Exhibit 4.1

                                   CONFORMED*
                                CREDIT AGREEMENT

                                      among

                               ACC ACQUISITION CO.
       (including its successor by merger, AMERICAN CELLULAR CORPORATION),
                                    Borrower

                         BANC OF AMERICA SECURITIES LLC,
                   Sole Lead Arranger and Book Running Manager

                             BANK OF AMERICA, N.A.,
                              Administrative Agent

           LEHMAN COMMERCIAL PAPER INC. and TD SECURITIES (USA) INC.,
                              Co-Syndication Agents

                 CIBC WORLD MARKETS CORP. and BARCLAYS BANK PLC,
                             Co-Documentation Agents

                 The Managing Agents and Co-Agents named herein

                                       and

                            THE LENDERS NAMED HEREIN,
                                     Lenders

                                 $1,750,000,000
                        SENIOR SECURED CREDIT FACILITIES

                          Dated as of February 25, 2000

--------
*     Conformed to reflect signatures.
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

SECTION 1      DEFINITIONS AND TERMS...........................................1
        1.1    Definitions.....................................................1
        1.2    Number and Gender of Words; Other References...................31
        1.3    Accounting Principles..........................................31

SECTION 2      BORROWING PROVISIONS...........................................31
        2.1    Revolver Facility..............................................31
        2.2    Term Loan A Facility...........................................31
        2.3    Term Loan B Facility...........................................32
        2.4    Term Loan C Facility...........................................32
        2.5    LC Subfacility.................................................32
        2.6    Swing Line Subfacility.........................................35
        2.7    Terminations or Reductions of Commitments......................37
        2.8    Borrowing Procedure............................................37

SECTION 3      TERMS OF PAYMENT...............................................38
        3.1    Loan Accounts, Notes, and Payments.............................38
        3.2    Interest and Principal Payments................................39
        3.3    Prepayments....................................................41
        3.4    Interest Options...............................................45
        3.5    Quotation of Rates.............................................46
        3.6    Default Rate...................................................46
        3.7    Interest Recapture.............................................46
        3.8    Interest Calculations..........................................46
        3.9    Maximum Rate...................................................46
        3.10   Interest Periods...............................................47
        3.11   Conversions....................................................47
        3.12   Order of Application...........................................48
        3.13   Sharing of Payments, Etc.......................................48
        3.14   Offset.........................................................49
        3.15   Booking Borrowings.............................................49

SECTION 4      CHANGE IN CIRCUMSTANCES........................................49
        4.1    Increased Cost and Reduced Return..............................49
        4.2    Limitation on Types of Loans...................................50
        4.3    Illegality.....................................................51
        4.4    Treatment of Affected Loans....................................51
        4.5    Compensation...................................................51
        4.6    Taxes..........................................................52

SECTION 5      FEES...........................................................54
        5.1    Treatment of Fees..............................................54
        5.2    Fees of Administrative Agent and Arranger......................54
        5.3    Revolver Facility Commitment Fees..............................54


                                                                Credit Agreement
                                       (i)
<PAGE>

        5.4    LC Fees........................................................55

SECTION 6      SECURITY; GUARANTIES...........................................55
        6.1    Guaranties.....................................................55
        6.2    Collateral.....................................................55
        6.3    Future Liens...................................................55
        6.4    Release of Collateral..........................................56
        6.5    Negative Pledge................................................56
        6.6    Control; Limitation of Rights..................................57

SECTION 7      CONDITIONS PRECEDENT...........................................57
        7.1    Conditions Precedent to Closing................................57
        7.2    Conditions Precedent to a Permitted Acquisition................57
        7.3    Conditions Precedent to Each Borrowing.........................58

SECTION 8      REPRESENTATIONS AND WARRANTIES.................................58
        8.1    Purpose of Credit Facility.....................................58
        8.2    Existence, Good Standing, Authority, and Authorizations........59
        8.3    Subsidiaries; Capital Stock....................................59
        8.4    Authorization and Contravention................................59
        8.5    Binding Effect.................................................60
        8.6    Financial Statements...........................................60
        8.7    Litigation, Claims, Investigations.............................60
        8.8    Taxes..........................................................60
        8.9    Environmental Matters..........................................61
        8.10   Employee Benefit Plans.........................................61
        8.11   Properties; Liens..............................................61
        8.12   Government Regulations.........................................61
        8.13   Transactions with Affiliates...................................61
        8.14   Debt...........................................................61
        8.15   Material Agreements; Management Agreements.....................61
        8.16   Insurance......................................................62
        8.17   Labor Matters..................................................62
        8.18   Solvency.......................................................62
        8.19   Intellectual Property..........................................62
        8.20   Compliance with Laws...........................................62
        8.21   Permitted Acquisitions; Intercompany Acquisitions..............62
        8.22   Regulation U...................................................63
        8.23   Tradenames.....................................................63
        8.24   Year 2000......................................................63
        8.25   Full Disclosure................................................63
        8.26   No Default.....................................................64
        8.27   Perfection of Security Interests...............................64
        8.28   The American Merger............................................64

SECTION 9      COVENANTS......................................................65
        9.1    Use of Proceeds................................................65


                                                                Credit Agreement
                                      (ii)
<PAGE>

        9.2    Books and Records..............................................65
        9.3    Items to be Furnished..........................................65
        9.4    Inspections....................................................67
        9.5    Taxes..........................................................67
        9.6    Payment of Obligations.........................................67
        9.7    Maintenance of Existence, Assets, and Business.................67
        9.8    Insurance......................................................68
        9.9    Preservation and Protection of Rights..........................68
        9.10   Employee Benefit Plans.........................................69
        9.11   Environmental Laws.............................................69
        9.12   Debt and Guaranties............................................69
        9.13   Liens..........................................................70
        9.14   Transactions with Affiliates...................................71
        9.15   Compliance with Laws and Documents.............................71
        9.16   Permitted Acquisitions, Subsidiary Guaranties, and
               Collateral Documents...........................................71
        9.17   Assignment.....................................................71
        9.18   Fiscal Year and Accounting Methods.............................71
        9.19   Government Regulations.........................................72
        9.20   Loans, Advances,  and Investments..............................72
        9.21   Distributions and Restricted Payments..........................73
        9.22   Restrictions on Subsidiaries...................................74
        9.23   Sale of Assets.................................................74
        9.24   Sale-Leaseback Financings......................................74
        9.25   Mergers and Dissolutions; Sale of Capital Stock................74
        9.26   New Business...................................................75
        9.27   Financial Hedges...............................................75
        9.28   Affiliate Subordination Agreements.............................75
        9.29   Amendments to Documents........................................76
        9.30   Financial Covenants............................................76
        9.31   Tower Sale-Leaseback...........................................78
        9.32   Parent Covenant................................................78

SECTION 10     DEFAULT........................................................78
        10.1   Payment of Obligation..........................................78
        10.2   Covenants......................................................79
        10.3   Debtor Relief..................................................79
        10.4   Judgments and Attachments......................................79
        10.5   Government Action..............................................79
        10.6   Misrepresentation..............................................79
        10.7   Change of Management...........................................79
        10.8   Change of Control..............................................79
        10.9   Change Business of Parent......................................79
        10.10  Authorizations.................................................79
        10.11  Default Under Other Debt and Agreements........................80
        10.12  LCs............................................................80
        10.13  Validity and Enforceability of Loan Documents..................80
        10.14  Material Adverse Effect........................................80


                                                                Credit Agreement
                                      (iii)
<PAGE>

        10.15  Environmental Liability........................................80
        10.16  Pledged Stock..................................................80
        10.17  Dissolution....................................................81

SECTION 11     RIGHTS AND REMEDIES............................................81
        11.1   Remedies Upon Default..........................................81
        11.2   Company Waivers................................................81
        11.3   Performance by Administrative Agent............................81
        11.4   Delegation of Duties and Rights................................82
        11.5   Not in Control.................................................82
        11.6   Course of Dealing..............................................82
        11.7   Cumulative Rights..............................................82
        11.8   Application of Proceeds........................................82
        11.9   Certain Proceedings............................................82
        11.10  Limitation of Rights...........................................83
        11.11  Expenditures by Lenders........................................83
        11.12  INDEMNIFICATION................................................83

SECTION 12     AGREEMENT AMONG LENDERS........................................84
        12.1   Administrative Agent...........................................84
        12.2   Expenses.......................................................86
        12.3   Proportionate Absorption of Losses.............................86
        12.4   Delegation of Duties; Reliance.................................86
        12.5   Limitation of Liability........................................86
        12.6   Default; Collateral............................................87
        12.7   Limitation of Liability........................................89
        12.8   Relationship of Lenders........................................89
        12.9   Benefits of Agreement..........................................89
        12.10  Agents.........................................................89
        12.11  Obligations Several............................................89
        12.12  Financial Hedges...............................................89

SECTION 13     MISCELLANEOUS..................................................90
        13.1   Headings.......................................................90
        13.2   Nonbusiness Days...............................................90
        13.3   Communications.................................................90
        13.4   Form and Number of Documents...................................90
        13.5   Exceptions to Covenants........................................91
        13.6   Survival.......................................................91
        13.7   Governing Law..................................................91
        13.8   Invalid Provisions.............................................91
        13.9   Entirety.......................................................91
        13.10  Jurisdiction; Venue; Service of Process; Jury Trial............91
        13.11  Amendments, Consents, Conflicts, and Waivers...................92
        13.12  Multiple Counterparts..........................................94
        13.13  Successors and Assigns; Assignments and Participations.........94
        13.14  Confidentiality................................................97


                                                                Credit Agreement
                                      (iv)
<PAGE>

        13.15  Discharge Only Upon Payment in Full; Reinstatement in
               Certain Circumstances..........................................97


                                                                Credit Agreement
                                       (v)
<PAGE>

                             SCHEDULES AND EXHIBITS

Schedule 1        -      American Merger Documents
Schedule 2.1      -      Lenders and Commitments
Schedule 7.1      -      Conditions Precedent to Closing
Schedule 7.1A     -      Post-Closing Requirements
Schedule 7.2      -      Conditions Precedent to Permitted Acquisition
Schedule 8.2      -      FCC and PUC Licenses
Schedule 8.3      -      Capital Stock and Partnership Interests
Schedule 8.15     -      Material Agreements
Schedule 8.23     -      Tradenames
Schedule 9.12     -      Existing Debt
Schedule 9.13     -      Existing Liens
Schedule 9.20     -      Existing Investments

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


                                                                Credit Agreement
                                      (vi)
<PAGE>

                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT is entered into as of February 25, 2000, among ACC
ACQUISITION CO. (including its successor by merger, American Cellular
Corporation) (as more fully defined in Section 1, "Borrower"), ACC ACQUISITION
LLC (as more fully defined in Section 1, "Parent"), Lenders (defined below),
LEHMAN COMMERCIAL PAPER INC. and TD SECURITIES (USA) INC., as Co-Syndication
Agents (defined below), CIBC WORLD MARKETS CORP. and BARCLAYS BANK PLC, as
Co-Documentation Agents (defined below), and BANK OF AMERICA, N.A., as
Administrative Agent (defined below), for itself and the other Lenders.

                                    RECITALS

      A. Affiliates of AT&T Wireless Services, Inc., a Delaware corporation
("AWS"), and Dobson Communications Corporation, an Oklahoma corporation
("Communications"), have formed ACC Acquisition LLC, a Delaware limited
liability company ("Parent").

      B. ACC Acquisition Co., a Delaware corporation and Wholly-owned Subsidiary
of Parent, will merge with and into American Cellular Corporation, a Delaware
corporation ("American"), pursuant to that certain Agreement and Plan of Merger
dated as of October 5, 1999, among Parent, ACC Acquisition Co., and American
(the "American Merger").

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

      D. Upon and subject to the terms and conditions of this Agreement, Lenders
are willing to extend credit to Borrower, providing for four credit facilities
totaling $1,750,000,000, in the form of a revolving loan facility in the
aggregate principal amount of $300,000,000 and three term loan facilities in the
aggregate principal amount of $700,000,000, $350,000,000, and $400,000,000,
respectively.

      Accordingly, in consideration of the mutual covenants contained herein,
Borrower, Administrative Agent, the other Agents, and Lenders agree as follows:

SECTION 1 DEFINITIONS AND TERMS.

      1.1 Definitions. As used herein:

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


                                                                Credit Agreement
<PAGE>

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

      Administrative Agent means Bank of America, N.A., and its permitted
successors or assigns as "Administrative Agent" for Lenders under the Loan
Documents.

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

      Affiliate Subordination Agreement means, individually, and Affiliate
Subordination Agreements means, collectively, an Affiliate Subordination
Agreement (substantially in the form of Exhibit H) executed and delivered by any
Person pursuant to the requirements of the Loan Documents, and any amendments,
modifications, supplements, ratifications, or restatements of any Affiliate
Subordination Agreement made in accordance with the Loan Documents.

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

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

      American means American Cellular Corporation, a Delaware corporation.

      American Merger means the merger of Borrower with and into American on the
Closing Date pursuant to the American Merger Agreement.

      American Merger Agreement means the Agreement and Plan of Merger dated as
of October 5, 1999, among Parent, Borrower, and American, together with all
amendments or modifications thereto in form and upon terms acceptable to
Administrative Agent.

      American Merger Documents means the American Merger Agreement and all
documents or instruments executed pursuant thereto or in connection therewith as
described on Schedule 1, together with all amendments, modifications,
supplements, or restatements thereof in form and upon terms reasonably
satisfactory to Administrative Agent.

      Annualized Interest Expense means, with respect to the Companies on a
consolidated basis, on any date of determination, the product of (a) the
quotient of (i) the Interest Expense arising on and after the Closing Date to
and including the last day of the applicable period of determination divided by
(ii) the number of days from and including the Closing Date to and including the
last day of the applicable period of determination, multiplied by (b) 360.


                                                                Credit Agreement
                                       3
<PAGE>

      Annualized Operating Cash Flow means, with respect to the Companies on a
consolidated basis, (a) on any date of determination occurring on the Closing
Date to (but not including) March 31, 2000, the Operating Cash Flow for the
two-fiscal quarter period ending December 31, 1999, multiplied by two, (b) on
any date of determination occurring on March 31, 2000, to (but not including)
June 30, 2000, the Operating Cash Flow for the three-fiscal quarter period
ending March 31, 2000, multiplied by 4/3.

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

      Applicable Margin means:

            (a) Solely with respect to each Borrowing under the Revolver
      Facility and under the Term Loan A Facility, on any date of determination,
      the percentage per annum set forth in the table below for the Type of
      Borrowing that corresponds to the Leverage Ratio at such date of
      determination, as calculated based on the quarterly Compliance Certificate
      most recently delivered pursuant to Section 9.3 (or the most recent
      Permitted Acquisition Compliance Certificate for a Permitted Acquisition,
      as the case may be):

================================================================================
                                              Applicable Margin
      Leverage Ratio         ===================================================
                             Base Rate Borrowings     Eurodollar Rate Borrowings
================================================================================
Less than 5.75:1.0                   0.250%                     1.500%
--------------------------------------------------------------------------------
Greater than or equal to             0.625%                     1.875%
5.75:1.0,
but less than 6.75:1.0
--------------------------------------------------------------------------------
Greater than or equal to             0.875%                     2.125%
6.75:1.0,
but less than 8.25:1.0
--------------------------------------------------------------------------------
Greater than or equal to             1.250%                     2.500%
8.25:1.0
================================================================================

            (b) Solely with respect to each Borrowing under the Term Loan B
      Facility, on any date of determination, the percentage per annum set forth
      in the table below for the Type of Borrowing that corresponds to the
      Leverage Ratio at such date of determination, as calculated based on the
      quarterly Compliance Certificate most recently delivered pursuant to
      Section 9.3 (or the most recent Permitted Acquisition Compliance
      Certificate for a Permitted Acquisition, as the case may be):

================================================================================
                                              Applicable Margin
      Leverage Ratio         ===================================================
                             Base Rate Borrowings     Eurodollar Rate Borrowings
================================================================================
Less than 6.75:1.0                   1.500%                     2.750%
--------------------------------------------------------------------------------


                                                                Credit Agreement
                                       4
<PAGE>

================================================================================
                                              Applicable Margin
      Leverage Ratio         ===================================================
                             Base Rate Borrowings     Eurodollar Rate Borrowings
================================================================================
Greater than or equal to             1.750%                     3.000%
6.75:1.0
================================================================================

            (c) Solely with respect to each Borrowing under the Term Loan C
      Facility, a percentage per annum equal to 3.250% for Eurodollar Rate
      Borrowings and 2.000% for Base Rate Borrowings.

            (d) The provisions in Items (a) and (b) are further subject to the
      following:

                  (i) Until the second Business Day after the Financial
            Statements and Compliance Certificate for the fiscal quarter ending
            June 30, 2000, shall have been delivered hereunder, the Applicable
            Margin for Base Rate Borrowings and Eurodollar Rate Borrowings under
            the Revolver Facility, the Term Loan A Facility, and the Term Loan B
            Facility shall be the highest Applicable Margin for the relevant
            Type of Borrowing for the relevant Facility. With respect to any
            adjustments in the Applicable Margin as a result of changes in the
            Leverage Ratio on and after June 30, 2000, such adjustment shall be
            effective commencing on the second Business Day after the later of
            (A) the delivery of Financial Statements (and the related Compliance
            Certificate) pursuant to Sections 9.3(a) and 9.3(b), or (B) the
            delivery of the most recent Permitted Acquisition Compliance
            Certificate for a Permitted Acquisition; and

                  (ii) If Borrower and Parent fail to timely furnish to Lenders
            the Financial Statements and related Compliance Certificates as
            required to be delivered pursuant to Sections 9.3(a) and 9.3(b), and
            such failure shall not be remedied within five days, then (unless
            the Default Rate has been effected by Required Lenders pursuant to
            Section 3.6) the Applicable Margin for the Revolver Facility, the
            Term Loan A Facility, and the Term Loan B Facility shall be the
            maximum Applicable Margin for the respective Facility specified in
            the tables above.

      Applicable Margin for Commitment Fees means, on any date of determination,
the percentage set forth in the table below that corresponds with the Leverage
Ratio at such date of determination, as calculated based on the quarterly
Compliance Certificates most recently delivered pursuant to Section 9.3 (or the
most recent Permitted Acquisition Compliance Certificate for a Permitted
Acquisition, as the case may be):

            =============================================================
            Leverage Ratio                          Applicable Margin for
                                                       Commitment Fees
            =============================================================
            Greater than or equal to 6.75 to 1.00            0.500%
            -------------------------------------------------------------
            Less than 6.75 to 1.00                           0.375%
            =============================================================

            (a) Until the second Business Day after the Financial Statements and
      Compliance Certificate for the fiscal quarter ending June 30, 2000, shall
      have been delivered hereunder, the Applicable Margin for Commitment Fees
      shall be the highest Applicable Margin for Commitment


                                                                Credit Agreement
                                       5
<PAGE>

      Fees. With respect to any adjustments in the Applicable Margin for
      Commitment Fees as a result of changes in the Leverage Ratio on and after
      June 30, 2000, such adjustment shall be effective commencing on the second
      Business Day after the delivery of Financial Statements (and related
      Compliance Certificate) pursuant to Sections 9.3(a) and 9.3(b) (or the
      most recent Permitted Acquisition Compliance Certificate for a Permitted
      Acquisition, as the case may be).

            (b) If Borrower and Parent fail to timely furnish to Lenders the
      Financial Statements and related Compliance Certificates as required to be
      delivered pursuant to Sections 9.3(a) and 9.3(b), and such failure shall
      not be remedied within five days, then the Applicable Margin for
      Commitment Fees shall be the maximum Applicable Margin specified in the
      table above.

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

      Arranger means Banc of America Securities LLC, and its successors and
assigns, in its capacity as sole lead arranger and book running manager under
the Loan Documents.

      Asset Operating Cash Flow means, with respect to any Permitted Asset Swap
and measured as of the date of the related Cellular Asset disposition by the
Companies, that portion of the Operating Cash Flow of the Companies attributable
to the Cellular Assets of the Companies being conveyed in such Permitted Asset
Swap.

      Assignment and Acceptance Agreement means (a) an assignment and acceptance
agreement substantially in the form and upon the terms of Exhibit F, executed
and delivered by any Person pursuant to the requirements of the Loan Documents,
and (b) any amendments, modifications, supplements, restatements, ratifications,
or reaffirmations of any Assignment and Acceptance Agreement made in accordance
with the Loan Documents.

      Assumed Taxes means, with respect to any Equity Issuance, an amount equal
to such incremental annual increase in franchise Taxes as Borrower estimates in
good faith shall be payable as a result of such Equity Issuance.

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

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

      Bank of America means Bank of America, N.A., in its individual capacity as
a Lender, and its successors and assigns.

      Base Rate means, for any day, the rate per annum equal to the higher of
(a) the Federal Funds Rate for such day plus one-half of one percent (.5%) and
(b) the Prime Rate for such day. Any change in the Base


                                                                Credit Agreement
                                       6
<PAGE>

Rate due to a change in the Prime Rate or the Federal Funds Rate shall be
effective on the effective date of such change in the Prime Rate or the Federal
Funds Rate.

      Base Rate Borrowing means a Borrowing bearing interest at the sum of the
Base Rate plus the Applicable Margin for Base Rate Borrowings.

      Borrower means ACC Acquisition Co. and its successor by merger, American,
together with any successor or assign of Borrower permitted by the Loan
Documents.

      Borrowing means any amount disbursed (a) by one or more Lenders under the
Loan Documents (under the Revolver Facility, the LC Subfacility, the Swing Line
Subfacility, or any Term Loan Facility), whether such amount constitutes an
original disbursement of funds, the continuation of an amount outstanding, or
payment of a draft under an LC, or (b) by any Lender in accordance with, and to
satisfy the obligations of any Company under, any Loan Document.

      Borrowing Date is defined in Section 2.8(a).

      Borrowing Notice means a request for Borrowing made pursuant to Section
2.8(a), substantially in the form of Exhibit B-1.

      Budget means the most recently delivered of the (a) budget showing the
projected income and expenses of the Companies for fiscal year 2000 delivered on
the Closing Date as required in Item 22 on Schedule 7.1 delivered pursuant to
Section 7.1 or (b) the Budget delivered pursuant to Section 9.3(d), together
with any adjustments to any Budget (whether described in clause (a) or clause
(b)) made from time to time based on projections delivered in connection with
Permitted Acquisitions pursuant to Section 7.2 and the requirements of a
"Permitted Acquisition" as set forth in this Section 1.1, so long as such
projections have been approved by Administrative Agent, and in the case of
adjustments to Capital Expenditures, have been approved by Administrative Agent,
Co-Syndication Agents, and Co-Documentation Agents.

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

      Capital Expenditures means an expenditure (determined in accordance with
GAAP) by a Company for any fixed asset owned by such Company for use in the
operations of such Company having a useful life of more than one year, or any
improvements or additions thereto, including the direct or indirect acquisition
of such assets, and including any obligations to pay rent or other amounts under
a Capital Lease; provided, however, that Capital Expenditures shall not include
(a) acquisitions of stock or assets which are made in accordance with Section
9.20, (b) expenditures for repairs or replacements of fixed assets made with
insurance proceeds in accordance with Section 9.8, or (c) the Purchase Price of
any Authorization to build and operate a PCS System acquired in accordance with
the requirements for a Permitted Acquisition that is a Permitted PCS License
Acquisition.

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


                                                                Credit Agreement
                                       7
<PAGE>

      Cash Equivalents means:

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

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

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

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

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

      Cellular Acquisition means Acquisitions by any Company of businesses which
are engaged in the Cellular Business.

      Cellular Assets means any Cellular System or Franchise Interest owned
directly or indirectly by any Person and used in connection with such Person's
Cellular Business.

      Cellular Business means the business of owning or operating one or more
Cellular Systems and other business directly related thereto.

      Cellular Entity means a Cellular Licensee or Cellular Permittee.

      Cellular Licensee means any Person that is authorized to own, control, and
operate a Cellular System.

      Cellular Permittee means a Person that is authorized by the FCC to
construct a Cellular System.

      Cellular System means a domestic public cellular radio telecommunications
service system licensed under Part 22 of the rules promulgated by the FCC.

      Change of Control means the occurrence of any of the following:

      (a) If Parent is a limited liability company, either

                  (i) So long as no Dobson Change of Control has occurred,
            Communications (and its Affiliates) and AWS (and its Affiliates)
            cease (A) each to have the Right to appoint two Management Committee
            Representatives and (B) to own, in the aggregate, 80% of the
            economic interests in Parent and have the Right to appoint all
            Management Committee Representatives, unless AWS and its Affiliates
            own 50% of the economic interests in Parent and have the Right to
            appoint all Management Committee Representatives; or


                                                                Credit Agreement
                                       8
<PAGE>

                  (ii) After a Dobson Change of Control has occurred, AWS and
            its Affiliates cease to own 50% of the economic interests in Parent
            and have the Right to appoint all Management Committee
            Representatives; or

            (b) On and after the date upon which Parent converts to a
      corporation, either:

                  (i) So long as no Dobson Change of Control has occurred,
            Communications (and its Affiliates) and AWS (and its Affiliates)
            cease (A) to own, individually, 30% of the voting power of all of
            the Voting Stock of Parent and (B) to own, in the aggregate, the
            Voting Stock of Parent having at least 75% of the voting power of
            all of the Voting Stock of Parent, unless AWS and its Affiliates own
            75% of the aggregate voting power of the Voting Stock of Parent; or

                  (ii) After a Dobson Change of Control has occurred, AWS and
            its Affiliates cease to own 75% of the aggregate voting power of the
            Voting Stock of Parent; or

            (c) Parent ceases to own 100% of the issued and outstanding capital
      stock of, or other ownership interests in, Borrower; or

            (d) Except as otherwise permitted by this Agreement, any Company
      ceases to own the percentage of issued and outstanding equity interests
      issued by its Subsidiaries as reflected on Schedule 8.3 on the Closing
      Date, or if thereafter acquired, as determined on the consummation date of
      the related Acquisition.

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

      Co-Agents means, collectively Dresdner Bank AG New York and Grand Cayman
Branches and Banque Nationale de Paris

      Co-Documentation Agents means CIBC World Markets Corp. and Barclays Bank
PLC, and their respective permitted successors or assigns as "Co-Documentation
Agents" under the Loan Documents.

      Co-Syndication Agents means Lehman Commercial Paper Inc. and TD Securities
(USA) Inc. and their respective permitted successors or assigns as
"Co-Syndication Agents" under the Loan Documents.

      Code means the Internal Revenue Code of 1986, as amended, together with
the rules and regulations promulgated thereunder.

      Collateral means all of the items and types of property described as
"Collateral" in now existing or hereafter created Collateral Documents and all
cash and non-cash proceeds thereof.

      Collateral Documents means all security agreements, pledge agreements,
financing statements, assignments of partnership interests, guaranties,
mortgages, and deeds of trust at any time delivered to Administrative Agent to
create or evidence Liens securing the Obligation, together with all
reaffirmations, amendments, and modifications thereof or supplements thereto.


                                                                Credit Agreement
                                       9
<PAGE>

      Commitment Percentage means, at any date of determination, for any Lender
with respect to a particular Facility, the proportion (stated as a percentage)
that its Committed Sum for such Facility bears to the aggregate Committed Sums
of all Lenders for such Facility.

      Committed Sum means (a) for any Revolver Lender, with respect to the
Revolver Facility, at any date of determination occurring prior to the
Termination Date for the Revolver Facility, the amount stated beside such
Lender's name under the heading for the Revolver Facility on the most-recently
amended Schedule 2.1 to this Agreement (which amount is subject to increase,
reduction, or cancellation in accordance with the Loan Documents), and (b) for
any other Lender, with respect to any Term Loan Facility, at any date of
determination occurring prior to the initial Borrowing Date for such Term Loan
Facility, the amount stated beside such Lender's name under the heading for the
applicable Term Loan Facility on the most-recently amended Schedule 2.1 to this
Agreement (which amount is subject to increase, reduction, or cancellation in
accordance with the Loan Documents).

      Communications means Dobson Communications Corporation, an Oklahoma
corporation.

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

      Companies means, on any date of determination thereof, Parent and each of
its Subsidiaries, other than Laredo Joint Venture and, unless and until the
conditions set forth in Item 2 of Schedule 7.1A have been met, Alton CellTelCo
Partnership; and Company means, on any date of determination, Parent or any of
its Subsidiaries, other than Laredo Joint Venture and, unless and until the
conditions set forth in Item 2 of Schedule 7.1A have been met, Alton CellTelCo
Partnership.

      Compliance Certificate means a certificate signed by a Responsible Officer
of Borrower and a Responsible Officer of Parent, substantially in the form of
Exhibit E-1.

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

      Conversion Notice means a request made pursuant to Section 3.11,
substantially in the form of Exhibit B-2.

      Cost Allocation means, with respect to services rendered by Manager
pursuant to the Management Agreement, those common costs which benefit the
Companies (including, but not limited to, allocations of Manager's overhead and
costs of services directly allocable to the Companies that are performed by
Manager's employees and Affiliates), the allocation of which shall be (a)
calculated in the same manner and using the same assumptions that Manager
employs from time to time for making allocations among its other wireless
communications systems, and (b) either (i) based upon the percentage of Pops or
subscribers in the geographic area served by the Companies' Systems compared to
the then-current Pops or subscribers in all geographic areas in which Manager
controls or manages wireless communication systems, or (ii) solely with respect
to engineering and technical costs, allocated on a per cell site percentage
basis.

      Current Financials means, at the time of any determination thereof, the
more recently delivered to Lenders of either (a) (i) the unaudited Financial
Statements for the fiscal quarter ended September 30, 1999,


                                                                Credit Agreement
                                       10
<PAGE>

calculated on a consolidated basis for American and its Subsidiaries; (ii) the
audited Financial Statements for the fiscal year ended December 31, 1998,
calculated on a consolidated basis for American and its Subsidiaries; (iii) the
unaudited pro forma balance sheet of the Companies on a consolidated basis,
which balance sheet shall be prepared assuming that the American Merger and the
incurrence of Debt under this Agreement occurred on December 31, 1999; (iv) the
unaudited pro forma income statement of the Companies on a consolidated basis
(including a calculation of Operating Cash Flow for such entities) for the
three-fiscal quarter period ending on September 30, 1999, which income statement
gives effect to the American Merger and the incurrence of Debt under this
Agreement; (v) the unaudited pro forma income statement of the Companies on a
consolidated basis (including a calculation of Operating Cash Flow for such
entities) for the two-fiscal quarter period ending on December 31, 1999, which
income statement gives effect to the American Merger and the incurrence of Debt
under this Agreement; or (b) the Financial Statements required to be delivered
under Sections 9.3(a) or 9.3(b), as the case may be, calculated on a
consolidated basis for the Companies.

