AT&T WIRELESS SERVICES INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>v83438exv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>
Exhibit 10.3



                                                                  EXECUTION COPY


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                         RECEIVABLES PURCHASE AGREEMENT

                                      AMONG

                 SIERRA NEVADA WIRELESS RECEIVABLES CORPORATION,

                                   AS SELLER,

                     AT&T WIRELESS SERVICES OF NEVADA, INC.,

                                  AS SERVICER,

               CIESCO L.P., CORPORATE ASSET FUNDING COMPANY, INC.,
                  ASSET SECURITIZATION COOPERATIVE CORPORATION
                      AND RECEIVABLES CAPITAL CORPORATION,

                             AS CONDUIT PURCHASERS,

                  THE FINANCIAL INSTITUTIONS FROM TIME TO TIME

                                  PARTY HERETO,

                  AS COMMITTED PURCHASERS AND MANAGING AGENTS,

                                       AND

                          CITICORP NORTH AMERICA, INC.,

    AS PROGRAM AGENT FOR THE CONDUIT PURCHASERS AND THE COMMITTED PURCHASERS

                            DATED AS OF MARCH 1, 2002

================================================================================
<PAGE>


                                TABLE OF CONTENTS


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<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
ARTICLE I  DEFINITIONS..............................................................1

     SECTION 1.01.  Certain Defined Terms...........................................1
     SECTION 1.02.  Other Terms and Constructions..................................24
     SECTION 1.03.  Computation of Time Periods....................................24

ARTICLE II  AMOUNTS AND TERMS OF THE PURCHASES.....................................24

     SECTION 2.01.  The Purchase Facility..........................................24
     SECTION 2.02.  Making the Purchases...........................................26
     SECTION 2.03.  Yield and Fees.................................................27
     SECTION 2.04.  Settlement Procedures..........................................27
     SECTION 2.05.  Payments and Computations, Etc.................................30
     SECTION 2.06.  Additional Yield...............................................31
     SECTION 2.07.  Yield Protection...............................................31
     SECTION 2.08.  Increased Capital..............................................31
     SECTION 2.09.  Taxes..........................................................32
     SECTION 2.10.  Tax and Accounting Treatment...................................33
     SECTION 2.11.  Sale Agreement Rights..........................................33
     SECTION 2.12.  Distribution of Ineligible Receivables.........................33
     SECTION 2.13.  Voluntary Liquidation..........................................34

ARTICLE III  CONDITIONS OF PURCHASES...............................................34

     SECTION 3.01.  Conditions Precedent to Initial Purchase.......................34
     SECTION 3.02.  Conditions Precedent to Purchases during a Voluntary
                    Liquidation Period or after Reduction of Capital to Zero.......34
     SECTION 3.03.  Conditions Precedent to All Purchases..........................34

ARTICLE IV  REPRESENTATIONS AND WARRANTIES.........................................35

     SECTION 4.01.  Representations and Warranties of the Seller...................35
     SECTION 4.02.  Representations and Warranties of the Servicer.................39

ARTICLE V  GENERAL COVENANTS.......................................................41

     SECTION 5.01.  Affirmative Covenants of the Seller............................41
     SECTION 5.02.  Reporting Requirements of the Seller...........................44
     SECTION 5.03.  Negative Covenants of the Seller...............................45
     SECTION 5.04.  Covenants of the Servicer......................................47

ARTICLE VI  ADMINISTRATION OF RECEIVABLES..........................................51
</TABLE>



                                       i
<PAGE>
<TABLE>
<S>                                                                                <C>
     SECTION 6.01.  Designation of Servicer........................................51
     SECTION 6.02.  Duties of the Servicer.........................................52
     SECTION 6.03.  Rights of the Program Agent....................................53
     SECTION 6.04.  Responsibilities of the Seller.................................53
     SECTION 6.05.  Further Action Evidencing Program Agent's Interest.............54

ARTICLE VII  EVENTS OF TERMINATION.................................................54

     SECTION 7.01.  Events of Termination..........................................54

ARTICLE VIII  INDEMNIFICATION......................................................57

     SECTION 8.01.  Indemnities by the Seller......................................57
     SECTION 8.02.  Indemnities by the Servicer....................................60
     SECTION 8.03.  Materiality Considerations.....................................60

ARTICLE IX  THE AGENTS.............................................................60

     SECTION 9.01.  Authorization and Action.......................................60
     SECTION 9.02.  Agents' Reliance, Etc..........................................61
     SECTION 9.03.  Agents and Affiliates..........................................61
     SECTION 9.04.  Purchaser's Purchase Decision..................................61
     SECTION 9.05.  Delegation of Duties...........................................62
     SECTION 9.06.  Successor Agents...............................................62

ARTICLE X  MISCELLANEOUS...........................................................62

     SECTION 10.01.  Amendments, Etc...............................................62
     SECTION 10.02.  Notices, Etc..................................................63
     SECTION 10.03.  No Waiver; Remedies...........................................63
     SECTION 10.04.  Binding Effect; Assignability.................................63
     SECTION 10.05.  Additional Purchase Groups....................................65
     SECTION 10.06.  GOVERNING LAW; WAIVER OF JURY TRIAL...........................65
     SECTION 10.07.  Costs, Expenses and Taxes.....................................66
     SECTION 10.08.  No Proceedings................................................66
     SECTION 10.09.  Execution in Counterparts; Severability.......................66
     SECTION 10.10.  Confidentiality...............................................66
</TABLE>



                                    ii

<PAGE>
                         LIST OF EXHIBITS AND SCHEDULES

EXHIBIT A         Credit and Collection Policy

EXHIBIT B         Form of Purchase Request

EXHIBIT C-1       Form of Investor Report

EXHIBIT C-2       Form of Weekly Report

EXHIBIT D         Form of Lock-Box Agreement

EXHIBIT E         List of Offices of Seller where Records Are Kept

EXHIBIT F         List of Lock-Box Banks and Lock-Box Accounts

EXHIBIT G         List of Closing Documents

EXHIBIT H         Form of Contracts

EXHIBIT I         Form of Joinder Agreement

SCHEDULE I        Originators

SCHEDULE II       Group Purchase Limits

SCHEDULE III      Notice Addresses

SCHEDULE IV       Special Concentration Limits



                                      iii
<PAGE>
                         RECEIVABLES PURCHASE AGREEMENT

                  This RECEIVABLES PURCHASE AGREEMENT dated as of March 1, 2002
among SIERRA NEVADA WIRELESS RECEIVABLES CORPORATION, a Delaware corporation, as
Seller, AT&T WIRELESS SERVICES OF NEVADA, INC., a Nevada corporation, as
Servicer, CIESCO L.P., CORPORATE ASSET FUNDING COMPANY, INC., ASSET
SECURITIZATION COOPERATIVE CORPORATION, and RECEIVABLES CAPITAL CORPORATION,
(collectively referred to as the "Conduit Purchasers" and each, individually, a
"Conduit Purchaser"), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO,
as Committed Purchasers and Managing Agents, and CITICORP NORTH AMERICA, INC., a
Delaware corporation, as Program Agent for the Conduit Purchasers and the
Committed Purchasers. Capitalized terms used herein shall have the meanings
specified in Section 1.01.


                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.01. Certain Defined Terms. As used in this Agreement (both
above and elsewhere), the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):


                  "AB Cellular" means AB Cellular LA, LLC, a Delaware limited
liability company.

                  "Additional Yield" has the meaning assigned to that term in
Section 2.06.

                  "Adverse Claim" means a Lien other than any Permitted Lien.

                  "Adjusted Net Receivables Pool Balance" means at any time of
calculation hereunder, the Net Receivables Pool Balance minus the Required
Reserves at such time.

                  "Affected Party" means any Purchaser, CNAI, individually and
in its capacity as Program Agent, any Managing Agent, any Liquidity Provider and
any parent company controlling any of the foregoing.

                  "Affiliate" means, with respect to any Person, any other
Person that directly or indirectly controls or is controlled by or is under
common control with such specified Person..

                  "Agreement" means this Receivables Purchase Agreement, as
amended, restated, supplemented or otherwise modified from time to time.

                  "Asset Purchase Agreement" means any asset purchase or other
agreements pursuant to which a Conduit Purchaser may from time to time assign
part or all of its Purchased Interest as amended, restated, supplemented or
otherwise modified from time to time.



                                       1
<PAGE>
                  "Assignee Rate" for any Purchaser during any Settlement Period
means a rate per annum equal to the LIBO Rate plus (a) other than during a Level
2 Ratings Downgrade Period, 1.25% or (b) during a Level 2 Ratings Downgrade
Period, 2.00%; provided, however, that the Assignee Rate shall be equal to the
Base Rate in effect from time to time (i) for any Settlement Period that is not
equal to a month, (ii) with respect to any portion of Capital not outstanding
during an entire Settlement Period, and (iii) at any time when it is unlawful
for such Purchaser to obtain funds in, or such Purchaser is not offering
deposits in dollars in, the London interbank market. Following the occurrence
and during the continuance of any Event of Termination, the Assignee Rate for
each Settlement Period shall be a rate per annum equal to the Base Rate plus (x)
other than during a Level 2 Ratings Downgrade Period, 2.00% or (y) during a
Level 2 Ratings Downgrade Period, 3.00%.

                  "ATTWS" means AT&T Wireless Services, Inc., a Delaware
corporation.

                  "Average Maturity" means, on any day, that period (expressed
in days) equal to the weighted average maturity of the Receivables as shall be
calculated by the Servicer as set forth in the most recent Investor Report or
Weekly Report in accordance with the provisions thereof; provided, however, that
if the Program Agent should determine that such method of calculation no longer
accurately reflects the average maturity of the Receivables, the Program Agent
may recalculate the Average Maturity for such day using the Program Agent's own
method.

                  "AWS Nevada" means AT&T Wireless Services of Nevada, Inc., a
Nevada corporation.

                  "Bankruptcy Code" means Title 11 of the United States Code, 11
U.S.C. Section 101 et seq., as amended from time to time, or any successor
thereto.

                  "Base Rate" shall mean:

                  (i) for any Purchaser in the CNAI Purchase Group, a
         fluctuating interest rate per annum equal to the rate of interest
         announced publicly by Citibank in New York, New York, from time to time
         as Citibank's base rate;

                  (ii) for any Purchaser in the CIBC Purchase Group, the rate
         announced by Canadian Imperial Bank of Commerce from time to time as
         its prime rate in the United States, such rate to change as and when
         such designated rate changes;

                  (iii) for any Purchaser in the BOA Purchase Group, a
         fluctuating interest rate per annum equal to the rate of interest
         announced publicly by Bank of America, N.A. in Charlotte, North
         Carolina, from time to time as its "prime rate"; and

                  (iv) for any other Purchaser, a rate of interest per annum
         agreed to in writing by the related Managing Agent and the Seller.



                                       2
<PAGE>
                  "BOA Purchase Group" means the Purchase Group for which Bank
of America, N.A. is the Managing Agent.

                  "Breakage Amount" means, for any Settlement Period prior to
the Termination Date during which Capital is reduced pursuant to Section
2.01(c), Section 2.02(c) or Section 2.13, the amount, if any, by which (i) the
Additional Yield (calculated without taking into account any Breakage Amount)
which would have accrued on the reductions of such Capital during such
Settlement Period (as so computed) if such reductions had remained as Capital,
exceeds (ii) the income, if any, received by the applicable Purchaser or the
applicable Liquidity Provider from the investment by such Person of the proceeds
of such reductions of Capital.

                  "Business Day" means any day other than a Saturday, Sunday or
public holiday or the equivalent for banks in New York City, New York,
Charlotte, North Carolina or Chicago, Illinois and, if the term "Business Day"
is used in connection with the LIBO Rate, any day on which dealings are carried
on in the London interbank market.

                  "Capital" means, at any time, with respect to a Purchaser, the
sum of amounts paid to the Seller by such Purchaser pursuant to Section 2.02(b)
reduced from time to time by Collections received and distributed as reductions
on account of such Capital pursuant to Section 2.01(c) or Section 2.04 and, with
respect to all Purchasers, means the aggregate outstanding Capital of all
Purchasers.

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

                  "Capital Payment Date" means (a) other than during a Level 2
Ratings Downgrade Period, the day immediately succeeding each Monthly Reporting
Date, and (b) (i) during a Level 2 Ratings Downgrade Period or (ii) during any
Voluntary Liquidation Period, the day immediately succeeding each Weekly
Reporting Date, or, in each case, if such day is not a Business Day, the next
succeeding Business Day; provided, that the Program Agent may, in its
discretion, during a Voluntary Liquidation Period or following the occurrence
and during the continuance of an Event of Termination, by notice to the Seller,
require that Capital Payment Dates occur more frequently.

                  "Capital Purchase" has the meaning set forth in Section
2.02(a).

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof)
other than ATTWS, any Subsidiary of ATTWS or any ATTWS sponsored employee
benefit plan, of shares representing 30% or more of the aggregate ordinary
voting power represented by the issued and outstanding capital stock of ATTWS;
or (b)



                                       3
<PAGE>
occupation of a majority of the seats (other than vacant seats) on the board of
directors of ATTWS by Persons who are not Continuing Directors. For purposes of
the foregoing, "Continuing Directors" shall mean (i) the directors of ATTWS on
the date hereof and (ii) each other director nominated or appointed by at least
two thirds of the Continuing Directors at the time of such nomination or
appointment.

                  "CIBC Purchase Group" means the Purchase Group for which
Canadian Imperial Bank of Commerce is the Managing Agent.

                  "Citibank" means Citibank, N.A., a national banking
association.

                  "CNAI" means Citicorp North America, Inc., a Delaware
corporation.

                  "CNAI Purchase Group" means the Purchase Group for which CNAI
is the Managing Agent.

                  "Collection Account" means account number 30502394, or any
other account which may be designated by the Program Agent from time to time,
maintained at Citibank in the name of the Program Agent on behalf of the
Purchasers, for the purpose of receiving Collections during a Voluntary
Liquidation Period or following an Event of Termination; provided, however, that
if Citibank's short term unsecured debt rating is (a) withdrawn or is A-2 or
lower by S&P or (b) withdrawn or is P-2 or lower by Moody's, the Collection
Account shall, after notice to the Seller and the Servicer, be maintained at
another financial institution, satisfactory to the Managing Agents, which shall
at all times have a short term unsecured debt rating of at least A-1 by S&P and
P-1 by Moody's.

                  "Collections" means, with respect to any Receivable, any and
all related cash collections and proceeds of such Receivable, including, without
limitation, all cash proceeds of Related Security with respect to such
Receivable, all amounts due as fees or charges for late payments and any amounts
deemed to have been received pursuant to Section 2.04(a).

                  "Commitment" means, for any Committed Purchaser, the maximum
amount of Capital which may be advanced by such Committed Purchaser as set forth
opposite such Committed Purchaser's name on the signature pages to this
Agreement under the caption "Commitment", subject to assignment pursuant to
Section 10.04, as such amount may be reduced in accordance with Section 2.01(b).

                  "Committed Purchaser" means, as to any Conduit Purchaser, each
of the financial institutions listed on the signature pages to the Agreement as
a "Committed Purchaser" for such Conduit Purchaser, together with its respective
successors and permitted assigns.

                  "Committed Purchaser Percentage" means, for any Committed
Purchaser, a fraction (expressed as a percentage) computed by dividing such
Committed Purchaser's Commitment by the aggregate Commitments of all Committed
Purchasers in such Committed Purchaser's related Purchase Group.

                  "Concentration Limit" means, for any Obligor, at any time, (a)
one percent (1.0%), or (b) such other percentage (a "Special Concentration
Limit") for such Obligor as set



                                       4
<PAGE>
forth on Schedule IV or as may be designated by the Managing Agents in writing
from time to time, which Special Concentration Limit is subject to reduction or
cancellation by any Managing Agent the related Group Purchase Limit of which is
greater than or equal to $250,000,000, upon notice from such Managing Agent to
the Seller and the Servicer; provided, however, that in the case of an Obligor
with any affiliated Obligors, the Concentration Limit and the Receivables
related thereto shall be calculated as if such Obligor and such one or more
affiliated Obligors were one Obligor.

                  "Conduit Purchase Limit" means, for any Conduit Purchaser, the
maximum amount of Capital which may be advanced by such Conduit Purchaser as set
forth opposite such Conduit Purchaser's name on the signature pages to this
Agreement (or on the signature pages to the Joinder Agreement pursuant to which
such Conduit Purchaser became a party hereto) under the caption "Conduit
Purchase Limit", subject to assignment pursuant to Section 10.04, as such amount
may be modified from time to time by notice from the related Managing Agent to
the Seller and the Program Agent.

                  "Conduit Purchaser" means, as applicable, CIESCO L.P.,
Corporate Asset Funding Company, Inc., Asset Securitization Cooperative
Corporation, Receivables Capital Corporation, or any other commercial paper
conduit, which is managed by one of the Managing Agents or which becomes a party
hereto in accordance with the terms of Section 10.04(b).

                  "Contract" means an agreement or other arrangement, including
a purchase order or invoice, pursuant to or under which an Obligor shall be
obligated to pay for services rendered by an Originator or ATTWS from time to
time.

                  "CP Note" means any commercial paper note issued by a Conduit
Purchaser.

                  "CP Rate" shall mean:

                  (i) for any Conduit Purchaser in the CNAI Purchase Group, for
each Settlement Period, the per annum rate equal to the weighted average of the
per annum rates paid or payable by such Conduit Purchaser from time to time as
interest on or otherwise (by means of interest rate hedges or otherwise) in
respect of the CP Notes that are allocated, in whole or in part, by the Managing
Agent (on behalf of such Conduit Purchaser) to fund or maintain such Conduit
Purchaser's Purchased Interest during such Settlement Period, as determined by
the Managing Agent (on behalf of such Conduit Purchaser) and reported to the
Seller, the Program Agent and the Servicer, which rates shall reflect and give
effect to the commissions of placement agents and dealers in respect of CP
Notes, to the extent such commissions are allocated, in whole or in part, to
such CP Notes by the Managing Agent on behalf of such Conduit Purchaser;
provided, however, that if any component of such rate is a discount rate, in
calculating the "CP Rate" for such Settlement Period, the Managing Agent for
such Conduit Purchaser shall for such component use the rate resulting from
converting such discount rate to an interest bearing equivalent rate per annum;

                  (ii) for any Conduit Purchaser in the CIBC Purchase Group, for
each Settlement Period, the per annum rate equivalent to the "weighted average
cost" (as defined below) related to the issuance of commercial paper notes that
are allocated, in whole or in part, to fund such



                                       5
<PAGE>
Conduit Purchaser's Purchased Interest during such Settlement Period (and which
may also be allocated in part to the funding of other assets of such Conduit
Purchaser) as determined by the Managing Agent (on behalf of such Conduit
Purchaser) and reported to the Seller, the Program Agent and the Servicer;
provided, however, that if any component of such rate is a discount rate in
calculating the CP Rate for such date, the rate used to calculate such component
of such rate shall be a rate resulting from converting such discount rate to an
interest bearing equivalent rate per annum. As used in this definition, the
"weighted average cost" shall consist of (x) the actual interest rate paid to
purchasers of commercial paper notes issued by such Conduit Purchaser, (y) the
costs associated with the issuance of such commercial paper notes, including
dealer fees and commissions to placement agents, and (z) interest on other
borrowing or funding sources by such Conduit Purchaser, including to fund small
or odd dollar amounts that are not easily accommodated in the commercial paper
market.;

                  (iii) for any Conduit Purchaser in the BOA Purchaser Group,
for each Settlement Period, the per annum rate equal to the weighted average of
the per annum rates paid or payable by such Conduit Purchaser from time to time
as interest on or otherwise (by means of interest rate hedges or otherwise) in
respect of the CP Notes that are allocated, in whole or in part, by the Managing
Agent (on behalf of such Conduit Purchaser) to fund or maintain such Conduit
Purchaser's Purchased Interest during such Settlement Period, as determined by
the Managing Agent (on behalf of such Conduit Purchaser) and reported to the
Seller, the Program Agent and the Servicer, which rates shall reflect and give
effect to the commissions of placement agents and dealers in respect of CP
Notes, to the extent such commissions are allocated, in whole or in part, to
such CP Notes by the Managing Agent on behalf of such Conduit Purchaser;
provided, however, that if any component of such rate is a discount rate, in
calculating the "CP Rate" for such Settlement Period, the Managing Agent for
such Conduit Purchaser shall for such component use the rate resulting from
converting such discount rate to an interest bearing equivalent rate per annum;
and

                  (iv) for any Conduit Purchaser party to this Agreement
pursuant to a Joinder Agreement, for each Settlement Period, the "CP Rate" set
forth in such Joinder Agreement.

                  Following the occurrence and during the continuance of any
Event of Termination, the CP Rate for each Conduit Purchaser for each Settlement
Period shall be the Base Rate plus (A) other than during a Level 2 Ratings
Downgrade Period, 2.00% per annum and (B) during a Level 2 Ratings Downgrade
Period, 3.00% per annum.

                  "Credit and Collection Policy" means, with respect to any
Receivable, the credit and collection policies and practices attached as Exhibit
A hereto relating to such Receivable and the related Obligor.

                  "Deemed Loss Ratio" means, for any Monthly Period, the
fraction (expressed as a percentage) determined as of the last day of each such
Monthly Period by dividing (i) the aggregate Outstanding Balance of all
Receivables that (a) are aged at least 91 days, but no greater than 120 days
from their respective original billing dates on such date or (b) were written
off the books of the Seller at any time during such Monthly Period if aged less
than 91 days from their respective original billing dates on such date, by (ii)
the aggregate amount of all Sales during the fourth preceding Monthly Period.



                                       6
<PAGE>
                  "Default Ratio" means, for any Monthly Period, the fraction
(expressed as a percentage) determined as of the last day of such Monthly Period
by dividing (i) the aggregate Outstanding Balance of all Receivables that
remained unpaid for more than ninety (90) days from the original invoice date on
such date by (ii) the aggregate Outstanding Balance of all Receivables on such
date.

                  "Default Stress Factor" means 2.0.

                  "Defaulted Receivable" means a Receivable: (i) as to which any
payment, or part thereof, remains unpaid for more than ninety (90) days from the
original invoice date, (ii) as to which the Obligor thereof has taken any
action, or suffered any event to occur, of the type described in Section 7.01(f)
or (iii) which, consistent with the Credit and Collection Policy, has been or
should be written off as uncollectible.

                  "Delinquency Ratio" means, for any Monthly Period, the
fraction (expressed as a percentage) determined as of the last day of each such
Monthly Period by dividing (i) the aggregate Outstanding Balance of all
Receivables that are Delinquent Receivables on such date by (ii) the aggregate
Outstanding Balance of all Receivables on such date.

                  "Delinquent Receivable" means a Receivable that is not a
Defaulted Receivable and (i) as to which any payment, or part thereof, remains
unpaid for more than sixty (60) days from the original invoice date or (ii)
which, consistent with the Credit and Collection Policy, has been or should be
classified as delinquent.

                  "Diluted Receivable" means that portion of any Receivable
which is either (a) reduced or canceled as a result of a Dilution Factor or (b)
subject to any specific pending dispute, offset, counterclaim or defense
whatsoever (except the discharge in bankruptcy of the Obligor thereof).

                  "Dilution Factor" means any of the following factors giving
rise to dilution: (i) any rejected services, wrong billings, any cash discount,
or any failure by an Originator to perform any services or otherwise perform
under the underlying Contract or invoice, (ii) any change, allowance or
cancellation of any terms of such Contract or invoice or any other adjustment by
such Originator which reduces the amount payable by the Obligor on the related
Receivable and (iii) any setoff in respect of any claim by the Obligor thereof
(whether such claim arises out of the same or a related transaction or an
unrelated transaction).

                  "Dilution Horizon Factor" means, for any Monthly Period, a
fraction (expressed as a percentage) determined as of the last day of such
Monthly Period by dividing (i) the sum of (a) the aggregate amount of Sales
during such Monthly Period plus (b) the aggregate Outstanding Balance of all
Unbilled Receivables as of such day, by (ii) the aggregate Outstanding Balance
of all Receivables as of such day minus the aggregate Outstanding Balance of all
Defaulted Receivables as of such day.

                  "Dilution Ratio" means, for any Monthly Period, a fraction
(expressed as a percentage) determined as of the last day of such Monthly Period
by dividing (i) the portion of all Receivables which became Diluted Receivables
during such Monthly Period by (ii) the


                                       7
<PAGE>
aggregate amount of all Sales during the Monthly Period immediately preceding
the Monthly Period referred to in clause (i).

                  "Dilution Reserve" means, at any time, an amount equal to the
product of (i) the Dilution Reserve Percentage multiplied by (ii) the Net
Receivables Pool Balance (without giving effect to clause (iv) of the definition
thereof).

                  "Dilution Reserve Percentage" means, for any Monthly Period, a
percentage, determined as of the last day of such Monthly Period, equal to the
product of (i) the sum of (A) the product of (1) the Dilution Stress Factor,
multiplied by (2) the average of the Dilution Ratios for the twelve (12) most
recently ended Monthly Periods, plus (B) the Dilution Volatility Ratio as of
such day, multiplied by (ii) the Dilution Horizon Factor as of such day.

                  "Dilution Stress Factor" means 2.0.

                  "Dilution Volatility Ratio" means, for any Monthly Period, a
percentage determined as of the last day of such Monthly Period equal to:

                          (HDR minus ADR) x (HDR/ADR)

                  where:

                  HDR = the highest Dilution Ratio for any Monthly Period during
                  the twelve (12) most recently ended Monthly Periods; and

                  ADR = the average of the Dilution Ratios for each of the
                  twelve (12) most recently ended Monthly Periods.

                  "Dynamic Loss Reserve Percentage" means, for any Monthly
Period, a percentage determined as of the last day of such Monthly Period equal
to the product of (i) the Default Stress Factor, multiplied by (ii) the highest
average Deemed Loss Ratio for any three (3) consecutive Monthly Periods during
the preceding twelve (12) Monthly Periods, multiplied by (iii) the Loss Horizon
Factor as of such date.

                  "Effective Date" means the first Business Day on which all of
the conditions precedent to the Initial Purchase, as described in Section 3.01,
have been satisfied.

                  "Eligible Receivable" means a Transferred Receivable:

                  (i) the Obligor of which (x) is a United States resident, (y)
is not an Affiliate or Subsidiary of the applicable Originator, ATTWS or the
Seller;

                  (ii) which is not a Defaulted Receivable;

                  (iii) the Obligor of which, if one of the twenty largest
Obligors (by aggregate Outstanding Balance of Receivables), is not the Obligor
of Defaulted Receivables in the aggregate amount of ten percent (10.0%) or more
of the aggregate Outstanding Balance of all Receivables of such Obligor;



                                       8
<PAGE>
                  (iv) which is denominated and payable only in United States
dollars within the United States;

                  (v) which, together with the Contract related thereto, does
not contravene, in any material respect, any laws, rules or regulations
applicable thereto (including, without limitation, laws, rules or regulations
relating to truth in lending, fair credit billing, fair credit reporting, equal
credit opportunity, fair debt collection practices and privacy) and with respect
to which no party to the Contract related thereto is in violation of any such
law, rule or regulation in any material respect;

                  (vi) which is freely assignable and the Contract with respect
to which does not require the consent, authorization or approval of, or notice
to, the Obligor thereof or any Governmental Authority (except for such consents,
authorizations, approvals or notices which have already been obtained or are not
required to assign such Receivable under applicable law) to convey such
Receivable, the related Contract, the Related Security and the Collections from
the applicable Originator to the Seller, and from the Seller to the Program
Agent, for the benefit of Purchasers;

                  (vii) which, satisfies all applicable requirements of the
Credit and Collection Policy;

                  (viii) which, pursuant to the Contract related thereto, is
required to be paid in full within sixty (60) days of the original billing date
therefor;

                  (ix) which (1) is an "account" within the meaning of 9-102 of
the UCC of the State of New York, (2) is an account receivable representing all
or part of the sales price of merchandise or insurance sold or services rendered
within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as
amended, (3) together with the Contract related thereto, (x) has been duly
authorized, (y) is in full force and effect, and (z) constitutes the legal,
valid and binding obligation of the Obligor thereof enforceable against such
Obligor in accordance with its terms, subject to the Enforceability Exceptions,
(4) has not been satisfied, released, canceled, subordinated or rescinded, nor
has any instrument been executed by the applicable Originator or the Seller
which would effect any such satisfaction, release, cancellation, subordination
or rescission and (5) is not subject to any specific pending dispute, right of
rescission, setoff, recoupment, counterclaim or defense (except the bankruptcy
or insolvency of such Obligor) whether arising out of transactions concerning
such Receivable or otherwise (provided, that only the portion of the Receivable
subject to any such dispute, right of rescission, setoff, recoupment,
counterclaim or defense shall be deemed ineligible);

                  (x) a purchase of which with the proceeds of CP Notes would
constitute a "current transaction" within the meaning of Section 3(a)(3) of the
Securities Act of 1933, as amended;

                  (xi) good and marketable title to which (including all of its
interest in all Related Security and Collections with respect thereto) with
respect to any Receivable originated by an Originator, has been conveyed by such
Originator to the Seller under the Sale Agreement, free of any Adverse Claim;



                                       9
<PAGE>
                  (xii) which arises from the provision of services by the
applicable Originator or ATTWS to an Obligor pursuant to a Contract governed by
the laws of one of the United States of America in substantially the form
attached hereto as Exhibit H;

                  (xiii) with respect to which all obligations on the part of
the applicable Originator, ATTWS and the Seller have been performed to the
extent necessary to establish the right to receive full payment;

                  (xiv) which has not been compromised, adjusted or modified
(including by extension of time of payment or the granting of any discounts,
allowances or credits) other than in accordance with the Credit and Collection
Policy and which is not voidable; and

                  (xv) as to which no Managing Agent for which the related Group
Purchase Limit is greater than or equal to $250,000,000 has notified the Seller
that such Managing Agent has determined that such Receivable or class of
Receivables is not acceptable as an Eligible Receivable.

                  "Enforceability Exceptions" means exceptions to the
enforceability of an obligation arising under (i) bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally, and (ii) general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance, regardless of whether
considered in a proceeding at equity or at law.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time and the regulations promulgated and rulings
issued thereunder.

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

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


                                       10
<PAGE>
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

                  "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.

                  "Eurodollar Reserve Percentage" for any Settlement Period
means the reserve percentage applicable to the related Affected Party during
such Settlement Period under regulations issued from time to time by the Board
of Governors of the Federal Reserve System (or any successor) (or if more than
one such percentage shall be so applicable, the daily average of such
percentages for those days in such Settlement Period during which any such
percentage shall be so applicable) under regulations issued from time to time by
the Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for such Affected
Party in respect of liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Settlement Period.

                  "Event of Termination" has the meaning assigned to that term
in Section 7.01.

                  "Excluded Receivable" means (i) all indebtedness of any
Obligor domiciled outside of the United States; and (ii) any indebtedness of an
Obligor arising from the provision of services by an Originator, which
indebtedness is classified as a "national account" on the books and records of
the related Originator or the Servicer, and identified on such books and records
by a ten digit account number, the first seven digits of which are "9997777".

                  "Facility Documents" means collectively, this Agreement, the
Sale Agreement, the Performance Undertaking, each Fee Letter, each Lock-Box
Agreement and all other agreements, documents and instruments delivered pursuant
thereto or in connection therewith.

                  "Fee Letter" means that certain Fee Letter dated as of the
date hereof among the Program Agent, the Managing Agents, and the Seller, and
any other fee letter executed in connection with a Joinder Agreement, each as
amended, restated, supplemented or otherwise modified from time to time.

                  "Final Collection Date" means the date on or following the
Termination Date on which the aggregate outstanding Capital has been reduced to
zero and the Affected Parties have received all amounts payable to the Affected
Parties (including Yield) pursuant to this Agreement or any other Facility
Document.

                  "Funding Amount" has the meaning set forth in Section 2.02(b).

                  "Funding Percentage" means, with respect to any Purchase Group
at any time, a fraction (expressed as a percentage) computed by dividing the
Group Purchase Limit of such Purchase Group at such time by the Purchase Limit
at such time.

                  "Governmental Authority" means any federal, state, local or
foreign government, any political subdivision of any of the foregoing and any
agency or instrumentality of any of the foregoing.



                                       11
<PAGE>
                  "Governmental Authority Overconcentration Amount" means, (i)
other than during a Level 2 Ratings Downgrade Period, the aggregate, for all
Obligors which are Governmental Authorities, of the amounts by which the
aggregate Outstanding Balance of all Eligible Receivables of such Obligors
exceeds the product of (x) five percent (5.0%) and (y) the aggregate Outstanding
Balance of all Transferred Receivables at such time, and (ii) during a Level 2
Ratings Downgrade Period, the aggregate Outstanding Balance of all Eligible
Receivables the Obligors of which are Governmental Authorities.

                  "Group Purchase Limit" means, for any Purchase Group, the
amount set forth on Schedule II (or in the Joinder Agreement pursuant to which
such Purchase Group became party hereto) subject to assignment pursuant to
Section 10.04, as such amount may be reduced in accordance with Section 2.01(b).

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
indebtedness or obligation.

                  "Incipient Event of Termination" means any event which, with
the giving of notice or lapse of time or both, would constitute an Event of
Termination.

                  "Indebtedness" of any Person means, without duplication, (a)
all indebtedness for money borrowed that is created, assumed or incurred in any
manner by such Person, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person in
respect of the deferred purchase price of property or services (excluding
current accounts payable incurred in the ordinary course of business), (d) all
Capital Lease Obligations of such Person, and (e) all Guarantees of such Person.

                  "Initial Purchase" means the first Purchase made pursuant to
this Agreement.

                  "Initial Purchase Date" means the date of the Initial
Purchase.

                  "Investor Report" means a report, in substantially the form of
Exhibit C-1, furnished by the Servicer to the Managing Agents for the Purchasers
pursuant to Section 5.04(b)(v).

                  "IRC" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor statute.




                                       12
<PAGE>
                  "IRS" means the Internal Revenue Service of the United States
of America.

                  "Joinder Agreement" means a joinder agreement substantially in
the form set forth in Exhibit I hereto pursuant to which a new Purchase Group
becomes party to this Agreement.

                  "Level 1 Ratings Downgrade Period" means any period of time,
other than a Level 2 Ratings Downgrade Period, during which ATTWS' senior
unsecured long term debt is rated less than (i) BBB by S&P or (ii) Baa2 by
Moody's.

                  "Level 2 Ratings Downgrade Period" means any period of time
during which the rating of ATTWS' senior unsecured long term debt is withdrawn
by S&P or Moody's or such debt is rated less than (i) BBB- by S&P or (ii) Baa3
by Moody's.

                  "LIBO Rate" shall mean:

                  (i) for any Purchaser in the CNAI Purchase Group, for any
Settlement Period, the rate of interest per annum at which deposits in U.S.
Dollars are offered by the principal office of Citibank in London, England to
prime banks in the London interbank market at 11:00 a.m. (London time) two (2)
Business Days before the first day of such Settlement Period in an amount
approximately equal or comparable to the then outstanding Capital and for a
period equal to such Settlement Period;

                  (ii) for any Purchaser in the CIBC Purchase Group, for any
Settlement Period, means the rate appearing on the Dow Jones Markets Service
Page 3750 as of 11:00 a.m. (London time) on the Business Day which is the second
Business Day immediately preceding the first day of such Settlement Period for a
term comparable to such Settlement Period, or if no such rate is available, then
the LIBO Rate shall be the rate per annum for deposits in U.S. Dollars which
appears on the Reuters Screen LIBO Page as of 11:00 a.m. (London time) on the
Business Day which is the second Business Day immediately preceding the first
day of such Settlement Period for a term comparable to such Settlement Period,
or if neither of the foregoing rates are available the rate determined by the
Managing Agent to be the offered rate on such other page or other service that
displays an average British Bankers Association Interest Settlement Rate for
deposits in dollars as of 11:00 a.m. (London time) on the Business Day which is
the second Business Day immediately preceding the first day of such Settlement
Period for a term comparable to such Settlement Period;

                  (iii) for any Purchaser in the BOA Purchase Group, for any
Settlement Period, the rate of interest per annum at which deposits in U.S.
Dollars are offered by the principal office of Bank of America, N.A. in London,
England to prime banks in the London interbank market at 11:00 a.m. (London
time) two (2) Business Days before the first day of such Settlement Period in an
amount approximately equal or comparable to the then outstanding Capital and for
a period equal to such Settlement Period; and

                  (iv) for any Purchaser party to this Agreement pursuant to a
Joinder Agreement, for each Settlement Period, the "LIBO Rate" set forth in such
Joinder Agreement.



                                       13
<PAGE>
                  "Lien" means any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or otherwise), or preference,
priority, charge or other security agreement or preferential arrangement of any
kind or nature whatsoever that is intended as security.

                  "Liquidation Yield" means, for purposes of calculating the
Yield and Fee Reserve, an amount equal to the product of (a) the sum of (i) the
product of the Rate Variance Factor times the Assignee Rate for a period of
thirty (30) days deemed to have commenced on the date of the calculation of the
Yield and Fee Reserve, plus (ii) the Program Fee, plus (iii) the Servicer Fee,
multiplied by (b) Capital multiplied by (c) a fraction, having as its numerator
the product of the Average Maturity multiplied by 1.2, and having as its
denominator, 360.

                  "Liquidity Fee" has the meaning set forth in the Fee Letter.

                  "Liquidity Provider" means any of the financial institutions
from time to time party to any Asset Purchase Agreement or any liquidity loan
agreement or similar arrangement with a Conduit Purchaser.

                  "Lock-Box" means any post office box, including those post
office boxes listed on Exhibit G for the purpose of receiving payments on
Receivables or other Collections.

                  "Lock-Box Account" means any account, including, without
limitation, those accounts listed on Exhibit F, maintained at a financial
institution for the purpose of receiving Collections.

                  "Lock-Box Agreement" means an agreement with respect to a
Lock-Box or a Lock-Box Account at a Lock-Box Bank, in substantially in one of
the forms attached as Exhibit D or such other form as may be acceptable to the
Program Agent in its discretion, among the Seller, each applicable Originator,
the Program Agent and such Lock-Box Bank or (if applicable) Lock-Box Processor.

                  "Lock-Box Bank" means any of the banks identified as a
Lock-Box Bank on Exhibit F and any other financial institutions that may from
time to time execute Lock-Box Agreements holding one or more lock-box accounts
for receiving Collections from Receivables.

                  "Lock-Box Processor" means any of the Persons identified as a
Lock-Box Processor on Exhibit D and any other Person that may from time to time
execute Lock-Box Agreements accessing one or more Lock-Boxes.

                  "Loss Horizon Factor" means, for any Monthly Period, a
fraction (expressed as a percentage) determined as of the last day of such
Monthly Period by dividing (i) the sum of (a) the aggregate amount of Sales
during the three (3) most recently ended Monthly Periods plus (b) the aggregate
Outstanding Balance of all Unbilled Receivables as of such date, by (ii) the
aggregate Outstanding Balance of Receivables as of such date minus the aggregate
Outstanding Balance of all Defaulted Receivables as of such date.



                                       14
<PAGE>
                  "Loss Reserve" means, at any time, an amount equal to the
product of (i) the Loss Reserve Percentage and (ii) the Net Receivables Pool
Balance (determined without giving effect to clause (iv) of the definition
thereof).

                  "Loss Reserve Percentage" means, at any time, the higher of
(i) the Minimum Loss Reserve Percentage at such time and (ii) the Dynamic Loss
Reserve Percentage at such time.

                  "Loss-to-Liquidation Ratio" means, as of the last day of any
Monthly Period, the ratio (expressed as a percentage) determined by dividing (i)
the aggregate Outstanding Balance of all Receivables that were (or should have
been in accordance with the Credit and Collection Policy) written off during
such Monthly Period (net of aggregate recoveries received with respect to
written off Receivables during such Monthly Period) by (ii) the aggregate amount
of cash Collections received by the Servicer during such Monthly Period.

                  "Managing Agent" means, as to any Conduit Purchaser, the
financial institution responsible for the administration of such Conduit
Purchaser's commercial paper program and related activities.

                  "Majority Committed Purchasers" means, at any time, Committed
Purchasers whose Commitments together exceed fifty percent (50%) of the
aggregate of all Commitments at such time; provided, however, that if at the
time of such determination there are no more than three (3) Purchase Groups
party to this Agreement, "Majority Committed Purchasers" shall mean all
Committed Purchasers.

                  "Material Adverse Effect" means a material adverse effect on
(i) the business, financial condition or results of operations of the
Originators (as a whole), the Seller or ATTWS, (ii) the ability of the
Originators (as a whole), the Seller, the Servicer, or ATTWS to perform its
respective obligations under any Facility Document, (iii) subject to the
Enforceability Exceptions, the legality, validity or enforceability of this
Agreement or any other Facility Document, (iv) the Seller's, the Purchasers' or
the Liquidity Providers' interests in the Receivables Assets or (v) the
collectibility of any material portion of the Receivables Assets.

                  "Minimum Loss Reserve Percentage" means the greater of (a)
other than during a Ratings Downgrade Period, six percent (6%), or during a
Ratings Downgrade Period, ten percent (10%), and (b) the product of (i) the
Concentration Limit determined pursuant to clause (a) of the definition thereof
multiplied by (ii) four (4).

                  "Monthly Period" means each calendar month.

                  "Monthly Reporting Date" means the fifteenth (15th) day of
each Monthly Period or, if such day is not a Business Day, the next succeeding
Business Day.

                  "Moody's" means Moody's Investors Service, Inc., and its
successors.

                  "Multiemployer Plan" means a "multiemployer plan," within the
meaning of Section 4001(a)(3) of ERISA, to which any Person or any ERISA
Affiliate thereof makes, is



                                       15
<PAGE>
making or is obligated to make contributions or, during the preceding three
calendar years, has made, or has been obligated to make, contributions.

                  "Net Receivables Pool Balance" means at any time of
calculation hereunder, an amount equal to the Outstanding Balances of all
Eligible Receivables, minus, without duplication, (i) the aggregate Outstanding
Balance of Defaulted Receivables which are Transferred Receivables at such time,
(ii) all cash Collections and security deposits received by the Servicer which
have not been applied to reduce the Outstanding Balance of such Transferred
Receivables and the aggregate amount of reductions that would result from the
application of all Dilution Factors which have not yet been applied by the
Servicer to the Outstanding Balance of any Transferred Receivables at such time,
(iii) the Obligor Overconcentration Amount at such time, (iv) the Governmental
Authority Overconcentration Amount at such time, (v) if ATTWS' senior long term
unsecured debt rating is (a) withdrawn or is BBB- or lower by S&P and (b)
withdrawn or is Baa3 or lower by Moody's, that portion of the Transferred
Receivables which represents taxes due with respect to such Transferred
Receivables at such time, and (vi) if ATTWS' senior long term unsecured debt
rating is (a) withdrawn or is BBB- or lower by S&P and (b) withdrawn or is Baa3
or lower by Moody's, with respect to each of the ten (10) largest Obligors (in
terms of Outstanding Balance of Transferred Receivables), the lesser of (x) the
amount due by ATTWS and the Originators to such Obligor at such time, or (y) the
Outstanding Balance of all Transferred Receivables due from such Obligor at such
time.

                  "Obligor" means any Person obligated to make payments pursuant
to a Contract.

                  "Obligor Overconcentration Amount" means, at any time, the
aggregate, for all Obligors, of the amounts by which the aggregate Outstanding
Balance of all Eligible Receivables of each such Obligor exceeds the product of
(i) the applicable Concentration Limit for such Obligor, and (ii) the Net
Receivables Pool Balance (without giving effect to clause (iv) of the definition
thereof) at such time.

                  "Originator" means each of the entities party to the Sale
Agreement as an "Originator" from time to time; the initial list of Originators
is set forth on Schedule I hereto.

                  "Other Fees" means amounts owed by the Seller hereunder
pursuant to Sections 2.06, 2.07, 2.08, 8.01 and 10.07.