      DCS means Dobson Cellular Systems, Inc., an Oklahoma corporation.

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

      Debt Issuance means Debt of any Company for borrowed money issued or
incurred after the Closing Date, other than Permitted Debt under Section 9.12.

      Debt Service means, calculated for the Companies on a consolidated basis,
either (a) on any date of determination on or prior March 30, 2001, the sum of
(i) Annualized Interest Expense, plus (ii) the aggregate amount of all scheduled
principal payments made on the Debt of the Companies during the most-recently
ended Rolling Period, or (b) on any date of determination occurring on and after
March 31, 2001, the sum of (i) Interest Expense for the Rolling Period most
recently ended, plus (ii) the aggregate amount of all scheduled principal
payments made on the Debt of the Companies during the most-recently ended
Rolling Period.

      Debt Service Coverage Ratio means, with respect to the Companies on a
consolidated basis, either (a) at any date of determination on or prior to June
30, 2000, the ratio of Annualized Operating Cash Flow to Debt Service or (b) at
any date of determination occurring after June 30, 2000, the ratio of Operating
Cash Flow to Debt Service.


                                                                Credit Agreement
                                       11
<PAGE>

      Debtor Relief Laws means the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent
transfer or conveyance, suspension of payments, or similar Laws from time to
time in effect affecting the Rights of creditors generally.

      Declining B Lender is defined in Section 3.3(f)(i).

      Declining C Lender is defined in Section 3.3(f)(ii).

      Default is defined in Section 10.

      Default Rate means a per annum rate of interest equal from day to day to
the lesser of (a) the sum of the Base Rate plus the Applicable Margin for Base
Rate Borrowings for the relevant Facility plus 2% and (b) the Maximum Rate.

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

      Dobson Change of Control means the occurrence of any of the following:

      (a) The sale of all or substantially all of the stock, business, or assets
of Communications;

      (b) The Dobson Group ceases to be the exclusive beneficial owner of at
least 35% of the outstanding capital stock of Communications on a fully diluted
basis; or

      (c) Everett R. Dobson and the Dobson Group cease to have, directly or
indirectly, the exclusive Right to vote not less than 35% of the voting
interests in Communications.

      Dobson Group means Dobson CC Limited Partnership, RLD, Inc., The Everett
R. Dobson Irrevocable Family Trust, The Stephen T. Dobson Irrevocable Family
Trust, and The Robbin L. Dobson Irrevocable Family Trust.

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

      Domestic Subsidiary of any Person means a Subsidiary of such Person that
is organized or incorporated under the Laws of a jurisdiction of the United
States, other than a direct or indirect Subsidiary of a Foreign Subsidiary of
such Person.

      Eligible Assignee means (a) a Lender; (b) an Affiliate of a Lender (so
long as (i) such assignment is not made in conjunction with the sale of such
Affiliate and (ii) such Affiliate remains an Affiliate of such Lender); (c) an
Approved Fund of the assigning Lender; and (d) any other Person approved by
Administrative Agent (which approval will not be unreasonably withheld or
delayed by Administrative Agent) and (unless a Default or Potential Default has
occurred and is continuing at the time any assignment is effected in accordance
with Section 13.13) Borrower (which approval will not be unreasonably withheld
or delayed by


                                                                Credit Agreement
                                       12
<PAGE>

Borrower and which approval will be deemed given by Borrower if no objection is
received by the assigning Lender and Administrative Agent from Borrower within
five Business Days after notice of such proposed assignment has been provided by
the assigning Lender to Borrower); provided, however, that neither Borrower nor
any Affiliate of Borrower shall qualify as an Eligible Assignee.

      Eligible Successor Manager means any Person that (a) currently manages and
has managed for the most recent three years one or more contiguous Cellular
Systems with not less than 5,000,000 Pops, (b) currently manages and has managed
for the most recent three years Cellular Systems with not less than 400,000
subscribers being served by such Cellular Systems, (c) is not a competitor of
any Company in any territory covered by any Company's Systems, and (d) is
subject to a Management Agreement reasonably acceptable to Administrative Agent.

      Employee Plan means an employee pension benefit plan covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Code and established or maintained by any Company or ERISA Affiliate, but not
including any Multiemployer Plan.

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

      Environmental Liability means any obligation, liability (including,
without limitation, any strict liability), loss, fine, penalty, charge, Lien,
damage, cost, or expense of any kind to the extent that it results (a) from any
violation of or any obligation or liability under any Environmental Law, (b)
from the presence, Release, or threatened Release of any Hazardous Substance, or
(c) from actual or threatened damages to natural resources.

      Environmental Permit means any permit, license, or other Authorization
from any Governmental Authority that is required under any Environmental Law for
the lawful conduct of any business, process, or other activity.

      Equity Issuance means the issuance on and after the Closing Date by any
Company of any shares of any class of stock, warrants, membership interests, or
other equity interests, other than (a) present and future shares of stock,
options, or warrants issued to employees, directors, or consultants of the
Companies


                                                                Credit Agreement
                                       13
<PAGE>

under any Company's stock option plan or other benefit or compensation plans or
arrangements, (b) stock issued upon the exercise of any such options or
warrants, and (c) any shares of any class of stock, warrants, or other equity
interests issued from a Company solely to another Company, so long as, no
Default or Potential Default exists or arises as a result thereof.

      ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations and rulings thereunder.

      ERISA Affiliate means any company or trade or business (whether or not
incorporated) which, for purposes of Title IV of ERISA, is (or has been within
the past six years) a member of any Company's controlled group or which is (or
has been within the past six years) under common control with any Company within
the meaning of Section 414(b), (c), (m), or (o) of the Code.

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

      Eurodollar Rate Borrowing means a Borrowing bearing interest at the sum of
the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar Rate
Borrowings.

      Excess Cash Flow means on any date of determination with respect to the
fiscal year then most recently ended, Operating Cash Flow of the Companies on a
consolidated basis plus any net decrease in Working Capital of the Companies on
a consolidated basis, less the sum of, without duplication, (a) Capital
Expenditures made by the Companies during such fiscal year which were permitted
to be made under the terms of the Loan Documents, (b) required payments of
principal on Permitted Debt made by the Companies during such fiscal year (other
than payments made pursuant to Section 3.3(b)), (c) the aggregate Taxes actually
paid in cash by the Companies during such fiscal year, (d) Distributions made by
the Companies during such fiscal year to the extent permitted by the Loan
Documents (but expressly excluding the amount of any Distributions paid in
accordance with Section 9.21(f); (e) Interest Expense paid by the Companies
during such fiscal year or accrued during such fiscal year in compliance with
the Loan Documents, so long as such accrued interest is actually paid by the
Companies during such fiscal year or the first two calendar months of the
following fiscal year in compliance with the Loan Documents; and (f) any net
increase in Working Capital of the Companies.

      Exhibit means an exhibit to this Agreement unless otherwise specified.

      Existing Debt is defined in Section 9.12(f).

      Existing Senior Notes means the 10 1/2% Senior Notes due 2008 issued by
American.


                                                                Credit Agreement
                                       14
<PAGE>

      Facilities means, collectively, the Revolver Facility and the Term Loan
Facilities; Facility means, any of the Revolver Facility or any Term Loan
Facility.

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

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

      Financial Hedge means a swap, collar, floor, cap, or other contract which
is intended to reduce or eliminate the risk of fluctuations in interest rates
and which complies with the applicable requirements of Section 9.27(c) and is
otherwise in compliance with the requirements of the Loan Documents.

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

      Fixed Charge Coverage Ratio means, with respect to the Companies, on any
date of determination with respect to the most recently ended Rolling Period,
the ratio of: (a) the Operating Cash Flow of the Companies minus the amount paid
for Capital Expenditures by the Companies to (b) Fixed Charges.

      Fixed Charges means, with respect to the Companies, on any date of
determination, the sum of (i) all regularly-scheduled principal payments with
respect to Debt required to be paid, (ii) cash Interest Expense, (iii) cash
Taxes paid or payable by the Companies, and (iv) Distributions paid in cash by
any Company to the "Members" or shareholders of Parent.

      Foreign Subsidiary of any Person means a Subsidiary of such Person that is
organized or incorporated under the Laws of a jurisdiction other than a
jurisdiction of the United States.

      Franchise Interest means a direct or indirect ownership in any Person that
is a Cellular Entity.

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

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


                                                                Credit Agreement
                                       15
<PAGE>

      Guarantor means any Person, including, but not limited to, each Company
(other than Borrower), which undertakes to be liable for all or any part of the
Obligation by execution of a Guaranty or otherwise.

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

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

      Intercompany Acquisition means (i) a merger, consolidation, amalgamation,
or combination by any Company with another Company permitted by Section 9.25, or
(ii) sales, assignments, transfers, or dispositions of the capital stock (or
other ownership interests) of a Company to the extent transferred by one Company
to another Company as permitted under Section 9.25; and (iii) sales or
dispositions of all or substantially all the assets of a Company to the extent
transferred by one Company to another Company as permitted under Section
9.23(e).

      Interest Coverage Ratio means, with respect to the Companies on a
consolidated basis, either (a) at any date of determination on or prior to June
29, 2000, the ratio of (i) Annualized Operating Cash Flow to (ii) Annualized
Interest Expense; (b) at any date of determination on and after June 30, 2000,
but on or prior to March 30, 2001, the ratio of (i) Operating Cash Flow for the
Rolling Period most recently ended to (ii) Annualized Interest Expense; or (c)
at any date of determination occurring on and after March 31, 2001, the ratio of
Operating Cash Flow to Interest Expense for the Rolling Period most recently
ended.

      Interest Expense means, for any period of calculation thereof, for any
Person, the aggregate amount of all interest (including commitment fees) on all
Debt of such Person, whether paid in cash or accrued as a liability and payable
in cash during such period (including, without limitation, imputed interest on
Capital Lease obligations; the amortization of any original issue discount on
any Debt; the interest portion of any deferred payment obligation; all
commissions, discounts, and other fees and charges owed with respect to letters
of credit or bankers' acceptance financing; net costs associated with Financial
Hedges; the interest component of any Debt that is guaranteed or secured by such
Person), and all cash premiums or penalties for the repayment, redemption, or
repurchase of Debt (other than such premiums or penalties for the redemption or
tender for the Debt under the Existing Senior Notes paid on the Closing Date).

      Interest Period is determined in accordance with Section 3.10.

      Laredo Joint Venture means the Texas/Illinois Cellular Limited
Partnership, a Delaware limited partnership.

      Laredo Joint Venture Sale means the sale of all of the Companies' Rights,
titles, and interests in the Laredo Joint Venture pursuant to and in accordance
with the "put" provisions in the Amended and Restated Agreement of Limited
Partnership of the Laredo Joint Venture, dated as of December 1, 1995, among


                                                                Credit Agreement
                                       16
<PAGE>

Southwestern Bell Mobile Systems, Inc., Cellular Information Systems of Laredo,
Inc., and Pricellular Corporation.

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

      LC means the standby letter(s) of credit issued hereunder in the form
agreed upon among Borrower, Administrative Agent, and the beneficiary thereof at
the time of issuance thereof and participated in by Lenders pursuant to the
terms and conditions of Section 2.5.

      LC Agreement means a letter of credit application and agreement (in form
and substance satisfactory to Administrative Agent) submitted by Borrower to
Administrative Agent for an LC for its own account (and for its benefit or the
benefit of any other Company), provided that this Agreement shall control any
conflict between this Agreement and any such LC Agreement.

      LC Exposure means, at any time and without duplication, the sum of (a) the
aggregate undrawn portion of all uncancelled and unexpired LCs plus (b) the
aggregate unpaid reimbursement obligations of Borrower in respect of drawings of
drafts under any LC.

      LC Request means a request pursuant to Section 2.5(a), substantially in
the form of Exhibit B-3.

      LC Subfacility means a subfacility of the Revolver Facility for the
issuance of LCs as described in and subject to the limitations of Section 2.5,
under which the LC Exposure (a) may never collectively exceed $50,000,000 and
(b) together with the Revolver Principal Debt may never exceed the Revolver
Commitment.

      Lenders means, on any date of determination, the financial institutions
named on Schedule 2.1 (as the same may be amended from time to time by
Administrative Agent to reflect the assignments made in accordance with Section
13.13(b)), and, subject to the terms and conditions of this Agreement, their
respective successors and assigns (but not any Participant who is not otherwise
a party to this Agreement); provided that, solely for purposes of any Collateral
Document and Sections 12, 3.13, and 3.14, "Lenders" shall also include any
Lender or Affiliate of a Lender who is party to a Financial Hedge with any
Company, and their respective successors and assigns (for purposes hereof, each
Lender shall be deemed to have entered into this Agreement for and on behalf of
any Affiliate now or hereafter party to a Financial Hedge with any Company).

      Leverage Ratio means, with respect to the Companies on a consolidated
basis, either (a) on any date of determination on or prior to June 30, 2000, the
ratio of (i) the aggregate principal amount of all Debt outstanding to (ii)
Annualized Operating Cash Flow, or (b) on any date of determination occurring
after June 30, 2000, the ratio of (i) the aggregate principal amount of all Debt
outstanding to (ii) Operating Cash Flow.

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

      Litigation means any action by or before any Governmental Authority.


                                                                Credit Agreement
                                       17
<PAGE>

      LLC Agreement means that certain Second Amended and Restated Limited
Liability Company Agreement of Parent between AT&T Wireless Services JV Co. and
Dobson JV Company, dated as of February 25, 2000, together with all amendments,
modifications, or supplements thereto (including, but not limited to the Amended
and Restated Supplemental Agreement among AWS, Communications, Dobson CC Limited
Partnership, and other parties which are signatories thereto, dated as of
February 25, 2000) effected in accordance with Section 9.29.

      Loan Account means any record (including, without limitation, the
Register) maintained by any Lender in the ordinary course of business or by
Administrative Agent evidencing the Principal Debt owed to each Lender.

      Loan Documents means (a) this Agreement, the Notes, the Collateral
Documents, LCs, and LC Agreements, (b) all agreements, documents, or instruments
in favor of Agents or Lenders ever delivered pursuant to this Agreement or
otherwise delivered in connection with all or any part of the Obligation, and
(c) any and all future renewals, extensions, restatements, reaffirmations, or
amendments of, or supplements to, all or any part of the foregoing.

      Management Agreement means the Amended and Restated Management Agreement
between DCS and Parent, dated as of February 25, 2000, together with all
amendments, modifications, or replacements thereto, effected in accordance with
Section 9.29.

      Management Committee means the Management Committee of Parent as defined
in and created in accordance with the LLC Agreement.

      Management Committee Representative means any individual serving as a
"Representative" (as defined in the LLC Agreement) on the Management Committee
in accordance with the LLC Agreement.

      Management Expenses means, on any date of determination, the amount of all
unpaid reimbursements for out-of-pocket expenses incurred and related Cost
Allocations reasonably allocated by Manager in the performance of its duties
under the Management Agreement.

      Manager means DCS or any successor thereto which has satisfied the
criteria of an Eligible Successor Manager.

      Managing Agents means, collectively, ABN AMRO Bank N.V., The Bank of New
York, The Bank of Nova Scotia, Bankers Trust Company, CoBank, ACB, PNC Bank,
National Association, Union Bank of California, N.A., and Westdeutsche
Landesbank Girozentrale, New York Branch.

      Material Adverse Event means any set of one or more circumstances or
events which, individually or collectively, could reasonably be expected to
result in any (a) material impairment of the ability of the Companies to perform
any of their payment or other material obligations under the Loan Documents or
the ability of Administrative Agent or any Lender to enforce any such
obligations or any of their respective Rights under the Loan Documents, (b)
material and adverse effect on the business, properties, condition (financial or
otherwise), or results of operations of the Companies, taken as a whole, or (c)
Default or Potential Default.


                                                                Credit Agreement
                                       18
<PAGE>

      Material Agreement means (a) the LLC Agreement, (b) the Management
Agreement, (c) the Roaming Agreements, and (iv) any other contract material to
the respective business of any Company (including with respect to the Systems)
including any roaming agreement, vendor financing agreement, purchase agreement
for telecommunications assets, interconnection agreement, long distance
agreement, or any other written or oral agreement, contract, commitment, or
understanding to which any Company is a party, by which such Company is directly
or indirectly bound, or to which any assets of such Company may be subject
(excluding purchase orders for material and inventory in the ordinary course of
business) and which involves revenue payable to any Company in excess of
$20,000,000 in the aggregate during any 12-month period, or financial
obligations of any Company in excess of $10,000,000 in the aggregate during any
12-month period.

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

      Member shall have the meaning given such term in the LLC Agreement.

      Minority Interest means, on any date of determination, that portion of the
total ownership of any Company that is not owned by another Company.

      Multiemployer Plan means a multiemployer plan as defined in Sections 3(37)
or 4001(a)(3) of ERISA or Section 414(f) of the Code to which any Company or
ERISA Affiliate is making, or has made, or is accruing, or has accrued, an
obligation to make contributions or has, within any of the preceding five plan
years, made or accrued an obligation to make contributions.

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


                                                                Credit Agreement
                                       19
<PAGE>

convertible into Dollars) (including any cash received by way of deferred
payment pursuant to a promissory note, or otherwise, but only as and when
received) received, on or after the date of such Equity Issuance, by any Company
from such Equity Issuance, net of usual and customary transaction costs and
expenses and Assumed Taxes; provided, however, in the case of Taxes that are
deductible under clause (a)(i) preceding or post-closing adjustments under
clause (a)(iii) preceding, but which Taxes or post-closing adjustments have not
actually been paid or are not yet payable, the Company selling such assets may
deduct from the cash proceeds an amount (the "Reserved Amount") equal to the
amount reserved in accordance with GAAP as a reasonable estimate for such Taxes
or post-closing adjustments, so long as, at the time such Taxes or post-closing
adjustments are actually paid, the amount, if any, by which the Reserved Amount
exceeds the Taxes or post-closing adjustments actually paid shall constitute
additional "Net Cash Proceeds" of such Significant Sale, Permitted Asset Swap,
Tower Sale-Leaseback, or Laredo Joint Venture Sale.

      Net Income means, for the Companies, as calculated at any date of
determination, with respect to the most recently ended Rolling Period (unless
otherwise indicated), the net income (or loss) of the Companies from operations
for such period (excluding income from interest, dividends, and distributions,
and non-cash components of income), after deduction of all expenses, Taxes, and
other proper charges for such period, determined on a consolidated basis in
accordance with GAAP, after eliminating therefrom all extraordinary gains or
losses and all other nonrecurring gains or losses from any disposition of any
System or other assets.

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

      Obligation means all present and future indebtedness, liabilities, and
obligations, and all renewals and extensions thereof, or any part thereof, now
or hereafter owed to Administrative Agent, any other Agent, any Lender, or any
Affiliate of any Lender by any Company arising from, by virtue of, or pursuant
to any Loan Document, together with all interest accruing thereon, fees, costs,
and expenses (including, without limitation, all reasonable attorneys' fees and
expenses incurred in the enforcement or collection thereof) payable under the
Loan Documents; provided that, all references to the "Obligation" in the
Collateral Documents and in Sections 3.12, 3.13, and 3.14, shall, in addition to
the foregoing, also include all present and future indebtedness, liabilities,
and obligations (and all renewals and extensions thereof or any part thereof)
now or hereafter owed to any Lender or any Affiliate of a Lender arising from,
by virtue of, or pursuant to any Financial Hedge entered into by any Company.

      Operating Cash Flow means, for any Person, as calculated at any date of
determination with respect to the most recently ended Rolling Period (unless
otherwise indicated), the sum (without duplication and without giving effect to
any extraordinary losses or gains during such period) of (a) Net Income during
such period, plus (b) to the extent already deducted in computing such Net
Income, (i) income Tax expense (including income Taxes and other Taxes based
upon or measured by income), (ii) Interest Expense during such period, and (iii)
depreciation, amortization, and other non-cash expense items during such period,
in each case adjusted as required to take into account any Minority Interests;
provided that in determining Operating Cash Flow of the Companies (and any
reference to "Operating Cash Flow of the Companies" in the Loan Documents shall
expressly include or exclude the following adjustments, as appropriate, and
shall be calculated without duplication):

            (A) So long as the Minority Interest in any Company does not
      increase on or after the Closing Date from the amounts reflected on
      Schedule 8.3, no adjustments for such Minority Interest


                                                                Credit Agreement
                                       20
<PAGE>

      will be required; provided that, if the Minority Interest of any Company
      increases on and after the Closing Date from the amount shown on Schedule
      8.3, then on and after the date of such increase, adjustments for all
      Minority Interests in such Company shall be made in calculating "Operating
      Cash Flow;"

            (B) In determining Operating Cash Flow for the Companies, such
      amount shall be calculated after giving effect to Permitted Acquisitions
      and divestitures of the Companies (to the extent permitted by the Loan
      Documents) during such period as if such transactions had occurred on the
      first day of such period, regardless of whether the effect is positive or
      negative; and

            (C) Adjustments to Operating Cash Flow to reflect Permitted Asset
      Swaps (i) shall be calculated, for any period of determination, after
      giving effect to any Permitted Asset Swap consummated during such period,
      as if any such Permitted Asset Swap had occurred on the first day of such
      period (regardless of whether the effect is positive or negative), (ii)
      shall include the Operating Cash Flow of the company, business, or assets
      acquired (the "Target") by any Company in the acquisition stage of any
      Permitted Asset Swap, and (iii) shall exclude the Operating Cash Flow of
      any assets of the Companies sold, transferred, or exchanged or to be sold,
      transferred, or exchanged in the disposition stage of such Permitted Asset
      Swap.

                  (1) A Permitted Asset Swap shall be deemed to have been
            "consummated" during a fiscal period if either:

                        (a) The acquisition and disposition stages of the
                  Permitted Asset Swap occur during the same fiscal quarter, or

                        (b) The acquisition and disposition stages of the
                  Permitted Asset Swap occur in two consecutive fiscal quarters,
                  and a Company either acquires the Target or has Rights
                  pursuant to a management agreement or other contract (the
                  "Payment Agreement") to receive all or a portion of the
                  Operating Cash Flow of the Target during such fiscal periods;
                  provided that, with respect to transactions contemplated in
                  this clause (b):

                              (i) If the Companies are not entitled to receive
                        all of the Operating Cash Flow of the Target as a result
                        of the Payment Agreement or a subsequent assignment by
                        any Company, then appropriate adjustments shall be made
                        to exclude from the Operating Cash Flow attributable to
                        the Target any interests therein retained or acquired by
                        other Persons;

                              (ii) If both the acquisition and disposition
                        stages of the Permitted Asset Swap are not completed, as
                        originally contemplated, by the end of two consecutive
                        fiscal quarters, then (commencing with the calculations
                        for the second fiscal quarter), the Operating Cash Flow
                        of the Companies during the applicable Rolling Period
                        may only include payments received by the Companies
                        pursuant to any Payment Agreement with respect to the
                        Target, and any other adjustments to Operating Cash Flow
                        to reflect the Permitted Asset Swap shall be made in
                        accordance with clause (2) below; and


                                                                Credit Agreement
                                       21
<PAGE>

                              (iii) If the Payment Agreement is terminated (for
                        any reason, other than as a result of completion of the
                        acquisition stage of the Permitted Asset Swap), then any
                        payments ever received under the Payment Agreement shall
                        be excluded from calculations of Operating Cash Flow.

                  (2) If a Permitted Asset Swap is not consummated within the
            same fiscal quarter or two consecutive fiscal quarters as
            contemplated in clause (1) preceding, then each stage of the
            Permitted Asset Swap must be considered separately as an acquisition
            and as a disposition in accordance with clause (B) preceding;
            provided that, if the acquisition stage is consummated prior to the
            disposition stage, the Operating Cash Flow of the Target may be
            included in Operating Cash Flow, but the Operating Cash Flow
            attributable to the assets to be transferred, sold, or exchanged in
            the disposition stage of the Permitted Asset Swap must be excluded
            from any such calculations of Operating Cash Flow.

      OSHA means the Occupational Safety and Health Act of 1970, 29 U.S.C.ss.
671 et seq.

      Parent means ACC Acquisition LLC, a Delaware limited liability company
(and, to the extent permitted pursuant to the requirements of Section 9.25, any
corporation into which it is converted under Delaware Law).

      Participant is defined in Section 13.13(e).

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

      PCS Business means the business of owning or operating one or more PCS
Systems and other business directly related thereto.

      PCS Capital Expenditures means Capital Expenditures by any Company
expended in connection with the construction or build-out of a PCS System of
such Company.

      PCS Systems means the wireless cellular communication systems offering
"Personal Communication Services" authorized under Part 24 of the FCC Rules (47
C.F.R. ss. 24.1 et seq).

      Permitted Acquisition means, individually and collectively, (a) the
American Merger, (b) Permitted Cellular System Acquisitions, (c) Permitted Asset
Swaps, (d) Permitted PCS License Acquisitions, and/or (e) any other Acquisition
for which the prior written consent of Required Lenders has been obtained (each
of items (a) through (d) being referred to herein as a "Subject Transaction"),
so long as the following requirements have been satisfied for each Permitted
Acquisition (provided that, with respect to the American Merger, satisfaction of
the requirements under clauses (ii) and (iii) shall be satisfied by compliance
with the conditions precedent for closing set forth in Section 7.1):

            (i) Immediately prior to each Subject Transaction and after giving
      effect thereto and all Borrowings under the Revolver Facility to be made
      in connection therewith, there is at least $25,000,000 of availability
      under the Revolver Commitment;


                                                                Credit Agreement
                                       22
<PAGE>

            (ii) As of the closing thereof, each Subject Transaction has been
      approved and recommended by the board of directors (or equivalent body) of
      the Person to be acquired or from which such business or license is to be
      acquired;

            (iii) Not less than 14 days prior to the closing of any Subject
      Transaction, Borrower shall have delivered to Administrative Agent a
      Permitted Acquisition Compliance Certificate, demonstrating pro forma
      compliance with the terms and conditions of the Loan Documents, after
      giving effect thereto, including (A) pro forma income statement and
      balance sheet for the Companies (after giving effect to the Subject
      Transaction), and (B) cash flow projections therefor for the period from
      the date thereof through the last-to-occur of the then-effective
      Termination Dates, demonstrating compliance with the applicable financial
      covenants and debt amortization schedules; provided that, for any
      Permitted Asset Swap in which the disposition and the acquisition of the
      Cellular Assets do not occur during the same fiscal quarter, Borrower
      shall deliver (not less than 14 days prior to each of the closings for the
      acquisition and disposition stages of the Permitted Asset Swap) Permitted
      Acquisition Compliance Certificates (together with supporting pro forma
      income statements, balance sheets, and cash flow projections) separately
      demonstrating compliance for both the acquisition and disposition stages
      of the Permitted Asset Swap.

            (iv) Not less than 30 days prior to the closing thereof, Borrower
      shall have delivered to Administrative Agent a copy of the purchase
      agreement or asset exchange agreement (including all schedules and
      exhibits thereto) relating to the Subject Transaction;

            (v) Prior to consummation thereof, Borrower shall have satisfied the
      conditions precedent set forth in Section 7.2;

            (vi) Each Authorization issued by the FCC or any PUC to be acquired
      by any Company in or by virtue of any Subject Transaction shall be valid,
      binding, enforceable, and subsisting without any defaults thereunder or
      enforceable adverse limitations thereon and shall not be subject to any
      proceedings or claims opposing the issuance, development, or use thereof
      or contesting the validity thereof unless such Company has entered into an
      agreement with the seller of such Authorization protecting such Company
      from such adverse limitations, proceedings, or claims, which agreement
      shall be on terms and conditions satisfactory to Administrative Agent;

            (vii) As of the closing of any Subject Transaction, after giving
      effect thereto, the acquiring party must be Solvent and the Companies, on
      a consolidated basis, must be Solvent;

            (viii) As of the closing of any Subject Transaction (determined, in
      the case of Permitted Asset Swaps, at the time of the closing of each of
      the acquisition and disposition components thereof), no Default or
      Potential Default (including, but not limited to, a Default pursuant to
      Section 10.8) shall exist or occur as a result thereof, and after giving
      effect thereto;

            (ix) No Subject Transaction results in the formation or Acquisition
      of a Foreign Subsidiary of any Company; and

            (ix) No Subject Transaction results in the acquisition of stock or
      assets by Parent.


                                                                Credit Agreement
                                       23
<PAGE>

      Permitted Acquisition Compliance Certificate means a certificate signed by
a Responsible Officer of Borrower and a Responsible Officer of Parent,
substantially in the form of Exhibit E-2.

      Permitted Acquisition Loan Closing Certificate means a certificate signed
by a Responsible Officer of Borrower and a Responsible Officer of Parent,
substantially in the form of Exhibit E-3.

      Permitted Asset Swap means an exchange (for reasonably equivalent value, a
portion of which may include cash) of Cellular Assets owned by a non-affiliated
Person for Cellular Assets owned by any Company, with respect to which each of
the following requirements shall have been satisfied:

            (a) The Purchase Price for such Permitted Asset Swap (i) must be
      less than or equal to $150,000,000, and (ii), when aggregated with the
      Purchase Prices of all other Permitted Cellular System Acquisitions and
      Permitted Asset Swaps consummated on and after the Closing Date, must not
      exceed $450,000,000 in the aggregate;

            (b) The fair market value of the Cellular Assets conveyed by any
      Company in any asset swap, when aggregated with the fair market value of
      all other Cellular Assets conveyed by the Companies in all Permitted Asset
      Swaps consummated on and after the Closing Date does not exceed
      $700,000,000 in the aggregate;

            (c) As of the date any Cellular Assets of a Company are conveyed
      pursuant to an asset swap, the sum of (i) the Asset Operating Cash Flow of
      the Cellular Assets being conveyed by such Company plus (ii) the aggregate
      Asset Operating Cash Flow attributable to all other Permitted Assets Swaps
      consummated on and after the Closing Date does not exceed 35% of the
      Operating Cash Flow of the Companies as reflected on the most-recently
      delivered Compliance Certificate.