                  "Outstanding Balance" means, with respect to a Receivable at
any time, the then outstanding principal balance thereof.

                  "Payment Date" means, (a) with respect to any Settlement
Period for which the Purchaser Rate is the CP Rate, (i) other than during a
Level 2 Ratings Downgrade Period, the third (3rd) Business Day of each Monthly
Period, or (ii) during a Level 2 Ratings Downgrade Period, each Wednesday and
(b) with respect to any Settlement Period for which the Purchaser Rate is the
Assignee Rate, the last day of such Settlement Period; provided, that the
Program Agent may, in its discretion following the occurrence and during the
continuance of an Event of Termination or during a Voluntary Liquidation Period,
by notice to the Seller, require that Payment Dates occur more frequently.



                                       16
<PAGE>
                  "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

                  "Performance Undertaking" means that certain Performance
Undertaking of even date herewith, executed by ATTWS in favor of the Program
Agent, the Managing Agents and the Purchasers, as amended, restated,
supplemented or otherwise modified from time to time.

                  "Permitted Investments" shall mean:

                  (a) direct obligations of, or guaranteed as to the full and
timely payment of principal and interest by, the United States or obligations of
any agency or instrumentality thereof, if such obligations are backed by the
full faith and credit of the United States;

                  (b) federal funds, certificates of deposit, time deposits and
bankers' acceptances (which shall each have an original maturity of not more
than ninety (90) days and, in the case of bankers' acceptances, shall in no
event have an original maturity of more than 365 days) of any United States
depository institution or trust company organized under the laws of the United
States or any state and subject to supervision and examination by federal and or
state banking authorities; provided, that the short-term obligations of such
depository institution or trust company are rated in one of the two highest
available rating categories by the Rating Agencies;

                  (c) commercial paper (having original maturities of not more
than thirty (30) days) of any corporation incorporated under the laws of the
United States or any state thereof which on the date of the acquisition are
rated A-1 or better by S&P and P-1 by Moody's;

                  (d) securities of money market funds rated AAm or better by
S&P and Aa or better by Moody's; and

                  (e) repurchase obligations secured by an investment described
in clause (a) above with a market value greater than the repurchase obligation,
provided that such security is held by a third party custodian which has a
rating for its short-term, unsecured debt or commercial paper (other than such
obligations the rating of which is based on the credit of a Person other than
such custodian) of P-1 by Moody's and at least A-1 by S&P.

                  "Permitted Liens" means any of the following:

                  (a) Liens for taxes and assessments (i) which are not yet due
         and payable or (ii) the validity of which are being contested in good
         faith by appropriate proceedings and with respect to which the Seller
         is maintaining adequate reserves in accordance with generally accepted
         accounting principles;

                  (b) Liens in favor of the Program Agent or the Purchasers,
         including any Liquidity Providers (but only in connection with this
         Agreement);

                  (c) Liens related to storage, work, labor, usage or other
         liens of like general nature incurred in the ordinary course of
         business and not in connection with the borrowing of money, provided,
         in each case, the obligation secured is not overdue or, if overdue, is



                                       17
<PAGE>
         being contested in good faith by appropriate actions or proceedings the
         effect of which is to stay the enforcement of any such Lien;

                  (d) Liens in favor of the Seller arising pursuant to the Sale
         Agreement; and

                  (e) imperfections in title or Liens arising by operation of
         law not material in amount and which, individually or in the aggregate,
         do not materially interfere with the rights hereunder of any Purchaser
         or the Program Agent in the Receivables Assets.

                  "Person" means an individual, partnership, corporation
(including a business trust), joint stock company, limited liability company,
trust, unincorporated association, joint venture, Governmental Authority or
other entity.

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

                  "Program Agent" means CNAI, in its capacity as agent for the
Purchasers, together with its successors and permitted assigns.

                  "Program Fee" has the meaning set forth in the Fee Letter.

                  "Purchase" means a purchase by a Purchaser of an undivided
percentage ownership interest in the Receivables Assets from the Seller pursuant
to Section 2.01 and Section 2.02.

                  "Purchase Group" means any Managing Agent and its related
Conduit Purchasers and Committed Purchasers.

                  "Purchase Limit" means at any time $1,200,000,000, adjusted as
necessary to give effect to the application of any Joinder Agreement; provided,
however, that at all times on and after the Termination Date, the "Purchase
Limit" shall mean the aggregate outstanding Capital.

                  "Purchase Price" has the meaning given such term in Section
2.02(d).

                  "Purchase Request" has the meaning given such term in Section
2.02(b).

                  "Purchased Interest" means the undivided percentage ownership
interest of a Purchaser in the Receivables Assets, including the Transferred
Receivables and the Related Security and Collections related thereto. The
Purchased Interest of any Purchaser is expressed as a fraction of the total
Receivables Assets, and shall at any time be equal to such Purchaser's Ratable
Share of an amount computed as follows:

                                     C + RR
                                     ------
                                      NRPB


                                       18
<PAGE>
                  where:

                  C    =  The outstanding amount of Capital of all Purchasers
                          at such time

                  RR   =  The Required Reserves at such time.

                  NRPB =  The Net Receivables Pool Balance at such time

provided, that (x) during any Voluntary Liquidation Period or (y) from and after
the Termination Date, the Purchased Interest of each Purchaser shall be the
Purchased Interest of such Purchaser as calculated on the Business Day
immediately preceding the commencement of such Voluntary Liquidation Period or
the Termination Date, as the case may be.

                  "Purchaser" means any Conduit Purchaser or Committed
Purchaser, as applicable, and "Purchasers" means, collectively, the Conduit
Purchasers and the Committed Purchasers.

                  "Purchaser Rate" means, for any Settlement Period (i) with
respect to a Committed Purchaser, a rate equal to the Assignee Rate for such
Settlement Period, and (ii) with respect to a Conduit Purchaser, (x) its CP Rate
or (y) a rate equal to the Assignee Rate for such Settlement Period if at any
time and for any reason whatsoever, (1) such Conduit Purchaser shall not fund
Purchases or maintain Capital during such Settlement Period through the issuance
of CP Notes in the United States commercial paper market, (2) the Program Agent
shall have required that Payment Dates occur more frequently than monthly (or
more frequently than weekly, during a Level 2 Downgrade Period) pursuant to the
proviso in the definition of "Payment Date" or (3) such Conduit Purchaser shall
have assigned Capital to a Liquidity Provider or to any other permitted assignee
(other than a Conduit Purchaser) pursuant to Section 10.04.

                  "Ratable Share" means, at any time with respect to any
Purchaser, the amount of such Purchaser's Capital at such time divided by the
aggregate amount of Capital of all Purchasers at such time.

                  "Rate Variance Factor" means (i) 1.2, or (ii) that number
which reflects the potential variance in one month LIBO Rates as notified by the
Program Agent to the Servicer from time to time.

                  "Rating Agencies" means both of S&P and Moody's or their
respective successors.

                  "Ratings Downgrade Period" means either a Level 1 Ratings
Downgrade Period or a Level 2 Ratings Downgrade Period, as applicable.

                  "Receivable" means all indebtedness of an Obligor, other than
any Excluded Receivable, arising under a Contract, whether billed or unbilled,
from the provision of services by ATTWS or any Originator, including all
interest, finance charges, sales taxes and other taxes with respect thereto, and
including, without limitation, 100% of the amount invoiced to any Obligor after
the Termination Date if any portion of the services covered by such invoice was
provided on or prior to the Termination Date.




                                       19
<PAGE>
                  "Receivables Assets" means, at any time, all then outstanding
Transferred Receivables, Related Security with respect to such Transferred
Receivables, the Lock-Box Accounts, all right, title and interest of the Seller
in, to and under the Sale Agreement and all other proceeds of the foregoing,
including, without limitation, all Collections of Transferred Receivables.

                  "Records" means all agreements, documents, instruments, books,
records and other information (including, without limitation, computer programs,
tapes, discs, punch cards, data processing software and related property and
rights) maintained by or on behalf of the Seller or the Servicer with respect to
the Transferred Receivables, the related Obligors and the Related Security.

                  "Reinvestment Purchase" has the meaning assigned to that term
in Section 2.02(a).

                  "Related Security" means, with respect to any Transferred
Receivable: (i) all security interests or liens and property subject thereto
from time to time purporting to secure payment of such Transferred Receivable,
whether pursuant to the related Contract or otherwise, (ii) all UCC financing
statements or other filings covering any collateral securing payment of such
Transferred Receivable, (iii) all guarantees, prepayment penalties, indemnities,
warranties, letters of credit, insurance policies and proceeds and premium
refunds thereof and other agreements or arrangements of whatever character from
time to time supporting or securing payment of such Transferred Receivable
whether pursuant to the related Contract or otherwise, (iv) all amounts due from
credit card companies which arose from the payment of a Transferred Receivable
by charging the amount thereof to a credit card, (v) all Records related to such
Transferred Receivable and (vi) all proceeds of the foregoing.

                  "Required Receivables Balance" means, at any time, an amount
equal to the sum of (a) the aggregate Capital at such time, plus (b) the
Required Reserves at such time, minus (c) the amounts on deposit in the
Collection Account at such time if any such amounts have been deposited into the
Collection Account in accordance with the proviso of Section 2.04(c)(ii);
provided, however, that during a Voluntary Liquidation Period or during a Level
2 Ratings Downgrade Period, "Required Receivables Balance" shall mean the amount
calculated as set forth above multiplied by 1.0417.

                  "Required Reserves" means, at any time, the sum of the Loss
Reserve, the Yield and Fee Reserve, and the Dilution Reserve at such time.

                  "Responsible Officer" means, with respect to any Person, the
chief executive officer, the president, the chief financial officer or the
treasurer of such Person, any other officer having substantially the same
authority and responsibility.

                  "S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors.



                                       20
<PAGE>
                  "Sale Agreement" means that certain Receivables Sale Agreement
dated as of the date hereof, entered into between the Originators and the
Seller, as amended, restated, supplemented or otherwise modified from time to
time.

                  "Sales" means, with respect to any Monthly Period, the sum of
activation revenue, monthly service fees, billed usage revenue,
feature/voicemail revenue, incorrect airtime, home toll revenue, cancellation
fees, other service revenue and late charges for each of the Originators during
such Monthly Period.

                  "Scheduled Termination Date" means, (i) with respect to the
Committed Purchasers' Commitments hereunder, February 28, 2003, unless such date
is extended with the consent of the parties hereto and (ii) with respect to the
Conduit Purchasers, the earlier of (x) February 28, 2005, unless such date is
extended with the consent of the parties hereto and (y) the scheduled
termination of the commitments of the Liquidity Providers to the Conduit
Purchasers with respect to this Agreement.

                  "Seller" means Sierra Nevada Wireless Receivables Corporation,
a Delaware corporation, in its capacity as Seller hereunder, together with its
successors and permitted assigns.

                  "Servicer" means at any time AWS Nevada, or such other
Person(s) then authorized pursuant to Section 6.01 to service, administer, bill
and collect Transferred Receivables.

                  "Servicer Default" means the occurrence of any of the
following with respect to the Servicer:

                  (a) the Servicer shall fail to make any payment or deposit
         required to be made by it hereunder when due; or

                  (b) the Servicer shall fail to perform or observe any other
         term, covenant or agreement contained in this Agreement or any other
         Facility Document on its part to be performed or observed and such
         failure remains unremedied for ten (10) days; or

                  (c) any representation or warranty made or deemed to be made
         by the Servicer under this Agreement, any Investor Report, any Weekly
         Report or any Purchase Request shall prove to have been false or
         incorrect in any material respect when made; or

                  (d) (i) the Servicer shall admit in writing its inability to
         pay its debts generally, or shall make a general assignment for the
         benefit of creditors; or any proceeding shall be instituted by or
         against the Servicer seeking to adjudicate it as bankrupt or insolvent,
         or seeking liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief, or composition of it or its debts under
         any law relating to bankruptcy, insolvency or reorganization or relief
         of debtors, or seeking the entry of an order for relief or the
         appointment of a receiver, trustee, or other similar official for it or
         for any substantial part of its property which proceeding has not been
         dismissed or stayed within thirty (30) days;



                                       21
<PAGE>
         or (ii) the Servicer shall take any corporate action to authorize any
         of the actions set forth in clause (i) above in this paragraph (d);

                  (e) the Servicer shall cease to be wholly owned, directly or
         indirectly, by ATTWS; or

                  (f) an Event of Termination shall occur.

                  "Servicer Fee" means a fee with respect to each Settlement
Period, payable in arrears on the next succeeding Payment Date for the account
of the Servicer, in an amount equal to the product of (i) the aggregate
Outstanding Balances of all Transferred Receivables as of the last day of such
Settlement Period, (ii) the per annum rate of one quarter of one percent (.25%)
and (iii) a fraction equal to the number of actual days elapsed in such
Settlement Period divided by 360; provided, that if the Servicer is not ATTWS or
an Affiliate of ATTWS, the Servicer Fee shall be the greater of the foregoing
amount and 110% of the reasonable costs and expenses of servicing the
Receivables Assets.

                  "Settlement Period" means (i) other than during a Level 2
Ratings Downgrade Period, a period equal to one (1) calendar month, and (ii)
during a Level 2 Ratings Downgrade Period, a period equal to one (1) calendar
week; provided however, that the first Settlement Period shall commence on the
Effective Date and terminate on the last day of the calendar month in which such
Settlement Period commenced; provided, further, that when used with respect to
any Settlement Period for which the Purchaser Rate is based on the LIBO Rate,
"Settlement Period" shall mean any one-month period commencing on the second
Business Day after such LIBO Rate is set; provided, further, that the Program
Agent may, in its discretion, select any period or periods of time as Settlement
Periods following the occurrence and during the continuance of an Event of
Termination or during a Voluntary Liquidation Period.

                  "Special Concentration Limit" has the meaning assigned to that
term in the definition of "Concentration Limit."

                  "Subordinated Note" means each of those certain Subordinated
Notes dated as of the date hereof, executed by the Seller in favor of each
Originator pursuant to the Sale Agreement, as amended, restated, supplemented or
otherwise modified from time to time.

                  "Subsidiary" means, as to any Person, any corporation or other
entity of which securities or other ownership interests having ordinary voting
power to elect a majority of the Board of Directors or other Persons performing
similar functions are at the time directly or indirectly owned by such Person.

                  "Termination Date" means the earliest to occur of (i) the
Scheduled Termination Date, (ii) the declaration or automatic occurrence of the
Termination Date pursuant to Section 7.01, and (iii) that Business Day which the
Seller designates as the Termination Date by notice to the Program Agent at
least ten (10) Business Days prior to such Business Day.



                                       22
<PAGE>
                  "Transferred Receivable" means each Receivable in which an
interest has been transferred or purported to be transferred to the Seller by an
Originator pursuant to the Sale Agreement.

                  "UCC" means the Uniform Commercial Code as from time to time
in effect in the applicable jurisdiction.

                  "Unbilled Receivables" means the amount due from an Obligor
for services delivered or performed for such Obligor under the terms of a
contract with respect to which an invoice has not been submitted to the Obligor
for payment of the amount thereof.

                  "Voluntary Liquidation Notice" has the meaning assigned to
that term in Section 2.13(a).

                  "Voluntary Liquidation Period" has the meaning assigned to
that term in Section 2.13(a).

                  "Weekly Report" means a report furnished by the Servicer to
the Managing Agents pursuant to Section 5.04(b)(vi), in substantially the form
of Exhibit C-2, reflecting information as of the Business Day five (5) Business
Days immediately preceding the Weekly Reporting Date on which such report is
delivered.

                  "Weekly Reporting Date" means each Tuesday or, if such day is
not a Business Day, the next succeeding Business Day.

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

         "Yield" means, for any Settlement Period for any Purchased Interest, an
amount equal to:

                             (PR x C x ED/360) + AY

where:

         PR  = the weighted average daily (calculated as a function of not only
               the interest rate but also the amount of Capital allocated to
               such interest rate) Purchaser Rate for such Settlement Period
               with respect to such Purchased Interest.

         C   = the average daily outstanding Capital of such Purchased Interest
               during such Settlement Period.

         ED =  the actual number of days elapsed during such Settlement Period.

         AY =  any Additional Yield accruing during such Settlement Period.




                                       23
<PAGE>
 "Yield" with respect to all Purchaser Interests is the aggregate Yield for each
Purchaser Interest.

                  "Yield and Fee Reserve" means, as of any date of
determination, an amount equal to the sum of (i) Liquidation Yield, (ii) accrued
and unpaid Yield, (iii) accrued and unpaid Program Fees, Liquidity Fees and
Other Fees, and (iv) accrued and unpaid Servicer Fees.

         SECTION 1.02. Other Terms and Constructions. Under this Agreement, all
accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles as in effect in the
United States, and all accounting determinations made and all financial
statements prepared hereunder shall be made and prepared in accordance with
generally accepted accounting principles. All terms used in Article 9 of the UCC
in the State of New York, and not specifically defined herein, are used herein
as defined in such Article 9. The words "herein," "hereof," and "hereunder" and
other words of similar import refer to this Agreement as a whole, including the
exhibits and schedules hereto, as the same may from time to time be amended or
supplemented and not to any particular section, subsection, or clause contained
in this Agreement, and all references to Sections, Exhibits and Schedules shall
mean, unless the context clearly indicates otherwise, the Sections hereof and
the Exhibits and Schedules attached hereto, the terms of which Exhibits and
Schedules are hereby incorporated into this Agreement. The captions and section
numbers appearing in this Agreement are inserted only as a matter of convenience
and do not define, limit, construe or describe the scope or intent of the
provisions of this Agreement. Each of the definitions set forth in Section 1.01
hereof shall be equally applicable to both the singular and plural forms of the
defined terms. Unless specifically stated otherwise, all references herein to
any agreements, documents or instruments shall be references to the same as
amended, restated, supplemented or otherwise modified from time to time.

         SECTION 1.03. Computation of Time Periods. Unless otherwise stated in
this Agreement, in the computation of a period of time from a specified date to
a later specified date, the word "from" means "from and including" and the words
"to" and "until" each means "to but excluding."

                                   ARTICLE II
                       AMOUNTS AND TERMS OF THE PURCHASES

         SECTION 2.01. The Purchase Facility.

         (a) Upon the terms and subject to the conditions set forth in this
Agreement, from the Effective Date through the Business Day immediately
preceding the Termination Date, the Seller at its discretion agrees to sell to
the Program Agent, for the benefit of the Purchasers, undivided percentage
ownership interests in the Receivables Assets (ratably based upon their Group
Purchase Limits), and each Conduit Purchaser may, in its sole discretion,
instruct its related Managing Agent to purchase such undivided percentage
ownership interests on its behalf through the Program Agent, and if any Conduit
Purchaser in a Purchase Group declines to so purchase, each Committed Purchaser
in the related Purchase Group, shall purchase such undivided percentage
ownership interests through the Program Agent ratably in accordance with



                                       24
<PAGE>
their respective Committed Purchaser Percentages. Notwithstanding any contrary
provisions contained herein, Receivables Capital Corporation will not make any
Purchase hereunder on any Business Day which occurs five (5) or fewer Business
Days immediately prior to the termination of the Asset Purchase Agreement among
Receivables Capital Corporation and its related Liquidity Providers.

         (b) The Seller may, upon at least five (5) days' notice to the Program
Agent and the Managing Agents, terminate in whole or reduce in part the unused
portion of the Purchase Limit; provided that each partial reduction of the
Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple
of $1,000,000 in excess thereof. Any such reduction shall be allocated to each
Purchase Group ratably based on their Group Purchase Limits (unless otherwise
agreed to by the Program Agent, the Managing Agents, and the Seller) and shall
effect a corresponding ratable reduction in each Group Purchase Limit, and such
allocation to any Purchase Group shall be further allocated to each Committed
Purchaser in such Purchase Group ratably in accordance with their respective
Committed Purchaser Percentages (unless otherwise agreed to by such Committed
Purchasers).

         (c) The Purchasers, the Managing Agents and the Program Agent agree the
Seller shall be entitled to repurchase, in full or in part, the Purchasers'
Purchased Interests designated by the Seller with the result that the aggregate
Capital of the Purchased Interests shall be reduced by the amount of such
repurchase ratably among the Purchasers based upon outstanding Capital. Any such
repurchase shall occur on a Capital Payment Date and shall require the Seller to
notify the Program Agent and each of the Managing Agents in writing, (i) at
least three (3) Business Days in advance if the requested repurchase is
$300,000,000 or less and (ii) at least ten (10) Business Days in advance if the
requested repurchase is more than $300,000,000; provided, however, that no such
notice shall be required in connection with any reduction in Capital pursuant to
Section 2.02(c), Section 2.04(e)(iv), Section 2.04(f)(ii) or Section 2.04(g)(i).
The purchase price in respect thereof shall be an amount equal to the sum of (A)
the Capital of the Purchased Interests repurchased at such time, (B) all accrued
and unpaid Yield with respect to such Capital at such time, (C) if such
repurchase occurs on any date other than a Payment Date, the related Breakage
Amount, (D) in the case of a repurchase of all aggregate Capital so that the
Purchased Interest is reduced to zero, all accrued and unpaid Program Fees,
Other Fees, Servicer Fees (if the Servicer is not ATTWS or an Affiliate of
ATTWS) and all other amounts, other than Liquidity Fees, which may be owing to
the Program Agent, the Managing Agents, the Purchasers and the Liquidity
Providers hereunder or pursuant to any of the Facility Documents at such time,
and (E) in the case of a repurchase of all aggregate Capital so that the
Purchased Interest is reduced to zero in connection with the termination of this
Agreement, all accrued and unpaid Liquidity Fees at such time. Such purchase
price shall be payable in immediately available funds, and such repurchase shall
be without representation, warranty or recourse of any kind by, on the part of,
or against any Purchaser, any Managing Agent or the Program Agent. No reduction
of Capital to zero pursuant to this Section 2.01(c), shall affect the rights and
obligations of the parties hereto other than as specifically set forth in this
Agreement.

         (d) For the purpose of obtaining a valid and perfected first priority
ownership interest or security interest in each Transferred Receivable and in
the Related Security, Collections and other Receivables Assets with respect
thereto: (i) this Agreement is intended to constitute a



                                       25
<PAGE>
security agreement under the UCC; (ii) the Seller hereby grants to the Program
Agent a security interest in the Receivables Assets to secure Capital, Yield and
all other amounts payable to the Affected Parties pursuant to this Agreement or
any other Facility Document; and (iii) each Purchaser hereby appoints the
Program Agent as its representative with respect to the acquisition of Purchased
Interests and to be the named secured party on all financing statements filed on
behalf of the Purchasers.

         SECTION 2.02. Making the Purchases.

         (a) Types of Purchases. Each purchase of undivided percentage ownership
interests in the Receivables Assets by the Program Agent on behalf of the
Purchasers hereunder shall consist of either (i) a purchase made by the Program
Agent on behalf of the applicable Purchasers with new funds provided by such
Purchasers (each, a "Capital Purchase") or (ii) a purchase made by the Program
Agent on behalf of the applicable Purchasers in consideration for the
allocations made in accordance with Section 2.04 (each, a "Reinvestment
Purchase"). The first purchase hereunder shall be a Capital Purchase.

         (b) Capital Purchases. The Seller shall provide each of the Managing
Agents with a purchase notice, in the form of Exhibit B (each a "Purchase
Request"), no later than 3:00 p.m. (New York time) at least three (3) Business
Days prior to each Capital Purchase. Each Purchase Request shall, except as set
forth below, be irrevocable and shall specify the requested Purchase Price (not
to be less than $5,000,000) and date of purchase (which shall be a Business
Day). Each Purchase Group shall fund each Capital Purchase ratably based on the
respective Funding Percentage of such Purchase Group. The Conduit Purchasers of
each Purchase Group may, in their discretion, fund the Purchase Group's Funding
Percentage of such Capital Purchase (such amount of the Capital Purchase
allocated to such Purchase Group being referred to as the "Funding Amount") and
the Managing Agent of each Purchase Group shall allocate the portions of the
Funding Amount, if any, to be funded by each such Conduit Purchaser in its sole
discretion; provided that no Conduit Purchaser shall fund any portion of a
Capital Purchase if, after giving effect thereto, the aggregate Capital of its
Purchased Interest would exceed its Conduit Purchase Limit. In the event that
the Conduit Purchasers of any Purchase Group elect not to fund the Funding
Amount, then the Committed Purchasers in such Purchase Group shall, subject to
the terms and conditions of this Agreement including without limitation Section
3.03, fund such Funding Amount (or the unfunded portion thereof) ratably based
on the respective Committed Purchaser Percentages of such Committed Purchasers;
provided that (i) no Committed Purchaser shall be required to fund any portion
of a Capital Purchase if, after giving effect thereto, the aggregate Capital of
its Purchased Interest would exceed its Commitment, and (ii) no Purchaser shall
be required to fund any portion of a Capital Purchase if, after giving effect
thereto, the aggregate Capital of the Purchased Interests of all Purchasers in
its Purchase Group would exceed the Group Purchase Limit of its Purchase Group.
Each applicable Purchaser shall transfer the portion of such Capital Purchase to
be funded by it in immediately available funds to the account and on the date of
Capital Purchase specified in the related Purchase Request.

         (c) Reinvestment Purchases. Except during a Voluntary Liquidation
Period or any period during which Capital has been reduced to zero, on each
Business Day until the Termination Date, each Purchaser shall be automatically
deemed to have made a Reinvestment



                                       26
<PAGE>
Purchase unless, with respect to a Conduit Purchaser, the Managing Agent shall
have notified the Seller, the Servicer and the Program Agent that such Conduit
Purchaser shall not make such Reinvestment Purchase for any reason. If the
Managing Agent provides such notice, the Collections allocated to the Capital of
such Conduit Purchaser on such Business Day pursuant to Section 2.04 shall be
applied in reduction of such Conduit Purchaser's Capital in accordance with such
Section but without requiring, for the purposes of this Section 2.02(c), the
advance notice to be otherwise provided by the Seller to the Managing Agents
pursuant to Section 2.01(c). The Seller may, on the day it receives such notice,
request that the related Committed Purchasers fund the amount of such
Reinvestment Purchase as a Capital Purchase by notice to the Program Agent and
the Managing Agents in accordance with Section 2.02(b) but without requiring,
for the purposes of this Section 2.02(c), the advance notice to be otherwise
provided by the Seller to the Managing Agents pursuant to Section 2.02(b).

         (d) Purchase Price. The purchase price (the "Purchase Price") (i) with
respect to a Capital Purchase shall be equal to the amount requested by the
Seller to be paid by the applicable Purchasers pursuant to Section 2.02(a) and
(ii) with respect to a Reinvestment Purchase shall be equal to the amount of
Collections allocated to the Capital of the Purchasers on the date of such
Reinvestment Purchase pursuant to Section 2.04. The Purchase Price for a Capital
Purchase may in no event be greater than the excess, if any, of (1) the lesser
of the Purchase Limit and the Adjusted Net Receivables Pool Balance on the date
of such Purchase, over (2) the aggregate amount of outstanding Capital (before
giving effect to such Purchase).

         (e) Several Nature of the Obligations. The Commitments of the Committed
Purchasers hereunder are several and not joint. The failure of any Committed
Purchaser to make any Purchase required to be made by it in accordance with
Section 2.02(b) shall not relieve any other Committed Purchaser of its
obligation, if any, hereunder to make any payment required of it on such day or
on any later date, but no Committed Purchaser shall be responsible for the
failure of any other Committed Purchaser to make any Purchase or other payment
required hereunder to be made by such other Committed Purchaser.

         SECTION 2.03. Yield and Fees. Yield shall accrue on the outstanding
Capital of a Purchased Interest on each day during a Settlement Period at the
applicable Purchaser Rate. On each Payment Date, the Seller shall pay to each
Managing Agent, for the account of the related Purchasers, an amount equal to
accrued and unpaid Yield for such Purchased Interest(s) and, Liquidity Fees,
Program Fees and, if applicable, Other Fees with respect to the immediately
preceding Settlement Period from Collections in accordance with Section 2.04.

         SECTION 2.04. Settlement Procedures.

         (a) Deemed Collections. If on any day the Outstanding Balance of any
Transferred Receivable is either reduced or canceled as a result of a Dilution
Factor, the Seller shall be deemed to have received on such day, an amount equal
to the amount of such reduction, or in the case of a cancellation, the
Outstanding Balance of such Diluted Receivable. If the Seller is on any day
deemed to have received Collections pursuant to this Section 2.04(a), the Seller
shall pay an amount of funds equal to such deemed Collections to the Servicer
for allocation and application in accordance with this Section 2.04.



                                       27
<PAGE>
         (b) Daily Allocation of Collections. On each Business Day during a
Settlement Period, the Servicer shall determine the Collections received on such
day and shall allocate such Collections in the following manner:

                  (i) first, set aside and hold in trust for the benefit of the
         Purchasers, an amount equal to the product of (x) the aggregate of the
         Purchased Interests (expressed as a percentage), and (y) the amount of
         such Collections on such day, which amount shall be applied by the
         Servicer in accordance with Section 2.04(c) below; and

                  (ii) second, pay the balance of such Collections to the
         Seller.

         (c) Daily Application of Collections. The Servicer shall apply the
Collections allocated pursuant to Section 2.04(b)(i) in the following order of
priority:

                  (i) first, prior to the Termination Date, at any time that a
         Voluntary Liquidation Period is not in effect, if a Reinvestment
         Purchase is to be made on such day in accordance with Section 2.02(c)
         hereof, to the Seller in the amount of such Reinvestment Purchase;

                  (ii) second, if and to the extent Collections are not applied
         in accordance with clause (i) of this Section 2.04(c), the Servicer
         shall set aside and hold such Collections in trust for the benefit of
         the Purchasers; provided, however, that if (A) an Event of Termination
         has occurred and is continuing or a Voluntary Liquidation Period is in
         effect, and (B) the Collection Account has been established by the
         Program Agent, the Servicer shall deposit such Collections to the
         Collection Account.

         (d) Application of Funds on Payment Dates Prior to the Termination
Date. By 2:00 p.m., New York City time, on each Payment Date which is prior to
the Termination Date and does not occur during a Voluntary Liquidation Period,
funds held by the Servicer shall be distributed in the following order of
priority:

                  (i) first, ratably to the Purchasers in payment of all accrued
         and unpaid Yield;

                  (ii) second, to the relevant Affected Parties (or the
         Servicer, as the case may be) in payment of the following amounts in
         the following order: all accrued and unpaid (1) Liquidity Fees, (2)
         Program Fees, (3) Other Fees and (4) Servicer Fees;

                  (iii) third, the remaining balance shall be released to the
         Servicer for application in accordance with Section 2.04(c).

         (e) Application of Collections on Payment Dates During a Voluntary
Liquidation Period or Following the Termination Date. By 2:00 p.m., New York
City time, on each Payment Date during a Voluntary Liquidation Period or on and
after the Termination Date, the Servicer shall apply all Collections received by
or on behalf of the Seller in the following order of priority; provided,
however, that if the Collection Account has been established, the Servicer



                                       28
<PAGE>
shall remit all Collections received by or on behalf of the Seller to the
Collection Account and, on each Payment Date, the Program Agent shall apply all
such Collections in the following order of priority:

                  (i) first, ratably to the Purchasers in payment of all accrued
         and unpaid Yield;

                  (ii) second, if the Servicer is not ATTWS or an Affiliate of
         ATTWS, to the Servicer in payment of accrued and unpaid Servicer Fee;

                  (iii) third, (A) during a Voluntary Liquidation Period prior
         to the Termination Date, ratably to the Purchasers in payment of all
         accrued and unpaid (1) Program Fees and (2) if such Payment Date is
         also the third (3rd) Business Day of the Monthly Period, Liquidity
         Fees; or (B) from and after the Termination Date, ratably to the
         Purchasers in payment of the following amounts in the following order:
         all accrued and unpaid (1) Liquidity Fees and (2) Program Fees;

                  (iv) fourth, if such Payment Date is also a Capital Payment
         Date, ratably to the Managing Agents, for the benefit of the Purchasers
         in their respective Purchase Groups, based on their respective Group
         Purchase Limits, in payment of outstanding Capital until Capital is
         reduced to zero;

                  (v) fifth, to the relevant Affected Parties in payment of
         accrued and unpaid Other Fees;

                  (vi) sixth, if the Servicer is ATTWS or an Affiliate of ATTWS,
         to the Servicer in payment of accrued and unpaid Servicer Fee; and

                  (vii) seventh, following reduction of outstanding Capital to
         zero during a Voluntary Liquidation Period or the Final Collection
         Date, as applicable, the balance to the Seller.

         (f) Application of Funds on Capital Payment Dates Prior to the
Termination Date. By 2:00 p.m., New York City time, on each Capital Payment Date
prior to the Termination Date and when no Voluntary Liquidation Period is in
effect, funds held by the Servicer shall be distributed in the following order
of priority:

                  (i) first, ratably to the Managing Agents, for the benefit of
         the Purchasers in their respective Purchase Groups, based on the
         respective aggregate outstanding Capital of the Purchase Groups, in
         payment of an amount equal to the excess (if any) of the Required
         Receivables Balance over the Net Receivables Pool Balance as of the
         last day of the immediately preceding Settlement Period;

                  (ii) second, to each Conduit Purchaser not making a
         Reinvestment Purchase that portion of remaining funds ratably allocable
         to such Conduit Purchaser based upon its Conduit Purchase Limit until
         its Capital is reduced to zero; and



                                       29
<PAGE>
                  (iii) third, the remaining balance shall be released to the
         Servicer for application in accordance with Section 2.04(c).

         (g) Application of Funds on Capital Payment Dates During a Voluntary
Liquidation Period or Following the Termination Date. By 2:00 p.m., New York
City time, on each Capital Payment Date during a Voluntary Liquidation Period or
on or after the Termination Date, funds held by the Servicer shall be
distributed in the following order of priority; provided, however, that if the
Collection Account has been established during a Voluntary Liquidation Period or
after the Termination Date, the Servicer shall remit all Collections received by
or on behalf of the Seller to the Collection Account and, on each Capital
Payment Date, the Program Agent shall apply all such Collections in the
following order of priority:

                  (i) first, ratably to the Managing Agents, for the benefit of
         the Purchasers in their respective Purchase Groups, based on the
         aggregate outstanding Capital of the Purchase Groups, in payment of
         outstanding Capital until Capital is reduced to zero; and

                  (ii) second, following the reduction of outstanding Capital to
         zero during a Voluntary Liquidation Period or the Final Collection
         Date, as applicable, the balance to the Seller.

         (h) Application of Funds Remitted to Collection Account. On each
Business Day on which Collections are remitted to or deposited in the Collection
Account as the result of the exercise of the Program Agent's rights pursuant to
Section 6.03, the Program Agent shall distribute such funds from the Collection
Account in accordance with Section 2.04.

         (i) Allocation by Managing Agent. Amounts received by a Managing Agent
in respect of Capital of the Conduit Purchasers in its Purchase Group may be
allocated between such Conduit Purchasers by such Managing Agent in its sole
discretion.

         SECTION 2.05. Payments and Computations, Etc. All amounts to be paid or
deposited by the Seller or the Servicer hereunder shall be paid or deposited in
accordance with the terms hereof no later than 2:00 p.m. (New York City time) on
the day when due in lawful money of the United States of America in immediately
available funds to such account as the Program Agent or the relevant Managing
Agents may designate from time to time in writing. The Seller and the Servicer
shall, to the extent permitted by law, pay to the Affected Party interest on all
amounts not paid or deposited or debited by such Person when due hereunder at 2%
per annum above the Base Rate, payable on demand. All computations of interest
and all computations of Yield, Liquidity Fees, Program Fees and Servicer Fees
hereunder shall be made on the basis of a year of 360 days (or in the case of
calculations using the Base Rate 365/366 days) for the actual number of days
(including the first but excluding the last day) elapsed. In no event shall any
provision of this Agreement require the payment or permit the collection of
Yield or interest in excess of the maximum permitted by applicable law. In the
event that any payment hereunder (whether constituting a payment of Capital,
Yield or any other amount) is rescinded or must otherwise be returned for any
reason, the amount of such payment shall be restored and such payment shall be
considered not to have been made.



                                       30
<PAGE>
         SECTION 2.06. Additional Yield. To the extent Yield is calculated
during any Settlement Period by reference to the LIBO Rate, the Seller shall pay
to the Affected Party (without duplication of amounts otherwise payable
hereunder), so long as such Affected Party shall be required under regulations
of the Board of Governors of the Federal Reserve System to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional Yield ("Additional Yield") on outstanding Capital for
each day during such Settlement Period, at a rate per annum equal at all times
to the remainder obtained by subtracting (i) the LIBO Rate of such Settlement
Period from (ii) the rate obtained by dividing such LIBO Rate by the percentage
equal to 100% minus the Eurodollar Reserve Percentage for such Settlement
Period.

         SECTION 2.07. Yield Protection. If due to either: (i) the introduction
of or any change (including, without limitation, any change by way of imposition
or increase of reserve requirements) in or in the interpretation by any
Governmental Authority of any law or regulation (other than laws or regulations
relating to taxes) after the date hereof or (ii) the compliance by any
Purchaser, any Liquidity Provider, the Program Agent or any Managing Agent with
any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law) imposed after the date hereof, (1)
there shall be an increase in the cost to such Purchaser or such Liquidity
Provider of accepting, funding or maintaining any Purchase hereunder or of
extending a commitment in respect thereof, or (2) such Purchaser or such
Liquidity Provider shall be required to make a payment calculated by reference
to the Purchased Interests purchased by it or Yield received by it, then the
Seller shall, from time to time, upon demand by the related Managing Agent, pay
such Managing Agent for the account of such Purchaser or such Liquidity Provider
(as a third party beneficiary, in the case of any Affected Party other than one
of the Purchasers), that portion of such increased costs incurred, amounts not
received or required payment made or to be made, which such Managing Agent
reasonably determines is attributable to accepting, funding and maintaining, or
extending a commitment to make, any Purchase hereunder or pursuant to any Asset
Purchase Agreement or similar liquidity facility. In determining such amount,
such Managing Agent may use any reasonable averaging and attribution methods.
The applicable Purchaser or the applicable Liquidity Provider shall submit to
the Seller a certificate describing such increased costs incurred, amounts not
received or receivable or required payment made or to be made, which certificate
shall, in the absence of manifest error, be conclusive and binding for all
purposes and shall state that substantially all similarly situated obligors of
such Purchaser or Liquidity Provider are being treated similarly.

         SECTION 2.08. Increased Capital.

         (a) If either (i) the introduction of or any change in or in the
interpretation by any Governmental Authority of any law or regulation or (ii)
compliance by any Affected Party with any guideline or request from any central
bank or other Governmental Authority (whether or not having the force of law)
imposed after the date hereof affects or would affect the amount of capital
required or expected to be maintained by such Affected Party or such Affected
Party determines that the amount of such capital is increased by or based upon
the existence of any Purchaser's agreement, in its discretion, to make or
maintain Purchases hereunder and other similar agreements or facilities, then,
upon demand by such Affected Party or the related Managing Agent, the Seller
shall immediately pay to such Affected Party (as a third party


                                       31
<PAGE>
beneficiary, in the case of any Affected Party other than one of the Purchasers)
or the related Managing Agent for the account of such Affected Party from time
to time, as specified by such Affected Party or such Managing Agent, additional
amounts sufficient to compensate such Affected Party in light of such
circumstances, to the extent that such Affected Party or such Managing Agent on
behalf of such Affected Party determines such increase in capital to be
allocable to the existence of the applicable Purchaser's agreements hereunder. A
certificate as to such amounts submitted to the Seller by such Affected Party or
the Program Agent, shall, in the absence of manifest error, be conclusive and
binding for all purposes and shall state that substantially all similarly
situated obligors of such Purchaser or Liquidity Provider are being treated
similarly.

         (b) If any Affected Party shall incur any loss, cost or expense as a
result of the failure of any Capital Purchase to be made on the date specified
in the applicable Purchase Request for any reason (other than the failure of
such Affected Party to fund any such Capital Purchase), the Seller shall, upon
demand by such Affected Party or the related Managing Agent, pay such Affected
Party or such Managing Agent the amount of such losses, costs and expenses;
provided, however, if, in connection with an Asset Purchase Agreement or similar
liquidity facility of any Conduit Purchaser in connection with this Agreement or
the funding or maintenance of purchases of Purchased Interests hereunder, such
Conduit Purchaser is required to compensate a bank or other financial
institution under circumstances similar to those described in this Section 2.08
then upon demand by such Conduit Purchaser, the Seller shall pay to such Conduit
Purchaser such additional amount or amounts as may be necessary to reimburse
such Conduit Purchaser for any such amounts paid by it. Such Affected Party or
Managing Agent shall submit to the Seller a certificate as to such amounts,
which certificate shall, in the absence of manifest error, be conclusive and
binding for all purposes.

         SECTION 2.09. Taxes.

         (a) Except to the extent required by applicable law, any and all
payments and deposits required to be made hereunder or under any instrument
delivered hereunder by the Seller hereunder shall be made, in accordance with
Section 2.05, free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto (except for net income taxes that are imposed
by the United States and franchise taxes and net income taxes that are imposed
on such Affected Party by the state or foreign jurisdiction under the laws of
which such Affected Party is organized or in which it is otherwise doing
business or any political subdivision thereof). If the Seller or the Servicer
shall be required by law to make any such deduction, (i) the Seller shall make
an additional payment to such Affected Party, in an amount sufficient so that,
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.09), such Affected Party receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Seller or the Servicer, as the case may be, shall make such
deductions and (iii) the Seller or the Servicer, as the case may be, shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

         (b) In addition, the Seller agrees to pay any present or future stamp
or other documentary taxes or any other excise or property taxes or similar
levies which arise from any



                                       32
<PAGE>
payment made hereunder or under any instrument delivered hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any instrument delivered hereunder.

         (c) Each Affected Party which is not organized under the laws of the
United States or any State thereof shall, on or prior to the date that such
Affected Party becomes a party to or obtains rights under this Agreement, and
prior to any payment being made by the Seller to such Affected Party, deliver to
the Seller (i) two duly completed and executed copies of the IRS Form W-8 BEN or
W-8 ECI (or any successor form) as applicable; and (ii) such other forms or
certificates as may be required under the laws of any applicable jurisdiction
(on or before the date that any such form expires or becomes obsolete), in order
to permit the Seller to make payments to, and deposit funds to or for the
account of, such Affected Party hereunder and under the other Facility Documents
without any deduction or withholding for or on account of any tax. Each such
Affected Party shall submit to the Seller (with copies to the Program Agent) two
updated, completed, and duly executed versions of: (i) all forms referred to in
the previous sentence upon the expiry of, or the occurrence of any event
requiring a change in, the most recent form previously delivered by it to the
Seller or the substitution of such form; and (ii) such extensions or renewals
thereof as may reasonably be requested by the Seller.

         SECTION 2.10. Tax and Accounting Treatment. It is the intention of the
Seller, the Servicer, the Program Agent and the Purchasers that (i) any
outstanding Capital will be treated as indebtedness of the Seller to the
Purchasers secured by the Receivables Assets for all state, federal and local
tax purposes, and (ii) each Purchase hereunder will be treated as a loan for
accounting purposes (the "Intended Characterization"). Each of the Seller, the
Servicer, the Program Agent, the Managing Agents and the Purchasers, by entering
into this Agreement, agrees to report such transactions in a manner consistent
with the Intended Characterization.

         SECTION 2.11. Sale Agreement Rights. The Seller acknowledges that all
of the Seller's right, title and interest in, to and under the Sale Agreement
are part of the Receivables Assets. The Program Agent agrees that, without
limiting the provisions of Section 5.01(k) or Section 5.03(n), unless an Event
of Termination has occurred and is continuing, the Seller shall have the right
to enforce all of its rights and remedies under the Sale Agreement. The
assignment to the Program Agent pursuant to this Section 2.11 shall terminate
upon the Final Collection Date; provided, however, that the rights of the
Program Agent pursuant to such assignment with respect to rights and remedies in
connection with any indemnification or any breach of any representation,
warranty or covenant made by any Originator in the Sale Agreement shall be
continuing and shall survive any termination of such assignment.