            (d) At the time of any Permitted Asset Swap, such Company has
      entered into one or more binding agreement or agreements with
      non-affiliated Persons to acquire Cellular Assets having an aggregate fair
      market value reasonably equivalent to the Cellular Assets to be exchanged
      by such Company;

            (e) Within six months of the execution of the binding agreements
      referred to in clause (d), Borrower has delivered a certificate to
      Administrative Agent stating that the Permitted Asset Swap has been
      consummated;

            (f) The Cellular Assets acquired pursuant to any such Permitted
      Asset Swap either (i) are located (A) within 200 miles of a Cellular
      System owned by Borrower or any of its Subsidiaries or (B) so long as DCS
      is the Manager, within 200 miles of a Cellular System owned by
      Communications or its Subsidiaries or (ii) include at least 1,000,000 Pops
      capable of being served in contiguous Cellular Systems; and

            (g) The acquisition of Cellular Assets pursuant to any Permitted
      Asset Swap satisfies all requirements for a Permitted Acquisition.

      Permitted Cellular System Acquisition means any Acquisition by any Company
of businesses which are engaged in the domestic cellular industry, with respect
to which each of the following requirements have been satisfied:


                                                                Credit Agreement
                                       24
<PAGE>

            (a) The Purchase Price for such Acquisition (i) must be less than or
      equal to $150,000,000 and (ii) when aggregated with the Purchase Price of
      all other Permitted Cellular System Acquisitions and Permitted Asset Swaps
      consummated on and after the Closing Date to any date of determination,
      does not exceed $450,000,000 in the aggregate;

            (b) As of the closing of any such Acquisition, (i) if such
      Acquisition is structured as a merger, Borrower, (or if such merger is
      with any Subsidiary of Borrower, then a domestic company that is or
      becomes a Subsidiary of Borrower) must be the surviving entity after
      giving effect to such merger; and (ii) if such Acquisition is structured
      as a stock/equity acquisition, the acquiring Company shall own not less
      than an 85% interest in the entity being acquired and such acquired entity
      will be a domestic company that is or becomes a direct or indirect
      Subsidiary of Borrower and a Guarantor hereunder; and

            (c) Such Acquisition satisfies all requirements for a Permitted
      Acquisition.

      Permitted Debt means Debt permitted under Section 9.12 as described in
such Section.

      Permitted Liens means Liens permitted under Section 9.13 as described in
such Section.

      Permitted PCS License Acquisition means any acquisition by any Company of
an Authorization to build and operate a PCS System (including, but not limited
to, any acquisition through donation, capital contribution, or gift from AWS,
any Affiliates thereof, or any other Person), with respect to which each of the
following requirements have been satisfied:

            (a) The Purchase Price for such acquisition (i) does not exceed
      $25,000,000, and (ii) when aggregated with the Purchase Price of all other
      Permitted PCS License Acquisitions consummated on and after the Closing
      Date to any date of determination, does not exceed $50,000,000 in the
      aggregate;

            (b) The projected Capital Expenditures detailed on the Supplemental
      Capital Expenditure Budget with respect to such acquisition (as required
      pursuant to Section 7.2 and to the extent approved by Administrative
      Agent, Co-Syndication Agents, and Co-Documentation Agents), when
      aggregated with the Supplemental Capital Expenditures of all other
      Permitted PCS License Acquisitions consummated on and after the Closing
      Date, does not exceed $100,000,000 in the aggregate;

            (c) Before giving effect to such acquisition, the Leverage Ratio for
      the Companies is less than 7.00 to 1.00;

            (d) After giving effect to such acquisition, the voting and economic
      interests in Parent held by AWS and its Affiliates and Communications and
      its Affiliates shall be equal to their respective interests immediately
      prior to the consummation of such acquisition; and

            (e) Such acquisition satisfies all requirements for a Permitted
      Acquisition.

      Person means any individual, entity, or Governmental Authority.


                                                                Credit Agreement
                                       25
<PAGE>

      Pops means, with respect to any licensed area, the residents of such area
based on the most recent publication by Equifax Marketing Decisions Systems,
Inc. or any other publication acceptable to Administrative Agent.

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

      Prime Rate means the per annum rate of interest established from time to
time by Bank of America, N.A., as its prime rate, which rate may not be the
lowest rate of interest charged by Bank of America, N.A. to its customers.

      Principal Debt means, at the time of any determination thereof, the sum of
the Revolver Principal Debt and all Term Loan Principal Debt.

      Pro Rata or Pro Rata Part, for each Lender, means on any date of
determination (a) for purposes of sharing any amount or fee payable to any
Lender in respect of a Facility or Subfacility, the proportion which the portion
of the Principal Debt for the applicable Facility or Subfacility owed to such
Lender (whether held directly or through a participation in respect of the LC
Subfacility or Swing Line Subfacility and determined after giving effect
thereto) bears to the Principal Debt under the applicable Facility or
Subfacility owed to all Lenders at the time in question, and (b) for all other
purposes, the proportion which the portion of the Principal Debt owed to such
Lender bears to the Principal Debt owed to all Lenders at the time in question,
or if no Principal Debt is outstanding, then the proportion that the aggregate
of such Lender's Committed Sums then in effect under the Facilities bears to the
Total Commitment then in effect.

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

      Purchase Price means, with respect to any Permitted Acquisition, all
direct, indirect, and deferred cash and non-cash payments made to or for the
benefit of the Person being acquired (or whose assets are being acquired), its
shareholders, officers, directors, employees, or Affiliates in connection with
such Permitted Acquisition, including, without limitation, the amount of any
Debt being assumed in connection with such Permitted Acquisition (and subject to
the limitations on Permitted Debt hereunder), seller financing, payments under
non-competition or consulting agreements entered into in connection with such
Permitted Acquisition and similar agreements, all non-cash consideration and the
value of any stock, options, or warrants or other Rights to acquire stock issued
as part of the consideration in such transaction; provided that, for the
purposes hereof, (a) non-competition agreements and consulting agreements shall
be valued at their present value discounted over the term of such agreement at
the Base Rate in effect at the time of the Permitted Acquisition, and (b) solely
with respect to any Permitted Asset Swap, the fair market value of the assets of
the Companies exchanged in connection with such Permitted Asset Swap shall be
excluded from the Purchase Price and, for purposes of this calculation, the
Purchase Price shall never be less than $0.

      Register is defined in Section 13.13(c).

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


                                                                Credit Agreement
                                       26
<PAGE>

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

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

      Reporting Entities is defined in Section 8.6.

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

      Required Lenders means (a) on any date of determination on and after the
Closing Date and prior to the date of the initial Borrowing, those Lenders
holding 50.1% or more of the Total Commitment, (b) on any date of determination
on and after the date of the initial Borrowing and prior to the Termination Date
for the Revolver Facility, those Lenders holding 50.1% or more of the sum of (i)
the Revolver Commitment plus (ii) the Term Loan Principal Debt; and (c) on any
date of determination on or after the Termination Date for the Revolver
Facility, those Lenders holding 50.1% or more of the sum of the Principal Debt
plus (without duplication) the LC Exposure.

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

      Responsible Officer means (a) with respect to Borrower, its chairman,
president, chief executive officer, chief financial officer, senior vice
president, or treasurer, or, for all purposes under the Loan Documents, any
other officer designated from time to time by the Board of Directors of
Borrower, and (b) with respect to Parent, (i) if it is a limited liability
company, any Management Committee Representative or, for all purposes under the
Loan Documents, any other officer designated from time to time by the Management
Committee, which designated officer is acceptable to Administrative Agent, or
(ii) if it is a corporation, its chairman, president, chief executive officer,
chief financial officer, senior vice president, or treasurer, or, for all
purposes under the Loan Documents, any other officer designated from time to
time by the Board of Directors of Parent, which designated officer is acceptable
to Administrative Agent.

      Restricted Payments means (a) redemptions, repurchases, dividends, and
Distributions of any kind in respect of the capital stock (including, without
limitation, any class of common or preferred shares), membership interests, or
other equity interests issued by any Company; (b) partnership Distributions of
any kind in respect of partnership interests of any Company that is a
partnership; and (c) payments of principal and interest on, and any redemptions
or repurchases of, Subordinated Debt.


                                                                Credit Agreement
                                       27
<PAGE>

      Revolver Commitment means an amount (subject to reduction or cancellation
as herein provided) equal to $300,000,000.

      Revolver Commitment Usage means, at the time of any determination thereof,
the sum of (a) the aggregate Revolver Principal Debt (including the Swing Line
Principal Debt), plus, without duplication, (b) the LC Exposure.

      Revolver Facility means the credit facility as described in and subject to
the limitations set forth in Section 2.1 (including the LC Subfacility and the
Swing Line Subfacility).

      Revolver Lender means, on any date of determination, any Lender that has a
Committed Sum under the Revolver Facility or that is owed any Revolver Principal
Debt.

      Revolver Note means a promissory note in substantially the form of Exhibit
A-1, and all renewals and extensions of all or any part thereof.

      Revolver Principal Debt means, on any date of determination, the aggregate
unpaid principal balance of all Borrowings under the Revolver Facility
(including, without limitation, the Swing Line Principal Debt), together with
the aggregate unpaid reimbursement obligations of Borrower in respect of
drawings under any LC.

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

      Roaming Agreements means (a) that certain Amended and Restated Operating
Agreement dated as of February 25, 2000, between AWS and Parent (as the same may
be amended, modified, supplemented, or restated in compliance with Section 9.29)
and (b) that certain Amended and Restated Operating Agreement dated as of
February 25, 2000, between DCS and Parent (as the same may be amended, modified,
supplemented, or restated in compliance with Section 9.29).

      Rolling Period means, on any date of determination, the most recent four
fiscal quarters ended on March 31, June 30, September 30, or December 31 (as the
case may be).

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

      Security Agreement means (a) a Pledge, Assignment, and Security Agreement
in substantially the form and upon the terms of Exhibit D, executed by any
Person pursuant to the requirements of the Loan Documents; and (b) any
amendments, modifications, supplements, restatements, ratifications, or
reaffirmations of any Security Agreement made in accordance with the Loan
Documents.

      Significant Sale means any sale, lease (as lessor), transfer, or other
disposition of any property or assets (tangible or intangible, including,
without limitation, stock or equity interests in Subsidiaries) by any Company to
any other Person (other than the Tower Sale-Leaseback, the Laredo Joint Venture
Sale, any Intercompany Acquisition, and any sale, lease, transfer, or other
disposition contemplated by Sections 9.23(a) through (e) or contemplated by
Section 9.24) with respect to which the Net Cash Proceeds realized by any
Company for such asset disposition (or when aggregated with the Net Cash
Proceeds from all such other asset dispositions occurring in the same calendar
year) equals or exceeds $10,000,000.


                                                                Credit Agreement
                                       28
<PAGE>

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

      Subfacilities means, collectively, the LC Subfacility and the Swing Line
Subfacility; Subfacility means, any of the LC Subfacility or the Swing Line
Subfacility.

      Subordinated Debt means any Debt of any Company subordinated to the
Obligation on terms (including, without limitation, subordination terms)
reasonably acceptable to Administrative Agent and its counsel.

      Subsidiary of any Person means (a) any entity of which an aggregate of
more than 50% (in number of votes) of the stock, membership interests, or other
equity interests (other than partnership interests) is owned of record or
beneficially, directly or indirectly, by such Person, or (b) any partnership
(limited or general) of which such Person shall at any time be the controlling
general partner determined in accordance with GAAP or own more than 50% of the
issued and outstanding partnership interests.

      Supplemental Capital Expenditures means, with respect to Permitted
Acquisitions, for any period of determination, the aggregate projected Capital
Expenditures reflected on the Supplemental Capital Expenditure Budgets delivered
in connection with such Permitted Acquisitions, so long as each such
Supplemental Capital Expenditure Budget has been approved by Administrative
Agent, Co-Syndication Agents, and Co-Documentation Agents, and the related
Permitted Acquisition has been consummated.

      Supplemental Capital Expenditures Budget means, with respect to any
Permitted Acquisition, the budget detailing projected Capital Expenditures to
the latest Termination Date and delivered in connection with such Permitted
Acquisition pursuant to Section 7.2.

      Swing Line Borrowing means any Borrowing under the Swing Line Subfacility.

      Swing Line Commitment means an amount (subject to availability, reduction,
or cancellation as herein provided) equal to $15,000,000.

      Swing Line Lender means Bank of America, N.A., and its successors and
assigns.

      Swing Line Maturity Date for any Swing Line Borrowing means the earlier of
(a) the last Business Day of the month in which any Swing Line Borrowing is made
and (b) the Termination Date for the Revolver Facility.

      Swing Line Note means a promissory note in substantially the form of
Exhibit A-5, and all renewals and extensions of all or any part thereof.

      Swing Line Principal Debt means, on any date of determination, that
portion of the Revolver Principal Debt outstanding under the Swing Line
Subfacility.

      Swing Line Subfacility means the subfacility under the Revolver Facility
described in, and subject to the limitations of, Section 2.6.


                                                                Credit Agreement
                                       29
<PAGE>

        System means individually, and Systems means collectively, the Cellular
Systems and PCS Systems, now or hereafter owned, operated, or managed by the
Companies.

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

      Term Loan A Commitment means an amount (subject to reduction or
cancellation as herein provided) equal to $700,000,000.

      Term Loan A Facility means the credit facility as described in and subject
to the limitations set forth in Section 2.2.

      Term Loan A Lender means, on any date of determination, any Lender that
has a Committed Sum under the Term Loan A Facility or that is owed any Term Loan
A Principal Debt.

      Term Loan A Note means a promissory note substantially in the form of
Exhibit A-2, and all renewals and extensions of all or any part thereof.

      Term Loan A Principal Debt means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under the Term Loan A
Facility.

      Term Loan B Commitment means an amount (subject to reduction or
cancellation as herein provided) equal to $350,000,000.

      Term Loan B Facility means the credit facility as described in and subject
to the limitations set forth in Section 2.3.

      Term Loan B Lender means, on any date of determination, any Lender that
has a Committed Sum under the Term Loan B Facility or that is owed any Term Loan
B Principal Debt.

      Term Loan B Note means a promissory note substantially in the form of
Exhibit A-3, and all renewals and extensions of all or any part thereof.

      Term Loan B Principal Debt means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under the Term Loan B
Facility.

      Term Loan C Commitment means an amount (subject to reduction or
cancellation as herein provided) equal to $400,000,000.

      Term Loan C Facility means the credit facility as described in and subject
to the limitations set forth in Section 2.4.

      Term Loan C Lender means, on any date of determination, any Lender that
has a Committed Sum under the Term Loan C Facility or that is owed any Term Loan
C Principal Debt.

      Term Loan C Note means a promissory note substantially in the form of
Exhibit A-4, and all renewals and extensions of all or any part thereof.


                                                                Credit Agreement
                                       30
<PAGE>

      Term Loan C Principal Debt means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under the Term Loan C
Facility.

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

      Term Loan Principal Debt means, on any date of determination, the sum of
the Term Loan A Principal Debt, the Term Loan B Principal Debt, and the Term
Loan C Principal Debt.

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

      Termination Date means (a) for purposes of the Revolver Facility, the
earlier of (i) March 31, 2007, and (ii) the effective date of any other
termination, cancellation, or acceleration of all commitments to lend under the
Revolver Facility; (b) for purposes of the Term Loan A Facility, the earlier of
(i) March 31, 2007, and (ii) the effective date of any other termination,
cancellation, or acceleration of the Term Loan A Facility; (c) for purposes of
the Term Loan B, the earlier of (i) March 31, 2008, and (ii) the effective date
of any other termination, cancellation, or acceleration of the Term Loan B
Facility; and (d) for purposes of the Term Loan C Facility, the earlier of (i)
March 31, 2009, and (ii) the effective date of any other termination,
cancellation, or acceleration of the Term Loan C Facility.

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

      Towers means, on any date of determination, all or substantially all of
the cellular transmission towers owned by the Companies.

      Tower Sale-Leaseback means the concurrent (a) sale of the Towers to an
unaffiliated Person and (ii) the lease of the Towers from the purchaser thereof,
which sale-leaseback arrangements must be in form and upon terms reasonably
acceptable to Administrative Agent.

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

      Voting Stock means the capital stock (or equivalent thereof) of any class
or kind, issued by Parent, the holders of which are entitled to vote for the
election of directors, managers, or other voting members of the governing body
of Parent.

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

      Working Capital means the sum of all current assets other than cash, less
the sum of all current liabilities other than the current portion of long term
Debt, all as determined in accordance with GAAP.


                                                                Credit Agreement
                                       31
<PAGE>

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

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

SECTION 2 BORROWING PROVISIONS.

      2.1 Revolver Facility. Each Revolver Lender severally, but not jointly,
agrees to lend to Borrower such Revolver Lender's Commitment Percentage of one
or more Borrowings under the Revolver Facility not to exceed such Revolver
Lender's Committed Sum under the Revolver Facility, which Borrowings may be
repaid and reborrowed from time to time in accordance with the terms and
provisions of the Loan Documents; provided that, (a) each such Borrowing must
occur on a Business Day and no later than the Business Day immediately preceding
the Termination Date for the Revolver Facility; (b) each such Borrowing shall be
in an amount not less than (i) $7,000,000 or a greater integral multiple of
$1,000,000 if a Eurodollar Rate Borrowing, (ii) $3,000,000 or a greater integral
multiple of $100,000 if a Base Rate Borrowing, or (iii) $1,000,000 or a greater
integral multiple of $100,000 if a Swing Line Borrowing; (c) on any date of
determination, after giving effect to the requested Borrowing, the Revolver
Commitment Usage shall never exceed the Revolver Commitment; and (d) on any date
of determination, after giving effect to the requested Borrowing, each Lender's
Commitment Percentage (under the Revolver Facility) of the Revolver Commitment
Usage shall not exceed such Lender's Committed Sum.

      2.2 Term Loan A Facility. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Documents, each Term
Loan A Lender severally, but not jointly, agrees to lend to Borrower in a single
Borrowing on the Closing Date such Lender's Commitment Percentage


                                                                Credit Agreement
                                       32
<PAGE>

of the Term Loan A Commitment. If all or a portion of the Term Loan A Principal
Debt is paid or prepaid, then the amount so paid or prepaid may not be
reborrowed.

      2.3 Term Loan B Facility. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Documents, each Term
Loan B Lender severally, but not jointly, agrees to lend to Borrower in a single
Borrowing on the Closing Date an amount up to such Lender's Commitment
Percentage of the Term Loan B Commitment. If all or a portion of the Term Loan B
Principal Debt is paid or prepaid, then the amount so paid or prepaid may not be
reborrowed.

      2.4 Term Loan C Facility. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Documents, each Term
Loan C Lender severally, but not jointly, agrees to lend to Borrower in a single
Borrowing on the Closing Date such Lender's Commitment Percentage of the Term
Loan C Commitment. If all or a portion of the Term Loan C Principal Debt is paid
or prepaid, then the amount so paid or prepaid may not be reborrowed.

      2.5 LC Subfacility.

            (a) Conditions. Subject to the terms and conditions of this
      Agreement and applicable Law, Administrative Agent agrees to issue LCs
      upon Borrower's application therefor (denominated in Dollars) by
      delivering to Administrative Agent a properly completed LC Request and an
      LC Agreement with respect thereto no later than 10:00 a.m. Dallas, Texas
      time three Business Days before such LC is to be issued; provided that,
      (i) on any date of determination and after giving effect to any LC to be
      issued on such date, the Revolver Commitment Usage shall never exceed the
      Revolver Commitment then in effect, (ii) on any date of determination and
      after giving effect to any LC to be issued on such date, the LC Exposure
      shall never exceed $50,000,000 (as such commitment under the LC
      Subfacility may be reduced or canceled as herein provided), (iii) at the
      time of issuance of such LC, no Default or Potential Default shall have
      occurred and be continuing, and (iv) each LC must expire no later than the
      earlier of the 30th day prior to the Termination Date for the Revolver
      Facility or one year from its issuance; provided that, any LC may provide
      for automatic renewal for successive periods of up to twelve months (but
      no renewal period may extend beyond the 30th day prior to the Termination
      Date for the Revolver Facility) unless Administrative Agent has given
      prior notice to the applicable beneficiary of its election not to extend
      such LC.

            (b) Participations. Immediately upon the issuance by Administrative
      Agent of any LC, Administrative Agent shall be deemed to have sold and
      transferred to each other Revolver Lender, and each other such Revolver
      Lender shall be deemed irrevocably and unconditionally to have purchased
      and received from Administrative Agent, without recourse or warranty, an
      undivided interest and participation, to the extent of such Revolver
      Lender's Commitment Percentage (based upon the Revolver Facility), in such
      LC, the LC Agreement related thereto, and all Rights of Administrative
      Agent in respect thereof (other than Rights to receive certain fees
      provided for in Section 5.4(b)).

            (c) Reimbursement Obligation. To induce Administrative Agent to
      issue and maintain LCs and to induce Revolver Lenders to participate in
      issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i)
      on the date on which any draft is presented under any LC, the amount of
      any draft paid or to be paid by Administrative Agent and (ii) promptly,
      upon demand, the amount of any fees (in addition to the fees described in
      Section 5) which Administrative Agent


                                                                Credit Agreement
                                       33
<PAGE>

      customarily charges to a Person similarly situated in the ordinary course
      of its business for amending LC Agreements, for honoring drafts under
      letters of credit, and taking similar action in connection with letters of
      credit. If Borrower has not reimbursed Administrative Agent for any drafts
      paid or to be paid within 24 hours of demand therefor by Administrative
      Agent, Administrative Agent is hereby irrevocably authorized to fund such
      reimbursement obligations as a Base Rate Borrowing under the Revolver
      Facility to the extent of availability under the Revolver Facility and if
      the conditions precedent in this Agreement for such a Borrowing (other
      than any notice requirements or minimum funding amounts) have, to
      Administrative Agent's knowledge, been satisfied. The proceeds of such
      Borrowing under the Revolver Facility shall be advanced directly to
      Administrative Agent in payment of Borrower's unpaid reimbursement
      obligation. If for any reason, funds cannot be advanced under the Revolver
      Facility, then Borrower's reimbursement obligation shall continue to be
      due and payable. Borrower's obligations under this Section 2.5(c) shall be
      absolute and unconditional under any and all circumstances and
      irrespective of any setoff, counterclaim, or defense to payment which
      Borrower may have at any time against Administrative Agent or any other
      Person. From the date that Administrative Agent pays a draft under an LC
      until the related reimbursement obligation of Borrower is paid or funded
      by proceeds of a Borrowing, unpaid reimbursement obligations shall accrue
      interest at the Default Rate, which accrued interest shall be payable on
      demand.

            (d) General. Administrative Agent shall promptly notify Borrower of
      the date and amount of any draft presented for honor under any LC (but
      failure to give any such notice shall not affect Borrower's obligations
      under the Loan Documents). Administrative Agent shall pay the requested
      amount upon presentment of a draft for honor unless such presentment on
      its face does not comply with the terms of the applicable LC. When making
      payment, Administrative Agent may disregard (i) any default or potential
      default that exists under any other agreement and (ii) the obligations
      under any other agreement that have or have not been performed by the
      beneficiary or any other Person (and Administrative Agent shall not be
      liable for any obligation of any Person thereunder). Borrower's
      reimbursement obligations to Administrative Agent and Revolver Lenders,
      and each Revolver Lender's obligations to Administrative Agent, under this
      Section 2.5 are absolute and unconditional irrespective of, and
      Administrative Agent is not responsible for, (i) the validity,
      enforceability, sufficiency, accuracy, or genuineness of documents or
      endorsements which appear appropriate on their face (even if they are in
      any respect invalid, unenforceable, insufficient, inaccurate, fraudulent,
      or forged), (ii) any dispute by any Company with or any Company's claims,
      setoffs, defenses, counterclaims, or other Rights against Administrative
      Agent, any Revolver Lender, or any other Person, or (iii) the occurrence
      of any Potential Default or Default. However, nothing in this Section 2.5
      constitutes a waiver of the Rights of Borrower or any Revolver Lender to
      assert any claim or defense based upon the gross negligence or willful
      misconduct of Administrative Agent. To the extent any Revolver Lender has
      funded its ratable share of any draft under an LC, then Administrative
      Agent shall promptly distribute reimbursement payments received from
      Borrower to such Revolver Lender according to its ratable share. In the
      event any payment by Borrower received by Administrative Agent with
      respect to an LC and distributed to Revolver Lenders on account of their
      participations therein is thereafter set aside, avoided, or recovered from
      Administrative Agent in connection with any receivership, liquidation, or
      bankruptcy proceeding, each Revolver Lender which received such
      distribution shall, upon demand by Administrative Agent, contribute such
      Revolver Lender's ratable portion of the amount set aside, avoided, or
      recovered, together with interest at the rate required to be paid by
      Administrative Agent upon the amount required to be repaid by it.


                                                                Credit Agreement
                                       34
<PAGE>

            (e) Obligation of Lenders. If Borrower fails to reimburse
      Administrative Agent as provided in Section 2.5(c) within 24 hours of the
      demand therefor by Administrative Agent and funds cannot be advanced under
      the Revolver Facility to satisfy the reimbursement obligations, then
      Administrative Agent shall promptly notify each Revolver Lender of
      Borrower's failure, of the date and amount of the draft paid, and of such
      Revolver Lender's Commitment Percentage (based upon the Revolver Facility)
      thereof. Each Revolver Lender shall promptly and unconditionally fund its
      participation interest in such unreimbursed draft by making available to
      Administrative Agent in immediately available funds such Revolver Lender's
      Commitment Percentage (based upon the Revolver Facility) of the
      unreimbursed draft. Funds are due and payable to Administrative Agent on
      or before the close of business on the Business Day when Administrative
      Agent gives notice to each Revolver Lender of Borrower's reimbursement
      failure (if given prior to 1:00 p.m., Dallas, Texas time) or on the next
      succeeding Business Day (if notice was given after 1:00 p.m., Dallas,
      Texas time). All amounts payable by any Revolver Lender shall accrue
      interest at the Federal Funds Rate from the day the applicable draft is
      paid by Administrative Agent to (but not including) the date the amount is
      paid by the Revolver Lender to Administrative Agent.

            (f) Duties of Administrative Agent as Issuing Lender. Administrative
      Agent agrees with each Revolver Lender that it will exercise and give the
      same care and attention to each LC as it gives to its other letters of
      credit. Administrative Agent's sole liability to each Revolver Lender with
      respect to such LCs (other than liability arising from the gross
      negligence or willful misconduct of Administrative Agent) shall be to
      distribute promptly to each Revolver Lender who has acquired a
      participating interest therein such Revolver Lender's ratable portion of
      any payments made to Administrative Agent by Borrower pursuant to Section
      2.5(d). Each Revolver Lender and Borrower agree that, in paying any draw
      under any LC, Administrative Agent shall not have any responsibility to
      obtain any document (other than any documents required by the respective
      LC) or to ascertain or inquire as to any document's validity,
      enforceability, sufficiency, accuracy, or genuineness or the authority of
      any Person delivering any such document. Administrative Agent, Revolver
      Lenders, and their respective Representatives shall not be liable to any
      other Lender or any Company for any LCs use or for any beneficiary's acts
      or omissions. Any action, inaction, error, delay, or omission taken or
      suffered by Administrative Agent or any of its Representatives under or in
      connection with any LC, applicable drafts or documents, or the
      transmission, dispatch, or delivery of any related message or advice, if
      in good faith and in conformity with such Laws as Administrative Agent or
      any of its Representatives may deem applicable and in accordance with the
      standards of care specified in the Uniform Customs and Practice for
      Documentary Credits issued by the International Chamber of Commerce, as in
      effect on the date of issue of such LC, shall be binding upon the
      Companies and Lenders and shall not place Administrative Agent or any of
      its Representatives under any resulting liability to any Company or any
      Lender.

            (g) Cash Collateral. On the Termination Date for the Revolver
      Facility, or on any date that the LC Exposure exceeds the then-effective
      commitment under the LC Subfacility, or upon any demand by Administrative
      Agent upon the occurrence and during the continuance of a Default,
      Borrower shall provide to Administrative Agent, for the benefit of
      Revolver Lenders, (i) cash collateral in Dollars in an amount equal to
      110% of the LC Exposure existing on such date, such cash and all interest
      thereon shall constitute cash collateral for all LCs, and (ii) such
      additional cash collateral as Administrative Agent may from time to time
      require, so that the cash collateral amount shall at all times equal or
      exceed 110% the LC Exposure. Any cash collateral deposited under this


                                                                Credit Agreement
                                       35
<PAGE>

      clause (g), and all interest earned thereon, shall be held by
      Administrative Agent and invested and reinvested at the expense and the
      written direction of Borrower, in U.S. Treasury Bills with maturities of
      no more than 90 days from the date of investment.

            (h) INDEMNIFICATION. BORROWER SHALL PROTECT, INDEMNIFY, PAY, AND
      SAVE ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND AGAINST ANY
      AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, OR LOSSES OF, OR OWED TO
      THIRD PARTIES (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE
      OF ADMINISTRATIVE AGENT, LENDERS, OR THEIR RESPECTIVE REPRESENTATIVES),
      AND ANY AND ALL RELATED COSTS, CHARGES, AND EXPENSES (INCLUDING REASONABLE
      ATTORNEYS' FEES), WHICH ADMINISTRATIVE AGENT, OR ANY LENDER MAY INCUR OR
      BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR INDIRECT, OF (A) THE ISSUANCE OF
      ANY LC, (B) ANY DISPUTE ABOUT AN LC, OR (C) THE FAILURE OF ADMINISTRATIVE
      AGENT TO HONOR A DRAFT UNDER SUCH LC AS A RESULT OF ANY ACT OR OMISSION
      (WHETHER RIGHT OR WRONG) OF ANY PRESENT OR FUTURE GOVERNMENTAL AUTHORITY.
      HOWEVER, NO PERSON IS ENTITLED TO INDEMNITY HEREUNDER FOR ITS OWN GROSS
      NEGLIGENCE OR WILLFUL MISCONDUCT. THE FOREGOING INDEMNITY PROVISIONS SHALL
      SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF
      THIS AGREEMENT.

            (i) LC Agreements. Although referenced in any LC, terms of any
      particular agreement or other obligation to the beneficiary are not
      incorporated into this Agreement in any manner. The fees and other amounts
      payable with respect to each LC are as provided in this Agreement,
      Borrower's reimbursement obligations with respect to drafts under any LC
      shall be deemed part of the Obligation, and in the event of any conflict
      between the terms of this Agreement and any LC Agreement, the terms of
      this Agreement shall be controlling.

      2.6 Swing Line Subfacility.

            (a) For the convenience of the parties and as an integral part of
      the transactions contemplated by the Loan Documents, Swing Line Lender,
      solely for its own account, may make any requested Borrowing of $1,000,000
      or a greater integral multiple of $100,000, subject to those terms and
      conditions applicable to Borrowings set forth in Sections 7.3(c) through
      (h), directly to Borrower as a Swing Line Borrowing without requiring any
      other Lender to fund its Pro Rata Part thereof unless and until Section
      2.6(b) is applicable; provided that: (i) each Swing Line Borrowing must
      occur on a Business Day and no later than the Business Day immediately
      preceding the Termination Date for the Revolver Facility; (ii) the
      aggregate Swing Line Principal Debt outstanding on any date of
      determination shall not exceed the Swing Line Commitment; (iii) on any
      date of determination, the Revolver Commitment Usage shall never exceed
      the Revolver Commitment; (iv) the Revolver Principal Debt outstanding on
      any date of determination shall not exceed the Revolver Commitment then in
      effect; (v) at the time of such Swing Line Borrowing, no Default or
      Potential Default shall have occurred and be continuing; (vi) each Swing
      Line Borrowing shall bear interest at a rate per annum equal to the Base
      Rate plus the Applicable Margin for Base Rate Borrowings for the Revolver
      Facility; provided that, at any time after Revolver Lenders are deemed to
      have purchased pursuant to Section 2.6(b), a participation in any Swing
      Line Borrowing, such Borrowing shall bear interest


                                                                Credit Agreement
                                       36
<PAGE>

      at the Default Rate; and (vii) no additional Swing Line Borrowing shall be
      made at any time after any Revolver Lender has refused, notwithstanding
      the requirements of Section 2.6(b), to purchase a participation in any
      Swing Line Borrowing as provided in such Section, and until such purchase
      shall occur or until the Swing Line Borrowing has been repaid. Each
      Borrowing under the Swing Line Subfacility shall be available and may be
      prepaid on same day telephonic notice from Borrower to Swing Line Lender,
      so long as such notice is received by Swing Line Lender prior to 12:00
      noon (Dallas, Texas time). Accrued interest on Swing Line Borrowings shall
      be due and payable on each March 31, June 30, September 30, and December
      31, and on the Termination Date for the Revolver Facility. On each Swing
      Line Maturity Date, all Swing Line Principal Debt then outstanding shall
      be repaid in full.

            (b) If Borrower fails to repay any Swing Line Borrowing as provided
      herein and funds cannot be or are not advanced under the Revolver Facility
      to satisfy the obligations under the Swing Line Subfacility,
      Administrative Agent shall timely notify each Revolver Lender of such
      failure and of the date and amount not paid. No later than the close of
      business on the date such notice is given (if such notice was given prior
      to 12:00 noon, Dallas, Texas time on any Business Day, or, if made at any
      other time, on the next Business Day following the date of such notice),
      each Revolver Lender shall be deemed to have irrevocably and
      unconditionally purchased and received from Swing Line Lender an undivided
      interest and participation in such Swing Line Borrowing to the extent of
      such Revolver Lender's Commitment Percentage (with respect to the Revolver
      Facility) thereof, and each Revolver Lender shall make available to Swing
      Line Lender in immediately available funds such Revolver Lender's
      Commitment Percentage (with respect to the Revolver Facility) of the
      unpaid amount of such Swing Line Borrowing. All such amounts payable by
      any Revolver Lender shall include interest thereon from the date on which
      such payment is payable by such Revolver Lender to, but not including, the
      date such amount is paid by such Revolver Lender to Administrative Agent,
      at the Federal Funds Rate. If such Revolver Lender does not promptly pay
      such amount upon Administrative Agent's demand therefor, and until such
      time as such Revolver Lender makes the required payment, Swing Line Lender
      shall be deemed to continue to have outstanding a Swing Line Borrowing in
      the amount of such unpaid obligation. Each payment by Borrower of all or
      any part of any Swing Line Borrowing shall be paid to Administrative Agent
      for the ratable benefit of Swing Line Lender and those Revolver Lenders
      who have funded their participations in such Swing Line Principal Debt
      under this Section 2.6(b); provided that, with respect to any such
      participation, all interest accruing on the Swing Line Principal Debt to
      which such participation relates prior to the date of funding, such
      participation shall be payable solely to Swing Line Lender for its own
      account. In the event that any payment received by Swing Line Lender is
      required to be returned, each Revolver Lender will return to Swing Line
      Lender any portion thereof previously distributed by Swing Line Lender to
      it.

            (c) Notwithstanding anything to the contrary in this Agreement, each
      Revolver Lender's obligation to fund the Borrowings and to purchase and
      fund participating interests pursuant to Section 2.6(b) shall be absolute
      and unconditional and shall not be affected by any circumstance,
      including, without limitation, (i) any setoff, counterclaim, recoupment,
      defense, or other Right which such Revolver Lender or Borrower may have
      against the Swing Line Lender, Borrower, or any other Person for any
      reason whatsoever; (ii) the occurrence or continuance of a Potential
      Default or a Default or the failure to satisfy any of the conditions
      specified in Section 7; (iii) any adverse change in the condition
      (financial or otherwise) of any Company; (iv) any breach of this Agreement
      by any


                                                                Credit Agreement
                                       37
<PAGE>

      Company or any Lender; or (v) any other circumstance, happening, or event
      whatsoever, whether or not similar to any of the foregoing.

      2.7 Terminations or Reductions of Commitments.

            (a) Voluntary Commitment Reduction. Without premium or penalty, and
      upon giving not less than ten Business Days prior written and irrevocable
      notice to Administrative Agent, Borrower may terminate in whole or in part
      the unused portion of the Revolver Commitment, the Swing Line Commitment,
      or the commitment under the LC Subfacility; provided that: (i) each
      partial termination of the Revolver Commitment shall be in an amount of
      not less than $5,000,000 or a greater integral multiple of $1,000,000; and
      each partial termination of the Swing Line Commitment or the commitment
      under the LC Subfacility shall be in an amount of not less than $1,000,000
      or a greater integral multiple of $250,000; and (ii) on any date of
      determination, the amount of the Revolver Commitment may not be reduced
      below the Revolver Commitment Usage; the Swing Line Commitment may not be
      reduced below the Swing Line Principal Debt; and the commitment under the
      LC Subfacility may not be reduced below the LC Exposure. At the time of
      any commitment termination under this Section 2.7, Borrower shall pay to
      Administrative Agent, for the account of each Revolver Lender, as
      applicable, any amounts that may then be due under Section 3.3(c), all
      accrued and unpaid fees then due and payable under this Agreement, the
      interest attributable to the amount of that reduction, and any related
      Consequential Loss. Any part of the Revolver Commitment, the Swing Line
      Commitment, or the commitment under the LC Subfacility that is terminated
      may not be reinstated.

            (b) Mandatory Commitment Reductions. To the extent any payment or
      reduction of the Revolver Principal Debt pursuant to Section 3.12(b) or
      any prepayment pursuant to Section 3.3(b) or (c) results in a mandatory
      reduction of the Revolver Commitment, then the Revolver Commitment shall
      be reduced by the amount of such payment, and each Revolver Lender's
      Committed Sum under the Revolver Facility shall be ratably reduced by such
      amount.

            (c) Additional Reductions. The Swing Line Commitment and the
      commitment under the LC Subfacility shall each be reduced from time to
      time on the date of any mandatory or voluntary reduction of the Revolver
      Commitment by the amount, if any, by which either such Subfacility exceeds
      the Revolver Commitment after giving effect to such reduction of the
      Revolver Commitment.

            (d) Ratable Allocation of Revolver Commitment Reductions. Each
      reduction of the Revolver Commitment under this Section 2.7 shall be
      allocated among the Revolver Lenders in accordance with their respective
      Commitment Percentages under the Revolver Facility.

      2.8 Borrowing Procedure. The following procedures apply to all Borrowings
(other than Swing Line Borrowings and Borrowings pursuant to Section 2.5(c)):

            (a) Borrowing Request. Borrower may request a Borrowing by making or
      delivering a Borrowing Notice to Administrative Agent requesting that
      Lenders fund a Borrowing on a certain date (the "Borrowing Date"), which
      Borrowing Notice (i) shall be irrevocable and binding on Borrower, (ii)
      shall specify the Facility or Facilities under which such Borrowing is
      being made, (iii) shall specify the Borrowing Date, amount, Type, and (for
      a Borrowing comprised of Eurodollar


                                                                Credit Agreement
                                       38
<PAGE>

      Rate Borrowings) Interest Period, (iv) must be received by Administrative
      Agent no later than 10:00 a.m. Dallas, Texas time on the third Business
      Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or on
      the Business Day immediately preceding the Borrowing Date for any Base
      Rate Borrowing, and (v) shall state the purpose or purposes for which such
      Borrowing is being requested. Administrative Agent shall timely notify
      each Lender with respect to each Borrowing Notice.

            (b) Funding. Each Lender shall remit its Commitment Percentage for
      the relevant Facility of each requested Borrowing to Administrative
      Agent's principal office in Dallas, Texas, in funds which are or will be
      available for immediate use by Administrative Agent by 1:00 p.m., Dallas,
      Texas time on the applicable Borrowing Date. Subject to receipt of such
      funds, Administrative Agent shall (unless to its actual knowledge any of
      the conditions precedent therefor have not been satisfied by Borrower or
      waived by the requisite Lenders under Section 13.11) make such funds
      available to Borrower by causing such funds to be deposited to Borrower's
      account as designated to Administrative Agent by Borrower.

            (c) Funding Assumed. Absent contrary written notice from a Lender,
      Administrative Agent may assume that each Lender has made its Commitment
      Percentage of the requested Borrowing available to Administrative Agent on
      the applicable Borrowing Date, and Administrative Agent may, in reliance
      upon such assumption (but shall not be required to), make available to
      Borrower a corresponding amount. If a Lender fails to make its Commitment
      Percentage of any requested Borrowing available to Administrative Agent on
      the applicable Borrowing Date, Administrative Agent may recover the
      applicable amount on demand (i) from that Lender, together with interest
      commencing on the Borrowing Date and ending on (but excluding) the date
      Administrative Agent recovers the amount from that Lender, at an annual
      interest rate equal to the Federal Funds Rate, or (ii) if that Lender
      fails to pay its amount upon demand, then from Borrower. No Lender is
      responsible for the failure of any other Lender to make its Commitment
      Percentage of any Borrowing available as required by Section 2.8(b);
      however, failure of any Lender to make its Commitment Percentage of any
      Borrowing so available does not excuse any other Lender from making its
      Commitment Percentage of any Borrowing so available.

SECTION 3 TERMS OF PAYMENT.

      3.1 Loan Accounts, Notes, and Payments.

            (a) Loan Accounts; Noteless Transaction. The Principal Debt owed to
      each Lender shall be evidenced by one or more Loan Accounts or records
      maintained by such Lender in the ordinary course of business. The Loan
      Accounts or records maintained by Administrative Agent (including, without
      limitation, the Register) and each Lender shall be prima facie evidence
      absent manifest error of the amount of the Borrowings made by Borrower
      from each Lender under this Agreement (and the Facilities and
      Subfacilities thereunder) and the interest and principal payments thereon.
      Any failure to so record or any error in doing so shall not, however,
      limit or otherwise affect the obligation of Borrower under the Loan
      Documents to pay any amount owing with respect to the Obligation.

            (b) Notes. Upon the request of any Lender, made through
      Administrative Agent, the Principal Debt owed to such Lender may be
      evidenced by one or more of the following Notes (as the


                                                                Credit Agreement
                                       39
<PAGE>

      case may be): (i) a Revolver Note (with respect to Revolver Principal
      Debt, other than under the Swing Line Subfacility); (ii) a Swing Line Note
      (with respect to the Swing Line Principal Debt); (iii) a Term Loan A Note
      (with respect to Term Loan A Principal Debt); (iv) a Term Loan B Note
      (with respect to Term Loan B Principal Debt); and (v) a Term Loan C Note
      (with respect to Term Loan C Principal Debt).

            (c) Payment. All payments of principal, interest, and other amounts
      to be made by Borrower under the Loan Documents shall be made to
      Administrative Agent at its principal office in Dallas, Texas in Dollars
      and in funds which are or will be available for immediate use by
      Administrative Agent by 12:00 noon Dallas, Texas time on the day due,
      without setoff, deduction, or counterclaim. Payments made after 12:00
      noon, Dallas, Texas, time shall be deemed made on the Business Day next
      following. Administrative Agent shall pay to each Lender any payment of
      principal, interest, or other amount to which such Lender is entitled
      hereunder on the same day Administrative Agent shall have received the
      same from Borrower; provided such payment is received by Administrative
      Agent prior to 12:00 noon Dallas, Texas time, and otherwise before 12:00
      noon Dallas, Texas time on the Business Day next following.

            (d) Payment Assumed. Unless Administrative Agent has received notice
      from Borrower prior to the date on which any payment is due under this
      Agreement that Borrower will not make that payment in full, Administrative
      Agent may assume that Borrower has made the full payment due and
      Administrative Agent may, in reliance upon that assumption, cause to be
      distributed to the appropriate Lender on that date the amount then due to
      such Lenders. If and to the extent Borrower does not make the full payment
      due to Administrative Agent, each Lender shall repay to Administrative
      Agent on demand the amount distributed to that Lender by Administrative
      Agent, together with interest for each day from the date that Lender
      received payment from Administrative Agent until the date that Lender
      repays Administrative Agent (unless such repayment is made on the same day
      as such distribution), at an annual interest rate equal to the Federal
      Funds Rate.

      3.2 Interest and Principal Payments.

            (a) Interest. Accrued interest on each Eurodollar Rate Borrowing is
      due and payable on the last day of its respective Interest Period and on
      the Termination Date for the applicable Facility; provided that, if any
      Interest Period is greater than three months, then accrued interest is
      also due and payable on the three month anniversary of the date on which
      such Interest Period commences, on each three month anniversary
      thereafter, and on the last day of such Interest Period. Accrued interest
      on each Base Rate Borrowing shall be due and payable each March 31, June
      30, September 30, and December 31, and on the Termination Date for the
      applicable Facility.

            (b) Revolver Principal Debt. The Revolver Principal Debt is due and
      payable on the Termination Date for the Revolver Facility.

            (c) Term Loan A Principal Debt. The Term Loan A Principal Debt is
      due and payable in quarterly installments in the principal amounts
      indicated in the table below, commencing on June 30, 2001, and continuing
      thereafter on the last Business Day of each March, June, September, and
      December, with the final payment due on the Termination Date for the Term
      Loan A Facility, in accordance with the following amortization schedule:


                                                                Credit Agreement
                                       40
<PAGE>

          ==================================================================
                  Payment Dates                       Principal Installments
          ==================================================================
            June 30, 2001, September 30, 2001,           $8,750,000/each
          December 31, 2001, and March 31, 2002
          ------------------------------------------------------------------
            June 30, 2002, September 30, 2002,           $17,500,000/each
          December 31, 2002, and March 31, 2003
          ------------------------------------------------------------------
            June 30, 2003, September 30, 2003,           $26,250,000/each
          December 31, 2003, and  March 31, 2004
          ------------------------------------------------------------------
            June 30, 2004, September 30, 2004,           $35,000,000/each
          December 31, 2004, and  March 31, 2005
          ------------------------------------------------------------------
            June 30, 2005, September 30, 2005,           $43,750,000/each
          December 31, 2005, March 31, 2006,
            June 30, 2006, September 30, 2006,
          December 31, 2006, and March 31, 2007
          ==================================================================

            (d) Term Loan B Principal Debt. The Term Loan B Principal Debt is
      due and payable in quarterly installments in the principal amounts
      indicated in the table below, commencing on June 30, 2001, and continuing
      thereafter on the last Business Day of each March, June, September, and
      December, with the final payment due on the Termination Date for the Term
      Loan B Facility, in accordance with the following amortization schedule:

          ==================================================================
                  Payment Dates                       Principal Installments
          ==================================================================
             June 30, 2001, September 30, 2001,           $875,000/each
             December 31, 2001; each March 31,
            June 30, September 30, and December
              31 of calendar years 2002, 2003,
            2004, and 2005; and March 31, 2006
          ------------------------------------------------------------------
              June 30, 2006, September 30, 2006,         $39,375,000/each
            December 31, 2006, and March 31, 2007,
          ------------------------------------------------------------------
              June 30, 2007, September 30, 2007,         $43,750,000/each
            December 31, 2007, and March 31, 2008
          ==================================================================

            (e) Term Loan C Principal Debt. The Term Loan C Principal Debt is
      due and payable in quarterly installments in the principal amounts
      indicated in the table below, commencing on June 30, 2001, and continuing
      thereafter on the last Business Day of each March, June, September, and
      December, with the final payment due on the Termination Date for the Term
      Loan C Facility, in accordance with the following amortization schedule:


                                                                Credit Agreement
                                       41
<PAGE>

          ==================================================================
                  Payment Dates                       Principal Installments
          ==================================================================
              June 30, 2001, September 30,               $1,000,000/each
            2001, December 31, 2001; each March
             31, June 30, September 30, and
            December 31 of calendar years 2002,
             2003, 2004, 2005, and 2006; and
                      March 31, 2007
          ------------------------------------------------------------------
             June 30, 2007, September 30, 2007,          $45,000,000/each
           December 31, 2007, and March 31, 2008
          ------------------------------------------------------------------
             June 30, 2008, September 30, 2008,          $49,000,000/each
           December 31, 2008, and March 31, 2009
          ==================================================================

      3.3 Prepayments.

            (a) Optional Prepayments. Except as set forth in Section 3.3(f),
      after giving Administrative Agent advance written notice of the intent to
      prepay, Borrower may voluntarily prepay all or any part of the Revolver
      Principal Debt, the Swing Line Principal Debt, the Term Loan A Principal
      Debt, the Term Loan B Principal Debt, and the Term Loan C Principal Debt
      from time to time and at any time, in whole or in part, without premium or
      penalty; provided that: (i) such notice must be received by Administrative
      Agent by 12:00 noon Dallas, Texas time on the third Business Day preceding
      the date of prepayment of any Borrowing; (ii) each such partial prepayment
      must be in a minimum amount of at least $5,000,000 or a greater integral
      multiple of $1,000,000 or such lesser amount as may be outstanding under
      the applicable Facility (or with respect to prepayments of the Swing Line
      Principal Debt, $1,000,000 or a greater integral multiple of $250,000 or
      such lesser amount as may be outstanding under the Swing Line
      Subfacility); (iii) any Eurodollar Rate Borrowing may only be prepaid at
      the end of an applicable Interest Period (unless Borrower pays the amount
      of any Consequential Loss); and (iv) Borrower shall pay any related
      Consequential Loss within ten days after demand therefor. Conversions
      under Section 3.11 are not prepayments. Each notice of prepayment shall
      specify the prepayment date, the Facility hereunder being prepaid, and the
      Type of Borrowing(s) and amount(s) of such Borrowing(s) to be prepaid and
      shall constitute a binding obligation of Borrower to make a prepayment on
      the date stated therein, together with (unless such prepayment is made
      with respect to a Base Rate Borrowing under the Revolver Facility or the
      Swing Line Subfacility) accrued and unpaid interest to the date of such
      payment on the aggregate principal amount prepaid.

            Unless a Default or Potential Default has occurred and is continuing
      or would arise as a result thereof (whereupon the provision of Section
      3.12(b) shall apply), and notwithstanding any other provision hereof, (i)
      any payment or prepayment of the Revolver Principal Debt may be reborrowed
      by Borrower, subject to the terms and conditions hereof, and (ii) any
      voluntary prepayments of the Term Loan A Facility, the Term Loan B
      Facility, or the Term Loan C Facility shall be applied ratably to the Term
      Loan A Principal Debt, the Term Loan B Principal Debt, and the Term Loan C
      Facility and shall be applied in direct order of maturity to satisfy up to
      one year's regularly-scheduled principal installments under the Term Loan
      A Facility, the Term Loan B Facility, and the Term Loan C Facility as set
      forth in Sections 3.2(c), 3.2(d), and 3.2(e), and thereafter applied
      proportionately to the regularly-scheduled principal installments under
      the Term Loan A Facility, the Term Loan B Facility, and the Term Loan C
      Facility as set forth in Sections 3.2(c), 3.2(d), and


                                                                Credit Agreement
                                       42
<PAGE>

      3.2(e), and shall be allocated Pro Rata to each Term Loan A Lender, Term
      Loan B Lender, and Term Loan C Lender (for purposes hereof, "ratably" for
      each Facility, on any date of determination, shall mean the proportion
      that either the Term Loan A Principal Debt, the Term Loan B Principal
      Debt, or the Term Loan C Principal Debt, as the case may be, bears to the
      Term Loan Principal Debt).

            (b) Mandatory Prepayments from Net Cash Proceeds. Until such time as
      the Principal Debt has been repaid in full and the Revolver Commitment
      terminated in full, the Principal Debt (and, as applicable, the Revolver
      Commitment) shall be permanently prepaid (or reduced, as the case may be),
      in the amounts and upon the occurrence of any of the following events:

                  (i) Debt Issuance. Concurrently with any Debt Issuance by any
            Company, the Principal Debt shall be prepaid (and the Revolver
            Commitment reduced to the extent required by this Section 3.3(b)),
            in the order and manner specified herein, by an amount equal to 100%
            of the Net Cash Proceeds realized by any Company from such Debt
            Issuance;

                  (ii) Significant Sales or Permitted Asset Swaps. If any
            portion of the Net Cash Proceeds realized by any Company from any
            Significant Sale or Permitted Asset Swap (including any deferred
            purchase price therefor and any Net Cash Proceeds of any asset
            disposition which constitutes a Significant Sale as a result of
            aggregation with other asset dispositions in the same calendar year)
            has not been reinvested in Cellular Assets of any Company within 12
            months from the receipt by any Company of such Net Cash Proceeds
            (including receipt of any deferred payments for any such Significant
            Sale or Permitted Asset Swap or portion thereof, if and when
            received) and if no Default or Potential Default exists or arises as
            a result of any such Significant Sale or Permitted Asset Swap, then
            on the day following the twelfth month after receipt of such Net
            Cash Proceeds, the Principal Debt shall be prepaid (and the Revolver
            Commitment reduced to the extent required in this Section 3.3(b)),
            in the order and manner specified herein, by an amount equal to 100%
            of all such Net Cash Proceeds not reinvested in Cellular Assets of
            the Companies;

                  (iii) Equity Issuances. Concurrently with any Equity Issuance
            by any Company, the Principal Debt shall be permanently prepaid (and
            the Revolver Commitment reduced to the extent required by this
            Section 3.3(b)), in the order and manner specified herein, by an
            amount equal to 100% of the Net Cash Proceeds realized by any
            Company from such Equity Issuance, other than (i) the Net Cash
            Proceeds from an Equity Issuance by Parent to AWS (or a Wholly-owned
            subsidiary thereof) or to Communications (or a Wholly-owned
            subsidiary thereof), so long as such Net Cash Proceeds are
            contributed to Borrower and are used for the purposes set forth in
            Sections 8.1(c) through (f) and Borrower certifies to such use and
            (ii) so long as no Change of Control occurs after giving effect
            thereto, the Net Cash Proceeds from any Equity Issuance to the
            extent the proceeds thereof are used to finance a Permitted
            Acquisition;

                  (iv) Tower Sale-Leaseback. Upon consummation of the Tower
            Sale-Leaseback, the Principal Debt shall be prepaid (and the
            Revolver Commitment reduced to the extent required by this Section
            3.3(b)) by an amount equal to the Net Cash Proceeds realized by the
            Companies from the Tower Sale-Leaseback;


                                                                Credit Agreement
                                       43
<PAGE>

                  (v) Laredo Joint Venture Sale. Upon consummation of the Laredo
            Joint Venture Sale, the Revolver Principal Debt shall be prepaid
            (and the Revolver Commitment reduced to the extent required by this
            Section 3.3(b)) by an amount equal to the Net Cash Proceeds in
            excess of $40,000,000 realized by the Companies from the Laredo
            Joint Venture Sale;

                  (vi) Prepayments after Default or Potential Default. At any
            time a Default or Potential Default exists or arises after giving
            effect to any Equity Issuance, any Significant Sale, any Permitted
            Asset Swap, the Tower-Sale-Leaseback, or the Laredo Joint Venture
            Sale, then, concurrently with such Equity Issuance, Significant Sale
            (including any asset disposition which constitutes a Significant
            Sale as a result of aggregation with other asset dispositions in the
            same calendar year), Permitted Asset Swap, Tower-Sale-Leaseback, or
            Laredo Joint Venture Sale, the Principal Debt shall be permanently
            prepaid and the Revolver Commitment reduced, in the order and manner
            specified in Section 3.12(b), by an amount equal to 100% of the Net
            Cash Proceeds realized by any Company from any such Equity Issuance,
            Significant Sale, Permitted Asset Swap, Tower-Sale-Leaseback, or
            Laredo Joint Venture Sale.

      The commitment reductions or prepayments under this Section 3.3(b) shall
      be applied as follows, unless a Default or Potential Default has occurred
      and is continuing or would arise as a result thereof (whereupon the
      provisions of Section 3.12(b) shall apply): (i) prepayments under Section
      3.3(b)(v) shall be applied to the Revolver Principal Debt without a
      reduction in the Revolver Commitment, except as required by Section 2.7(b)
      upon the occurrence of a Default or Potential Default; and (ii)
      prepayments under Sections 3.3(b)(i), (ii), (iii), (iv), and (vi) shall be
      applied: (A) first, subject to the provisions of Section 3.3(f), ratably
      as a prepayment of the Obligation arising under the Term Loan Facilities
      until paid in full (for purposes hereof, "ratably" for each Facility, on
      any date of determination, shall mean the proportion that Principal Debt
      outstanding under the relevant Term Loan Facility, bears to the Term Loan
      Principal Debt); and (B) second, as a mandatory prepayment of the Revolver
      Principal Debt, and (if the prepayment arises under Sections 3.3(b)(ii)
      and (iii) or if a Default then exists or arises) as a mandatory reduction
      of the Revolver Commitment until the Revolver Commitment is reduced to
      $100,000,000. All mandatory prepayments of the Term Loan A Principal Debt
      shall be applied ratably to each unpaid installment of Term Loan A
      Principal Debt and shall be allocated Pro Rata to each Term Loan A Lender.
      All mandatory prepayments of the Term Loan B Principal Debt shall be
      applied ratably to each unpaid installment of Term Loan B Principal Debt
      and shall be allocated Pro Rata to each Term Loan B Lender (other than
      Declining B Lenders). All mandatory prepayments of the Term Loan C
      Principal Debt shall be applied ratably to each unpaid installment of Term
      Loan C Principal Debt and shall be allocated Pro Rata to each Term Loan C
      Lender (other than Declining C Lenders). All mandatory prepayments of the
      Revolver Facility shall be allocated Pro Rata to each Revolver Lender.

            (c) Mandatory Prepayments from Excess Cash Flow. No later than the
      30th day following the date of delivery of the Financial Statements
      required under Section 9.3(a) for fiscal year 2000 and each fiscal year
      thereafter, (but in any event within 120 days after the end of each fiscal
      year of the Companies), the Principal Debt shall be permanently prepaid
      (and the Revolver Commitment reduced to the extent required by this
      Section 3.3(c)) by an amount equal to either (A) 75% of Excess Cash Flow
      for the fiscal year covered by such Financial Statements, if the Leverage
      Ratio of the Companies is greater than or equal to 7.00 to 1.00 or (B) 50%
      of Excess Cash


                                                                Credit Agreement
                                       44
<PAGE>

      Flow for the fiscal year covered by such Financial Statements, if the
      Leverage Ratio of the Companies is less than 7.00 to 1.00. Unless a
      Default or Potential Default then exists or arises as a result therefrom
      (whereupon the provisions of Section 3.12(b) shall apply), each reduction
      or prepayment under this Section 3.3(c) from payments from Excess Cash
      Flow made in fiscal years 2001 and 2002 respectively (based on the Excess
      Cash Flow for fiscal years 2000 and 2001 respectively) shall be applied
      ratably to the Revolver Principal Debt, the Term Loan A Principal Debt,
      the Term Loan B Principal Debt, and the Term Loan C principal Debt (for
      purposes hereof, "ratably," for each Facility, on any date of
      determination, shall mean the proportion that either the Revolver
      Principal Debt, the Term Loan A Principal Debt, the Term Loan B Principal
      Debt, and the Term Loan C Principal Debt, as the case may be, bears to the
      Term Loan Principal Debt). Unless a Default or Potential Default then
      exists or arises as a result thereof (whereupon the provisions of Section
      3.12(b) shall apply), each reduction or prepayment under this Section
      3.3(c) from payments from Excess Cash Flow made in fiscal year 2003 and
      thereafter shall be applied (i) first, subject to the provisions of
      Section 3.3(f), ratably as a prepayment of the Obligation arising under
      the Term Loan A Facility, the Term Loan B Facility, and the Term Loan C
      Facility until paid in full (for purposes hereof, "ratably" for each
      Facility, on any date of determination, shall mean the proportion that
      either the Term Loan A Principal Debt, the Term Loan B Principal Debt, and
      the Term Loan C Principal Debt, as the case may be, bears to the Principal
      Debt); and (ii) second, as a mandatory prepayment of the Revolver
      Principal Debt, or if a Default then exists or arises, as a mandatory
      reduction of the Revolver Commitment. All mandatory prepayments of the
      Term Loan A Principal Debt shall be applied ratably to each unpaid
      installment of Term Loan A Principal Debt and shall be allocated Pro Rata
      to each Term Loan A Lender. All mandatory prepayments of the Term Loan B
      Principal Debt shall be applied ratably to each unpaid installment of Term
      Loan B Principal Debt and shall be allocated Pro Rata to each Term Loan B
      Lender (other than Declining B Lenders). All mandatory prepayments of the
      Term Loan C Principal Debt shall be applied ratably to each unpaid
      installment of Term Loan C Principal Debt and shall be allocated Pro Rata
      to each Term Loan C Lender (other than Declining C Lenders). All mandatory
      prepayments of the Revolver Facility shall be allocated Pro Rata to each
      Revolver Lender. Amounts of Revolver Principal Debt prepaid pursuant to
      this Section 3.3(c) shall not reduce the Revolver Commitment unless (i) a
      Default or Potential Default then exists or arises, or (ii) no Term
      Principal Debt is then outstanding.