         SECTION 2.12. Distribution of Ineligible Receivables. Notwithstanding
Section 5.03(a), prior to the Final Collection Date, so long as no Event of
Termination or event which would constitute an Event of Termination but for the
requirement that notice be given or time elapse or both, exists, the Seller may,
at its discretion distribute Transferred Receivables other than Eligible
Receivables to AB Cellular as the sole shareholder of the Seller; provided that
(a) the aggregate amount of Transferred Receivables so distributed, when added
to the aggregate amount of all Transferred Receivables previously so distributed
during the current calendar year, shall not exceed eight percent (8.0%) of the
aggregate Outstanding Balance of all Transferred



                                       33
<PAGE>
Receivables on such day, and (b) the security interest created hereunder in
favor of the Program Agent, for the benefit of the Purchasers, shall continue in
such Transferred Receivables.

         SECTION 2.13. Voluntary Liquidation. (a) In addition to the Seller's
right to liquidate the Purchased Interests, in full or in part, pursuant to
Section 2.01(c), the Seller may, upon at least ten (10) Business Days' prior
written notice (each such notice, a "Voluntary Liquidation Notice") to the
Program Agent and the Managing Agents, commence a period during which Capital
will be fully liquidated from Collections (each such period, a "Voluntary
Liquidation Period"). Each such Voluntary Liquidation Notice shall include the
date of the commencement of the Voluntary Liquidation Period.

         (a) During each Voluntary Liquidation Period (i) the Servicer shall
deliver a Weekly Report to the Managing Agents on each Weekly Reporting Date,
(ii) Collections shall continue to be applied in accordance with Section 2.04,
(iii) no Capital Purchases or Reinvestment Purchases shall be made by the
Purchasers, and (iv) no "Purchases" under and as defined in the Sale Agreement
shall be made by the Seller.

         (b) After the commencement of a Voluntary Liquidation Period pursuant
to this Section 2.13, no Capital Purchase shall be made by the Purchasers until
the Seller has requested a new Capital Purchase and each of the conditions
precedent set forth in Section 3.02 have been satisfied, whereupon such
Voluntary Liquidation Period shall terminate regardless of whether or not
Capital has been reduced to zero. No reduction of Capital pursuant to this
Section 2.13 shall affect the rights and obligations of the parties hereto other
than as specifically set forth in this Agreement.

                                   ARTICLE III
                             CONDITIONS OF PURCHASES

         SECTION 3.01. Conditions Precedent to Initial Purchase. The Managing
Agents shall have received each of the documents, instruments, opinions and
other agreements listed on Exhibit G, together with all fees due and payable on
the date hereof and on the Effective Date as a condition precedent to the
Initial Purchase.

         SECTION 3.02. Conditions Precedent to Purchases during a Voluntary
Liquidation Period or after Reduction of Capital to Zero. During a Voluntary
Liquidation Period or, if as a result of any repurchase pursuant to Section
2.01(c) or liquidation pursuant to Section 2.13, Capital is reduced to zero, no
Purchase shall be made by the Purchasers unless the Seller has delivered to the
Managing Agents, at least ten (10) Business Days prior to the requested date of
such Capital Purchase (i) a Purchase Request, (ii) a reaffirmation of the
Performance Undertaking executed by ATTWS, and (iii) an opinion of counsel, in
form and substance satisfactory to the Managing Agents, concerning the
"true-sale" nature of the "Purchases" under and as defined in the Sale Agreement
and the potential for substantive consolidation of the Seller with the
Originators or ATTWS in any proceeding of the type described in Section 7.01(f).

         SECTION 3.03. Conditions Precedent to All Purchases. Each Purchase
(including, without limitation, the Initial Purchase and any purchase described
in Section 3.02) by the



                                       34
<PAGE>
Purchasers from the Seller shall be subject to the further conditions precedent
that on the date of each Purchase, each of the following shall be true and
correct both before and after giving effect to such Purchase:

                  (i) Each Managing Agent shall have received from the Servicer
         the Investor Report most recently required to be delivered pursuant to
         Section 5.04(b)(v) and, during a Level 2 Ratings Downgrade Period, the
         Weekly Report most recently required to be delivered pursuant to
         Section 5.04(b)(vi).

                  (ii) The representations and warranties contained in Article
         IV are correct on and as of such date as though made on and as of such
         date (except for those representations and warranties which are
         specifically made only as of a different date, which such
         representations and warranties shall be correct on and as of the date
         made);

                  (iii) No event has occurred and is continuing, or would result
         from such Purchase which constitutes an Event of Termination or would
         constitute an Event of Termination but for the requirement that notice
         be given or time elapse or both; and

                  (iv) With respect to Purchases requested to be made by a
         Conduit Purchaser the related Managing Agent shall not have delivered
         to the Seller a notice stating that such Conduit Purchaser shall not
         make any further Purchases hereunder.

Each delivery of a Purchase Request to the Managing Agents, and the acceptance
by the Seller of the Purchase Price with respect to any Purchase, shall
constitute a representation and warranty by the Seller that, as of the date of
such Purchase, both before and after giving effect thereto and the application
of the proceeds thereof, each of the foregoing statements are true and correct.
It is expressly understood that each Reinvestment Purchase, unless any
applicable Managing Agent has notified the Seller, the Servicer and the Program
Agent, in accordance with Section 2.02(c), that such Reinvestment Purchase shall
not be made, shall occur automatically on each day that the Servicer shall
receive any Collections without the requirement that any further action be taken
on the part of any Person and notwithstanding the failure of the Seller to
satisfy any of the foregoing conditions precedent in respect of such
Reinvestment Purchase.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01. Representations and Warranties of the Seller. The Seller
represents and warrants as follows:

         (a) Due Formation and Good Standing. The Seller is a corporation, duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and is duly qualified to do business, and is in good standing, in
every jurisdiction where the nature of its business requires it to be so
qualified.



                                       35
<PAGE>
         (b) Due Authorization and No Conflict. The execution, delivery and
performance by the Seller of this Agreement, the Sale Agreement and all other
Facility Documents to which it is a party, and the transactions contemplated
hereby and thereby, are within the Seller's corporate powers, have been duly
authorized by all necessary corporate action on the part of the Seller, do not
contravene (i) the Seller's articles of incorporation or by-laws, (ii) any law,
rule or regulation applicable to the Seller, (iii) any contractual restriction
contained in any indenture, loan or credit agreement, lease, mortgage, security
agreement, bond, note, or other agreement or instrument binding on the Seller or
its property, or (iv) any order, writ, judgment, award, injunction or decree
binding on the Seller or its property, and do not result in or require the
creation of any Adverse Claim upon or with respect to any of its properties
pursuant to any indenture, loan or credit agreement, lease, mortgage, security
agreement, bond, note or other agreement binding on the Seller or its
properties; and no transaction contemplated hereby requires compliance with any
bulk sales act or similar law. This Agreement, the Sale Agreement and the other
Facility Documents to which the Seller is a party have been duly executed and
delivered on behalf of the Seller.

         (c) Governmental Consent. No authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority is required for
the due execution, delivery and performance by the Seller of this Agreement, the
Sale Agreement or any other agreement, document or instrument to be delivered by
it hereunder, except for filings under the UCC required under Article III.

         (d) Enforceability of Facility Documents. This Agreement, the Sale
Agreement and each other Facility Document to be delivered by the Seller in
connection herewith constitute the legal, valid and binding obligations of the
Seller enforceable against the Seller in accordance with their respective terms,
subject to the Enforceability Exceptions.

         (e) No Litigation. There are no actions, suits or proceedings pending,
or to the knowledge of the Seller threatened, against the Seller or the property
of the Seller, in any court, or before any arbitrator of any kind, or before or
by any Governmental Authority. The Seller is not in default with respect to any
order of any court, arbitrator or Governmental Authority.

         (f) Perfection of Interest in Transferred Receivables and Receivables
Assets. Each Transferred Receivable is owned by the Seller free and clear of any
Adverse Claim, and the Purchasers have acquired a valid and perfected first
priority ownership interest (to the extent of the pertinent Purchased Interest)
or security interest in each Transferred Receivable, and in the Related
Security, Collections and other Receivables Assets with respect thereto, in each
case free and clear of any Adverse Claim; and (x) no effective financing
statement or other instrument similar in effect, is filed in any recording
office listing the Seller as debtor or seller, covering any Transferred
Receivable, Related Security, Collections or other Receivables Assets except
such as may be filed in favor of the Program Agent in accordance with this
Agreement, and (y) no effective financing statement or other instrument similar
in effect, is filed in any recording office listing any Originator as debtor or
seller, covering any Transferred Receivable, Related Security, Collections or
other Receivables Assets except such as may be filed in favor of the Seller and
assigned to the Program Agent in accordance with this Agreement.



                                       36
<PAGE>
         (g) Accuracy of Information. No Investor Report, Weekly Report or
Purchase Request (in each case, if prepared by the Seller) information, exhibit,
financial statement, document, book, record or report furnished or to be
furnished by the Seller to the Program Agent, any Managing Agent, any Purchaser
or any Liquidity Provider in connection with this Agreement is or shall be
inaccurate in any material respect as of the date it is or shall be dated or
(except as otherwise disclosed to the Program Agent, such Managing Agent, such
Purchaser or such Liquidity Provider, as the case may be, at such time) as of
the date so furnished and no such document contains, or will contain, any untrue
statement of a material fact or omits, or will omit, a material fact necessary
in order to make the statements contained therein not misleading.

         (h) Location of Chief Executive Office and Records; Organizational
Identification Number. The principal place of business and chief executive
office of the Seller are located at the address of the Seller referred to in
Section 10.02 hereof and the locations of the offices where the Seller keeps all
the Records are listed on Exhibit E. The Seller's organizational identification
number is 3496511.

         (i) Account Information. The names and addresses of all the Lock-Box
Processors, the Lock-Box Banks, together with the addresses of the Lock-Boxes
and the account numbers of the Lock-Box Accounts of the Seller at such Lock-Box
Banks are as specified in Exhibit F. The Lock-Boxes set forth on Exhibit F are
the only addresses to which Obligors are directed to make payment of Transferred
Receivables. The Lock-Box Accounts set forth on Exhibit F are the only accounts
to which Obligors remit Collections of Transferred Receivables.

         (j) No Trade Names. The Seller has no, and has not used any, trade
names, fictitious names, assumed names or "doing business as" names.

         (k) Investments. The Seller does not own or hold, directly or
indirectly (i) any capital stock or equity security of, or any equity interest
in, any Person or (ii) any debt security or other evidence of Indebtedness of
any Person, except for Permitted Investments.

         (l) Facility Documents. The Sale Agreement is the only agreement
pursuant to which the Seller directly or indirectly purchases and receives
capital contributions of Receivables or any other accounts receivable from the
Originators and the Facility Documents delivered to the Program Agent represent
all agreements between the Originators and the Seller. Upon the purchase or
contribution to capital of each Receivable pursuant to the Sale Agreement, the
Seller shall be the lawful owner of, and have good title to, such Receivable and
all Related Security and Collections with respect thereto, free and clear of any
Adverse Claims.

         (m) Business. Since its formation, the Seller has conducted no business
other than the purchase and receipt of capital contributions of Receivables and
related assets from the Originators under the Sale Agreement, the assignment of
Receivables Assets under this Agreement to finance any such purchases, and such
other activities as are incidental to the foregoing. The Facility Documents are
the only agreements to which Seller is a party.

         (n) Taxes. The Seller has filed or caused to be filed all Federal,
state and local tax returns which are required to be filed by it, and has paid
or caused to be paid all taxes (including,



                                       37
<PAGE>
without limitation, all sales, excise and personal property taxes) prior to such
taxes becoming delinquent, except to the extent that (i) the validity of such
taxes or assessments is being contested in good faith by appropriate
proceedings, or (ii) such delinquency could not reasonably be expected to have a
Material Adverse Effect.

         (o) Solvency. The Seller: (i) is not "insolvent" (as such term is
defined in Section 101(32)(A) of the Bankruptcy Code), (ii) is able to pay its
debts as they come due; and (iii) does not have unreasonably small capital for
the business in which it is engaged or for any business or transaction in which
it is about to engage.

         (p) Investment Company Act. The Seller is not an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

         (q) Use of Proceeds. No proceeds of any Purchase will be used by the
Seller to acquire any security in any transaction which is subject to Section 13
or 14 of the Securities Exchange Act of 1934, as amended.

         (r) Current Transactions. Each Purchase of Receivables Assets will
constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of
the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition
of notes, drafts, acceptances, open accounts receivable or other obligations
representing part or all of the sales price of merchandise, insurance or
services within the meaning of Section 3(c)(5) of the Investment Company Act of
1940, as amended.

         (s) Ownership. As of the date hereof, all of the outstanding capital
stock of the Seller is directly owned of record by AB Cellular, all of which is
validly issued, fully paid and nonassessable and there are no options, warrants
or other rights to acquire capital stock of the Seller. All of the outstanding
membership interests of AB Cellular are indirectly owned by ATTWS, all of which
is validly issued, fully paid and nonassessable and there are no options,
warrants or other rights to acquire membership interests of AB Cellular.

         (t) Non-Affiliate. The Seller is not an Affiliate of any Purchaser
hereunder.

         (u) Eligibility of Eligible Receivables. Each Receivable included as an
Eligible Receivable in the calculation of the Net Receivables Pool Balance
satisfies the requirements of eligibility contained in the definition of
"Eligible Receivable" as of the date of such inclusion.

         (v) Information from Accountants. The Seller has advised its
independent certified public accountants that the Managing Agents have been
authorized to review and discuss with such accountants, as they may reasonably
request, any and all financial statements and other information of any kind that
such accountants may have which relate to the Receivables, Related Security and
Collections with respect thereto, and the Seller has directed such accountants
to comply with any reasonable request of the Program Agent for such information.



                                       38
<PAGE>
         (w) Payments to Originators. With respect to each Transferred
Receivable, the Seller (i) shall have received such Transferred Receivable as a
contribution to the capital of the Seller by an Originator or (ii) shall have
purchased such Transferred Receivable from an Originator in exchange for payment
(made by the Seller to such Originator in accordance with the provisions of the
Sale Agreement) in an amount which constitutes fair consideration and reasonably
equivalent value. No such sale referred to in clause (ii) of the preceding
sentence shall have been made for or on account of an antecedent debt owed by
such Originator to the Seller and no such sale is or may be voidable or subject
to avoidance under any section of the Bankruptcy Code.

         (x) Material Adverse Effect. Since December 31, 2000, no event has
occurred which would have a Material Adverse Effect.

         (y) Compliance with Credit and Collection Policy. The Seller has
complied in all material respects with the Credit and Collection Policy with
regard to each Transferred Receivable and the related Contract and has not made
any change to such Credit and Collection Policy other than as permitted under
Section 5.03(c).

         (z) Enforceability of Contracts. Each Contract with respect to each
Transferred Receivable is effective to create, and has created, a legal, valid
and binding obligation of the related Obligor to pay the Outstanding Balance of
the Transferred Receivable created thereunder, enforceable against such Obligor
in accordance with its terms, subject to the Enforceability Exceptions.

         SECTION 4.02. Representations and Warranties of the Servicer. The
Servicer represents and warrants as follows:

         (a) Due Formation and Good Standing. The Servicer is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Nevada, has all requisite power and authority to carry on its business as now
conducted and is qualified to do business in, and is in good standing in, every
jurisdiction where the nature of its business requires it to be so qualified
except where the failure so to qualify would not reasonably be expected to have
a Material Adverse Effect.

         (b) Due Authorization and No Conflict. The execution, delivery and
performance by the Servicer of this Agreement, the Sale Agreement and all other
Facility Documents to which it is a party, and the transactions contemplated
hereby and thereby, are within the Servicer's corporate powers, have been duly
authorized by all necessary corporate action on the part of the Servicer, do not
contravene (i) the Servicer's certificate of incorporation or by-laws, (ii) any
law, rule or regulation applicable to the Servicer, (iii) any contractual
restriction contained in any indenture, loan or credit agreement, lease,
mortgage, security agreement, bond, note, or other agreement or instrument
binding on the Servicer or its property, or (iv) any order, writ, judgment,
award, injunction or decree binding on the Servicer or its property, and do not
result in or require the creation of any Adverse Claim upon or with respect to
any of its properties pursuant to any material indenture, loan or credit
agreement, lease, mortgage, security agreement, bond, note or other agreement
binding on the Servicer or its properties; and no transaction contemplated
hereby requires compliance with any bulk sales act or similar law.



                                       39
<PAGE>
This Agreement, the Sale Agreement and the other Facility Documents to which the
Servicer is a party have been duly executed and delivered on behalf of the
Servicer.

         (c) Governmental Approvals. The transactions contemplated by this
Agreement and the Facility Documents require no action by or in respect of, or
filing with, any governmental body, agency or official.

         (d) Enforceability of Facility Documents. This Agreement, the Sale
Agreement and each other Facility Document to be delivered by the Seller in
connection herewith constitute the legal, valid and binding obligations of the
Seller enforceable against the Seller in accordance with their respective terms,
subject to the Enforceability Exceptions.

         (e) No Litigation. There are no actions, suits or proceedings pending,
or to the knowledge of the Servicer threatened, against the Servicer or the
property of the Servicer, in any court, or before any arbitrator of any kind, or
before or by any Governmental Authority, which could reasonably be expected to
have a Material Adverse Effect with respect to the Servicer or its property or
which (i) assert the invalidity of any Facility Document or any action to be
taken by the Servicer in connection therewith, or (ii) seek to prevent the
consummation of the transactions contemplated by this Agreement and the other
Facility Documents. The Servicer is not in default with respect to any order of
any court, arbitrator or Governmental Authority a default in respect of which
would reasonably be expected to have a Material Adverse Effect.

         (f) Accuracy of Information. No Investor Report, Weekly Report or
Purchase Request (in each case, if prepared by the Servicer) information,
exhibit, financial statement, document, book, record or report, furnished or to
be furnished by the Servicer to the Program Agent, any Managing Agent, any
Purchaser or any Liquidity Provider in connection with this Agreement is or
shall be inaccurate in any material respect as of the date it is or shall be
dated or as of the date so furnished (except as otherwise disclosed to the
Program Agent, such Managing Agent, such Purchaser or such Liquidity Provider,
as the case may be, at such time) and no such document contains, or will
contain, any untrue statement of a material fact or omits, or will omit, a
material fact necessary in order to make the statements contained therein not
misleading.

         (g) Account Information. The Lock-Boxes set forth on Exhibit F are the
only addresses to which Obligors are directed to make payment on Transferred
Receivables. The Lock-Box Accounts set forth on Exhibit F are the only accounts
to which Obligors remit Collections of Transferred Receivables.

         (h) Software. The Servicer has the right (whether by license,
sublicense or assignment) to use all of the computer software used to account
for the Transferred Receivables to the extent necessary to administer the
Transferred Receivables.

         (i) Eligibility of Eligible Receivables. Each Transferred Receivable
included as an Eligible Receivable in the calculation of the Net Receivables
Pool Balance satisfies the requirements of eligibility contained in the
definition of "Eligible Receivable" as of the date of such inclusion.



                                       40
<PAGE>
         (j) Material Adverse Effect. Since December 31, 2000, no event has
occurred which would have a Material Adverse Effect.

         (k) Compliance with Credit and Collection Policy. The Servicer has
complied in all material respects with the Credit and Collection Policy with
regard to each Transferred Receivable.

         (l) Financial Statements. The Servicer has heretofore furnished to the
Program Agent and the Managing Agents copies of (i) the combined financial
statements for the year ended December 31, 2000 of ATTWS filed with the
Securities and Exchange Commission and (ii) ATTWS' combined financial statements
for the nine months ended September 30, 2001 filed with the Securities and
Exchange Commission. Such financial statements present fairly, in all material
respects, the consolidated financial condition and the results of operations of
ATTWS as of such dates in accordance with GAAP. There has been no material
adverse change since December 31, 2000 in the business, financial condition or
results of operations of the Servicer and its consolidated subsidiaries, taken
as a whole.

                                    ARTICLE V
                                GENERAL COVENANTS

         SECTION 5.01. Affirmative Covenants of the Seller. From the Initial
Purchase Date until the later of the Termination Date and the Final Collection
Date, the Seller will, unless the Program Agent and the Managing Agents shall
otherwise consent in writing:

         (a) Compliance with Laws, Etc. Comply with all applicable laws, rules,
regulations and orders with respect to all Transferred Receivables and the
agreements and documents related thereto.

         (b) Preservation of Existence. Observe all procedures required by its
articles of incorporation and by-laws and preserve and maintain its corporate
existence, rights, franchises and privileges in the jurisdiction of its
formation, and qualify and remain qualified in good standing as a foreign entity
in each other jurisdiction where the nature of its business requires such
qualification, and where failure to be so qualified would reasonably be expected
to have a Material Adverse Effect.

         (c) Audits. Permit the Program Agent, its agents or representatives:

                  (i) to discuss matters relating to the Receivables or the
         Seller's performance hereunder with any of the officers or employees of
         the Seller having knowledge of such matters, at any time during regular
         business hours;

                  (ii) to have access to all records, files, books of account,
         data bases and information of the Seller pertaining to all Receivables
         and Related Security, including the Records, and to inspect, and make
         extracts therefrom at Seller's expense; and



                                       41
<PAGE>
                  (iii) to cause, at any time, testing and verification
         procedures to be performed with respect to the books and records of the
         Seller related to the Receivables by independent public accountants
         satisfactory to the Program Agent and the Managing Agents, and to cause
         an annual report with respect to certain agreed-upon procedures
         satisfactory to the Program Agent and the Managing Agents to be
         delivered by such independent public accountants.