            (d) Revolver Facility Mandatory Payments/Reductions. On any date of
      determination if the Revolver Commitment Usage exceeds the Revolver
      Commitment then in effect (including as a result of any Revolver
      Commitment reduction pursuant to Section 3.3(b)) or the Swing Line
      Principal Debt exceeds the Swing Line Commitment then in effect, then
      Borrower shall make a mandatory prepayment of the Revolver Principal Debt
      or the Swing Line Principal Debt, as the case may be, in at least the
      amount of such excess, together with (x) all accrued and unpaid interest
      on the principal amount so prepaid and (y) any Consequential Loss arising
      as a result thereof; provided that, on any such reduction date, if no
      Swing Line Principal Debt or Revolver Principal Debt is then outstanding,
      but the LC Exposure exceeds the Revolver Commitment, then Borrower shall
      provide to Administrative Agent, for the benefit of Lenders, cash
      collateral in Dollars in an amount at least equal to 110% of such excess.
      All mandatory prepayments under the Revolver Facility or Revolver
      Commitment reductions hereunder shall be allocated among the Revolver
      Lenders in accordance with their respective Commitment Percentages under
      the Revolver Facility.


                                                                Credit Agreement
                                       45
<PAGE>

            (e) Mandatory Prepayments of Interest/Consequential Loss. All
      prepayments under this Section 3.3 shall be made, together with accrued
      interest to the date of such prepayment on the principal amount prepaid
      and any Consequential Loss arising as a result thereof.

            (f) Term Loan Opt-Outs.

                  (i) Term Loan B. To the extent there is any Term Loan A
            Principal Debt outstanding, any Term Loan B Lender, at its option,
            may elect not to accept such partial prepayment under this Section
            3.3 (such Lender being a "Declining B Lender"), in which event the
            provisions of the next sentence shall apply. On the prepayment date,
            an amount equal to that portion of the prepayment amount available
            to prepay Term Loan B Lenders (less any amounts that would otherwise
            be payable to Declining B Lenders) shall be applied ratably to
            prepay Term Loan B Principal Debt owed to Term Loan B Lenders other
            than Declining B Lenders and any amounts that would otherwise have
            been applied to prepay Term Loan B Principal Debt owing to Declining
            B Lenders shall instead be applied ratably to prepay the remaining
            Term Loan A Principal Debt as provided in Sections 3.3(b) through
            3.3(d); provided further, that upon prepayment in full of the Term
            Loan B Principal Debt owing to Term Loan B Lenders other than
            Declining B Lenders the remainder of any prepayment amount that is
            to be applied to Term Loan B Principal Debt shall be applied ratably
            to prepay Term Loan B Principal Debt owing to Declining B Lenders.
            Any Term Loan B Lender may elect not to accept its ratable share of
            a partial prepayment by giving written notice to Administrative
            Agent not later than 11:00 a.m. Dallas, Texas time on the Business
            Day immediately preceding the scheduled prepayment date.

                  (ii) Term Loan C. To the extent there is any Term Loan A
            Principal Debt outstanding, any Term Loan C Lender, at its option,
            may elect not to accept such partial prepayment under this Section
            3.3 (such Lender being a "Declining C Lender"), in which event the
            provisions of the next sentence shall apply. On the prepayment date,
            an amount equal to that portion of the prepayment amount available
            to prepay Term Loan C Lenders (less any amounts that would otherwise
            be payable to Declining C Lenders) shall be applied ratably to
            prepay Term Loan C Principal Debt owed to Term Loan C Lenders (other
            than Declining C Lenders) and any amounts that would otherwise have
            been applied to prepay Term Loan C Principal Debt owing to Declining
            C Lenders shall instead be applied ratably to prepay the remaining
            Term Loan A Principal Debt as provided in Sections 3.3(b) through
            3.3(d); provided further, that upon prepayment in full of Term Loan
            C Principal Debt owing to Term Loan C Lenders other than Declining C
            Lenders the remainder of any prepayment amount that is to be applied
            to Term Loan C Principal Debt shall be applied ratably to prepay
            Term Loan C Principal Debt owing to Declining C Lenders. Any Term
            Loan C Lender may elect not to accept its ratable share of a partial
            prepayment by giving written notice to Administrative Agent not
            later than 11:00 a.m. Dallas, Texas time on the Business Day
            immediately preceding the scheduled prepayment date.

      3.4 Interest Options. Except that the Eurodollar Rate may not be selected
when a Default or Potential Default exists and except as otherwise provided in
this Agreement, Borrowings shall bear interest at a rate per annum equal to the
lesser of (a) as to the respective Type of Borrowing (as designated by Borrower
in accordance with this Agreement), the Base Rate plus the Applicable Margin for
Base Rate


                                                                Credit Agreement
                                       46
<PAGE>

Borrowings for the applicable Facility or the Adjusted Eurodollar Rate plus the
Applicable Margin for Eurodollar Rate Borrowings for the applicable Facility,
and (b) the Maximum Rate. Each change in the Base Rate or the Maximum Rate,
subject to the terms of this Agreement, will become effective, without notice to
Borrower or any other Person, upon the effective date of such change.

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

      3.6 Default Rate. At the option of Required Lenders and to the extent
permitted by Law, all past- due Principal Debt and all past-due interest
accruing thereon shall bear interest from maturity (stated or by acceleration)
at the Default Rate until paid, regardless whether such payment is made before
or after entry of a judgment; provided that, the Default Rate shall
automatically apply in the case of Sections 2.5(c), 2.6(a), and 11.3 where the
Default Rate is specified.

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

      3.8 Interest Calculations. Interest will be calculated on the basis of
actual number of days (including the first day but excluding the last day)
elapsed but computed as if each calendar year consisted of 360 days in the case
of a Eurodollar Rate Borrowing (unless the calculation would result in an
interest rate greater than the Maximum Rate, in which event interest will be
calculated on the basis of a year of 365 or 366 days, as the case may be), and
365 or 366 days, as the case may be, in the case of a Base Rate Borrowing. All
interest rate determinations and calculations by Administrative Agent are
conclusive and binding absent manifest error.

      3.9 Maximum Rate. Regardless of any provision contained in any Loan
Document, neither Administrative Agent nor any Lender shall ever be entitled to
contract for, charge, take, reserve, receive, or apply, as interest on all or
any part of the Obligation, any amount in excess of the Maximum Rate, and, if
Lenders ever do so, then such excess shall be deemed a partial prepayment of
principal and treated hereunder as such and any remaining excess shall be
refunded to Borrower. In determining if the interest paid or payable exceeds the
Maximum Rate, Borrower and Lenders shall, to the maximum extent permitted under
applicable Law, (a) treat all Borrowings as but a single extension of credit
(and Lenders and Borrower agree that such is the case and that provision herein
for multiple Borrowings is for convenience only), (b) characterize any
nonprincipal payment as an expense, fee, or premium rather than as interest, (c)
exclude


                                                                Credit Agreement
                                       47
<PAGE>

voluntary prepayments and the effects thereof, and (d) amortize, prorate,
allocate, and spread the total amount of interest throughout the entire
contemplated term of the Obligation. However, if the Obligation is paid and
performed in full prior to the end of the full contemplated term thereof, and if
the interest received for the actual period of existence thereof exceeds the
Maximum Amount, Lenders shall refund such excess, and, in such event, Lenders
shall not, to the extent permitted by Law, be subject to any penalties provided
by any Laws for contracting for, charging, taking, reserving, or receiving
interest in excess of the Maximum Amount. If the Laws of the State of Texas are
applicable for purposes of determining the "Maximum Rate" or the "Maximum
Amount," then those terms mean the "weekly ceiling" from time to time in effect
under Texas Finance Code ss. 303.305, as amended. Borrower agrees that Chapter
346 of the Texas Finance Code, as amended (which regulates certain revolving
credit loan accounts and revolving tri-party accounts), does not apply to the
Obligation.

      3.10 Interest Periods. When Borrower requests any Eurodollar Rate
Borrowing, Borrower may elect the interest period (each an "Interest Period")
applicable thereto, which shall be, at Borrower's option and subject to
availability, one, two, three, or six months; provided, however, that: (a) the
initial Interest Period for a Eurodollar Rate Borrowing shall commence on the
date of such Borrowing (including the date of any conversion thereto), and each
Interest Period occurring thereafter in respect of such Borrowing shall commence
on the day on which the next preceding Interest Period applicable thereto
expires; (b) if any Interest Period for a Eurodollar Rate Borrowing begins on a
day for which there is no numerically corresponding Business Day in the calendar
month at the end of such Interest Period, then such Interest Period shall end on
the last Business Day in the calendar month at the end of such Interest Period);
(c) no Interest Period may be chosen with respect to any portion of the
Principal Debt which would extend beyond the scheduled repayment date (including
any dates on which mandatory prepayments are required to be made) for such
portion of the Principal Debt; and (d) no more than an aggregate of twelve
Interest Periods shall be in effect at one time.

      3.11 Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on
the last day of the applicable Interest Period to a Base Rate Borrowing, (b)
convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by
giving a Conversion Notice of such intent to Administrative Agent no later than
10:00 a.m. Dallas, Texas time on the third Business Day prior to the date of
conversion or the last day of the Interest Period, as the case may be (in the
case of a conversion to a Eurodollar Rate Borrowing or an election of a new
Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business
Day prior to the last day of the Interest Period (in the case of a conversion to
a Base Rate Borrowing); provided that, the principal amount converted to, or
continued as, a Eurodollar Rate Borrowing shall be in an amount not less than
$7,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount
as is outstanding under any Facility). Administrative Agent shall timely notify
each Lender with respect to each Conversion Notice. Absent Borrower's Conversion
Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall
be deemed converted to a Base Rate Borrowing effective as of the expiration of
the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be
either made or continued as a Eurodollar Rate Borrowing, and no Base Rate
Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate
for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The Right to
convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to
continue as a Eurodollar Rate Borrowing, shall not be available during the
occurrence of a Default or a Potential Default.


                                                                Credit Agreement
                                       48
<PAGE>

      3.12 Order of Application.

            (a) No Default. If no Default or Potential Default exists and if no
      order of application is otherwise specified in Section 3.3 or otherwise in
      the Loan Documents, payments and prepayments of the Obligation shall be
      applied first to fees, second to accrued interest then due and payable on
      the Principal Debt, and then to the remaining Obligation in the order and
      manner as Borrower may direct.

            (b) Default. If a Default or Potential Default exists (or if
      Borrower fails to give directions as permitted under Section 3.12(a)), any
      payment or prepayment (including proceeds from the exercise of any Rights)
      shall be applied to the Obligation in the following order: (i) to the
      ratable payment of all fees, expenses, and indemnities for which Agents or
      Lenders have not been paid or reimbursed in accordance with the Loan
      Documents (as used in this Section 3.12(b)(i), a "ratable payment" for any
      Lender or any Agent shall be, on any date of determination, that
      proportion which the portion of the total fees, expenses, and indemnities
      owed to such Lender or such Agent bears to the total aggregate fees and
      indemnities owed to all Lenders and Agents on such date of determination);
      (ii) to the ratable payment of accrued and unpaid interest on the
      Principal Debt (as used in this Section 3.12(b)(ii), "ratable payment"
      means, for any Lender, on any date of determination, that proportion which
      the accrued and unpaid interest on the Principal Debt owed to such Lender
      bears to the total accrued and unpaid interest on the Principal Debt owed
      to all Lenders); (iii) to the ratable payment of the Swing Line Principal
      Debt which is due and payable and which remains unfunded by any Borrowing
      under the Revolver Facility; provided that, such payments shall be
      allocated ratably among the Swing Line Lender and the Revolver Lenders
      which have funded their participations in the Swing Line Principal Debt;
      (iv) to the ratable payment of any reimbursement obligation with respect
      to any LC issued pursuant to the Agreement which is due and payable and
      which remains unfunded by any Borrowing under the Revolver Facility;
      provided that, such payments shall be allocated ratably among the issuer
      of the LC and the Lenders which have funded their participations in such
      LC; (v) to the ratable payment of the Principal Debt (as used in this
      Section 3.12(b)(v), "ratable payment" means for any Lender, on any date of
      determination, that proportion which the Principal Debt owed to such
      Lender bears to the Principal Debt owed to all Lenders); (vi) to provide
      cash collateral in an amount equal to 110% of the LC Exposure then
      existing in accordance with Section 2.5(g); and (vii) to the payment of
      the remaining Obligation in the order and manner Required Lenders deem
      appropriate.

Subject to the provisions of Section 12 and provided that Administrative Agent
shall not in any event be bound to inquire into or to determine the validity,
scope, or priority of any interest or entitlement of any Lender and may suspend
all payments or seek appropriate relief (including, without limitation,
instructions from Required Lenders or an action in the nature of interpleader)
in the event of any doubt or dispute as to any apportionment or distribution
contemplated hereby, Administrative Agent shall promptly distribute such amounts
to each Lender in accordance with the Agreement and the related Loan Documents.

      3.13 Sharing of Payments, Etc. If any Lender shall obtain any payment or
prepayment with respect to the Obligation (whether voluntary, involuntary, or
otherwise, including, without limitation, as a result of exercising its Rights
under Section 3.14) which is in excess of its share of any such payment in
accordance with the relevant Rights of Lenders under the Loan Documents (except
as provided with respect to the Term Loan Facility opt-outs Rights in Section
3.3(f), such Lender shall purchase from the other Lenders such participations as
shall be necessary to cause such purchasing Lender to share the excess


                                                                Credit Agreement
                                       49
<PAGE>

payment with each other Lender in accordance with the relevant Rights of Lenders
under the Loan Documents. If all or any portion of such excess payment is
subsequently recovered from such purchasing Lender, then the purchase shall be
rescinded and the purchase price restored to the extent of such recovery.
Borrower agrees that any Lender purchasing a participation from another Lender
pursuant to this Section may, to the fullest extent permitted by Law, exercise
all of its Rights of payment (including the Right of offset) with respect to
such participation as fully as if such Lender were the direct creditor of
Borrower in the amount of such participation.

      3.14 Offset. If a Default exists, each Lender shall be entitled to
exercise (for the benefit of all Lenders in accordance with Section 3.13) the
Rights of offset and/or banker's Lien against each and every account and other
property, or any interest therein, which any Company may now or hereafter have
with, or which is now or hereafter in the possession of, such Lender to the
extent of the full amount of the Obligation.

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

SECTION 4 CHANGE IN CIRCUMSTANCES.

      4.1 Increased Cost and Reduced Return.

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

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

                  (ii) Shall impose, modify, or deem applicable any reserve,
            special deposit, assessment, or similar requirement (other than the
            Reserve Requirement utilized in the determination of the Adjusted
            Eurodollar Rate) relating to any extensions of credit or other
            assets of, or any deposits with or other liabilities or commitments
            of, such Lender (or its Applicable Lending Office), including the
            commitment of such Lender hereunder; or

                  (iii) Shall impose on such Lender (or its Applicable Lending
            Office) or the London interbank market any other condition affecting
            the Loan Documents or any of such extensions of credit or
            liabilities or commitments;

      and the result of any of the foregoing is to increase the cost to such
      Lender (or its Applicable Lending Office) of making, converting into,
      continuing, or maintaining any Eurodollar Rate Borrowings or


                                                                Credit Agreement
                                       50
<PAGE>

      to reduce any sum received or receivable by such Lender (or its Applicable
      Lending Office) under the Loan Documents with respect to any Eurodollar
      Rate Borrowing, then Borrower shall pay to such Lender on demand such
      amount or amounts as will compensate such Lender for the portion of such
      increased cost or reduction that relate to such Eurodollar Rate Borrowing.
      If any Lender requests compensation by Borrower under this Section 4.1(a),
      Borrower may, by notice to such Lender (with a copy to Administrative
      Agent), suspend the obligation of such Lender to loan or continue
      Borrowings of the Type with respect to which such compensation is
      requested, or to convert Borrowings of any other Type into Borrowings of
      such Type, until the event or condition giving rise to such request ceases
      to be in effect (in which case the provisions of Section 4.4 shall be
      applicable); provided that such suspension shall not affect the Right of
      such Lender to receive the compensation so requested.

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

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

      4.2 Limitation on Types of Loans. If on or prior to the first day of any
Interest Period for any Eurodollar Rate Borrowing:

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

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


                                                                Credit Agreement
                                       51
<PAGE>

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

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

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

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

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

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

      4.5 Compensation.

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


                                                                Credit Agreement
                                       52
<PAGE>

                  (i) Any payment, prepayment, or conversion of a Eurodollar
            Rate Borrowing for any reason (including, without limitation, the
            acceleration of the loan pursuant to Section 11.1 or as a result of
            the syndication of any Facility by Administrative Agent during the
            180-day period immediately following the Closing Date) on a date
            other than the last day of the Interest Period for such Borrowing;
            or

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

            (b) If any Lender requests compensation under Section 4.1, or if any
      Lender is unable to fund or continue a Eurodollar Rate Borrowing as
      contemplated in Section 4.3 (collectively, "Additional Amounts"), then
      Borrower may, at its sole expense and effort, upon written notice to such
      Lender and Administrative Agent, require such Lender to assign and
      delegate, without recourse, all its interests, Rights, and obligations
      under the Loan Documents to an Eligible Assignee that shall assume such
      obligations; provided that, (i) Borrower shall have received the prior
      written consent of Administrative Agent to any such assignment; (ii) such
      Lender shall have received payment from Borrower of any Additional Amounts
      owed to such Lender by Borrower for periods prior to the replacement of
      such Lender and any costs incurred as a result of such replacement of a
      Lender; (iii) such assignment will result in reduction or elimination of
      the Additional Amounts; and (iv) such assignment and acceptance shall be
      made in accordance with, and subject to the requirements and restrictions
      contained in, Section 13.13(b). A Lender shall not be required to make any
      such assignment and delegation if, prior thereto, as a result of a waiver
      by such Lender or otherwise, the circumstances entitling Borrower to
      require such assignment and delegation cease to apply.

      4.6 Taxes.

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


                                                                Credit Agreement
                                       53
<PAGE>

            (b) Stamp and Documentary Taxes. In addition, Borrower agrees to pay
      any and all present or future stamp or documentary Taxes and any other
      excise or property Taxes or charges or similar levies which arise from any
      payment made under any Loan Document or from the execution or delivery of,
      or otherwise with respect to, any Loan Document (hereinafter referred to
      as "Other Taxes").

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

            (d) Withholding Tax Forms. Each Lender organized under the Laws of a
      jurisdiction outside the United States, on or prior to the Closing Date in
      the case of each Lender listed on the signature pages hereof and on or
      prior to the date on which it becomes a Lender in the case of each other
      Lender, and from time to time thereafter if requested in writing by
      Borrower or Administrative Agent (but only so long as such Lender remains
      lawfully able to do so), shall provide Borrower and Administrative Agent
      with (i) if such Lender is a "bank" within the meaning of Section
      881(c)(3)(A) of the Code, Internal Revenue Service Form 1001 or 4224, as
      appropriate, or any successor form prescribed by the Internal Revenue
      Service, certifying that such Lender is entitled to benefits under an
      income Tax treaty to which the United States is a party which reduces the
      rate of withholding Tax on payments of interest or certifying that the
      income receivable pursuant to the Loan Documents is effectively connected
      with the conduct of a trade or business in the United States, or (ii) if
      such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of
      the Code and intends to claim an exemption from United States withholding
      Tax under Section 871(h) or 881(c) of the Code with respect to payments of
      "portfolio interest," a Form W-8, or any successor form prescribed by the
      Internal Revenue Service, and a certificate representing that such Lender
      is not a bank for purposes of Section 881(c) of the Code, is not a
      ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
      Code) of Borrower, and is not a controlled foreign corporation related to
      Borrower (within the meaning of Section 864(d)(4) of the Code). Each
      Lender which so delivers a W-8, Form 1001, or 4224 further undertakes to
      deliver to Borrower and Administrative Agent additional forms (or a
      successor form) on or before the date such form expires or becomes
      obsolete or after the occurrence of any event requiring a change in the
      most recent form so delivered by it, in each case certifying that such
      Lender is entitled to receive payments from Borrower under any Loan
      Document without deduction or withholding (or at a reduced rate of
      deduction or withholding) of any United States federal income Taxes,
      unless an event (including, without limitation, any change in Law) has
      occurred prior to the date on which any such delivery would otherwise be
      required which renders all such forms inapplicable or which would prevent
      such Lender from duly completing and delivering any such form with respect
      to it, and such Lender advises Borrower and Administrative Agent that it
      is not capable of receiving such payments without any deduction or
      withholding of United States federal income Tax.

            (e) Failure to Provide Withholding Forms; Changes in Tax Laws. For
      any period with respect to which a Lender has failed to provide Borrower
      and Administrative Agent with the appropriate form pursuant to Section
      4.6(d) (unless such failure is due to a change in Law occurring subsequent
      to the date on which a form originally was required to be provided), such
      Lender shall not be entitled to indemnification under Section 4.6(a) or
      4.6(c) with respect to Taxes imposed by


                                                                Credit Agreement
                                       54
<PAGE>

      the United States; provided, however, that should a Lender, which is
      otherwise exempt from or subject to a reduced rate of withholding Tax,
      become subject to Taxes because of its failure to deliver a form required
      hereunder, Borrower shall take such steps as such Lender shall reasonably
      request to assist such Lender to recover such Taxes.

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

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

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

SECTION 5 FEES.

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

      5.2 Fees of Administrative Agent and Arranger. Borrower shall pay to
Administrative Agent and Arranger, as the case may be, solely for their
respective accounts, the fees described in the commitment letter and attached
summary of terms and the separate fee letter, each dated as of October 5, 1999,
among AT&T Corp., Communications, Administrative Agent, and Arranger, which
payments shall be made on the dates specified, and in amounts calculated in
accordance with, such letter agreements, and which obligations of AT&T Corp. and
Communications to pay such fees are expressly assumed by Borrower.

      5.3 Revolver Facility Commitment Fees. Following the Closing Date,
Borrower shall pay to Administrative Agent, for the ratable account of Revolver
Lenders, a commitment fee, calculated daily from the Closing Date but payable in
installments in arrears each March 31, June 30, September 30, and December 31
and on the Termination Date for the Revolver Facility, commencing March 31,
2000. On any day of determination, the commitment fee shall be an amount equal
to the Applicable Margin for Commitment Fees multiplied by the amount by which
(a) the Revolver Commitment on such day exceeds (b) the Revolver Commitment
Usage on such day. Each such installment shall be calculated in accordance with
Section 5.1(f). Solely for the purposes of this Section 5.3, (i) determinations
of the average daily Revolver Commitment Usage shall exclude the Swing Line
Principal Debt (provided that, solely for Swing


                                                                Credit Agreement
                                       55
<PAGE>

Line Lender, Borrowings under the Swing Line Subfacility will be included in
determining the Revolver Commitment Usage for Swing Line Lender up to, but not
in excess of, the amount which causes the Revolver Commitment Usage of Swing
Line Lender to equal the Committed Sum of such Lender under the Revolver
Facility; and (ii)"ratable" shall mean, for any period of determination, with
respect to any Revolver Lender, that proportion which (x) the average daily
unused Committed Sum under the Revolver Facility of such Revolver Lender during
such period bears to (y) the amount of the average daily unused Revolver
Commitment during such period.

      5.4 LC Fees. As an inducement for the issuance (including, without
limitation, any extension) of each LC, Borrower agrees to pay to Administrative
Agent:

            (a) For the account of each Revolver Lender, according to each
      Revolver Lender's Commitment Percentage under the Revolver Facility on the
      day the fee is payable, an issuance fee payable quarterly in arrears for
      so long as each such LC is outstanding, on the last Business Day of each
      March, June, September, and December and on the expiry date of the LC. The
      issuance fee for each LC or any extension thereof shall be in an amount
      equal to the product of (a) the Applicable Margin for Eurodollar Rate
      Borrowings under the Revolver Facility in effect on the date of payment of
      such fee (calculated on a per annum basis) multiplied by (b) the average
      daily undrawn amount of such LC.

            (b) For the account of Administrative Agent, as the issuer of LCs,
      payable on the date of issuance of any LC (or any extension thereof) a
      fronting fee of 0.125% of the face amount of such LC (or extensions
      thereof). In addition, Borrower shall pay to Administrative Agent, for its
      individual account, standard administrative charges for LC amendments.

SECTION 6 SECURITY; GUARANTIES.

      6.1 Guaranties. As an inducement to Agents and Lenders to enter into this
Agreement, Borrower shall cause Parent and each of Parent's Subsidiaries (other
than Borrower) to execute and deliver to Administrative Agent a Guaranty
substantially in the form and upon the terms of Exhibit C, providing for the
guaranty of payment and performance of the Obligation. In addition, promptly
after the formation or Acquisition of any new entity that is (or becomes) a
Subsidiary of Parent, Borrower shall cause such new entity to execute and
deliver to Administrative Agent a Guaranty substantially in the form and upon
the terms of Exhibit C, providing for the guaranty of payment and performance of
the Obligation.

      6.2 Collateral. To secure the full and complete payment and performance of
the Obligation, Borrower shall (and shall cause each other Company to) enter
into Collateral Documents (in form and substance acceptable to Administrative
Agent) pursuant to which, among other things, each such entity shall, to the
extent permitted by applicable Law, grant, pledge, assign, and create first
priority Liens (except to the extent Permitted Liens affect such priority) in
favor of Administrative Agent (for the ratable benefit of Lenders) in and to
100% of each such Company's Rights, titles, and interests in (a) the issued and
outstanding stock, equity, or other investment securities of each Subsidiary of
such Company, and (b) all other assets (tangible, intangible, real, or personal)
of such Company.

      6.3 Future Liens. Promptly after (a) the acquisition of any material
assets (real, personal, tangible, or intangible) by any Company, (b) the
removal, termination, or expiration of any prohibitions upon the granting of a
Lien in any asset (real, personal, tangible, or intangible) of any Company, or
(c) upon the


                                                                Credit Agreement
                                       56
<PAGE>

designation, formation, or Acquisition of any new Subsidiary of any Company (the
assets described in clauses (a) through (c) hereof are referred to herein as the
"Additional Assets"), Borrower shall (or shall cause the appropriate Company to)
execute and deliver to Administrative Agent all further instruments and
documents (including, without limitation, Collateral Documents and all
certificates and instruments representing shares of stock or evidencing Debt and
any realty appraisals as Administrative Agent may require with respect to any
such Additional Assets), and shall take all further action that may be necessary
or desirable, or that Administrative Agent may reasonably request, to grant,
perfect, and protect Liens in favor of Administrative Agent for the benefit of
Lenders in such Additional Assets, as security for the Obligation to the extent
Liens are required in such assets pursuant to Section 6.2; it being expressly
understood that the granting of such additional security for the Obligation is a
material inducement to the execution and delivery of this Agreement by each
Lender. Upon satisfying the terms and conditions hereof, such Additional Assets
shall be included in the "Collateral" for all purposes under the Loan Documents,
and all references to the "Collateral" in the Loan Documents shall include the
Additional Assets.

      6.4 Release of Collateral.

            (a) Sale or Disposition of Collateral. Upon any sale, transfer, or
      disposition of Collateral which is expressly permitted pursuant to the
      Loan Documents (or is otherwise authorized by Required Lenders or Lenders,
      as the case may be), and upon ten Business Days prior written request by
      Borrower (which request must be accompanied by true and correct copies of
      (i) all documents of transfer or disposition, including any contract of
      sale, (ii) a preliminary closing statement and instructions to the title
      company, if any, and (iii) all requested release instruments),
      Administrative Agent shall (and is hereby irrevocably authorized by
      Lenders to) execute such documents as may be necessary to evidence the
      release of Liens granted to Administrative Agent for the benefit of
      Lenders pursuant hereto in such Collateral.

            (b) Vendor Financing. To the extent any Company incurs Debt
      permitted by Section 9.12(g) that is secured by Liens permitted by Section
      9.13(b)(vii), Administrative Agent is hereby authorized by Lenders to
      execute and deliver such releases or subordination of Liens on the
      Collateral so financed upon ten Business Days prior written request by
      Borrower supported by evidence that such Debt and Liens are permitted by
      the terms of this Agreement and accompanied by appropriate release or
      subordination instruments, which must be in form and substance
      satisfactory to Administrative Agent.

            (c) General Provisions. The actions of Administrative Agent under
      this Section 6.4 are subject to the following: (i) no such release of
      Liens or Guaranties shall be granted if any Default or Potential Default
      has occurred and is continuing, including, without limitation, the failure
      to make certain mandatory prepayments in accordance with Section 3.3(b) in
      conjunction with the sale or transfer of such Collateral; (ii)
      Administrative Agent shall not be required to execute any such document on
      terms which, in Administrative Agent's opinion, would expose
      Administrative Agent to liability or create any obligation or entail any
      consequence other than the release of such Liens without recourse or
      warranty; and (iii) such release shall not in any manner discharge,
      affect, or impair the Obligation or Liens upon (or obligations of any
      Company in respect of) all interests retained by the Companies, including,
      without limitation, the proceeds of any sale, all of which shall continue
      to constitute Collateral.


                                                                Credit Agreement
                                       57
<PAGE>

      6.5 Negative Pledge. Notwithstanding the provisions of Section 6.2 or
Section 6.3, the Companies shall not be required to: (a) perfect Liens on
certain assets constituting interests in third party leases for retail stores,
vehicles, fixtures, cellular transmission towers, the Laredo Joint Venture,
Alton CellTelCo Partnership (unless and until the conditions set forth in Item 2
of Schedule 7.1A have been met), real estate, or assets located in foreign
jurisdictions (the "Excluded Assets") so long as the aggregate value (on any
date of determination) of the Excluded Assets does not exceed $125,000,000 prior
to the occurrence of a Default or Potential Default, or $25,000,000 on and after
the occurrence of a Default or Potential Default; or (b) grant specific
assignments of easements, licenses, permits, certificates of compliance, and
certificates of approval issued by regulatory authorities, franchises, or like
grants of authority or service agreements. To the extent contemplated by the
first sentence of this Section 6.5 or to the extent Administrative Agent and
Required Lenders agree to delay the perfection or attachment of any Lien
contemplated by Section 6.2 or Section 6.3 for whatever reason, the Companies
hereby covenant and agree not to directly create, incur, grant, suffer, or
permit to be created or incurred any Lien on any such assets, other than
Permitted Liens. Furthermore, after the occurrence of a Default or Potential
Default and within 60 days of the request therefor by Administrative Agent,
Borrower shall (or shall cause each other Company to) execute and deliver to
Administrative Agent all instruments and documents (including, without
limitation, certificates and instruments and documents representing shares of
stock or evidencing Debt) and shall take all further action that may be
necessary or desirable, or that Administrative Agent may reasonably request, to
grant, perfect, and protect Liens in favor of Administrative Agent for the
benefit of Lenders, in such assets, as security for the Obligation; it being
expressly understood that the provisions of this negative pledge are a material
inducement to the execution and delivery of this Agreement by each Lender.

      6.6 Control; Limitation of Rights. Notwithstanding anything in any Loan
Document to the contrary, (a) the transactions contemplated hereby (i) do not
and will not constitute, create, or have the effect of constituting or creating,
directly or indirectly, actual or practical ownership of the Companies by Agents
or Lenders, or control, affirmative or negative, direct or indirect, by Agents
or Lenders over the management or any other aspect of the operation of the
Companies, which ownership or control remains exclusively and at all times in
the Companies, and (ii) do not and will not constitute the transfer, assignment,
or disposition in any manner, voluntary or involuntary, directly or indirectly,
of any Authorization at any time issued by the FCC or any PUC to any Company, or
the transfer of control of any Company within the meaning of Section 310(d) of
the Communications Act; and (b) Administrative Agent shall not, without first
obtaining the approval of the FCC or any applicable PUC, take any action
pursuant to any Loan Document that would constitute or result in any assignment
of any Authorization or any change of control of any Company, if such assignment
or change of control would require, under then existing Law (including the
written rules and regulations promulgated by the FCC or any such PUC), the prior
approval of the FCC or any such PUC.

SECTION 7 CONDITIONS PRECEDENT.

      7.1 Conditions Precedent to Closing. This Agreement shall not become
effective, and Lenders shall not be obligated to advance any Borrowing or issue
any LC, unless Administrative Agent has received all of the agreements,
documents, instruments, and other items described on Schedule 7.1 (other than
each item, if any, listed on Schedule 7.1A, which items are hereby permitted to
be delivered after the Closing Date but not later than the respective date for
delivery of each such item specified on Schedule 7.1A or such later date as
agreed to by Administrative Agent.

      7.2 Conditions Precedent to a Permitted Acquisition. On or prior to the
consummation of any Permitted Acquisition (whether or not the Purchase Price for
such Permitted Acquisition is funded by


                                                                Credit Agreement
                                       58
<PAGE>

Borrowings), Borrower shall have satisfied the conditions and delivered, or
caused to be delivered, to Administrative Agent, all documents and certificates
set forth on Schedule 7.2 by no later than the dates specified for satisfaction
of such conditions on Schedule 7.2. Promptly upon receipt of each Permitted
Acquisition Compliance Certificate and each Permitted Acquisition Loan Closing
Certificate, Administrative Agent shall provide copies of such certificates to
Lenders. All documentation delivered and satisfaction of conditions pursuant to
the requirements of Section 7.2 must be satisfactory to Administrative Agent
(and in the case of the Supplemental Capital Expenditures Budget, must be
acceptable to Administrative Agent, Co-Syndication Agents, and Co-Documentation
Agents). To the extent any Borrowing is being requested in connection with the
consummation of the Permitted Acquisition, the conditions set forth in Sections
7.2 and 7.3 must be satisfied prior to the making of any such Borrowing.

      7.3 Conditions Precedent to Each Borrowing. In addition to the conditions
stated in Section 7.1 and Section 7.2 (as applicable), Lenders will not be
obligated to fund (as opposed to continue or convert) any Borrowing, and
Administrative Agent will not be obligated to issue any LC, unless on the date
of such Borrowing or issuance (and after giving effect thereto): (a)
Administrative Agent shall have timely received therefor a Borrowing Notice or
LC Request (together with the applicable LC Agreement); (b) Administrative Agent
shall have received, as applicable, the LC fees provided for in Section 5.4; (c)
all of the representations and warranties of any Company set forth in the Loan
Documents are true and correct in all material respects (except to the extent
that (i) the representations and warranties speak to a specific date or (ii) the
facts on which such representations and warranties are based have been changed
by transactions contemplated or permitted by the Loan Documents); (d) no change
in the financial condition or business of the Companies which could reasonably
be expected to be a Material Adverse Event shall have occurred; (e) no Default
or Potential Default shall have occurred and be continuing; (f) the funding of
such Borrowings or issuance of such LC is permitted by Law; (g) in the event all
or any part of the proceeds of the Borrowing will be used to finance a
Distribution to the extent permitted by Section 9.21, Administrative Agent shall
have received all such certifications, financial information, and projections as
Administrative Agent may reasonably request; and (h) all matters related to such
Borrowing must be satisfactory to Required Lenders and their respective counsel
in their reasonable determination, and upon the reasonable request of
Administrative Agent, Borrower shall deliver to Administrative Agent evidence
substantiating any of the matters in the Loan Documents which are necessary to
enable Borrower to qualify for such Borrowing. Each Borrowing Notice and LC
Request delivered to Administrative Agent shall constitute the representation
and warranty by Borrower to Administrative Agent that, as of the Borrowing Date
or the date of issuance of the LC, the statements above are true and correct in
all respects. Each condition precedent in this Agreement is material to the
transactions contemplated in this Agreement, and time is of the essence in
respect of each thereof. Subject to the prior approval of Required Lenders,
Lenders may fund any Borrowing, and Administrative Agent may issue any LC,
without all conditions being satisfied, but, to the extent permitted by Law, the
same shall not be deemed to be a waiver of the requirement that each such
condition precedent be satisfied as a prerequisite for any subsequent funding or
issuance, unless Required Lenders specifically waive each such item in writing.

SECTION 8 REPRESENTATIONS AND WARRANTIES. Each Company represents and warrants
to Administrative Agent and Lenders as follows:

      8.1 Purpose of Credit Facility. Borrower will use (or will invest in, or
loan such proceeds to, its Subsidiaries to so use) all proceeds of Borrowings
for one or more of the following: (a) to finance the cash portion of the
acquisition costs incurred by Borrower in connection with the American Merger
and the related costs and expenses; (b) to refinance substantially all of the
indebtedness of American existing as of


                                                                Credit Agreement
                                       59
<PAGE>

the Closing Date in the approximate principal amount of $1,200,000,000 and as
set forth on Schedule 9.12; (c) to finance Permitted Acquisitions; (d) to
finance Capital Expenditures; (e) for working capital of the Companies; and (f)
for general corporate purposes. No Company is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose of
purchasing or carrying any "margin stock" within the meaning of Regulation U. No
part of the proceeds of any Borrowing will be used, directly or indirectly, for
a purpose which violates any Law, including, without limitation, the provisions
of Regulations T, U, or X (as enacted by the Board of Governors of the Federal
Reserve System, as amended).

      8.2 Existence, Good Standing, Authority, and Authorizations. Each Company
is duly organized, validly existing, and in good standing under the Laws of its
jurisdiction of organization (such jurisdictions being identified on Schedule
8.3, as supplemented and modified in writing from time to time to reflect any
changes to such Schedule as a result of transactions permitted by the Loan
Documents). Except where failure to do so could not reasonably be expected to be
a Material Adverse Event, each Company is duly qualified to transact business
and is in good standing in each jurisdiction where the nature and extent of its
business and properties require the same. Each Company possesses all
Authorizations, including, without limitation, any Authorization issued by the
FCC, necessary or required in the conduct of its respective business(es), all of
which are described on Schedule 8.2, and the same are valid, binding,
enforceable, and subsisting without any defaults thereunder or enforceable
adverse limitations thereon, except where the lack of enforceability or such
defaults could not reasonably be expected to be a Material Adverse Event, and
are not subject to any proceedings or claims opposing the issuance, development,
or use thereof or contesting the validity thereof. No Authorization, consent,
approval, waiver, license, or formal exemptions from, nor any filing,
declaration, or registration with, any Governmental Authority (federal, state,
or local), non-governmental entity, or other Person under the terms of contracts
or otherwise, is required by reason of or in connection with the execution and
performance of the Loan Documents by the Companies or consummation of the
American Merger, except as shall have been obtained on or prior to, or will
become effective concurrently with, the Closing Date.

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

      8.4 Authorization and Contravention. The execution and delivery by each
Company of each Loan Document to which it is a party and the performance by such
Company of its obligations thereunder (a) are within the corporate, partnership,
or limited liability company power of such Company, (b) will have been duly
authorized by all necessary corporate, partnership, or limited liability company
action on the part of such Company when such Loan Document is executed and
delivered, (c) require no action by or in respect of, or filing with, any
Governmental Authority, which action or filing has not been taken or made on or
prior to the Closing Date (or if later, the date of execution and delivery of
such Loan Document), (d) will not violate any provision of the charter, bylaws,
limited liability company agreement, partnership agreement, or


                                                                Credit Agreement
                                       60
<PAGE>

other organizational documents of such Company, (e) will not violate any
provision of Law applicable to such Company, other than such violations which
individually or collectively could not reasonably be expected to be a Material
Adverse Event, (f) will not violate any Material Agreements, other than such
violations which could not reasonably be expected to be a Material Adverse
Event, or (g) will not result in the creation or imposition of any Lien on any
asset of any Company, other than as expressly permitted by the Loan Documents.
Each Company has (or will have upon consummation thereof) all necessary consents
and approvals of any Person or Governmental Authority required to be obtained in
order to effect the American Merger and any other asset transfer, change of
control, merger, or consolidation permitted by the Loan Documents, except where
the failure to obtain such consents or approvals could not, individually or
collectively, reasonably be expected to be a Material Adverse Event.

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

      8.6 Financial Statements. The Current Financials were prepared in
accordance with GAAP and present fairly, in all material respects, the
consolidated financial condition, results of operations, and cash flows of the
entities covered thereby ("Reporting Entities") as of and for the portion of the
fiscal year ending on the date or dates thereof (subject only to normal year-end
audit adjustments for interim statements). There were no material liabilities,
direct or indirect, fixed or contingent, of the Reporting Entities as of the
date or dates of the Current Financials which are required under GAAP to be
reflected therein or in the notes thereto and are not so reflected. Except for
transactions directly related to or expressly permitted by the Loan Documents,
(a) there have been no changes in the consolidated financial condition or
operations of the Reporting Entities from that shown in the Current Financials
after such date which could reasonably be expected to be a Material Adverse
Event, nor has any Reporting Entity incurred any liability (including, without
limitation, any liability under any Environmental Law), direct or indirect,
fixed or contingent, after such date which could reasonably be expected to be a
Material Adverse Event, and (b) no Reporting Entity has incurred any liability
(including, without limitation, any liability under any Environmental Law),
direct or indirect, fixed or contingent, after such date which could reasonably
be expected to be a Material Adverse Event.

      8.7 Litigation, Claims, Investigations. No Company is subject to, or aware
of the threat of, any Litigation which is reasonably likely to be determined
adversely to any Company, and, if so adversely determined, could (individually
or collectively with other Litigation) reasonably be expected to be a Material
Adverse Event. There are no outstanding orders or judgments for the payment of
money in excess of $5,000,000 (individually or collectively) or any warrant of
attachment, sequestration, or similar proceeding against the assets of any
Company having a value (individually or collectively) of $5,000,000 or more
which is not either (a) stayed on appeal or (b) being diligently contested in
good faith by appropriate proceedings and adequate reserves have been set aside
on the books of the Companies in accordance with GAAP. There are no formal
complaints, suits, claims, investigations, or proceedings initiated at or by any
Governmental Authority pending or threatened by or against any Company relating
to the American Merger, the transactions evidenced by the Loan Documents, or
which could reasonably be expected to be a Material Adverse Event, nor any
judgments, decrees, or orders of any Governmental Authority outstanding against
any Company that could reasonably be expected to be a Material Adverse Event.


                                                                Credit Agreement
                                       61
<PAGE>

      8.8 Taxes. All Tax returns of each Company required to be filed have been
filed (or extensions have been granted) prior to delinquency, except for any
such returns for which the failure to so file could not reasonably be expected
to be a Material Adverse Event, and all Taxes imposed upon each Company which
are due and payable have been paid prior to delinquency, other than Taxes for
which the criteria for Permitted Liens (as specified in Section 9.13(b)(vi))
have been satisfied or for which nonpayment thereof could not reasonably be
expected to be a Material Adverse Event.

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

      8.10 Employee Benefit Plans. No Company or any ERISA Affiliate has
maintained or will maintain any Employee Plans. No Company or any ERISA
Affiliate has engaged in any "prohibited transaction" (as defined in Section 406
of ERISA or Section 4975 of the Code) which could reasonably be expected to be a
Material Adverse Event.

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

      8.12 Government Regulations. No Company is subject to regulation under the
Investment Company Act of 1940, as amended, the Public Utility Holding Company
Act of 1935, as amended, or any other Law (other than Regulations T, U, and X of
the Board of Governors of the Federal Reserve System and the requirements of any
PUC or public service commission) which regulates the incurrence of Debt.

      8.13 Transactions with Affiliates. Except as permitted in Section 9.14, no
Company is a party to a material transaction with any of its Affiliates
(excluding transactions between or among Companies), other than transactions in
the ordinary course of business and upon fair and reasonable terms not
materially less favorable than such Company could obtain or could become
entitled to in an arm's-length transaction with a Person that was not its
Affiliate.

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

      8.15 Material Agreements; Management Agreements. Schedule 8.15 sets forth
a list of all Material Agreements of the Companies (including with respect to
the Systems), and there exists no material default under any of such contracts.
There are no failures of the LLC Agreement, the Management


                                                                Credit Agreement
                                       62
<PAGE>

Agreement, and the Roaming Agreements to be in full force and effect, and no
default or potential default exists thereunder. There are no failures of any
other Material Agreements to be in full force and effect which could reasonably
be expected to be a Material Adverse Event, and no default or potential default
exists on the part of any Company party thereunder which could reasonably be
expected to be a Material Adverse Event. No Company is a party to any management
or consulting agreement for the provision of services to it, except as described
in Schedule 8.15.

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

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

      8.18 Solvency. At the time of each Borrowing hereunder, and on the dates
of the American Merger, each other Permitted Acquisition, and each Intercompany
Acquisition, each Company is (and after giving effect to the transactions
contemplated by the Loan Documents, the American Merger, any other Permitted
Acquisition, any Intercompany Acquisition, and any incurrence of additional
Debt, will be) Solvent.

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

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


                                                                Credit Agreement
                                       63
<PAGE>

      8.21 Permitted Acquisitions; Intercompany Acquisitions.

            (a) Validity. With respect to any Permitted Acquisition or
      Intercompany Acquisition, each Company has the power and authority under
      the Laws of its state of incorporation or organization and under its
      charter, bylaws, limited liability company agreement, partnership
      agreement, or other organizational documents, as applicable, to enter into
      and perform the related acquisition or asset swap agreement to which it is
      a party and all other agreements, documents, and actions required
      thereunder; and all actions (corporate or otherwise) necessary or
      appropriate by the Companies for the execution and performance of said
      acquisition or asset swap agreements, and all other documents, agreements,
      and actions required thereunder, have been taken, and, upon their
      execution, such acquisition or asset swap agreements will constitute the
      valid and binding obligation of the Companies party thereto, enforceable
      in accordance with their respective terms.

            (b) No Violations. With respect to any Permitted Acquisition or
      Intercompany Acquisition, the making and performance of the related
      acquisition or asset swap agreements, and all other agreements, documents,
      and actions required thereunder, will not violate any provision of any
      Law, including, without limitation, all state corporate Laws and judicial
      precedents of the states of incorporation or formation of the Companies,
      and will not violate any provisions of the charter, bylaws, limited
      liability company agreement, partnership agreement, or other
      organizational documents of the Companies, or constitute a default under
      any agreement by which the Companies or their respective property may be
      bound, except where such violation could not reasonably be expected to be
      a Material Adverse Event,.

            (c) Authorizations. With respect to any Permitted Acquisition or
      Intercompany Acquisition, no Authorization, waiver, or formal exemptions
      from, nor any filing, declaration, or registration with, any Governmental
      Authority (federal, state, or local), non-governmental entity, or other
      Person under the terms of contracts or otherwise, is required by reason of
      or in connection with the execution and performance of the acquisition or
      asset swap agreement related to such Permitted Acquisition or Intercompany
      Acquisition or the consummation of such Permitted Acquisition or
      Intercompany Acquisition, other than as will be obtained on or prior to,
      or will become effective concurrently with, the closing date of such
      Permitted Acquisition or Intercompany Acquisition except where the failure
      to do so could not reasonably be expected to be a Material Adverse Event.

      8.22 Regulation U. "Margin Stock" (as defined in Regulation U) constitutes
less than 25% of those assets of any Company which are subject to any limitation
on sale, pledge, or other restrictions hereunder.

      8.23 Tradenames. Except as set forth on Schedule 8.23, no Company has (a)
used or transacted business under any other corporate name in the five-year
period preceding the Closing Date or (b) exclusively used or transacted business
in any jurisdiction under any tradename in the five-year period preceding the
Closing Date.

      8.24 Year 2000. Except where such malfunction could not reasonably be
expected to be a Material Adverse Event, all of the material computer software,
computer firmware, computer hardware (whether general or special purpose), and
other similar or related items of automated, computerized, and/or software
systems that are used or relied on by the Companies in the conduct of their
respective businesses have not malfunctioned, have not ceased to function and
have not produced incorrect results when


                                                                Credit Agreement
                                       64
<PAGE>

processing, providing, and/or receiving (a) date-related data into, between, and
during year 1999 and year 2000, and (b) date-related data in connection with any
valid date in year 1999 and year 2000. The Companies have developed and
implemented to the extent required a year 2000 contingency and business
continuity plan.

      8.25 Full Disclosure. There is no material fact or condition relating to
the Loan Documents or the financial condition, business, or property of any
Company (or, with respect to events prior to the Closing Date, Parent, American,
ACC Acquisition Co., and their respective Subsidiaries) which could reasonably
be expected to be a Material Adverse Event and which has not been related, in
writing, to Administrative Agent. All information heretofore furnished by any
Company to any Lender or Administrative Agent in connection with the Loan
Documents was, and all such information hereafter furnished by any Company to
any Lender or Administrative Agent will be, true and accurate in all material
respects or based on reasonable estimates on the date as of which such
information is stated or certified.

      8.26 No Default. No Default or Potential Default exists or will arise as a
result of the execution delivery, and performance of the Loan Documents, of any
Borrowing hereunder, or the consummation of the American Merger.

      8.27 Perfection of Security Interests. Upon filing of the financing
statements (and payment of requisite filing fees) against each Company in the
jurisdictions indicated for such Company on Annex A of the Security Agreement
and the delivery to Administrative Agent, for the benefit of Lenders, of all
stock certificates, membership certificates, or other evidence of equity
investments owned by any Company required to be pledged to secure the Obligation
pursuant to Sections 6.2 and 6.3, the security interests in the Collateral
created by the Collateral Documents (which may be perfected under applicable Law
by the filing of financing statements or the possession of collateral) will be
perfected in favor of Administrative Agent, for the benefit of Lenders. No
further action, including any filing or recording of any document, is necessary
in order to establish, perfect, and maintain Lenders' first priority security
interests in the assets and the stock created by the Collateral Documents (which
may be perfected under applicable Law by the filing of financing statements or
the possession of collateral), except for the periodic filing of continuation
statements (and payment of requisite filing fees) with respect to financing
statements filed under the UCC.

      8.28 The American Merger. The American Merger Agreement has been executed
and delivered by all parties thereto and represents the valid and binding
agreement of the parties thereto, enforceable in all material respects in
accordance with its terms (except as enforceability may be limited by applicable
Debtor Relief Laws and general principles of equity). On and as of the Closing
Date, the execution and delivery by each Company party thereto (or its
predecessors in interest) of the American Merger Documents and the performance
of their respective obligations thereunder (a) are within the corporate or
organizational power of such Company (or its predecessors in interest), (b) have
been duly authorized by all necessary corporate, partnership, or limited
liability company action on the part of such Company (or its predecessors in
interest), (c) require no action by or in respect of, or filing with any
Governmental Authority, which action or filing has not been taken or made on or
prior to the Closing Date, (d) do not violate any provision of the charter,
bylaws, limited liability company agreement, partnership agreement, or other
organizational documents of such Company (or its predecessors in interest), (e)
do not violate any provision of Law applicable to it, other than such violations
which, individually or collectively, could not reasonably expected to be a
Material Adverse Event, (f) do not violate any Material Agreements to which it
is (or its predecessors in interest are) a party, other than such violations
which could not reasonably be expected to be a Material Adverse Event, (g) do
not result in the creation or imposition of any Lien on any asset of any Company
or their predecessors in interest (other than Permitted Liens), and (h)
immediately prior to, and after giving pro forma effect


                                                                Credit Agreement
                                       65
<PAGE>

thereto, no Default or Potential Default exists or arises under the Loan
Documents. On and as of the Closing Date, the Companies (or their predecessors
in interest) have obtained all necessary consents and approvals of any Person or
Governmental Authority required to be obtained in order for such Companies to
effectuate the American Merger and the transactions contemplated by the American
Merger Agreement, except to the extent any such failure could not reasonably be
expected to be a Material Adverse Event and could not reasonably be expected to
materially impair the value to the Companies of, or the benefits to be derived
by the Companies or their predecessors in interest from, the American Merger. On
the Closing Date, all conditions precedent under the American Merger Agreement,
to the parties' obligations to consummate such American Merger have been
satisfied in all material respects, and concurrently with the Closing Date, the
American Merger shall have been consummated.

SECTION 9 COVENANTS. Each Company covenants and agrees (and agrees to cause its
ERISA Affiliates with respect to Section 9.10) to perform, observe, and comply
with each of the following covenants applicable to such Person, from the Closing
Date and so long thereafter as Lenders are committed to fund Borrowings (and
Administrative Agent is committed to issue LCs) under this Agreement and
thereafter until the payment in full of the Principal Debt (and termination of
outstanding LCs and Financial Hedges, if any) and payment in full of all other
interest, fees, and other amounts of the Obligation then due and owing, unless
Borrower receives a prior written consent to the contrary by Administrative
Agent as authorized by Required Lenders:

      9.1 Use of Proceeds. Borrower shall use (or shall cause its Subsidiaries
to use) the proceeds of Borrowings only for the purposes represented herein.

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

      9.3 Items to be Furnished. Borrower and Parent shall cause the following
to be furnished to Administrative Agent for delivery to Lenders:

            (a) Promptly after preparation, and no later than 120 days after the
      last day of each fiscal year of Parent, Financial Statements showing the
      consolidated financial condition and results of operations calculated for
      the Companies as of, and for the year ended on, such day, accompanied by:

                  (i) The unqualified opinion of a firm of nationally-recognized
            independent certified public accountants, based on an audit using
            generally accepted auditing standards, that such Financial
            Statements (calculated with respect to the Companies) were prepared
            in accordance with GAAP and present fairly the consolidated
            financial condition and results of operations of the Companies;

                  (ii) A certificate from such accounting firm addressed to
            Administrative Agent indicating that during its audit it obtained no
            knowledge of any Default or Potential Default or, if it obtained
            such knowledge, the nature and period of existence thereof; and

                  (iii) With respect to the Financial Statements of the
            Companies, a Compliance Certificate.


                                                                Credit Agreement
                                       66
<PAGE>

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

            (c) Within 60 days after the end of each fiscal quarter of Parent, a
      management report, showing for each System (or group of Systems if such
      Systems are managed as a group and are geographically contiguous or
      substantially contiguous) results of operations and subscriber counts,
      discussing the financial results and comparing actual performance results
      to the Budget for such period, and outlining principal factors affecting
      performances of each market (all items to be delivered under this clause
      (c) shall be in form and substance satisfactory to Administrative Agent).

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

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

            (f) Notice, promptly after any Company knows or has reason to know
      of (i) the existence and status of any Litigation which could reasonably
      be expected to be a Material Adverse Event, or of any order or judgment
      for the payment of money which (individually or collectively) is in excess
      of $5,000,000, or any warrant of attachment, sequestration, or similar
      proceeding against the assets of any Company having a value (individually
      or collectively) of $5,000,000, (ii) any material change in any material
      fact or circumstance represented or warranted in any Loan Document, (iii)
      a Default or Potential Default specifying the nature thereof and what
      action any Company has taken, is taking, or proposes to take with respect
      thereto, (iv) the receipt by any Company of any notice from any
      Governmental Authority of the expiration without renewal, termination,
      material modification or suspension of, or institution of any proceedings
      to terminate, materially modify, or suspend, any Authorization granted by
      the FCC or any applicable PUC, or any other Authorization which any
      Company is required to hold in order to operate its business in compliance
      with all applicable Laws, other than such expirations, terminations,
      suspensions, or modifications which, individually or in the aggregate,
      could not reasonably be expected to be a Material Adverse Event, (v) any
      federal, state, or local Law limiting or controlling the operations of any
      Company which has been issued or adopted hereafter and which could
      reasonably be expected to be a Material Adverse Event, (vi) the receipt by
      any Company of notice of any violation or alleged violation of any
      Environmental Law or Environmental Permit or any Environmental Liability
      or potential Environmental Liability, which violation or liability or
      alleged violation or liability could, individually or collectively with
      other such violations or allegations, reasonably be expected to be a
      Material Adverse Event, or (vii) (A) any expressed statement in writing on
      the part of the PBGC of any "prohibited transaction," or (B) the creation
      of, maintenance of, or acquisition of any Employee Plan by any Company or
      any ERISA Affiliate.


                                                                Credit Agreement
                                       67
<PAGE>

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

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

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

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

            (k) With respect to the post-closing requirements set forth on
      Schedule 7.1A, deliver, or cause to be delivered, to Administrative Agent,
      all agreements, documents, instruments, or other items listed on Schedule
      7.1A on or prior to the date specified for delivery thereof on Schedule
      7.1A.

      9.4 Inspections. Subject to the confidentiality provisions of Section
13.14, upon reasonable notice, each Company shall allow Administrative Agent or
any Lender (or their respective Representatives) to inspect its properties, to
review reports, files, and other records and to make and take away copies
thereof, to conduct tests or investigations, and to discuss any of its affairs,
conditions, and finances with other creditors, directors, officers, employees,
other representatives, and independent accountants of such Company, from time to
time, during reasonable business hours.

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

      9.6 Payment of Obligations. Borrower shall pay the Obligation in
accordance with the terms and provisions of the Loan Documents. Each Company (a)
shall promptly pay (or renew and extend) all of its material obligations as the
same become due (unless such obligations [other than the redemption of the
Existing Senior Notes on the Closing Date and prepayment of the Obligation from
time to time] are being


                                                                Credit Agreement
                                       68
<PAGE>

contested in good faith by appropriate proceedings), and (b) shall not (i) make
any voluntary payment or prepayment of principal of, or interest on, any other
Debt (other than the Obligation or Debt between Companies), whether subordinate
to the Obligation or not or (ii) use proceeds from the Facilities to make any
payment or voluntary prepayment of principal of, or interest on, or sinking fund
payment in respect of any Debt of any Company, except as permitted in Section
9.20. No Company shall make any payment on any Subordinated Debt when it
violates the subordination provisions thereof or results in a Default or
Potential Default hereunder.

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

      9.8 Insurance. Each Company (or Parent on behalf of and for the benefit
of, such Companies) shall, at its sole cost and expense, keep and maintain all
property and assets owned by such Company insured for its actual cash value
against loss or damage by fire, theft, explosion, flood, and all other hazards
and risks ordinarily insured against by other owners or users of such properties
in similar businesses of comparable size and notify Administrative Agent
promptly of any occurrence causing a material loss or decline in value of such
property or assets, and the estimated (or actual, if available) amount of such
loss or decline. All such policies of insurance shall be in a form, with such
deductibles, and with insurers recognized as adequate by prudent business
Persons in the same businesses as the Companies and acceptable to Administrative
Agent, and all such policies shall be in such amount as may be satisfactory to
Administrative Agent. On the Closing Date and thereafter as each policy is
renewed and extended, the Companies shall deliver to Administrative Agent a
certificate of insurance for each policy of insurance and evidence of payment of
all premiums therefor. Such policies of insurance and the certificates
evidencing the same shall contain an endorsement, in form and substance
acceptable to Administrative Agent, showing loss payable to Administrative Agent
(for the ratable benefit of Lenders) as its interests may appear under a
standard lienholder clause. Such endorsement, or an independent instrument
furnished to Administrative Agent, shall provide that the insurance companies
will give Administrative Agent at least 30 days prior written notice before any
such policy or policies of insurance shall be altered or canceled and that no
act or default of any Company or any other Person (other than non-payment of
premiums) shall affect the Right of Administrative Agent to recover under such
policy or policies of insurance in case of loss or damage. Upon the payment by
the insurer of the proceeds of any such policy of insurance and if no Default
has occurred and is continuing, the Company so insured may retain such insurance
if such proceeds are used to repair or replace the property the damage or
destruction of which gave rise to the payment of such insurance proceeds or to
acquire Cellular Assets (in each case within 12 months of the receipt of such
insurance proceeds) of equal or greater value; provided, however, that any
insurance proceeds not used for repair or replacement or the acquisition of
Cellular Assets in accordance herewith, unless paid as reimbursement of expenses
incurred and business losses suffered in connection with the loss or damage to
the Collateral, shall be paid to or retained by Administrative Agent for


                                                                Credit Agreement
                                       69
<PAGE>

application as a mandatory prepayment on the Obligation. Notwithstanding the
foregoing, no acquisition of Cellular Assets or mandatory prepayment shall be
required unless the amount of insurance proceeds received in any calendar year
under all policies of insurance of the Companies exceeds $1,000,000. Any
mandatory prepayment hereunder shall be applied as follows: (i) first, subject
to the provisions of Section 3.3(f), ratably as a prepayment of the Obligation
arising under the Term Loan A Facility, the Term Loan B Facility, and the Term C
Loan Facility until paid in full (for purposes hereof, "ratably" for each
Facility, on any date of determination, shall mean the proportion that either
the Term Loan A Principal Debt, the Term Loan B Principal Debt, or the Term Loan
C Principal Debt, as the case may be, bears to the Term Principal Debt); and
(ii) second, as a mandatory reduction of the Revolver Commitment.

      9.9 Preservation and Protection of Rights. Each Company shall (and shall
cause each Subsidiary thereof to) perform such acts and duly authorize, execute,
acknowledge, deliver, file, and record any additional agreements, documents,
instruments, and certificates as Administrative Agent or Required Lenders may
reasonably deem necessary or appropriate in order to preserve and protect the
Rights of Administrative Agent and Lenders under any Loan Document.

      9.10 Employee Benefit Plans. No Company or ERISA Affiliate shall, directly
or indirectly, engage in any "prohibited transaction" (as defined in Section 406
of ERISA or Section 4975 of the Code), or (without notice to Administrative
Agent and execution of appropriate amendments to the Loan Documents) maintain,
create, or participate in any Employee Plan.