         (d) Keeping of Records and Books of Account. Maintain and implement
administrative and operating procedures (including, without limitation, an
ability to recreate records evidencing the Receivables in the event of the
destruction of the originals thereof) and keep and maintain (or cause the
Originators to keep and maintain) all documents, books, records and other
information reasonably necessary or advisable for the collection of all
Receivables (including, without limitation, records adequate to permit the daily
identification of all Collections of and adjustments to each Receivable), and in
which timely entries are made in accordance with generally accepted accounting
principles. Such books and records shall be marked in accordance with Section
6.05 hereof, to indicate the sales of all Transferred Receivables and Related
Security hereunder and shall include, without limitation, records adequate to
permit the daily identification of each new Transferred Receivable and all
Collections of and adjustments to each existing Transferred Receivable, as well
as the Seller's actual experience with respect to any Dilution Factor. The
Seller shall promptly notify the Program Agent and each Managing Agent of any
conversion or substitution of the computer software used by the Seller to
maintain such books and records.

         (e) Performance and Compliance with Transferred Receivables and
Contracts. At its expense timely and fully perform and comply in all respects
with all provisions, covenants and other promises required to be observed by it
under the Transferred Receivables and the Contracts related thereto.

         (f) Credit and Collection Policies. Comply with its Credit and
Collection Policy in regard to each Transferred Receivable and the related
Contract.

         (g) Collections.

                  (i) Instruct all Obligors of Transferred Receivables to cause
         all Collections to be deposited directly to one of the Lock-Box
         Accounts, and if the Seller shall receive any Collections, the Seller
         shall remit such Collections to one of the Lock-Box Accounts within one
         (1) Business Day following the Seller's receipt of available funds and
         identification thereof;

                  (ii) use reasonable efforts to prevent the deposit of any
         funds other than Collections into any of the Lock-Box Accounts; and

                  (iii) to the extent that any such funds are nevertheless
         deposited into the Lock-Box Accounts, promptly, and in any event,
         within two (2) Business Days following such deposit, segregate and
         remit any such funds to the owner thereof.



                                       42
<PAGE>
         (h) Posting of Collections and Transferred Receivables. Apply all
Collections to the Transferred Receivables owed by the applicable Obligor in a
timely manner in accordance with business practices in existence as of the date
hereof.

         (i) Facility Documents. Subject to Section 5.01(k), comply with the
terms of and employ the procedures outlined in and enforce its rights with
respect to the obligations of the Originators under the Sale Agreement and all
of the other Facility Documents to which the Seller is a party.

         (j) Separate Corporate Existence. Take all reasonable steps (including,
without limitation, all steps that the Program Agent may from time to time
reasonably request) to maintain the Seller's identity as a separate legal entity
from ATTWS and each Originator and to make it manifest to third parties that the
Seller is an entity with assets and liabilities distinct from those of ATTWS and
each other Affiliate thereof. Without limiting the generality of the foregoing,
the Seller shall (i) at all times have at least one (1) "Independent Director"
as defined in and as required under the Seller's articles of incorporation,
acceptable to the Program Agent, and at least one (1) officer responsible for
managing the Seller's day-to-day operations; (ii) maintain the Seller's books
and records separate from those of any Affiliate and maintain records of all
intercompany debits and credits and transfers of funds made by each Originator
on its behalf; (iii) except as otherwise contemplated under Section 2.04, use
reasonable efforts to minimize the commingling of funds or other assets of the
Seller with those of any other Affiliate, and not maintain bank accounts or
other depository accounts to which any Affiliate is an account party, into which
any Affiliate makes deposits or from which any Affiliate has the power to make
withdrawals except as otherwise contemplated hereunder with respect to the
Servicer's administration of Collections; (iv) not enter into or permit to exist
any transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate
which is on terms that are less favorable to the Seller than those that might be
obtained in an arm's length transaction at the time from Persons who are not an
Affiliate and which is not evidenced by or pursuant to a written agreement; (v)
pay its own operating expenses and liabilities (including but not limited to the
salaries paid to its employees and any fees paid to its directors) from its own
separate assets; (vi) clearly identify its office (by sign or otherwise) as
being separate and distinct from the offices of, or any space occupied by, ATTWS
and its other Affiliates even if such office space is leased or subleased from,
or is on or near premises occupied by ATTWS or by such Affiliates and allocate
fairly any overhead, if relevant, for shared office space or business facilities
or equipment; (vii) act solely in its own name, through its own officials or
representatives where relevant, and will not hold itself out as a "division" or
"part" of ATTWS or its Affiliates; (viii) have stationery and other business
forms and a telephone number separate from that of ATTWS or its Affiliates, (ix)
at all times be adequately capitalized in light of its contemplated business,
and (x) take all other actions reasonably necessary on its part to operate its
business and perform its obligations under the Facility Documents in a manner
consistent with the factual assumptions described in the legal opinions
delivered to the Program Agent and the Managing Agents pursuant to Section 3.01
and Section 3.02 hereof.



                                       43
<PAGE>
         (k) Rights under the Sale Agreement. In connection with the Sale
Agreement, direct, instruct, or request any lawful action thereunder, including
without limitation, in connection with enforcement of its rights thereunder, as
instructed by the Program Agent.

         (l) Bank of America Lock-Box Account. Within twenty (20) Business Days
of the date hereof, cause Lock-Box Account number 68004704 at Bank of America,
N.A. to be closed or to become the subject of a Lock-Box Agreement.

         SECTION 5.02. Reporting Requirements of the Seller. From the Initial
Purchase Date until the later of the Termination Date and the Final Collection
Date, the Seller will, unless the Program Agent and the Managing Agents shall
otherwise consent in writing, furnish or cause to be furnished to the Program
Agent:

         (a) Event of Termination and Ratings Downgrade Periods.

                  (i) As soon as reasonably practicable and in any event within
         two (2) Business Days after the occurrence of each Event of Termination
         or Incipient Event of Termination, the statement of a Responsible
         Officer of the Seller setting forth details of such Event of
         Termination or event and the action which the Seller proposes to take
         with respect thereto.

                  (ii) As soon as reasonably practicable and in any event within
         one (1) Business Day after the commencement of each Ratings Downgrade
         Period, the statement of a Responsible Officer of the Seller setting
         forth details of the commencement of such Ratings Downgrade Period.

         (b) Financial Statements.

                  (i) As soon as available, and in any event within one hundred
         five (105) days after the end of each fiscal year of the Seller, a
         balance sheet of the Seller as of the end of such fiscal year and a
         statement of income and retained earnings of the Seller for the period
         commencing at the end of the previous fiscal year and ending with the
         end of such fiscal year of the Seller, certified by the chief financial
         officer of the Seller, (ii) as soon as is available, and in any event
         within one hundred five (105) days after the end of each fiscal year of
         ATTWS, a copy of the report on form 10-K which ATTWS files with the
         Securities and Exchange Commission for such year for ATTWS and fifteen
         (15) days after being sent to its public security holders, a copy of
         ATTWS' annual report and (iii) within sixty (60) days after the end of
         the first, second and third quarterly accounting periods in each fiscal
         year of ATTWS, a balance sheet of ATTWS as of the end of such fiscal
         quarter and a statement of income and retained earnings of ATTWS for
         the period commencing at the end of the previous fiscal year and ending
         as of the end of such quarter, certified by the chief financial officer
         of ATTWS.

         (c) Compliance Certificates. Concurrently with any delivery of
information under clause (b) above, a certificate of a Responsible Officer
certifying that no Event of Termination



                                       44
<PAGE>
has occurred, or, if such an Event of Termination has occurred, specifying the
nature and extent thereof and any corrective action taken or proposed to be
taken with respect thereto;

         (d) Public Filings. Promptly after the same become publicly available,
copies of all other reports filed by ATTWS with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any of or all the
functions of the Securities and Exchange Commission, or distributed to ATTWS'
shareholders, as the case may be;

         (e) Reporting on Litigation and Adverse Effects. Promptly and in no
event more than five (5) Business Days after the occurrence of any and all
litigation or any other matters or events concerning the Seller, the Servicer,
ATTWS or any Originator which could reasonably be expected to have a Material
Adverse Effect, notice thereof.

         (f) ERISA. Promptly upon its occurrence, notice of the occurrence of
any ERISA Event that, alone or together with any other ERISA Events that have
occurred, could reasonably be expected to result in liability of ATTWS and its
Subsidiaries in an aggregate amount exceeding $150,000,000.

         (g) Other Information. As soon as reasonably practicable, from time to
time, such other information, documents, records or reports respecting the
Receivables or the conditions or operations, financial or otherwise, of the
Seller as the Program Agent or any Managing Agent may from time to time
reasonably request in order to protect the interests of the Program Agent, the
Managing Agents any Purchaser or any Liquidity Provider under or as contemplated
by this Agreement.

         SECTION 5.03. Negative Covenants of the Seller. From the Initial
Purchase Date until the later of the Termination Date and the Final Collection
Date, the Seller will not, without the written consent of the Program Agent and
the Managing Agents:

         (a) Sales, Liens, Etc. Against Transferred Receivables and Related
Assets. Except as otherwise provided herein, sell, assign (by operation of law
or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse
Claim upon or with respect to, any Transferred Receivable or any other
Receivables Assets, or assign any right to receive income in respect thereof
except to the Purchasers pursuant to this Agreement.

         (b) Extension or Amendment of Transferred Receivables. Except as
otherwise permitted in Sections 5.04(c)(i) and 6.02, extend, amend, waive or
otherwise modify, the terms of any Transferred Receivable, or amend, modify or
waive any term or condition of any Contract related thereto.

         (c) Change in Business or Credit and Collection Policy. Make any change
in the character of its business or in the Credit and Collection Policy, which
change would, in either case, have a Material Adverse Effect or impair the
collectibility of any Transferred Receivable.



                                       45
<PAGE>
         (d) Change in Payment Instructions to Obligors; Lock-Box Agreements.
Add any bank as a Lock-Box Bank from those listed in Exhibit F, unless the
Program Agent shall have received (i) thirty (30) days' prior notice of such
addition and (ii) prior to the effective date of such addition, (x) executed
copies of Lock-Box Agreements executed by each new Lock-Box Bank or Lock-Box
Processor, as applicable, the Seller, any applicable Originator, and the Program
Agent and (y) copies of all agreements and documents signed by the Seller, any
applicable Originator or the respective Lock-Box Bank or Lock-Box Processor, as
applicable, with respect to any new Lock-Box Account. The Seller shall cause
each Originator to provide the Program Agent with prompt written notice of any
termination of any bank as a Lock-Box Bank and any change in its instructions to
Obligors regarding payments to be made to any Lock-Box or any Lock-Box Account.

         (e) Merger, Consolidation, Etc. Sell any equity interest to any Person
(other than AB Cellular, ATTWS or any direct or indirect wholly owned subsidiary
of ATTWS ) or consolidate with or merge into or with any Person, or purchase or
otherwise acquire all or substantially all of the assets or capital stock, or
other ownership interest of, any Person or from any Subsidiary, or sell,
transfer, lease or otherwise dispose of all or substantially all of its assets
to any Person, except as expressly provided or permitted under the terms of this
Agreement or as consented to by the Program Agent.

         (f) Change in Name; Jurisdiction of Organization. (1) Make any change
to its name indicated on the public record of its jurisdiction of organization
which shows it to have been organized, or (2) change its form of organization or
its jurisdiction of organization.

         (g) ERISA Matters. Establish or be a party to any Plan or Multiemployer
Plan other than any such plan established by an Affiliate of the Seller.

         (h) Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness except for (i) Indebtedness to the Program Agent, any Purchaser or
any Affected Party expressly contemplated hereunder or (ii) Indebtedness to the
Originators pursuant to the Sale Agreement, the Subordinated Notes or any other
Facility Document.

         (i) Guarantees. Guarantee, endorse or otherwise be or become
contingently liable (including by agreement to maintain balance sheet tests) in
connection with the obligations of any other Person, except endorsements of
negotiable instruments for collection in the ordinary course of business and
reimbursement or indemnification obligations in favor of the Program Agent, any
Purchaser or any Affected Party as provided for under this Agreement.

         (j) Limitation on Transactions with Affiliates. Enter into, or be a
party to any transaction with any Affiliate of the Seller, except for:

                  (i) the transactions contemplated by the Sale Agreement and
         the other Facility Documents;

                  (ii) to the extent not otherwise prohibited under this
         Agreement, other transactions in the nature of employment contracts and
         directors' fees, upon fair and



                                       46
<PAGE>
         reasonable terms materially no less favorable to the Seller than would
         be obtained in a comparable arm's-length transaction with a Person not
         an Affiliate; and

                  (iii) transactions between the Seller and AB Cellular and
         other permitted owners of Seller under Section 5.03(e), which
         transactions consist of ordinary course of business transactions
         between a parent corporation and its Subsidiary.

         (k) Facility Documents. Terminate, amend or otherwise modify any
Facility Document, or grant any waiver or consent thereunder.

         (l) Limitation on Investments. Make or suffer to exist any loans or
advances to, or extend any credit to, or make any investments (by way of
transfer of property, contributions to capital, purchase of stock or securities
or evidences of indebtedness, acquisition of the business or assets, or
otherwise) in, any Affiliate or any other Person except for Permitted
Investments and the purchase and receipt of capital contributions of Receivables
and related assets pursuant to the terms of the Sale Agreement.

         (m) Organizational Documents. Change, amend, alter or otherwise modify
its articles of incorporation or by-laws.

         (n) Rights under the Sale Agreement. In connection with the Sale
Agreement, consent to any amendments, modifications or waivers thereof, or
direct, instruct or request any action thereunder in contravention of the
direction of the Program Agent.

         (o) Purchases under the Sale Agreement. Make any Purchases under and as
defined in the Sale Agreement during any Voluntary Liquidation Period or at any
time that Capital has been reduced to zero hereunder except in connection with a
Capital Purchase, subject to the conditions of Section 3.02.

         SECTION 5.04. Covenants of the Servicer.

         (a) Affirmative Covenants of the Servicer. From the Initial Purchase
Date until the later of the Termination Date and the Final Collection Date, the
Servicer will, unless the Program Agent and the Managing Agents shall otherwise
consent in writing:

                  (i) Compliance with Laws, Etc. Comply in all respects with all
         applicable laws, rules, regulations and orders with respect to the
         Transferred Receivables, the servicing thereof and the agreements and
         documents related thereto, except for such failure to comply as would
         not reasonably be expected to have a Material Adverse Effect.

                  (ii) Preservation of Corporate Existence. Observe all
         procedures required by its certificate of incorporation and by-laws and
         preserve and maintain its corporate existence, rights, franchises and
         privileges in the jurisdiction of its formation, and qualify and remain
         qualified in good standing as a foreign entity in each other
         jurisdiction where



                                       47
<PAGE>
         the nature of its business requires such qualification and where
         failure to be so qualified would reasonably be expected to have a
         Material Adverse Effect.

                  (iii) Audits. Permit the Program Agent, its agents or
         representatives:

                           (A) to discuss matters relating to the Receivables or
                  the Servicer's performance hereunder with any of the officers
                  or employees of the Servicer having knowledge of such matters,
                  at any time during regular business hours;

                           (B) to have access to all records, files, books of
                  account, data bases and information pertaining to all
                  Receivables and Related Security, including the Records, and
                  to inspect and make extracts therefrom at the Servicer's
                  expense.

                           (C) to cause, at any time, testing and verification
                  procedures to be performed with respect to the books and
                  records of the Servicer related to the Receivables by
                  independent public accountants satisfactory to the Program
                  Agent and the Managing Agents, and to cause an annual report
                  with respect to certain agreed-upon procedures satisfactory to
                  the Program Agent and the Managing Agents to be delivered by
                  such independent public accountants.

                  (iv) Keeping of Records and Books of Account. Maintain and
         implement administrative and operating procedures (including, without
         limitation, an ability to recreate records evidencing the Transferred
         Receivables in the event of the destruction of the originals thereof)
         and keep and maintain (or cause the Originators to keep and maintain)
         all documents, books, records and other information reasonably
         necessary for the collection of all Transferred Receivables (including,
         without limitation, records adequate to permit the daily identification
         of all Collections of and adjustments to each Transferred Receivable),
         and in which timely entries are made in accordance with generally
         accepted accounting principles. Such books and records shall be marked
         in accordance with Section 6.05 hereof, to indicate the sales of all
         Transferred Receivables and Related Security hereunder and shall
         include, without limitation, records adequate to permit the daily
         identification of each new Transferred Receivable and all Collections
         of and adjustments to each existing Transferred Receivable, as well as
         the Servicer's actual experience with respect to any Dilution Factor.
         The Servicer shall promptly notify the Program Agent and each Managing
         Agent of any conversion or substitution of the computer software used
         by the Servicer to maintain such books and records.

                  (v) Performance and Compliance with Transferred Receivables.
         At its expense timely and fully perform and comply with all provisions,
         covenants and other promises required to be observed by it under the
         Transferred Receivables.

                  (vi) Credit and Collection Policies. Comply with its Credit
         and Collection Policy in regard to each Transferred Receivable and the
         related Contract.

                  (vii) Collections.



                                       48
<PAGE>
                           (A) Instruct all Obligors of Transferred Receivables
                  to cause all Collections to be deposited directly to one of
                  the Lock-Box Accounts subject to a Lock-Box Agreement and if
                  the Servicer shall receive any Collections, the Servicer shall
                  remit such Collections to one of the Lock-Box Accounts subject
                  to a Lock-Box Agreement within one (1) Business Day following
                  the Servicer's receipt of available funds and identification
                  thereof and, upon the Program Agent's written request,
                  following the occurrence of an Event of Termination which is
                  continuing, within one (1) Business Day following the deposit
                  of Collections into the Lock-Box Accounts, cause such amounts
                  to be transferred to the Collection Account;

                           (B) use reasonable efforts to prevent the deposit of
                  any funds other than Collections into any of the Lock-Box
                  Accounts; and

                           (C) to the extent that any such funds are
                  nevertheless deposited into any Lock-Box Accounts, promptly,
                  and in any event, within two (2) Business Days following such
                  deposit, segregate and remit any such funds to the owner
                  thereof.

                  (viii) Posting of Collections and Transferred Receivables.
         Apply all Collections to the Transferred Receivables owed by the
         applicable Obligor in a timely manner in accordance with its business
         practices in existence as of the date of this Agreement.

                  (ix) Facility Documents. Comply with the terms of and employ
         in all material respects the procedures outlined in the Sale Agreement
         and all of the other Facility Documents to which it is a party.

                  (x) Frequency of Billing. Prepare and mail invoices with
         respect to all Transferred Receivables no less frequently than monthly.

         (b) Reporting Requirements of the Servicer. From the Initial Purchase
Date until the later of the Termination Date and the Final Collection Date, the
Servicer will, unless the Program Agent and the Managing Agents shall otherwise
consent in writing, furnish to the Program Agent and the Managing Agents:

                  (i) As soon as reasonably practicable and in any event within
         two (2) Business Days after a Responsible Officer of the Servicer has
         knowledge of the occurrence of each Event of Termination or Incipient
         Event of Termination, a notice setting forth details of such Event of
         Termination or event.

                  (ii) As soon as reasonably practicable and in any event within
         two (2) Business Days after a Responsible Officer of the Servicer has
         knowledge of the occurrence of each event described in the definition
         of "Servicer Default" or each event which, with the giving of notice or
         lapse of time or both, would constitute a Servicer Default, the
         statement of a Responsible Officer of the Servicer setting forth
         details of



                                       49
<PAGE>
         such Servicer Default or event and the action which the Servicer
         proposes to take with respect thereto.

                  (iii) As soon as reasonably practicable and in any event
         within one (1) Business Day after the commencement of each Ratings
         Downgrade Period, a notice setting forth details of the commencement of
         such Ratings Downgrade Period.

                  (iv) As soon as reasonably practicable, from time to time,
         such other information, documents, records or reports within its
         possession respecting the Receivables or the conditions or operations,
         financial or otherwise, of the Servicer as the Program Agent or any
         Managing Agent may from time to time reasonably request in order to
         protect the interests of the Program Agent, any Managing Agent, any
         Purchaser or any Liquidity Provider under or as contemplated by this
         Agreement.

                  (v) Prior to the Closing Date and on each Monthly Reporting
         Date, an Investor Report and a report identifying each Excluded
         Receivable.

                  (vi) On each Weekly Reporting Date during a Level 2 Ratings
         Downgrade Period, or during any Voluntary Liquidation Period, a Weekly
         Report and a report identifying each Excluded Receivable.

                  (vii) If the Program Agent shall have required the Payment
         Date to occur more frequently than monthly (or weekly) in accordance
         with the definition of the term "Payment Date," on each Payment Date, a
         calculation of the Net Receivables Pool Balance and the Required
         Receivables Balance (which report of such calculations shall be deemed
         to be an Investor Report for all purposes under this Agreement).

         (c) Negative Covenants of the Servicer. From the Initial Purchase Date
until the later of the Termination Date and the Final Collection Date, the
Servicer will not, without the written consent of the Program Agent and the
Managing Agents:

                  (i) Extension or Amendment of Transferred Receivables. Except
         as otherwise permitted in Section 6.02, extend, amend, waive or
         otherwise modify, the terms of any Transferred Receivable, except (x)
         in accordance with the Credit and Collection Policy and (y) for
         extensions of maturity or adjustments to the Outstanding Balance of any
         Delinquent Receivable or Defaulted Receivable as it deems appropriate
         to maximize collections thereof, provided that no such extension shall
         cancel or otherwise affect such Transferred Receivable's status as a
         Delinquent Receivable or a Defaulted Receivable, as applicable.

                  (ii) Change in Business or Credit and Collection Policy. Make
         any change in the character of its business or in the Credit and
         Collection Policy, which change would, in either case, have a Material
         Adverse Effect or impair the collectibility of any Transferred
         Receivable.