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

      9.12 Debt and Guaranties. No Company shall directly or indirectly, create,
incur, or suffer to exist any direct, indirect, fixed, or contingent liability
for any Debt, other than:

            (a) The Obligation and Guaranties thereof;

            (b) Debt incurred by any Company under any Financial Hedge permitted
      by, and purchased and maintained in compliance with, the requirements of
      the Loan Documents;

            (c) Debt between Companies;

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

            (e) Endorsements of checks or drafts in the ordinary course of
      business;


                                                                Credit Agreement
                                       70
<PAGE>

            (f) Debt of the Companies existing on the Closing Date and listed on
      Schedule 9.12 not to exceed $15,000,000, together with all renewals,
      extensions, amendments, modifications, and refinancings thereof, so long
      as (x) the principal amount of any refinanced Debt shall not exceed the
      principal amount of the Debt being refinanced immediately prior to giving
      effect to any such refinancing ; and (y) no Default or Potential Default
      exists or arises as a result of any such renewal, extension, amendment,
      modification, or refinancing (collectively, the "Existing Debt");

            (g) Debt incurred or assumed by any Company for the purpose of
      financing all or any part of the cost of any asset (including Capital
      Leases and renewals, extensions, amendments, and modifications of such
      Debt), so long as (i) the aggregate amount of such Debt (together with any
      and all amendments, modifications, or refinancings thereof) does not
      exceed $75,000,000, and (ii) no Default or Potential Default then exists
      or arises as a result of such Debt incurrence; and

            (h) Unsecured Debt of any Company not otherwise permitted by this
      Section 9.12 and unsecured Guaranties thereof, so long as on any date of
      determination such Debt does not exceed, in the aggregate, the difference
      between (i) $15,000,000 and (ii) the outstanding principal amount of the
      Existing Debt.

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

                  (i) Liens securing the Obligation, and so long as the
            Obligation is ratably secured therewith, Liens securing Debt
            incurred by any Company under any Financial Hedge with any Lender or
            an Affiliate of any Lender to the extent permitted under Section
            9.12(b);

                  (ii) Pledges or deposits made to secure payment of worker's
            compensation, or to participate in any fund in connection with
            worker's compensation, unemployment insurance, pensions, or other
            social security programs, but expressly excluding any Liens in favor
            of the PBGC or otherwise under ERISA;

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

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

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


                                                                Credit Agreement
                                       71
<PAGE>

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

                  (vii) Liens securing Permitted Debt incurred pursuant to
            Section 9.12(g), so long as (A) any such Lien does not extend to any
            asset other than the asset purchased or financed by such Debt, and
            (B) any such Lien attached to such asset concurrently with or within
            180 days of the related asset acquisition;

                  (viii) Liens existing on the Closing Date and listed on
            Schedule 9.13 , so long as the Debt secured by all Liens set forth
            on Schedule 9.13 does not exceed $5,000,000; and

                  (ix) Liens to secure outstanding judgments for the payment of
            money, so long as (A) the amount of such judgments do not exceed
            $5,000,000 (individually or collectively) or (B) for any judgments
            other than those described in clause (A), any such Liens does not
            secure such judgment for more than 60 days immediately following the
            entry of any such judgment.

      9.14 Transactions with Affiliates. No Company shall (a) enter into any
material transaction with any of its Affiliates (excluding transactions among or
between Companies), other than transactions in the ordinary course of business
and upon fair and reasonable terms not materially less favorable than such
Company could obtain or could become entitled to in an arm's-length transaction
with a Person that was not its Affiliate, or (b) pay any salaries or other
compensation, consulting fees, or management fees or other like payments to any
of its Affiliates, other than in the ordinary course of business for services
rendered without any profit or margin with respect thereto.

      9.15 Compliance with Laws and Documents. No Company shall violate the
provisions of any Laws applicable to it, including, without limitation,
Environmental Laws, Environmental Permits, ERISA, OSHA, and all rules and
regulations promulgated by the FCC or any applicable PUC, or any Material
Agreement if such violation alone, or when aggregated with all other such
violations, could reasonably be expected to be a Material Adverse Event; no
Company shall violate the provisions of its charter, bylaws, limited liability
company agreement, partnership agreement, or other organizational documents.

      9.16 Permitted Acquisitions, Subsidiary Guaranties, and Collateral
Documents. In connection with each Permitted Acquisition, Borrower shall
deliver, or cause to be delivered to, Administrative Agent each of the items
described on Schedule 7.2, on or before the date specified on such Schedule for
each such item. Borrower shall cause each entity that becomes a direct or
indirect Subsidiary of Parent after the Closing Date (whether as a result of a
Permitted Acquisition, Intercompany Acquisition, merger, creation, or otherwise)
to: (a) execute a Guaranty on the date such entity becomes a direct or indirect


                                                                Credit Agreement
                                       72
<PAGE>

Subsidiary of Parent and promptly deliver (but in no event later than ten days
following consummation of such creation, Permitted Acquisition, Intercompany
Acquisition, or merger) such Guaranty to Administrative Agent and (b) execute
and deliver to Administrative Agent all required Collateral Documents (in form
and substance acceptable to Administrative Agents) creating Liens in favor of
Administrative Agent on all the assets of such Company.

      9.17 Assignment. Except as expressly permitted in this Agreement, no
Company shall assign or transfer any of its Rights, duties, or obligations under
any of the Loan Documents.

      9.18 Fiscal Year and Accounting Methods. No Company will change its fiscal
year for book accounting purposes or its method of accounting, other than (a)
immaterial changes in methods or as required by GAAP, or (b) in connection with
a Permitted Acquisition, such changes to the newly-acquired entity so as to
conform its fiscal year and its method of accounting to those of the Companies.

      9.19 Government Regulations. No Company will conduct its business in such
a way that it will become subject to regulation under the Investment Company Act
of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended,
or any other Law (other than Regulations T, U, and X of the Board of Governors
of the Federal Reserve System and the requirements of any PUC or public service
commission) which regulates the incurrence of Debt.

      9.20 Loans, Advances, and Investments. No Company shall, directly or
indirectly, acquire any Authorizations to own and operate PCS Systems or
Cellular Systems, make any loan, advance, extension of credit, or capital
contribution to, make any investment in, or purchase or commit to purchase any
stock or other securities or evidences of Debt of, or interests in, or any
assets constituting an ongoing business of, any other Person, other than:

            (a) Investments by Borrower or its Subsidiaries in Cash Equivalents;

            (b) Loans, advances, extensions of credit, capital contributions,
      Intercompany Acquisitions, and other investments between Companies (other
      than the Laredo Joint Venture);

            (c) Permitted Acquisitions;

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

            (e) Financial Hedges purchased by any Company to the extent
      permitted by, and purchased and maintained in compliance with, the Loan
      Documents;

            (f) Loans to Parent in an amount which (when aggregated with any
      Distributions made pursuant to Section 9.21(e)) does not exceed, on any
      date of determination, the amount of any unpaid Management Expenses then
      due and payable to Manager under the Management Agreement, so long as (i)
      no Default or Potential Default under Section 9.32(ii) or (iii) then
      exists or arises after giving effect thereto, and (ii) the proceeds of
      such Loans are used exclusively by Parent to pay such Management Expenses;


                                                                Credit Agreement
                                       73
<PAGE>

            (g) Loans made by any Company in the ordinary course of business to
      employees of such Company in an amount which, when aggregated with any
      other loans made pursuant to this Section 9.20(g) from and after the
      Closing Date to any date of determination, does not exceed $1,000,000;

            (h) Investments received by any Company in connection with (i) the
      bankruptcy or reorganization of suppliers or customers of such Company or
      (ii) in settlement of delinquent obligations of, or other disputes with,
      customers and suppliers of such Company arising in the ordinary course of
      business; and

            (i) Other loans, advances, and investments of the Companies existing
      on the Closing Date and identified in Schedule 9.20, including, without
      limitation, any loan, advance, or investment in any Subsidiary.

      9.21 Distributions and Restricted Payments. No Company shall, directly or
indirectly, declare, make, or pay any Distribution or Restricted Payment, other
than:

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

            (b) Distributions or Restricted Payments by any Subsidiary of
      Borrower to Borrower or any Subsidiary of Borrower; and

            (c) So long as no Default or Potential Default exists or arises
      after giving effect thereto, Distributions or Restricted Payments by any
      Company to Members of Parent made in accordance with the LLC Agreement in
      an amount sufficient to enable the payment of the cash Tax liabilities of
      each such Member for federal and state income Taxes, which Taxes are
      directly attributable to such Member's portion of the profit of Parent;

            (d) So long as no Default or Potential Default exists or arises
      after giving effect thereto, to the extent any Company is a partnership,
      Distributions by such Company made in accordance with its partnership
      agreement in an amount sufficient to pay the cash Tax liabilities of its
      respective partners for federal and state income Taxes, which Taxes are
      directly attributable to each such partner's profit of such partnership;

            (e) Distributions or Restricted Payments to Parent in an amount
      which (when aggregated with any loan made pursuant to Section 9.20(f))
      does not exceed, on any date of determination, the amount of any unpaid
      Management Expenses then due and payable to Manager under the Management
      Agreement, so long as (i) no Default or Potential under Section 9.32(ii)
      or (iii) then exists or arises after giving effect thereto, and (ii) the
      proceeds of any such Distribution or Restricted Payment are used
      exclusively by Parent to pay such Management Expenses;

            (f) Distributions to Parent in any calendar year in an aggregate
      amount not to exceed 50% of the Excess Cash Flow of the Companies for the
      immediately-preceding calendar year; provided that, (i) no Default or
      Potential Default exists or arises as a result thereof, (ii) the Leverage
      Ratio of the Companies for the most-recently ended Rolling Period
      immediately prior to and after giving effect to such Distribution is less
      than 4.00 to 1.00, (iii) the Fixed Charge Coverage Ratio


                                                                Credit Agreement
                                       74
<PAGE>

      (calculated on a pro forma basis to include any such proposed Distribution
      as a Fixed Charge) after giving effect to such Distribution is at least
      1.20 to 1.00, and (iv) pursuant to the requirements of Section 3.3(c),
      Borrower has paid the mandatory prepayment required to be paid in the
      calendar year in which such Distribution is being made;

            (g) Distributions by any Company to the employees, officers,
      directors, or consultants (or their respective permitted transferees) to
      purchase stock in accordance with stock option plans or similar
      arrangements, so long as such Distributions do not exceed $1,000,000 in
      the aggregate from and after the Closing Date; and

            (h) In addition to the Distributions permitted by Section 9.21(f),
      so long as no Default or Potential Default exists or arises as a result
      thereof, a Distribution to Parent of up to $40,000,000 of the Net Cash
      Proceeds realized by the Companies from the Laredo Joint Venture Sale and
      a subsequent Distribution by Parent to its Members in an amount not to
      exceed the amount of the Distribution proceeds received by Parent pursuant
      to this clause (h).

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

      9.22 Restrictions on Subsidiaries. No Guarantor shall enter into or permit
to exist any material arrangement or agreement (other than the Loan Documents)
which directly or indirectly prohibits any such Person from (a) declaring,
making, or paying, directly or indirectly, any Distribution or Restricted
Payment to any Company, (b) paying any Debt owed to any Company, (c) making
loans, advances, or investments to any Company, or (d) transferring any of its
property or assets to any Company.

      9.23 Sale of Assets. No Company shall sell, assign, transfer, or otherwise
dispose of any of its assets, other than (a) sales of inventory in the ordinary
course of business, (b) the sale, discount, or transfer of delinquent accounts
receivable in the ordinary course of business for purposes of collection, (c)
occasional sales of immaterial assets for consideration not less than the fair
market value thereof, (d) dispositions of obsolete assets and those assets no
longer useful in the conduct of business, (e) sale, leases, or other disposition
among Companies, (f) the Tower Sale-Leaseback in form and upon terms reasonably
satisfactory to Administrative Agent, (g) disposition of assets pursuant to
Permitted Asset Swaps, (h) the Laredo Joint Venture Sale in form and upon terms
satisfactory to Administrative Agent, (i) if no Default or Potential Default
then exists or arises after giving effect thereto, the sale by Borrower or any
Subsidiary thereof of a portion of such Company's equity interest in a
non-Wholly-owned Subsidiary, so long as the total Minority Interest does not
exceed 15% of all issued and outstanding capital stock of such Subsidiary, and
(j) if no Default or Potential Default then exists or arises as a result
thereof, sales of other assets in the ordinary course of business; provided
that, (x) the fair market value of all assets sold pursuant to clause (j), (A)
in any calendar year does not exceed $35,000,000 in the aggregate, and (B) on a
cumulative basis on and after the Closing Date to any date of determination does
not exceed, in the aggregate, $140,000,000, and (y) concurrently with any
disposition pursuant to this Section 9.23, Borrower shall make the mandatory
prepayments (if any) required by Sections 3.3(b).

      9.24 Sale-Leaseback Financings. No Company will enter into any
sale-leaseback arrangement (other than the Tower Sale-Leaseback in form and upon
terms satisfactory to Administrative Agent) with any


                                                                Credit Agreement
                                       75
<PAGE>

Person pursuant to which such Company shall lease any asset (whether now owned
or hereafter acquired) if such asset has been or is to be sold or transferred by
any Company to any other Person.

      9.25 Mergers and Dissolutions; Sale of Capital Stock. No Company will,
directly or indirectly, merge or consolidate with any other Person, other than
(a) as a result of the American Merger, (b) as a result of a Permitted
Acquisition, (c) mergers or consolidations involving Borrower if Borrower is the
surviving entity, and (d) mergers among Wholly-owned Subsidiaries; provided
that, in any merger involving Borrower (including a Permitted Acquisition or
Intercompany Acquisition effected as a merger, other than the American Merger),
Borrower must be the surviving entity, and, in any merger involving any Company
(including a Permitted Acquisition or Intercompany Acquisition effected as a
merger), a Company must be the surviving entity. No Company shall liquidate,
wind up, or dissolve (or suffer any liquidation or dissolution), other than
liquidations, wind ups, or dissolutions incident to mergers permitted under this
Section 9.25. No Company may sell, assign, lease, transfer, or otherwise dispose
of the capital stock (or other ownership interests) of any Subsidiary of such
Company, except for sales, leases, transfers, or other such distributions to (i)
to another Company (ii) pursuant to Permitted Asset Swaps (iii) pursuant to an
Intercompany Acquisition or (iv) as permitted by Section 9.23(i). Parent shall
not convert its organizational form from a Delaware limited liability company to
a corporation or other organizational form without (x) the prior written consent
of Administrative Agent and (y) the execution and delivery of such other
certificates, opinions, assumption agreements, and other instruments as
Administrative Agent may reasonably require.

      9.26 New Business. Borrower and each Subsidiary of Borrower will not,
directly or indirectly, permit or suffer to exist any material change in the
type of businesses in which it is engaged from the businesses of such Company as
conducted on the Closing Date. Parent will not engage in any business or
activity other than (a) holding 100% of the capital stock of Borrower; and (b)
exercising certain ancillary Rights to such ownership pursuant to the Management
Agreement and the Roaming Agreement.

      9.27 Financial Hedges.

            (a) The Companies shall, within 120 days from the Closing Date,
      enter into, purchase, or acquire Financial Hedges in a form and upon terms
      acceptable to Administrative Agent, issued by one or more Lenders or an
      institution acceptable to Administrative Agent with a duration of a period
      of at least two years, which ensure that the net interest cost to the
      Companies is fixed, capped, or hedged with respect to at least 60% of the
      Debt of the Companies outstanding on the Closing Date; provided, however,
      that the protected rate shall be no greater than 2.0% above the all-in
      rate on the Closing Date.

            (b) To the extent any Lender or its Affiliate issues a Financial
      Hedge to any Company which is permitted by the Loan Documents, including,
      without limitation, any Financial Hedges with Lenders or their Affiliates
      obtained in satisfaction of the requirements of Section 9.27(a), such
      Lender or its Affiliate are afforded the benefits of (and Borrower [and
      each other Company, by execution of the Collateral Documents] confirms a
      grant of) Liens in and to the Collateral as evidenced by the Collateral
      Documents to the extent of such Lender's (or Affiliate thereof's) credit
      exposure under such Financial Hedge; such Lien is pari passu with that of
      Administrative Agent on behalf of Lenders).

            (c) Financial Hedges held by any Company whether in satisfaction of
      the requirements of this Section 9.27 or as otherwise permitted by the
      Loan Documents, shall be subject to the


                                                                Credit Agreement
                                       76
<PAGE>

      following: (i) each such Lender or other institution issuing a Financial
      Hedge shall calculate its credit exposure in a reasonable and customary
      manner; (ii) all documentation for such Financial Hedge shall conform to
      ISDA standards and must be acceptable to Administrative Agent with respect
      to intercreditor issues; (iii) if issued by any Lender or any Affiliate of
      a Lender to any Company, the credit exposure under such Financial Hedge
      shall be secured by Liens in and to the Collateral as evidenced by the
      Collateral Documents on a pari passu basis with the Liens of
      Administrative Agent (held for the benefit of Lenders), and such Lender or
      Affiliate issuing a Financial Hedge shall, by acceptance of the benefits
      of such Liens in the Collateral agree to the provisions of Section 12.12;
      and (iv) such Financial Hedge shall be incurred in the ordinary course of
      business and consistent with prior business practices of the Companies and
      not for speculative purposes.

      9.28 Affiliate Subordination Agreements. Each Company shall,
simultaneously with the incurrence of any and all future Debt of such Company
(other than Debt arising under the Management Agreement, if any) owed to any one
or more Affiliates (other than another Company), cause the appropriate Affiliate
or Affiliates to execute and deliver to Administrative Agent an Affiliate
Subordination Agreement, subordinating the payment of such Debt to the payment
of the Obligation.

      9.29 Amendments to Documents. On and after the Closing Date, no Company
shall (a) amend, permit any amendments to, modify, repeal, or replace any
Company's charter, bylaws, limited liability company agreement (other than the
LLC Agreement), partnership agreement, or other organizational documents, if
such action could adversely affect the Rights of Lenders; (b) amend any existing
credit arrangement or enter into any new credit arrangement (to the extent
permitted by the Loan Documents), if such amended or new credit arrangements
contain any provisions which are materially more restrictive (as reasonably
determined by Administrative Agent) than the provisions of the Loan Documents;
(c) without the prior written consent of Required Lenders, amend, modify, or
waive any provision of the American Merger Documents; (d) amend, permit any
amendments to, modify, repeal, or replace the Management Agreement (including
any supplement or other agreement regarding the calculation of Management
Expenses or the compensation of Manager thereunder) or the LLC Agreement,
without first (i) providing to Administrative Agent a copy of such proposed
amendment, modification, replacement, supplement, or other agreement and (ii)
obtaining Administrative Agent's prior written consent thereto, if
Administrative Agent determines, in its reasonable discretion, that any such
change or changes could reasonably be expected to adversely affect the Rights of
Lenders; or (e) amend or permit any amendments to any Material Agreements (other
than those listed in clauses (c) or (d)) which could reasonably be expected to
adversely affect the Rights of Lenders.

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

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

      ============================================================
                  Period                            Leverage Ratio
      ============================================================
      From Closing Date to 12/30/2000                9.50 to 1.00
      ------------------------------------------------------------
      From 12/31/2000 to 03/30/2001                  9.15 to 1.00
      ------------------------------------------------------------


                                                                Credit Agreement
                                       77
<PAGE>

      ============================================================
                  Period                            Leverage Ratio
      ============================================================
      From 03/31/2001 to 06/29/2001                  9.00 to 1.00
      ------------------------------------------------------------
      From 06/30/2001 to 09/29/2001                  8.50 to 1.00
      ------------------------------------------------------------
      From 09/30/2001 to 12/30/2001                  8.25 to 1.00
      ------------------------------------------------------------
      From 12/31/2001 to 03/30/2002                  7.75 to 1.00
      ------------------------------------------------------------
      From 03/31/2002 to 09/29/2002                  7.25 to 1.00
      ------------------------------------------------------------
      From 09/30/2002 to 03/30/2003                  6.75 to 1.00
      ------------------------------------------------------------
      From 03/31/2003 to 09/29/2003                  6.25 to 1.00
      ------------------------------------------------------------
      From 09/30/2003 to 03/30/2004                  5.75 to 1.00
      ------------------------------------------------------------
      From 03/31/2004 to 09/29/2004                  5.25 to 1.00
      ------------------------------------------------------------
      From 09/30/2004 to 03/30/2005                  4.75 to 1.00
      ------------------------------------------------------------
      From 03/31/2005 to 12/30/2005                  4.00 to 1.00
      ------------------------------------------------------------
      From 12/31/2005 and thereafter                 3.50 to 1.00
      ============================================================

            (b) Debt Service Coverage Ratio. Borrower shall never permit the
      Debt Service Coverage Ratio to be less than or equal to 1.10 to 1.00;
      provided that, on and after January 1, 2006, determination of the Debt
      Service Coverage Ratio will not be required, so long as the Leverage Ratio
      is less than 4.00 to 1.00;

            (c) Interest Coverage Ratio. Borrower shall never permit the
      Interest Coverage Ratio to be less than the ratio shown in the table below
      which corresponds to the applicable period of determination:

      ============================================================
                  Period                            Leverage Ratio
      ============================================================
      From Closing Date to 06/29/2000                1.20 to 1.00
      ------------------------------------------------------------
      From 06/30/2000 to 03/30/2001                  1.25 to 1.00
      ------------------------------------------------------------
      From 03/31/2001 to 06/29/2001                  1.30 to 1.00
      ------------------------------------------------------------
      From 06/30/2001 to 09/29/2001                  1.35 to 1.00
      ------------------------------------------------------------
      From 09/30/2001 to 12/30/2001                  1.45 to 1.00
      ------------------------------------------------------------
      From 12/31/2001 to 12/30/2002                  1.50 to 1.00
      ------------------------------------------------------------
      From 12/31/2002 to 12/30/2003                  1.60 to 1.00
      ------------------------------------------------------------
      From 12/31/2003 to 12/30/2005                  2.00 to 1.00
      ------------------------------------------------------------
      From 12/31/2005  and thereafter                2.25 to 1.00
      ============================================================


                                                                Credit Agreement
                                       78
<PAGE>

            (d) Fixed Charge Coverage Ratio. On and after December 31, 2001,
      Borrower shall never permit the Fixed Charge Coverage Ratio to be less
      than or equal to the ratio shown in the table below which corresponds to
      the applicable period of determination:

      ============================================================
                  Period                            Leverage Ratio
      ============================================================
      From December 31, 2001 to 12/31/2003           1.00 to 1.00
      ------------------------------------------------------------
      From 01/01/2004 and thereafter                 1.05 to 1.00
      ============================================================

      ; provided, however, that from and after January 1, 2006, determination of
      the Fixed Charge Coverage Ratio will not be required, so long as the
      Leverage Ratio is less than 4.00 to 1.00.

            (e) Capital Expenditures.

                  (i) Borrower shall not permit Capital Expenditures (other than
            PCS Capital Expenditures permitted by Section 9.30(e)(ii)) for any
            period of determination to exceed the amount shown in the table
            below which corresponds to such period of determination:

      ============================================================
                  Period                        Leverage Ratio
      ============================================================
            Calendar year 2000                   $77,000,000
      ------------------------------------------------------------
            Calendar year 2001                   $55,000,000
      ============================================================

            ; provided, however, that the permitted Capital Expenditures of the
            Companies for any period of determination may be increased by an
            amount equal to the aggregate Supplemental Capital Expenditures for
            such period, but in no event shall the Capital Expenditures
            permitted by this Section 9.30(e)(i) exceed $96,250,000 in calendar
            year 2000 and $68,750,000 in calendar year 2001.

                  (ii) On and after the Closing Date, (i) Borrower shall not
            make PCS Capital Expenditures which individually on or in the
            aggregate exceed $100,000,000; provided that, no PCS Capital
            Expenditure may be made prior to the second anniversary of the
            Closing Date, unless such PCS Capital Expenditure are funded solely
            by a capital contribution from Parent, which capital contribution
            (A) is expressly designated and reserved for PCS Capital
            Expenditures and (B) is not funded with proceeds of any Borrowings
            under the Loan Documents or proceeds of any other Debt of Parent.

      9.31 Tower Sale-Leaseback. On or prior to June 30, 2001, the Companies
shall (a) enter into one or more Tower Sale-Leaseback Agreements, pursuant to
which all or substantially all of the Towers are to be sold to a non-Affiliate
of the Companies, (b) deliver to Administrative Agent a copy of such
sale-leaseback agreement, which must be in form and terms satisfactory to
Administrative Agent, (c) consummate the Tower Sale-Leaseback substantially in
accordance with the sale-leaseback documents approved by Administrative Agent,
and (d) pay the mandatory prepayment required by Section 3.3(b)(iv).


                                                                Credit Agreement
                                       79
<PAGE>

      9.32 Parent Covenant. By execution hereof, Parent covenants and agrees (i)
to cause Manager to operate the Companies' Systems and businesses in compliance
with the Loan Documents, (ii) to cause all payments under the Roaming Agreements
to be paid directly to Borrower, and (iii) in the event any payments under the
Roaming Agreements are received by Parent, to immediately contribute such
payments to Borrower as a capital contribution.

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

      10.1 Payment of Obligation. The failure or refusal of any Company to pay
(a) all or any part of the Principal Debt when the same becomes due (whether by
its terms, by acceleration, or as otherwise provided in the Loan Documents); (b)
interest or fees within three days after the same become due and payable in
accordance with the Loan Documents; or (c) any other part of the Obligation
(including, without limitation, any deposit of cash collateral required pursuant
to Section 2.5) within three days after demand by Administrative Agent or any
Lender.

      10.2 Covenants. The failure or refusal of Borrower (and, if applicable,
any other Company) to punctually and properly perform, observe, and comply with:

            (a) Any covenant, agreement, or condition contained in Sections 9.1,
      9.3 ,9.4, 9.6, 9.10, 9.12, 9.13, 9.14, 9.16, 9.17, 9.20 through 9.25,
      9.29, 9.30, and 9.32; and

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

      10.3 Debtor Relief. Any Company (a) shall not be Solvent, (b) fails to pay
its Debts generally as they become due, (c) voluntarily seeks, consents to, or
acquiesces in the benefit of any Debtor Relief Law, other than as a creditor or
claimant, or (d) becomes a party to or is made the subject of any proceeding
provided for by any Debtor Relief Law, other than as a creditor or claimant,
that could suspend or otherwise adversely affect the Rights of Administrative
Agent or any Lender granted in the Loan Documents (unless, in the event such
proceeding is involuntary, the petition instituting same is dismissed within 60
days after its filing).

      10.4 Judgments and Attachments. Any Company fails, within 60 days after
entry, to pay, bond, or otherwise discharge any judgment or order for the
payment of money in excess of $5,000,000 (individually or collectively) or any
warrant of attachment, sequestration, or similar proceeding against any of its
assets having a value (individually or collectively) of $5,000,000 which is not
stayed on appeal.

      10.5 Government Action. (a) A final non-appealable order is issued by any
Governmental Authority, including, without limitation, the FCC or the United
States Justice Department, seeking to cause any Company to divest a significant
portion of its assets pursuant to any antitrust, restraint of trade, unfair
competition, industry regulation, or similar Laws, or (b) any Governmental
Authority shall condemn, seize, or otherwise appropriate, or take custody or
control of all or any substantial portion of the assets of any Company.


                                                                Credit Agreement
                                       80
<PAGE>

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

      10.7 Change of Management. Any Person, other than DCS, AWS, an Affiliate
of DCS, or an Eligible Successor Manager is or becomes the Manager of the
Companies' Systems pursuant to the Management Agreement or otherwise.

      10.8 Change of Control. The occurrence of a Change of Control.

      10.9 Change Business of Parent. Parent engages in any business or activity
other than (a) holding 100% of the capital stock of Borrower and (b) ancillary
activities related to the Management Agreement and the Roaming Agreements.

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

      10.11 Default Under Other Debt and Agreements. (a) Any Company fails to
pay when due (after lapse of any applicable grace periods) any Debt of such
Company (other than the Obligation) in excess (individually or collectively) of
$10,000,000; (b) the acceleration of any Debt of any Company or the occurrence
of any event or condition that (with notice or lapse of time) would enable the
holder of such Debt or any Person acting on behalf of such holder to accelerate
the maturing thereof, which Debt exceeds (individually or collectively)
$10,000,000; or (c) any default exists under any other Material Agreement if
such default could reasonably be expected to be a Material Adverse Event.

      10.12 LCs. Administrative Agent shall have been served with, or becomes
otherwise subject to, a court order, injunction, or other process or decree
restraining or seeking to restrain it from paying any amount under any LC and
either (a) there has been a drawing under such LC which Administrative Agent
would otherwise be obligated to pay and Borrower has refused to reimburse
Administrative Agent for such payment or (b) the expiration date of such LC has
occurred but the Right of any beneficiary thereunder to draw under such LC has
been extended past the expiration date in connection with the pendency of the
related court action or proceeding and Borrower has failed to deposit within 24
hours with Administrative Agent cash collateral in an amount equal to the
maximum drawing which could be made under such LC.

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


                                                                Credit Agreement
                                       81
<PAGE>

      10.14 Material Adverse Effect. If any event or condition shall exist which
could reasonably be expected to be a Material Adverse Event.

      10.15 Environmental Liability. If any event or condition shall occur or
exist with respect to any activity or substance regulated under the
Environmental Law and as a result of such event or condition, any Company shall
have incurred or in the opinion of the Required Lenders will be reasonably
likely to incur a liability in excess of $5,000,000 liability during any
consecutive 12 month period.

      10.16 Pledged Stock. (a) Administrative Agent ceases to hold as Collateral
(for the benefit of Lenders) a perfected first priority Lien on all of the
issued and outstanding shares of common stock issued by all Companies (other
than Parent), and such failure is not cured within five Business Days; or (b)
any Collateral Document after delivery thereof pursuant to Section 6 shall for
any reason (other than pursuant to the terms thereof) cease to create a valid
and perfected first priority Lien on and security interest in the Collateral
purported to be covered thereby, except as permitted under the Loan Documents.

      10.17 Dissolution. Except for dissolutions in connection with Intercompany
Acquisitions otherwise permitted by this Agreement, any Company shall dissolve
or otherwise terminate its existence.

SECTION 11 RIGHTS AND REMEDIES.

      11.1 Remedies Upon Default.

            (a) Debtor Relief. If a Default exists under Section 10.3(c) or
      10.3(d), the commitment to extend credit hereunder shall automatically
      terminate and the entire unpaid balance of the Obligation shall
      automatically become due and payable without any action or notice of any
      kind whatsoever, and Borrower shall be required to provide cash collateral
      in an amount equal to 110% of the LC Exposure then existing in accordance
      with Section 2.5(g).

            (b) Other Defaults. If any Default exists, Administrative Agent may
      (and, subject to the terms of Section 12, shall upon the request of
      Required Lenders) or Required Lenders may, do any one or more of the
      following: (i) if the maturity of the Obligation has not already been
      accelerated under Section 11.1(a), declare the entire unpaid balance of
      the Obligation, or any part thereof, immediately due and payable,
      whereupon it shall be due and payable; (ii) terminate the commitments of
      Lenders to extend credit hereunder; (iii) reduce any claim to judgment;
      (iv) to the extent permitted by Law, exercise (or request each Lender to,
      and each Lender shall be entitled to, exercise) the Rights of offset or
      banker's Lien against the interest of each Company in and to every account
      and other property of any Company which are in the possession of
      Administrative Agent or any Lender to the extent of the full amount of the
      Obligation (to the extent permitted by Law, each Company being deemed
      directly obligated to each Lender in the full amount of the Obligation for
      such purposes); (v) if the maturity of the Obligation has not already been
      accelerated under Section 11.1(a), demand Borrower to provide cash
      collateral in an amount equal to 110% of the LC Exposure then existing in
      accordance with Section 2.5(g); and (vi) exercise any and all other legal
      or equitable Rights afforded by the Loan Documents, the Laws of the State
      of New York, or any other applicable jurisdiction as Administrative Agent
      or Required Lenders (as the case may be) shall deem appropriate, or
      otherwise, including, without limitation, the Right to bring suit or other
      proceedings before any Governmental Authority either for specific
      performance of any covenant or


                                                                Credit Agreement
                                       82
<PAGE>

      condition contained in any of the Loan Documents or in aid of the exercise
      of any Right granted to Administrative Agent or any Lender in any of the
      Loan Documents.

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

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

      11.4 Delegation of Duties and Rights. Lenders may perform any of their
duties or exercise any of their Rights under the Loan Documents by or through
their respective Representatives.

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

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


                                                                Credit Agreement
                                       83
<PAGE>

of any such Right preclude other or further exercise thereof, or the exercise of
any other Right under the Loan Documents or otherwise.

      11.7 Cumulative Rights. All Rights available to Administrative Agent and
Lenders under the Loan Documents are cumulative of and in addition to all other
Rights granted to Administrative Agent and Lenders at law or in equity, whether
or not the Obligation is due and payable and whether or not Administrative Agent
or Lenders have instituted any suit for collection, foreclosure, or other action
in connection with the Loan Documents.

      11.8 Application of Proceeds. Any and all proceeds ever received by
Administrative Agent or Lenders from the exercise of any Rights pertaining to
the Obligation shall be applied to the Obligation in the order and manner set
forth in Section 3.12.

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

      11.10 Limitation of Rights. Notwithstanding any other provision of any
Loan Document, any action taken or proposed to be taken by Administrative Agent,
any Agent, or any Lender under any Loan Document which would affect the
operational, voting, or other control of any Company, shall be pursuant to
Section 310(d) of the Communications Act, any applicable state Law, and the
applicable rules and regulations thereunder and, if and to the extent required
thereby, subject to the prior consent of the FCC or any applicable PUC.

      11.11 Expenditures by Lenders. Borrower shall promptly pay within 15
Business Days after request therefor (a) all reasonable costs, fees, and
expenses paid or incurred by Administrative Agent and Arranger, incident to any
Loan Document (including, without limitation, the reasonable fees and expenses
of counsel to Administrative Agent and Arranger and the allocated cost of
internal counsel in connection with the negotiation, preparation, delivery,
execution, coordination and administration of the Loan Documents and any related
amendment, waiver, or consent) and (b) all reasonable costs and expenses of
Lenders and Administrative Agent incurred by Administrative Agent or any Lender
in connection with the enforcement of the obligations of any Company arising
under the Loan Documents (including, without limitation, costs and expenses
incurred in connection with any workout or bankruptcy) or the exercise of any
Rights arising under the Loan Documents (including, without limitation,
reasonable attorneys' fees including the allocated cost of internal counsel,
court costs and other costs of collection), all of which shall be a part of the
Obligation and shall bear interest at the Default Rate from the date due until
the date repaid.

      11.12 INDEMNIFICATION. BORROWER AND EACH OTHER COMPANY (BY EXECUTION OF A
GUARANTY) AGREE TO INDEMNIFY AND HOLD HARMLESS EACH AGENT, ARRANGER, AND EACH
LENDER AND EACH OF THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS,


                                                                Credit Agreement
                                       84
<PAGE>

AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, LOSSES, LIABILITIES, (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL
LIABILITIES) COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY
INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY
REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION,
LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE
LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR
PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS (INCLUDING ANY OF THE FOREGOING
ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), EXCEPT TO THE EXTENT SUCH
CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL,
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE
CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY
IN THIS SECTION 11.12 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT
SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY BORROWER, ITS
DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON
OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. BORROWER AND EACH OTHER
COMPANY (BY EXECUTION OF A GUARANTY) AGREE NOT TO ASSERT ANY CLAIM AGAINST ANY
INDEMNIFIED PARTY ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE
LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR
PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS. WITHOUT PREJUDICE TO THE
SURVIVAL OF ANY OTHER AGREEMENT OF BORROWER OR THE OTHER COMPANIES HEREUNDER,
THE AGREEMENTS AND OBLIGATIONS OF THE COMPANIES CONTAINED IN THIS SECTION 11.12
SHALL SURVIVE THE PAYMENT IN FULL OF THE BORROWINGS AND ALL OTHER AMOUNTS
PAYABLE UNDER THE LOAN DOCUMENTS.

SECTION 12 AGREEMENT AMONG LENDERS.

      12.1 Administrative Agent.

            (a) Appointment of Administrative Agent. Each Lender hereby appoints
      Bank of America, N.A. (and Bank of America, N.A. hereby accepts such
      appointment) as its nominee and agent, in its name and on its behalf: (i)
      to act as nominee for and on behalf of such Lender in and under all Loan
      Documents; (ii) to arrange the means whereby the funds of Lenders are to
      be made available to Borrower under the Loan Documents; (iii) to take such
      action as may be requested by any Lender under the Loan Documents (when
      such Lender is entitled to make such request under the Loan Documents and
      after such requesting Lender has obtained the concurrence of such other
      Lenders as may be required under the Loan Documents); (iv) to receive all
      documents and items to be furnished to Lenders under the Loan Documents;
      (v) to timely distribute, and Administrative Agent agrees to so
      distribute, to each Lender all material information, requests, documents,
      and items received from Borrower under the Loan Documents; (vi) to
      promptly distribute to each Lender its


                                                                Credit Agreement
                                       85
<PAGE>

      ratable part of each payment or prepayment (whether voluntary, as proceeds
      of Collateral upon or after foreclosure, as proceeds of insurance thereon,
      or otherwise) in accordance with the terms of the Loan Documents; (vii) to
      deliver to the appropriate Persons requests, demands, approvals, and
      consents received from Lenders; and (viii) to execute, on behalf of
      Lenders, such releases or other documents or instruments as are permitted
      by the Loan Documents or as directed by Lenders from time to time;
      provided, however, Administrative Agent shall not be required to take any
      action which exposes Administrative Agent to personal liability or which
      is contrary to the Loan Documents or applicable Law.

            (b) Resignation of Administrative Agent; Successor Administrative
      Agents. Administrative Agent may resign at any time as Administrative
      Agent under the Loan Documents by giving written notice thereof to Lenders
      and may be removed as Administrative Agent under the Loan Documents at any
      time with cause by Required Lenders. Should the initial or any successor
      Administrative Agent ever cease to be a party hereto or should the initial
      or any successor Administrative Agent ever resign or be removed as
      Administrative Agent, then Required Lenders shall elect the successor
      Administrative Agent from among the Lenders (other than the resigning
      Administrative Agent). If no successor Administrative Agent shall have
      been so appointed by Required Lenders, within 30 days after the retiring
      Administrative Agent's giving of notice of resignation or Required
      Lenders' removal of the retiring Administrative Agent, then the retiring
      Administrative Agent may, on behalf of Lenders, appoint a successor
      Administrative Agent, which shall be a commercial bank having a combined
      capital and surplus of at least $1,000,000,000. Upon the acceptance of any
      appointment as Administrative Agent under the Loan Documents by a
      successor Administrative Agent, such successor Administrative Agent shall
      thereupon succeed to and become vested with all the Rights of the retiring
      Administrative Agent, and the retiring Administrative Agent shall be
      discharged from its duties and obligations of Administrative Agent under
      the Loan Documents (provided, however, that when used in connection with
      LCs issued and outstanding prior to the appointment of the successor
      Administrative Agent, "Administrative Agent" shall continue to refer
      solely to the bank that issued the outstanding LC; provided further that
      any LCs issued or renewed after the appointment of any successor
      Administrative Agent shall be issued by such successor Administrative
      Agent), and each Lender shall execute such documents as any Lender may
      reasonably request to reflect such change in and under the Loan Documents.
      After any retiring Administrative Agent's resignation or removal as
      Administrative Agent under the Loan Documents, the provisions of this
      Section 12 shall inure to its benefit as to any actions taken or omitted
      to be taken by it while it was Administrative Agent under the Loan
      Documents.

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


                                                                Credit Agreement
                                       86
<PAGE>

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

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

      12.3 Proportionate Absorption of Losses. Except as otherwise provided in
the Loan Documents, nothing in the Loan Documents shall be deemed to give any
Lender any advantage over any other Lender insofar as the Obligation arising
under the Loan Documents is concerned, or to relieve any Lender from absorbing
its ratable portion of any losses sustained with respect to the Obligation
(except to the extent such losses result from unilateral actions or inactions of
any Lender that are not made in accordance with the terms and provisions of the
Loan Documents).

      12.4 Delegation of Duties; Reliance. Administrative Agent may perform any
of its duties or exercise any of its Rights under the Loan Documents by or
through its Representatives. Administrative Agent and its Representatives shall
(a) be entitled to rely upon (and shall be protected in relying upon) any
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telecopy, telegram, telex or teletype message, statement, order, or other
documents or conversation believed by it or them to be genuine and correct and
to have been signed or made by the proper Person and, with respect to legal
matters, upon opinion of counsel selected by Administrative Agent, (b) be
entitled to deem and treat each Lender as the owner and holder of the Obligation
owed to such Lender for all purposes until, subject to Section 13.13, written
notice of the assignment or transfer thereof shall have been given to and
received by Administrative Agent (and any request, authorization, consent, or
approval of any Lender shall be conclusive and binding on each subsequent
holder, assignee, or transferee of the Obligation owed to such Lender or portion
thereof until such notice is given and received), (c) not be deemed to have
notice of the occurrence of a Default or Potential Default unless a responsible
officer of Administrative Agent, who handles matters associated with the Loan
Documents and transactions thereunder, has received written notice from a Lender
or Borrower and


                                                                Credit Agreement
                                       87
<PAGE>

stating that such notice is a "Notice of Default," and (d) be entitled to
consult with legal counsel (including counsel for Borrower), independent
accountants, and other experts selected by Administrative Agent and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts.

      12.5 Limitation of Liability.

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

            (b) Non-Discretionary Actions; Indemnification. Unless indemnified
      to its satisfaction against loss, cost, liability, and expense, neither
      Administrative Agent nor any other Agent shall be compelled to do any act
      under the Loan Documents or to take any action toward the execution or
      enforcement of the powers thereby created or to prosecute or defend any
      suit in respect of the Loan Documents. If Administrative Agent requests
      instructions from Lenders or Required Lenders, as the case may be, with
      respect to any act or action (including, without limitation, any failure
      to act) in connection with any Loan Document, Administrative Agent shall
      be entitled (but shall not be required) to refrain (without incurring any
      liability to any Person by so refraining) from such act or action unless
      and until it has received such instructions. Except where action of
      Required Lenders or all Lenders is required in the Loan Documents,
      Administrative Agent may act hereunder in its own discretion without
      requesting instructions. In no event, however, shall Administrative Agent
      or any of its respective Representatives be required to take any action
      which it or they determine could incur for it or them criminal or onerous
      civil liability. Without limiting the generality of the foregoing, no
      Lender shall have any Right of action against Administrative Agent as a
      result of Administrative Agent's acting or refraining from acting
      hereunder in accordance with the instructions of Required Lenders (or all
      Lenders if required in the Loan Documents).

            (c) Independent Credit Decision. Neither Administrative Agent nor
      any other Agent shall be responsible in any manner to any Lender or any
      Participant for, and each Lender represents and warrants that it has not
      relied upon Administrative Agent or any other Agent in respect of, (i) the
      creditworthiness of any Company and the risks involved to such Lender,
      (ii) the effectiveness, enforceability, genuineness, validity, or the due
      execution of any Loan Document, (iii) any representation, warranty,
      document, certificate, report, or statement made therein or furnished
      thereunder or in connection therewith, (iv) the existence, priority, or
      perfection of any Lien hereafter granted or purported to be granted under
      any Loan Document, or (v) observation of or compliance with any of the
      terms, covenants, or conditions of any Loan Document on the part of any
      Company. Each Lender agrees to indemnify Administrative Agent and its
      respective Representatives and hold them harmless from and against (but
      limited to such Lender's Pro Rata Part of) any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      reasonable expenses, and reasonable disbursements of any kind or nature
      whatsoever which may be imposed on, asserted against, or incurred by them
      in any way relating to or arising out of the Loan Documents or any


                                                                Credit Agreement
                                       88
<PAGE>

      action taken or omitted by them under the Loan Documents (including any of
      the foregoing arising from the negligence of Administrative Agent or its
      Representatives), to the extent Administrative Agent and its respective
      Representatives are not reimbursed for such amounts by any Company
      (provided that, Administrative Agent, and its respective Representatives
      shall not have the Right to be indemnified hereunder for its or their own
      fraud, gross negligence, or willful misconduct).

      12.6 Default; Collateral.

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

            (b) Each Lender authorizes and directs Administrative Agent to enter
      into the Collateral Documents for the benefit of the Lenders. Except to
      the extent unanimity (or other percentage set forth in Section 13.11) is
      required hereunder, each Lender agrees that any action taken by the
      Required Lenders in accordance with the provisions of the Loan Documents,
      and the exercise by the Required Lenders of the powers set forth herein or
      therein, together with such other powers as are reasonably incidental
      thereto, shall be authorized and binding upon all of the Lenders.

            (c) Administrative Agent is hereby authorized on behalf of all of
      the Lenders, without the necessity of any notice to or further consent
      from any Lender, from time to time to take any action with respect to any
      Collateral or Collateral Documents which may be necessary to perfect and
      maintain perfected the Liens upon the Collateral granted pursuant to the
      Collateral Documents.

            (d) Administrative Agent shall have no obligation whatsoever to any
      Lender or to any other Person to assure that the Collateral exists or is
      owned by any Company or is cared for, protected, or insured or has been
      encumbered or that the Liens granted to Administrative Agent herein or
      pursuant hereto have been properly or sufficiently or lawfully created,
      perfected, protected, or enforced, or are entitled to any particular
      priority, or to exercise at all or in any particular manner or under any
      duty of care, disclosure, or fidelity, or to continue exercising, any of
      the Rights granted or available to Administrative Agent in this Section
      12.6 or in any of the Collateral Documents; it being understood and agreed
      that in respect of the Collateral, or any act, omission, or event related
      thereto, Administrative Agent may act in any manner it may deem
      appropriate, in its sole discretion, given Administrative Agent's own
      interest in the Collateral as one of the Lenders and that Administrative
      Agent shall have no duty or liability whatsoever to any Lender, other than
      to act without gross negligence or willful misconduct.


                                                                Credit Agreement
                                       89
<PAGE>

            (e) Lenders hereby irrevocably authorize Administrative Agent, at
      its option and in its discretion, to release any Lien granted to or held
      by Administrative Agent upon any Collateral: (i) upon termination of the
      Total Commitment and payment and satisfaction of the Obligation; (ii)
      constituting property in which no Company owned an interest at the time
      the Lien was granted or at any time thereafter; (iii) constituting
      property leased to a Company under a lease which has expired or been
      terminated in a transaction permitted under the Loan Document or is about
      to expire and which has not been, and is not intended by such Company to
      be, renewed; (iv) consisting of an instrument evidencing Debt pledged to
      Administrative Agent (for the benefit of Lenders), if the Debt evidenced
      thereby has been paid in full; (v) upon the sale, transfer, or disposition
      of Collateral which is expressly permitted pursuant to the Loan Documents,
      including, without limitation, under Section 9.23; (vi) as contemplated in
      Section 6.4; or (vii) if approved, authorized, or ratified in writing by
      all necessary Lenders. Upon request by Administrative Agent at any time,
      Lenders will confirm in writing Administrative Agent's authority to
      release particular types or items of Collateral pursuant to this Section
      12.6.

            (f) In furtherance of the authorizations set forth in this Section
      12.6, each Lender hereby irrevocably appoints Administrative Agent its
      attorney-in-fact, with full power of substitution, for and on behalf of
      and in the name of each such Lender, (i) to enter into Collateral
      Documents (including, without limitation, any appointments of substitute
      trustees under any Collateral Document), (ii) to take action with respect
      to the Collateral and Collateral Documents to perfect, maintain, and
      preserve Lender's Liens, and (iii) to execute instruments of release or to
      take other action necessary to release Liens upon any Collateral to the
      extent authorized in Paragraph (e) hereof. This power of attorney shall be
      liberally, not restrictively, construed so as to give the greatest
      latitude to Administrative Agent's power, as attorney, relative to the
      Collateral matters described in this Section 12.6. The powers and
      authorities herein conferred on Administrative Agent may be exercised by
      Administrative Agent through any Person who, at the time of the execution
      of a particular instrument, is an officer of Administrative Agent. The
      power of attorney conferred by this Section 12.6(f) is granted for
      valuable consideration and is coupled with an interest and is irrevocable
      so long as the Obligation, or any part thereof, shall remain unpaid or
      Lenders are obligated to make any Borrowings under the Loan Documents.

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

      12.8 Relationship of Lenders. Nothing herein shall be construed as
creating a partnership or joint venture among Agents and Lenders.

      12.9 Benefits of Agreement. None of the provisions of this Section 12
shall inure to the benefit of any Company or any other Person other than
Lenders; consequently, no Company or other Person shall be entitled to rely
upon, or to raise as a defense, in any manner whatsoever, the failure of any
Agent or any Lender to comply with such provisions.


                                                                Credit Agreement
                                       90
<PAGE>

      12.10 Agents. None of the Lenders identified in this Agreement as
"Co-Syndication Agents," "Co-Documentation Agents," "Managing Agent," or
"Co-Agent" shall have any Rights, powers, obligations, liabilities,
responsibilities, or duties under the Loan Documents other than those applicable
to all Lenders as such. Without limiting the foregoing, none of the Lenders so
identified as a "Co-Syndication Agent," "Co-Documentation Agent," "Managing
Agent," or "Co-Agent" shall have or be deemed to have any fiduciary relationship
with any Lender. Any Lender that is a "Co-Syndication Agent," "Co-Documentation
Agent," "Managing Agent," or "Co-Agent" may voluntarily relinquish its title by
giving written notice thereof to Administrative Agent and Borrower. Upon such
relinquishments, a successor "Co-Syndication Agent," "Co-Documentation Agent,"
"Managing Agent," or "Co-Agent" may be appointed upon the mutual agreement of
Borrower and Administrative Agent.

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

      12.12 Financial Hedges. To the extent any Lender or any Affiliate of a
Lender issues a Financial Hedge in accordance with the requirements of the Loan
Documents and accepts the benefits of the Liens in the Collateral arising
pursuant to the Collateral Documents, such Lender (for itself and on behalf of
any such Affiliates) agrees (i) to appoint Bank of America, N.A., as its nominee
and agent, to act for and on behalf of such Lender or Affiliate thereof in
connection with the Collateral Documents and (ii) to be bound by the terms of
this Section 12; whereupon all references to "Lender" in this Section 12 and in
the Collateral Documents shall include, on any date of determination, any Lender
or Affiliate of a Lender that is party to a then-effective Financial Hedge which
complies with the requirements of the Loan Documents. Additionally, if the
Obligation owed to any Lender or Affiliate of a Lender consists solely of Debt
arising under a Financial Hedge (such Lender or Affiliate being referred to in
this Section 12.12 as an "Issuing Lender"), then such Issuing Lender (by
accepting the benefits of any Collateral Documents) acknowledges and agrees that
pursuant to the Loan Documents and without notice to or consent of such Issuing
Lender: (i) Liens in the Collateral may be released in whole or in part; (ii)
all Guaranties may be released; (iii) any Collateral Document may be amended,
modified, supplemented, or restated; and (iv) all or any part of the Collateral
may be permitted to secure other Debt.

SECTION 13 MISCELLANEOUS.

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

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

      13.3 Communications. Unless specifically otherwise provided, whenever any
Loan Document requires or permits any consent, approval, notice, request, or
demand from one party to another, such


                                                                Credit Agreement
                                       91
<PAGE>

communication must be in writing (which may be by telex or telecopy) to be
effective and shall be deemed to have been given (a) if by telex, when
transmitted to the telex number, if any, for such party, and the appropriate
answer back is received, (b) if by telecopy, when transmitted to the telecopy
number for such party (and all such communications sent by telecopy shall be
confirmed promptly thereafter by personal delivery or mailing in accordance with
the provisions of this section; provided that any requirement in this
parenthetical shall not affect the date on which such telecopy shall be deemed
to have been delivered), (c) if by mail, on the third Business Day after it is
enclosed in an envelope, properly addressed to such party, properly stamped,
sealed, and deposited in the appropriate official postal service, or (d) if by
any other means, when actually delivered to such party. Until changed by notice
pursuant hereto, the address (and telex and telecopy numbers, if any) for
Administrative Agent and each Lender, Administrative Agent, and other Agents is
set forth on Schedule 2.1, and for Borrower is the address set forth by
Borrower's signature on the signature page of this Agreement and for each
Guarantor is the address set forth by such Guarantor's signature on the
signature page of its Guaranty. A copy of each such communication to
Administrative Agent shall also be sent to Haynes and Boone, LLP, 901 Main
Street, Suite 3100, Dallas, Texas 75202, Fax: 214/651-5940, Attn: Karen S.
Nelson.

      13.4 Form and Number of Documents. Each agreement, document, instrument,
or other writing to be furnished under any provision of the Loan Documents must
be in form and substance and in such number of counterparts as may be reasonably
satisfactory to Administrative Agent and its counsel.

      13.5 Exceptions to Covenants. No Company shall take any action or fail to
take any action which is permitted as an exception to any of the covenants
contained in any Loan Document if such action or omission would result in the
breach of any other covenant contained in any of the Loan Documents.

      13.6 Survival. All covenants, agreements, undertakings, representations,
and warranties made in any of the Loan Documents shall survive all closings
under the Loan Documents and, except as otherwise indicated, shall not be
affected by any investigation made by any party. All Rights of, and provisions
relating to, reimbursement and indemnification of Administrative Agent, any
Agent, or any Lender (and any other provision of the Loan Documents that
expressly provides for such survival) shall survive termination of this
Agreement and payment in full of the Obligation.

      13.7 Governing Law. THE LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION
GOVERN THE CREATION, PERFECTION, VALIDITY, OR ENFORCEMENT OF LIENS UNDER THE
COLLATERAL DOCUMENTS), AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF
AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION
OF THE LOAN DOCUMENTS.

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


                                                                Credit Agreement
                                       92
<PAGE>

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

      13.10 Jurisdiction; Venue; Service of Process; Jury Trial. EACH COMPANY
AND OTHER PARTY HERETO (INCLUDING EACH GUARANTOR BY EXECUTION OF A GUARANTY), IN
EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY (A) IRREVOCABLY SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF THE STATE (PURSUANT TO SECTION 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW) AND FEDERAL COURTS LOCATED IN THE BOROUGH OF
MANHATTAN IN THE STATE OF NEW YORK, AND AGREES AND CONSENTS THAT SERVICE OF
PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN
CONNECTION WITH THE LOAN DOCUMENTS AND THE OBLIGATION BY SERVICE OF PROCESS AS
PROVIDED BY NEW YORK LAW, (B) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THE LOAN
DOCUMENTS AND THE OBLIGATION BROUGHT IN ANY SUCH COURT, (C) IRREVOCABLY WAIVES
ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN AN AGENT FOR SERVICE OF
PROCESS IN NEW YORK IN CONNECTION WITH ANY SUCH LITIGATION AND TO DELIVER TO
ADMINISTRATIVE AGENT EVIDENCE THEREOF, IF REQUESTED, (E) IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH HEREIN, (F) IRREVOCABLY
AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY PARTY HERETO ARISING OUT OF OR IN
CONNECTION WITH THE LOAN DOCUMENTS OR THE OBLIGATION SHALL BE BROUGHT IN ONE OF
THE AFOREMENTIONED COURTS, AND (G) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY. The scope of each of the foregoing waivers is intended to
be all-encompassing of any and all disputes that may be filed in any court and
that relate to the subject matter of this transaction, including, without
limitation, contract claims, tort claims, breach of duty claims, and all other
common law and statutory claims. The Companies and each other party to the Loan
Documents acknowledge that this waiver is a material inducement to the agreement
of each party hereto to enter into a business relationship, that each has
already relied on this waiver in entering into the Loan Documents, and each will
continue to rely on each of such waivers in related future dealings. The
Companies and each other party to the Loan Documents warrant and represent that
they have reviewed these waivers with their legal


                                                                Credit Agreement
                                       93
<PAGE>

counsel, and that they knowingly and voluntarily agree to each such waiver
following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.10 ARE
IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND
REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of
Litigation, this Agreement may be filed as a written consent to a trial by the
court.

      13.11 Amendments, Consents, Conflicts, and Waivers.

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

            (b) Any amendment to any Loan Document, which purports to (i) change
      the allocation of payments among the Facilities or Subfacilities, (ii)
      decrease the amount of any mandatory or commitment reduction required by
      Section 3.3, or (iii) change this Section 13.11(b), must be by an
      instrument in writing executed by Borrower and by (A) the Term Loan A
      Lenders holding at least 66 2/3% of the Term Loan A Principal Debt
      thereafter; (B) the Term Loan B Lenders holding at least 66 2/3% of the
      Term Loan B Principal Debt; (C) the Term Loan C Lenders holding at least
      66 2/3% of the Term Loan C Principal Debt; and (D) the Revolver Lenders
      holding at least 66 2/3% of the Revolver Commitment or, if there is no
      remaining Revolver Commitment, 66 2/3% of the Revolver Principal Debt.

            (c) Any amendment to or consent or waiver under any Loan Document
      which purports to change the definition of "Change of Control" as set
      forth in Section 1.1, to change the "Change of Control" default provisions
      in Section 10.8, or to amend this Section 13.11(c), must be by an
      instrument in writing and executed (or approved, as the case may be) by
      Lenders holding 75% of either, (A) if the Revolver Commitment remains in
      effect, the sum of the Revolver Commitment plus the Term Loan Principal
      Debt, or (B) if the Revolver Commitment has been terminated, the Principal
      Debt.

            (d) Except as provided in Section 13.11(b), any amendment to or
      consent or waiver under any Loan Document which purports to accomplish any
      of the following must be by an instrument in writing executed by Borrower
      and executed (or approved, as the case may be) by each Lender affected
      thereby, and, in the case of any matter affecting Administrative Agent, by
      Administrative Agent: (i) postpones or delays any date fixed by the Loan
      Documents for any payment (other than mandatory prepayments) of all or any
      part of the Obligation payable to such Lender or Administrative Agent;
      (ii) reduces the interest rate or decreases the amount of any payment of
      principal, interest, fees, or other sums payable to Administrative Agent
      or any such Lender hereunder (except such reductions as are contemplated
      by this Agreement); (iii) changes the definition of "Required Lenders,"
      this Section 13.11(d), or any other provision of the Loan Documents that
      requires the unanimous consent of Lenders; (iv) changes the order of
      application of


                                                                Credit Agreement
                                       94
<PAGE>

      any payment or prepayment set forth in Sections 3.3 and 3.12 in any manner
      that materially affects such Lender or Administrative Agent; (v) except as
      otherwise permitted by any Loan Document (including, without limitation,
      Section 6.4), waives compliance with, amends, or releases all or
      substantially all of the Guaranties; (vi) except as contemplated in
      Section 6.4, releases all or substantially all of the Collateral for the
      Obligation or permits the creation, incurrence, assumption, or existence
      of any Lien on all or substantially all of the Collateral to secure any
      obligations, other than Liens securing the Obligation and Permitted Liens;
      or (vii) changes this clause (d) or any other matter specifically
      requiring the consent of all Lenders hereunder. Without the consent of
      such Lender, no Lender's Committed Sum or Commitment Percentage may be
      increased.

            (e) Any conflict or ambiguity between the terms and provisions of
      this Agreement and terms and provisions in any other Loan Document shall
      be controlled by the terms and provisions of this Agreement.

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

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

      13.13 Successors and Assigns; Assignments and Participations.

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

            (b) Each Lender may assign to one or more Eligible Assignees all or
      a portion of its Rights and obligations under the Loan Documents
      (including, without limitation, all or a portion of its Borrowings and its
      Notes [to the extent any Principal Debt owed to such assigning Lender is
      evidenced by a Note or Notes]); provided, however, that:

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


                                                                Credit Agreement
                                       95
<PAGE>

                  (ii) Except in the case of an assignment to another Lender, an
            Affiliate of any Lender, or an Approved Fund of any Lender, or in
            the case of an assignment of all of a Lender's Rights and
            obligations under the Loan Documents, any such partial assignment
            under any Facility shall not be less than the following amounts for
            the Facility indicated, unless Administrative Agent and, unless a
            Default or Potential Default has occurred and is continuing,
            Borrower consent thereto (in their sole discretion) in writing which
            may be evidenced by their acceptance and execution of the related
            Assignment and Acceptance Agreement):

            ============================================================
            Facility          Minimum Assignment
            ============================================================
            Revolver          Facility $2,500,000 (inclusive of any
                              concurrent assignments under the Term Loan
                              A Facility or the Term Loan B Facility by
                              the assigning Lender to the same assignee)
            ------------------------------------------------------------
            Term              Loan A $2,500,000 (inclusive of any
                              concurrent assignments under the Revolver
                              Facility or the Term Loan B Facility by
                              the assigning Lender to the same assignee)
            ------------------------------------------------------------
            Term Loan B       $1,000,000
            ------------------------------------------------------------
            Term Loan C       $1,000,000
            ============================================================

            ; provided that, no partial assignment for any Facility (including
            any assignment among Lenders) may result in any Lender holding less
            than $500,000 in any Facility;

                  (iii) Each such assignment by a Lender shall be of a
            proportionate part of all of the assigning Lender's Rights and
            obligations under this