                                       50
<PAGE>
                  (iii) Change in Lock-Box Agreement or Instructions to
         Obligors. Add any Person as a Lock-Box Processor unless the Program
         Agent shall have received (i) thirty (30) days' prior notice of each
         such addition; and (ii) prior to the effective date of such addition,
         (x) executed copies of Lock-Box Agreements executed by each new
         Lock-Box Bank or Lock-Box Processor, as applicable, the Seller, each
         applicable Originator, and the Program Agent and (y) copies of all
         agreements and documents signed by the Seller, each applicable
         Originator or the respective Lock-Box Bank or Lock-Box Processor, as
         applicable with respect to any new Lock-Box Account. Each of the Seller
         and the Servicer shall provide the Program Agent with prompt written
         notice of any termination of any bank as a Lock-Box Bank and any change
         in its instructions to Obligors regarding payments to be made to any
         Lock-Box or any Lock-Box Account.

                                   ARTICLE VI
                          ADMINISTRATION OF RECEIVABLES

         SECTION 6.01. Designation of Servicer.

         (a) The servicing, administering and collection of the Transferred
Receivables shall be conducted by the Person (the "Servicer") so designated from
time to time in accordance with this Section 6.01. Until the Program Agent, with
the consent or at the direction of the Managing Agents, gives notice to the
Seller and the Servicer of the designation of a new Servicer as provided in
Section 6.01(b) below, AWS Nevada is hereby designated as, and hereby agrees to
perform the duties and obligations of, the Servicer pursuant to the terms
hereof. The Servicer may, upon written notice to the Program Agent but otherwise
without the prior written consent of any Purchaser, the Program Agent, any
Managing Agent or any Liquidity Provider, subcontract with a sub-servicer for
the collection, servicing or administration of the Transferred Receivables;
provided, however, that (i) the Servicer shall remain liable for the timely and
complete performance of its duties and obligations pursuant to the terms hereof
and (ii) any sub-servicing agreement that may be entered into and any other
transactions or services relating to the Transferred Receivables involving a
sub-servicer shall be deemed to be between the sub-servicer and the Servicer
alone, and the Purchasers, the Program Agent, the Managing Agents and the
Liquidity Providers shall not be deemed parties thereto and shall have no
obligations, duties or liabilities with respect to the sub-servicer.

         (b) Upon either (x) the occurrence and continuance of a Servicer
Default or, (y) the existence of both a Level 2 Ratings Downgrade Period and an
Incipient Event of Termination, the Program Agent may, upon written notice,
designate as Servicer any Person to succeed AWS Nevada (or any successor
Servicer) subject to the condition that any such Person so designated shall
agree to perform the duties and obligations of the Servicer pursuant to the
terms hereof. The Servicer shall not resign from the obligations and duties
hereby imposed on it except upon the reasonable determination by the Servicer
that (i) the performance of its duties hereunder is no longer permissible under
applicable law and (ii) there is no reasonable action which the Servicer could
take to make the performance of its duties hereunder permissible under
applicable law.

         (c) AWS Nevada agrees that, upon its resignation or replacement as
Servicer pursuant to Section 6.01(b) above, it will cooperate with the Program
Agent and the successor



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<PAGE>
Servicer in effecting the termination of its responsibilities and rights as
Servicer hereunder, including, without limitation, (i) assisting the successor
Servicer in enforcing all rights under the Transferred Receivables and Related
Security, (ii) transferring, promptly upon receipt, to the successor Servicer
any Collections or other amounts related to the Transferred Receivables received
by AWS Nevada, (iii) transferring to the successor Servicer all Records held by
or under the control of AWS Nevada and (iv) permitting the successor Servicer to
have access to all tapes, discs, diskettes and related property containing
information concerning the Transferred Receivables and the Records and take all
actions necessary to permit the successor Servicer to use all computer software
that may facilitate the Servicer's access to and use of such information and act
as data processing agent for such successor Servicer if requested. Upon the
resignation or replacement of AWS Nevada as Servicer, AWS Nevada shall no longer
be entitled to the Servicer Fee accruing from and after the effective date of
such resignation or replacement.

         SECTION 6.02. Duties of the Servicer.

         (a) The Servicer shall take or cause to be taken all such actions as it
deems necessary or advisable to collect each Transferred Receivable from time to
time, all in accordance with applicable laws, rules and regulations, with
reasonable care and diligence, and in accordance with the Credit and Collection
Policy. Each of the Seller, each Purchaser, each Liquidity Provider, each
Managing Agent and the Program Agent hereby appoints as its agent the Servicer,
from time to time designated pursuant to Section 6.01, to enforce its respective
rights and interests in and under the Transferred Receivables and the Related
Security. The Servicer (so long as it is AWS Nevada) will at all times apply the
same standards and follow the same procedures with respect to the decision to
commence litigation with respect to the Transferred Receivables, and in
prosecuting and litigating with respect to Transferred Receivables, as it
applies and follows with respect to accounts receivable which are not
Transferred Receivables. In no event shall the Servicer be entitled to make the
Program Agent, any Managing Agent, any Purchaser or any Liquidity Provider a
party to any litigation without the such Person's express prior written consent.

         (b) The Servicer shall notify all Obligors to make payments with
respect to the Receivables Assets solely to a Lock-Box Account. The Servicer
shall apply all Collections to the Transferred Receivables owed by the
applicable Obligors in a timely manner in accordance with its business practices
in existence as of the date hereof. In the event the Servicer receives any
Collections or other proceeds of the Receivables Assets, it shall hold such
Collections and other proceeds on behalf of the Seller for application and
remittance in accordance with Section 2.04 and it shall remit the same to the
Collection Account to the extent required under Section 5.04(a)(vii) or Section
6.03. The Seller shall deliver to the Servicer, and the Servicer shall hold in
trust for the Seller, the Purchasers and the Liquidity Providers in accordance
with their respective interests, all Records. Notwithstanding anything to the
contrary contained herein, the Program Agent shall, upon the occurrence and
continuance of an Event of Termination, have the absolute and unlimited right to
direct the Servicer to commence or settle any legal action to enforce collection
of any Transferred Receivable or to foreclose upon or repossess any Related
Security. The Servicer's authorization under this Agreement shall terminate on
the Final Collection Date.




                                       52
<PAGE>
         (c) The Servicer shall, as soon as practicable following receipt, turn
over to the Seller or Person entitled thereto collections in respect of any
receivable which is not a Transferred Receivable less, to the extent the
Servicer performed any collection or enforcement actions which it was authorized
by the Seller to perform, all reasonable and appropriate out-of-pocket costs and
expenses of such Servicer incurred in collecting and enforcing such receivable.
The Servicer shall as soon as practicable following demand therefor deliver to
the Seller all records in its possession relating to receivables of the Seller
other than Transferred Receivables.

         SECTION 6.03. Rights of the Program Agent. Upon written notice during a
Level 2 Ratings Downgrade Period or following the occurrence and during the
continuance of an Event of Termination, the Program Agent may, and at the
direction of any Managing Agent for which the related Group Purchase Limit is
greater than or equal to $250,000,000 shall, exercise its right to take
exclusive ownership and control of the Lock-Boxes and the Lock-Box Accounts, and
the Seller hereby agrees to take any further action necessary that the Program
Agent may reasonably request to effect such control. The Program Agent is hereby
authorized to, and at the direction of any Managing Agent for which the related
Group Purchase Limit is greater than or equal to $250,000,000 shall, at any time
during a Level 2 Ratings Downgrade Period or following and during the
continuance of an Event of Termination, notify any of the Lock-Box Processors to
remit all items of payment or proceeds thereof to the Program Agent or the
Collection Account or to notify any or all of the Lock-Box Banks to remit all
amounts deposited in the applicable Lock-Box Accounts to the Collection Account
or directly to the Program Agent or its designee. At any time during a Level 2
Ratings Downgrade Period or following the occurrence and continuance of an Event
of Termination (i) the Program Agent may, and at the direction of any Managing
Agent for which the related Group Purchase Limit is greater than or equal to
$250,000,000 shall, notify (or may direct the Servicer to notify) the Obligors
of Transferred Receivables or any of them, of the Purchasers' and the Liquidity
Providers' interest in Receivables Assets and direct such Obligors, or any of
them, that payment of all amounts payable under any such Transferred Receivable
be made directly to the Program Agent or its designee; (ii) the Seller shall, at
the Program Agent's request and at the Seller's expense, give notice of the
Purchasers' and the Liquidity Providers' interest in Transferred Receivables to
each Obligor and direct that payments be made directly to the Program Agent or
its designee; and (iii) each of the Seller, each Purchaser and the Liquidity
Providers hereby authorizes the Program Agent to take any and all steps in the
Seller's name and on behalf of the Seller, the Purchasers and the Liquidity
Providers necessary or desirable, in the determination of the Program Agent, to
collect all amounts due under any and all Transferred Receivables, including,
without limitation, endorsing the Seller's name on checks and other instruments
representing Collections and enforcing such Transferred Receivables.

         SECTION 6.04. Responsibilities of the Seller. Anything herein to the
contrary notwithstanding, the Seller shall (i) perform all of its obligations
under the Transferred Receivables to the same extent as if Receivables Assets
had not been assigned hereunder and the exercise by the Program Agent of its
rights hereunder shall not relieve Seller from such obligations and (ii) pay
when due any taxes, including without limitation, sales, excise and personal
property taxes payable in connection with the Transferred Receivables. None of
the Program Agent, the Managing Agents, the Purchasers or the Liquidity
Providers shall have any



                                       53
<PAGE>
obligation or liability with respect to any Transferred Receivables or
Receivables Assets, nor shall any of them be obligated to perform any of the
obligations of the Seller thereunder.

         SECTION 6.05. Further Action Evidencing Program Agent's Interest. Each
of the Seller and the Servicer agrees that from time to time, at its expense, it
will promptly execute and deliver all further instruments and documents, and
take all further action that the Program Agent may reasonably request in order
to perfect, protect or more fully evidence the interest of the Program Agent or
the Purchasers granted hereunder or to enable the Program Agent to exercise or
enforce any of its or the Purchasers' rights hereunder. Without limiting the
generality of the foregoing, each of the Seller and the Servicer will (i) mark
its master data processing records evidencing such Transferred Receivables with
a legend, reasonably acceptable to the Program Agent, evidencing that an
interest therein has been assigned to the Program Agent under this Agreement,
and (ii) upon the request of the Program Agent, file such financing statements,
continuation statements or amendments thereto or assignments thereof, and
execute and file such other instruments or notices, as may be necessary or
appropriate or as the Program Agent may reasonably request. The Seller hereby
authorizes the Program Agent to file (with the Seller as debtor) one or more
financing statements, continuation statements and amendments thereto and
assignments thereof, relative to all or any of the Transferred Receivables and
the Related Security now existing or hereafter arising, without the signature of
the Seller. A photographic or other reproduction of this Agreement or any
financing statement covering the Receivables Assets, or any part thereof, shall
be sufficient as a financing statement. If either the Seller or the Servicer
fails to perform any of its respective agreements or obligations under this
Agreement, the Program Agent may (but shall not be required to) itself perform,
or cause performance of, such agreement or obligation, and the expenses of the
Program Agent incurred in connection therewith shall be payable by the Seller or
the Servicer, as applicable, upon the Program Agent's demand therefor; provided,
however, prior to taking any such action, the Program Agent shall give written
notice of such intention to the Seller or the Servicer, as applicable, and
provide the Seller or the Servicer, as applicable, with a reasonable opportunity
to take such action itself; provided, further, that no such notice shall be
required to be given on and after the occurrence of any Event of Termination.

                                   ARTICLE VII
                              EVENTS OF TERMINATION

         SECTION 7.01. Events of Termination. If any of the following events
(each, an "Event of Termination") shall occur:

         (a) The Seller shall fail to make any payment or deposit in respect of
Capital, Yield, Liquidity Fees, Program Fees or Servicer Fees required to be
made by it hereunder when due;

         (b) The Seller shall fail to make any payment or deposit (other than
those amounts referred to in clause (a) above) required to be made by it
hereunder when due and such failure shall continue for one (1) Business Day;




                                       54
<PAGE>
         (c) The Seller shall fail to perform or observe any other term,
covenant or agreement contained in this Agreement or any other Facility Document
on its part to be performed or observed and any such failure shall remain
unremedied for ten (10) Business Days;

         (d) Any representation or warranty made or deemed to be made by the
Seller under or in connection with this Agreement, any Investor Report, any
Weekly Report, any Purchase Request or other information or report delivered
pursuant hereto shall prove to have been false or incorrect in any material
respect when made;

         (e) The Purchasers shall cease to have a valid and perfected first
priority ownership interest to the extent of the pertinent Purchased Interest in
each Transferred Receivable and the Related Security and Collections with
respect thereto;

         (f) (i) The Seller, the Servicer or ATTWS shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or against the
Seller, the Servicer or ATTWS seeking to adjudicate it as bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property which
proceeding has not been dismissed or stayed within thirty (30) days; or (ii) the
Seller, the Servicer or ATTWS shall take any corporate action to authorize any
of the actions set forth in clause (i) above in this paragraph (f);

         (g) A Servicer Default;

         (h) As of the last day of any Monthly Period, (i) the average of the
Default Ratios for the three (3) most recently ended Monthly Periods shall
exceed 4.5%, (ii) the average of the Delinquency Ratios for the three (3) most
recently ended Monthly Periods shall exceed 7.5%, (iii) the average of the
Dilution Ratios for the three (3) most recently ended Monthly Periods shall
exceed 14.0%, or (iv) the average of the Loss-to-Liquidation Ratios for the
three (3) most recently ended Monthly Periods shall exceed 9.0%;

         (i) As of the close of business on any date, the Required Receivables
Balance as of such date shall exceed the Net Receivables Pool Balance (after
giving effect to any increases or reductions to Capital on such date) and such
excess continues for two (2) Business Days or more;

         (j) There shall have occurred any event or circumstance which has a
Material Adverse Effect;

         (k) The Seller, the Servicer or ATTWS shall fail to pay, or shall
default in the payment of, any principal or interest on any Indebtedness beyond
any period of grace provided; or breach or default with respect to any other
term of any evidence of any Indebtedness, or of any loan agreement, mortgage,
indenture or other agreement relating thereto, if such breach or default
continues beyond any applicable period of grace provided, if the effect of such
failure, default or breach is to cause the holder or holders of that
Indebtedness (or a trustee on behalf of



                                       55
<PAGE>
such holder or holders) to cause that Indebtedness to become or be declared due
prior to its stated maturity; provided, however, that this Section 7.01(k) shall
not apply with respect to Indebtedness of ATTWS that does not exceed
$150,000,000 in the aggregate;

         (l) (i) One or more judgments for the payment of money shall be
rendered against the Seller or (ii) one or more judgments for the payment of
money in an aggregate amount in excess of $150,000,000 shall be rendered against
ATTWS or any Subsidiary of ATTWS or any combination thereof and the same shall
remain undischarged for a period of thirty (30) consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of the Seller, ATTWS or
any Subsidiary of ATTWS to enforce any such judgment;

         (m) (i) A "Termination Event" under and as defined in the Sale
Agreement shall occur, (ii) any Originator shall have declared the "Termination
Date" as defined in and in accordance with the Sale Agreement, (iii) except as
the result of a Voluntary Liquidation Period or during any period when Capital
has been reduced to zero, one or more Originators the aggregate Outstanding
Balance of whose Transferred Receivables exceeds 15.0% of the aggregate
Outstanding Balance of all Eligible Receivables at such time shall cease for any
reason to transfer, or cease to have the legal capacity to transfer, or
otherwise be incapable of transferring, Receivables to the Seller under the Sale
Agreement, (iv) the Seller shall cease to perform any of its material
obligations and undertakings under and pursuant to the Sale Agreement or shall
fail to enforce the rights and remedies accorded it under the Sale Agreement as
directed by the Program Agent, (v) the Seller shall fail to enforce the rights
and remedies accorded it under the Receivables Sale Agreement in any material
respect, or (vi) the Sale Agreement shall cease to be in full force and effect;

         (n) (i) A default shall occur under any other Facility Document which
shall remain unremedied for ten (10) Business Days, or (ii) any of the Sale
Agreement, the Performance Undertaking, the Fee Letter, or any Lock-Box
Agreement shall cease to be in full force and effect other than (x) in
accordance with the terms of such Facility Document, (y) solely as a result of
any action or failure to act on the part of the Program Agent, any Managing
Agent or any Purchaser, or (z) with the written consent of the Managing Agents;

         (o) The ratings of the long term senior unsecured debt obligations of
ATTWS shall be withdrawn by S&P or Moody's or shall be less than BB+ by S&P or
Ba1 by Moody's;

         (p) A Change in Control shall have occurred;

         (q) ATTWS shall cease to own directly or indirectly, one hundred
percent (100%) of the voting securities or equity interests of the Seller;

         (r) An ERISA Event shall have occurred that, when taken together with
all other ERISA Events that have occurred, would reasonably be expected to
result in a liability of ATTWS and its Subsidiaries in an aggregate amount
exceeding $150,000,000;



                                       56
<PAGE>
         (s) The Servicer shall resign, be replaced or otherwise cease to
perform as Servicer hereunder or the Servicer shall resign, be replaced or
otherwise cease to perform as Servicer with respect to the Receivables Assets,
unless in any such case, the successor Servicer is an Affiliate of ATTWS; or

         (t) ATTWS shall fail to make any payment or deposit required to be made
by it under the Performance Undertaking when due and such failure shall continue
for one (1) Business Day;

then, and in any such event, the Program Agent shall, at the request, or may
with the consent, of the Committed Purchasers whose Commitments exceed fifty
percent (50%) of the aggregate Commitments at such time, by notice to the
Seller, declare the Termination Date to have occurred, except that, in the case
of any event described in subsection (f) above, the Termination Date shall be
deemed to have occurred automatically upon the occurrence of such event. Upon
any such declaration or automatic occurrence, the Program Agent and the
Purchasers shall have, in addition to all other rights and remedies under this
Agreement or otherwise, all other rights and remedies provided under the UCC of
the applicable jurisdiction and other applicable laws, which rights shall be
cumulative. Upon the occurrence of the Termination Date, all obligations
hereunder shall be immediately due and payable and all Capital shall be
immediately due and payable.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         SECTION 8.01. Indemnities by the Seller. Without limiting any other
rights which any Affected Party may have hereunder or under applicable law
(including, without limitation, the right to recover damages for breach of
contract), the Seller hereby agrees to indemnify any Purchaser, the Program
Agent, each Managing Agent, the Servicer (if not an Affiliate of the Seller) and
any Liquidity Provider (the "Indemnified Parties"), from and against any and all
damages, losses, claims, liabilities and related costs and expenses, including
reasonable attorneys' fees and disbursements (all of the foregoing being
collectively referred to as "Indemnified Amounts"), awarded against or incurred
by such Indemnified Party to the extent relating to or arising from or as a
result of this Agreement or the acquisition by a Purchaser of a Purchased
Interest. Without limiting the generality of the foregoing indemnification, the
Seller shall indemnify the Indemnified Parties for Indemnified Amounts relating
to or resulting from any of the following:

                  (i) the transfer of an interest in any Transferred Receivable
         other than an Eligible Receivable;

                  (ii) reliance on any representation or warranty made or deemed
         made by the Seller under this Agreement or any other Facility Document
         to which it is a party which shall have been false or incorrect in any
         respect when made or deemed made;



                                       57
<PAGE>
                  (iii) the failure by the Seller to comply with any term,
         provision or covenant contained in this Agreement, the Sale Agreement
         or any other Facility Document to which it is party or with any
         applicable law, rule or regulation with respect to any Transferred
         Receivable, the related Contract, or the Related Security, or the
         nonconformity of any Transferred Receivable, the related Contract or
         the Related Security with any such applicable law, rule or regulation;

                  (iv) any Adverse Claim attaching to any Transferred Receivable
         or any Related Security or Collections with respect thereto, whether
         existing at the time that such Transferred Receivable initially arose
         or at any time thereafter;

                  (v) any products liability claim or personal injury or
         property damage suit or other similar or related claim or action of
         whatever sort arising out of or in connection with services the
         provision of which gave rise to or are the subject of any Transferred
         Receivable or Contract;

                  (vi) the failure to pay when due any taxes, including, without
         limitation, sales, excise or personal property taxes payable by the
         Seller, ATTWS or any Originator in connection with the Receivables
         Assets;

                  (vii) the payment by such Indemnified Party of taxes,
         including, without limitation, any taxes imposed by any jurisdiction on
         amounts payable and any liability (including penalties, interest and
         expenses) arising therefrom or with respect thereto, to the extent
         caused by the Seller's actions or failure to act in breach of this
         Agreement;

                  (viii) the failure to vest and maintain vested in the Program
         Agent or to transfer to the Program Agent, on behalf of the Purchasers
         and the Liquidity Providers, a first priority perfected ownership
         interest in the Transferred Receivables, together with all Collections
         and Related Security, free and clear of any Lien except a Lien in favor
         of any Affected Party, whether existing at the time such Transferred
         Receivable arose or at any time thereafter;

                  (ix) the failure to file, or any delay in filing, financing
         statements or other similar instruments or documents under the
         applicable UCC or other applicable laws naming the Seller as "Debtor"
         with respect to any Receivables Assets;

                  (x) any dispute, claim, offset or defense (other than as a
         result of the bankruptcy or insolvency of the related Obligor) of an
         Obligor to the payment of any Transferred Receivable (including,
         without limitation, a defense based on such Transferred Receivable not
         being a legal, valid and binding obligation of such Obligor enforceable
         against it in accordance with its terms), or any other claim resulting
         from the sale of services related to such Transferred Receivable or the
         furnishing or failure to furnish such services (other than as a result
         of the bankruptcy or insolvency of the related Obligor);



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<PAGE>
                  (xi) the commingling of Collections with any other funds of
         the Seller, any Affiliate of the Seller or any other Person;

                  (xii) any failure by the Seller to give reasonably equivalent
         value to any Originator in consideration for the transfer by such
         Originator to the Seller of any Transferred Receivables, or any attempt
         by any Person to void any such transfer under any statutory provision
         or common law or equitable action, including, without limitation, any
         provision or the Bankruptcy Code;

                  (xiii) the failure of any Lock-Box Processor or Lock-Box Bank
         to remit any amounts or items of payment held in a Lock-Box Account or
         in a Lock-Box pursuant to the instructions of the Program Agent given
         in accordance with this Agreement, the applicable Lock-Box Agreement or
         the other Facility Documents, whether by reason of the exercise of
         setoff rights or otherwise;

                  (xiv) any investigation, litigation or proceeding related to
         this Agreement or the use of proceeds of purchases made pursuant to
         this Agreement or any other Facility Document delivered hereunder or in
         respect of any of the Purchased Assets related hereto;

                  (xv) any claim brought by any Person arising from any activity
         by the Seller or an Affiliate of the Seller in servicing, administering
         or collecting any Transferred Receivable; or

                  (xvi) the sale by the Seller or any Originator of any
         Receivable in violation of any applicable law, rule or regulation;

provided, that the Seller shall not be required to indemnify any Indemnified
Party to the extent of any amounts (w) resulting from the gross negligence or
willful misconduct of such Indemnified Party or any member of such Indemnified
Party's Purchase Group, or (x) constituting recourse for the lack of
creditworthiness of an Obligor or the failure of an Obligor to pay a Transferred
Receivable due to bankruptcy, insolvency or the financial inability of such
Obligor to pay such Transferred Receivable, or (y) constituting net income taxes
that are imposed by the United States or franchise taxes or net income taxes
that are imposed on such Indemnified Party by the state or foreign jurisdiction
under the laws of which such Indemnified Party is organized or in which it is
otherwise doing business or any political subdivision thereof, arising out of or
as a result of this Agreement or the ownership of Purchased Interests or in
respect of any Transferred Receivable or any Contract, or (z) which other
provisions of this Agreement expressly provide are not payable by the Seller
hereunder. Any amounts subject to the indemnification provisions of this Section
8.01 shall be paid by the Seller to the related Indemnified Party within five
(5) Business Days following demand therefor.




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<PAGE>
         SECTION 8.02. Indemnities by the Servicer. The Servicer agrees to
indemnify each Indemnified Party for Indemnified Amounts arising out of or
resulting from any of the following:

                  (i) reliance on any representation or warranty made or deemed
         made by the Servicer under this Agreement or any other Facility
         Document to which it is a party, which shall have been false or
         incorrect when made or deemed made; and

                  (ii) the failure by the Servicer to comply with any term,
         provision or covenant contained in this Agreement, the Sale Agreement
         or any Facility Document to which it is party or with any applicable
         law, rule or regulation with respect to any Transferred Receivable or
         the Related Security (including, without limitation, the covenants with
         respect to commingling of Collections set forth in Section
         5.04(a)(vii)).

provided, that the Servicer shall not be required to indemnify any Indemnified
Party to the extent of any amounts (w) resulting from the gross negligence or
willful misconduct of such Indemnified Party or any member of such Indemnified
Party's Purchase Group, or (x) constituting recourse for, the lack of
creditworthiness of an Obligor or the failure of an Obligor to pay a Transferred
Receivable due to bankruptcy, insolvency or the financial inability of such
Obligor to pay such Transferred Receivable, or (y) constituting net income taxes
that are imposed by the United States or franchise taxes or net income taxes
that are imposed on such Indemnified Party by the state or foreign jurisdiction
under the laws of which such Indemnified Party is organized or in which it is
otherwise doing business or any political subdivision thereof, arising out of or
as a result of this Agreement or the ownership of Purchased Interests or in
respect of any Transferred Receivable or any Contract, or (z) which other
provisions of this Agreement expressly provide are not payable by the Servicer
hereunder. Any amounts subject to the indemnification provisions of this Section
8.02 shall be paid by the Servicer to the related Indemnified Party within five
(5) Business Days following demand therefor.


         SECTION 8.03. Materiality Considerations. Notwithstanding anything to
the contrary in this Agreement, solely for purposes of this Article VIII, any
representation, warranty or covenant qualified by materiality or the occurrence
of a Material Adverse Effect shall not be so qualified.

                                   ARTICLE IX
                                   THE AGENTS

         SECTION 9.01. Authorization and Action. Each Purchaser hereby appoints
and authorizes its related Managing Agent and the Program Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to such Managing Agent or the Program Agent by the terms
hereof, together with such powers as are reasonably incidental thereto. The
provisions of this Article IX are solely for the benefit of the Managing Agents,
the Program Agent and the Purchasers. The Seller shall not have any rights as a
third-party beneficiary or otherwise under any of the provisions hereof. In
performing their functions and duties hereunder, the Managing Agents shall act
solely as the agent for the respective Conduit Purchasers and the Committed
Purchasers in the related Purchase Group and do not assume nor shall be deemed
to have assumed any obligation or relationship of trust or agency



                                       60
<PAGE>
with or for the other Purchasers, the Seller, the Servicer, the Originators,
ATTWS, any Affiliate of ATTWS or any of their respective successors and assigns.
The Program Agent shall distribute all Collections and other amounts received or
acquired by it hereunder on behalf of the applicable Purchasers or their
respective Managing Agents to such Purchasers or such Managing Agents in
accordance with Article II hereof.

         SECTION 9.02. Agents' Reliance, Etc. Neither the Program Agent nor any
Managing Agent nor any of their respective directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or
such Managing Agent or the Program Agent under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limiting the generality of the foregoing, each of the Program Agent and
the Managing Agents: (i) may consult with legal counsel (including counsel for
Seller or any other Affiliate of ATTWS), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (ii) makes no warranty or representation to any
Purchaser and shall not be responsible to any Purchaser for any statements,
warranties or representations made in or in connection with this Agreement;
(iii) shall not have any duty to ascertain or to inquire as to the performance
or observance of any of the terms, covenants or conditions of this Agreement on
the part of Seller or any other Affiliate of ATTWS or to inspect the property
(including the books and records) of Seller or any other Affiliate of ATTWS;
(iv) shall not be responsible to any Purchaser for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (v) shall incur
no liability under or in respect of this Agreement by acting upon any notice
(including notice by telephone), consent, certificate or other instrument or
writing (which may be by telex) believed by it to be genuine and signed or sent
by the proper party or parties.

         SECTION 9.03. Agents and Affiliates. With respect to any Purchased
Interest (or portion thereof) held by a Managing Agent or the Program Agent,
such party shall have the same rights and powers under this Agreement as would a
Purchaser if it were holding such Purchased Interest (or portion thereof) and
may exercise the same as though such Person were not a Managing Agent or the
Program Agent hereunder. Each Managing Agent and the Program Agent and their
respective Affiliates may engage in any kind of business with Seller or any
Obligor, any of their respective Affiliates and any Person who may do business
with or own securities of Seller or any Obligor or any of their respective
Affiliates, all as if such Persons were not Managing Agents and/or Program Agent
and without any duty to account therefor to any Purchaser.

         SECTION 9.04. Purchaser's Purchase Decision. Each Purchaser
acknowledges that it has, independently and without reliance upon the Program
Agent, any Managing Agent, any of their respective Affiliates or any other
Purchaser, and based on such documents and information as it has deemed
appropriate, made its own evaluation and decision to enter into this Agreement
and, if it so determines, to purchase a Purchased Interest in Transferred
Receivables hereunder. Each Purchaser also acknowledges that it will,
independently and without reliance upon the Program Agent, any Managing Agent,
any of their respective Affiliates, or any other Purchaser,



                                       61
<PAGE>
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own decisions in taking or not taking action under
this Agreement.

         SECTION 9.05. Delegation of Duties. The Program Agent and each Managing
Agent may each execute any of its duties under this Agreement by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Neither the Program Agent nor
any Managing Agent shall be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with reasonable care.

         SECTION 9.06. Successor Agents. The Program Agent and each Managing
Agent may, upon thirty (30) days' notice to Seller, each Purchaser and each
other party hereto, resign as Program Agent or Managing Agent, as applicable. If
any such party shall resign as Program Agent or Managing Agent under this
Agreement, then, in the case of the Program Agent, the Majority Committed
Purchasers, and in the case of any Managing Agent, its related Conduit
Purchasers, during such thirty-day period shall appoint a successor agent,
whereupon such successor agent shall succeed to the rights, powers and duties of
the Program Agent or applicable Managing Agent and references herein to the
Program Agent or such Managing Agent shall mean such successor agent, effective
upon its appointment; and such former Program Agent's or Managing Agent's
rights, powers and duties in such capacity shall be terminated, without any
other or further act or deed on the part of such former Program Agent or
Managing Agent or any of the parties to this Agreement. After any retiring
Program Agent's or Managing Agent's resignation hereunder as such agent, the
provisions of Article VIII, this Article IX and Section 10.07 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Program Agent or a Managing Agent under this Agreement.

                                    ARTICLE X
                                  MISCELLANEOUS

         SECTION 10.01. Amendments, Etc. (a) No waiver of any provision of this
Agreement nor consent to any departure by the Seller or the Servicer therefrom
shall in any event be effective unless the same shall be in writing and signed
by the Program Agent, the Managing Agents and each Committed Purchaser or, where
permitted under this Agreement, the Program Agent and the Majority Committed
Purchasers and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

         (b) No amendment to this Agreement shall be effective unless the same
shall be in writing and signed by the Majority Committed Purchasers, provided,
however, that, without the written consent of all the Committed Purchasers, no
such amendment shall (i) extend the Termination Date, (ii) extend the date of
any payment or deposit of Collections by the Seller or by the Servicer or the
time of payment of Yield, release or transfer all or any portion of the
Purchased Interests, (iii) change the amount of any Committed Purchasers
Purchased Interests other than as provided herein, (iv) change the amount of any
Group Purchase Limit other than as provided herein or increase the Purchase
Limit hereunder, (v) increase the Concentration Limit or any Special
Concentration Limit, (vi) amend, modify or waive any provision of the
definitions of Eligible Receivables, Majority Committed Purchasers, Net
Receivables Pool Balance or Required Reserves or this Section 10.01, (vii)
consent to or permit the assignment or transfer by



                                       62
<PAGE>
the Seller or any of its rights and obligations under this Agreement or of any
of its right, title or interest in or to the Transferred Receivables, (viii)
amend or modify any provision of Section 7.01 or Section 10.04, or (ix) amend or
modify any defined term (or any defined term used directly or indirectly in such
defined term) used in clauses (i) through (ix) above in a manner which would
circumvent the intention of the restrictions set forth in such clauses.

         SECTION 10.02. Notices, Etc. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including communication by facsimile copy) and shall be personally delivered or
sent by registered mail, return receipt requested, or by courier or by
facsimile, to each party hereto, at its address set forth under its name on
Schedule III hereof or at such other address as shall be designated by such
party in a written notice to the other parties hereto. All such notices and
communications shall be effective, upon receipt, or in the case of overnight
courier, two days after being deposited with such courier, or, in the case of
notice by facsimile, when telephonic confirmation of receipt is obtained, in
each case addressed as aforesaid.

         SECTION 10.03. No Waiver; Remedies. No failure on the part of the
Program Agent, any Managing Agent, any Purchaser or any Liquidity Provider to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

         SECTION 10.04. Binding Effect; Assignability.

         (a) This Agreement shall be binding upon and inure to the benefit of
the Seller, the Servicer, the Program Agent, the Managing Agents, the Purchasers
and their respective successors and permitted assigns (which successors of the
Seller shall include a trustee in bankruptcy). This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms, and shall remain in full force and effect until the Final Collection
Date; provided, however, that the rights and remedies with respect to any breach
of any representation and warranty made by the Seller pursuant to Article IV and
the indemnification and payment provisions of Sections 2.06, 2.07, 2.08, Article
VI and Article VIII shall be continuing and shall survive any termination of
this Agreement.

         (b) The Seller may not assign any of its rights and obligations
hereunder or any interest herein without the prior written consent of the
Purchasers and the Program Agent. Each Conduit Purchaser may, without the
consent of the Seller, assign at any time all or any portion of its rights and
obligations hereunder and interests herein to any Person. Any Committed
Purchaser may, without the consent of the Seller but with the consent of the
Managing Agent for the Purchase Group of which it is a member, assign at any
time all or any portion of its rights and obligations hereunder and interests
herein to any Person; provided, however, that prior to the Termination Date, no
Committed Purchaser shall assign less than $50,000,000 of its Commitment
hereunder to any Person without the prior written consent of the Seller, such
consent not to be unreasonably withheld. Upon any such assignment, the assignee
shall succeed to and become vested with all the rights, powers, privileges and
duties of such Purchaser, and the



                                       63
<PAGE>
resigning Purchaser shall be discharged from its duties and obligations as
Purchaser hereunder. The Seller and the Servicer agree to execute or obtain such
other documentation as may be reasonably requested by the assigning Purchaser in
order to effectuate such assignment. Any Committed Purchaser may, without the
consent of the Seller, sell participation interests in its Commitment hereunder;
provided, however, that after giving effect to the sale of such participation,
such Committed Purchaser's obligations hereunder shall remain unchanged, such
Committed Purchaser shall remain solely responsible to the other parties hereto
for the performance of such obligations, all amounts payable to such Committed
Purchaser hereunder shall be determined as if such Committed Purchaser had not
sold such participation interest, and the Seller and the Program Agent shall
continue to deal solely and directly with such Committed Purchaser and not be
obligated to deal with such participant. No such participant shall be entitled
to receive any greater Other Fees hereunder than the Purchaser selling such
participation would otherwise be entitled to receive, or have the right to
consent to any amendment, modification or waiver of any provision of this
Agreement other than an amendment, modification or waiver which relates to the
timing or amount of Capital, Yield or fees payable pursuant to the terms hereof.
Notwithstanding any contrary provision contained in this Agreement, and
notwithstanding that such assignment or participation may be permitted under
this Section 10.04(b), no assignee of a Purchaser under this Section 10.04(b)
shall be entitled to receive with respect to the rights and obligations assigned
to it any greater Other Fees than the assignor Purchaser would have been
entitled to receive with respect to those rights and obligations.

         (c) Notwithstanding any other provisions of this Agreement, any
Purchaser may at any time create a security interest in all or a portion of its
rights under this Agreement or any other Facility Document in favor of the
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of the Federal Reserve System.



                                       64
<PAGE>
         SECTION 10.05. Additional Purchase Groups. Upon the Seller's request,
an additional Purchase Group may be added to this Agreement at any time by the
execution and delivery of a Joinder Agreement by the members of such proposed
additional Purchase Group, the Seller, the Servicer, ATTWS, the Program Agent
and each of the Managing Agents, which execution and delivery shall not be
unreasonably refused by such parties. Upon the effective date of such Joinder
Agreement, (i) each Person specified therein as a "Conduit Purchaser" shall
become a party hereto as a Conduit Purchaser, entitled to the rights and subject
to the obligations of a Conduit Purchaser hereunder, (ii) each Person specified
therein as a "Committed Purchaser" shall become a party hereto as a Committed
Purchaser, entitled to the rights and subject to the obligations of a Committed
Purchaser hereunder, (iii) each Person specified therein as a "Managing Agent"
shall become a party hereto as a Managing Agent, entitled to the rights and
subject to the obligations of a Managing Agent hereunder and (iv) the Purchase
Limit shall be increased by an amount equal to the aggregate Commitments of the
Committed Purchasers party to such Joinder Agreement. On or prior to the
effective date of such Joinder Agreement, the Seller and the new Managing Agent
shall enter into a fee letter for purposes of setting forth the fees payable to
the members of such Purchase Group in connection with this Agreement, which fee
letter shall be considered a "Fee Letter" for all purposes of this Agreement.

         SECTION 10.06. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREE-MENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE INTERESTS OF THE PURCHASERS IN THE TRANSFERRED
RECEIVABLES ASSETS OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH
PARTY HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE AMONG ANY OF THE
SELLER, THE SERVICER, ANY PURCHASER, ANY MANAGING AGENT OR THE PROGRAM AGENT
ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT. EACH OF THE SELLER AND THE
SERVICER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK AND THE COURTS OF THE UNITED STATES LOCATED IN THE STATE OF
NEW YORK FOR THE PURPOSE OF ADJUDICATING ANY CLAIM OR CONTROVERSY ARISING IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND, FOR SUCH PURPOSE, HEREBY
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE
THEREIN OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH
LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS
SECTION 10.06 SHALL AFFECT THE RIGHT OF THE SELLER, THE SERVICER, ANY PURCHASER,
ANY MANAGING AGENT OR THE PROGRAM AGENT TO BRING ANY ACTION OR PROCEEDING
AGAINST ANY PARTY HERETO OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION.



                                       65
<PAGE>
         SECTION 10.07. Costs, Expenses and Taxes.

         (a) In addition to the rights of indemnification under Article VIII
hereof, the Seller agrees to pay to the Program Agent and each Managing Agent on
demand (i) all reasonable costs and expenses incurred in the periodic auditing
of the Seller or the Servicer pursuant to Section 5.01(c) or 5.04(a)(iii), as
applicable, whether annually or on a more frequent basis, and (ii) all
reasonable costs and expenses of the Program Agent and each Managing Agent in
connection with the preparation, execution and delivery (including any requested
amendments, waivers or consents) of this Agreement and the other documents to be
delivered hereunder, including, without limitation, all pre-closing due
diligence expenses and the fees and out-of-pocket expenses of counsel for the
Program Agent and each Managing Agent with respect thereto and with respect to
advising the Program Agent and each Managing Agent and the related Purchasers as
to their respective rights and remedies under this Agreement, and the other
agreements executed pursuant hereto and all costs and expenses, if any
(including counsel fees and expenses), in connection with the enforcement of
this Agreement and the other agreements and documents to be delivered hereunder.

         (b) In addition, the Seller shall pay any and all stamp, sales,
transfer and other taxes and fees (including, without limitation, UCC filing
fees and any penalties associated with the late payment of any UCC filing fees)
payable or determined to be payable in connection with the execution, delivery,
filing and recording of this Agreement or the other agreements and documents to
be delivered hereunder (including any UCC financing statements) and agrees to
indemnify the Program Agent, the Managing Agents, the Purchasers and the
Liquidity Providers against any liabilities with respect to or resulting from
any delay in paying or omission to pay such taxes and fees.

         SECTION 10.08. No Proceedings. The Seller, the Servicer, each
Purchaser, each Managing Agent and the Program Agent each hereby agrees that it
will not institute against any Conduit Purchaser any proceeding of the type
referred to in Section 7.01(f) so long as any CP Notes shall be outstanding or
there shall not have elapsed one year plus one day since the last day on which
any such CP Notes shall have been outstanding.

         SECTION 10.09. Execution in Counterparts; Severability. This Agreement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

         SECTION 10.10. Confidentiality. Each of the parties hereto agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is


                                       66
<PAGE>
made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process or to the extent a party
determines such Information is required to be disclosed in any filing with the
Securities and Exchange Commission, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or any other Facility Document
or the enforcement of rights hereunder or thereunder, (f) to any independent
financial rating agencies, (g) subject to an agreement containing provisions
substantially the same as those of this Section, to any Liquidity Provider,
third-party credit enhancement provider, or any assignee of or participant in,
or any prospective assignee of or participant in, any of its rights or
obligations under this Agreement, (h) with the consent of the party providing
such Information or (i) to the extent such Information (A) becomes publicly
available other than as a result of a breach of this Section or (B) becomes
available to such party on a nonconfidential basis from a source other than the
provider of the Information. For the purposes of this Section 10.10,
"Information" means (a) all information received from ATTWS or the Seller
relating to ATTWS or its business or the Seller or its business, other than any
such information that was available to the party to this agreement receiving
such information on a nonconfidential basis prior to disclosure by ATTWS or the
Seller; and (b) any other information obtained as a result of being a party
hereto, to any related documents or to any of the transactions contemplated
hereby or thereby (including, without limitation, the contents of any summary of
indicative terms and conditions with respect to such transactions, any
information which is marked "confidential", the provisions of this Agreement and
any of the other Facility Documents and any other information regarding the
Managing Agents' administration of the respective commercial paper programs of
the Conduit Purchasers). Any Person required to maintain the confidentiality of
Information as provided in this Section 10.10 shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



                                       67
<PAGE>
                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.


                                       SIERRA NEVADA WIRELESS RECEIVABLES
                                       CORPORATION, as Seller


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       AT&T WIRELESS SERVICES OF NEVADA, INC.,
                                       as Servicer


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       CITICORP NORTH AMERICA, INC.,
                                       as Program Agent


                                       By
                                           -------------------------------------
                                           Name:
                                           Title:



<PAGE>
CNAI PURCHASE GROUP

Conduit Purchase Limit:                CIESCO L.P., as a Conduit Purchaser
$300,000,000
                                       By:  Citicorp North America, Inc.,
                                            as Attorney-in-Fact

                                            By
                                              ----------------------------------
                                              Name:
                                              Title:

Conduit Purchase Limit:                CORPORATE ASSET FUNDING COMPANY,
$300,000,000                           INC., as a Conduit Purchaser

                                       By:  Citicorp North America, Inc.,
                                            as Attorney-in-Fact

                                            By
                                              ----------------------------------
                                              Name:
                                              Title:


Commitment:  $600,000,000              CITIBANK, N.A., as a Committed Purchaser


                                       By
                                          --------------------------------------
                                          Name:
                                          Title:


                                       CITICORP NORTH AMERICA, INC., as a
                                       Managing Agent


                                       By
                                          --------------------------------------
                                          Name:
                                          Title:



<PAGE>
CIBC PURCHASE GROUP

Conduit Purchase Limit:                ASSET SECURITIZATION COOPERATIVE
$350,000,000                           CORPORATION, as a Conduit Purchaser


                                       By
                                          --------------------------------------
                                          Name:
                                          Title:



Commitment:  $350,000,000              CANADIAN IMPERIAL BANK OF
                                       COMMERCE, as a Committed Purchaser and
                                       as a Managing Agent


                                       By
                                          --------------------------------------
                                          Name:
                                          Title:


                                       By
                                          --------------------------------------
                                          Name:
                                          Title:



<PAGE>
BOA PURCHASE GROUP

Conduit Purchase Limit:                RECEIVABLES CAPITAL CORPORATION,
$250,000,000                           as a Conduit Purchaser


                                       By
                                          --------------------------------------
                                          Name:
                                          Title:



Commitment:  $250,000,000              BANK OF AMERICA, N.A., as a Committed
                                       Purchaser and as a Managing Agent


                                       By
                                          --------------------------------------
                                          Name:
                                          Title:


</TEXT>
</DOCUMENT>
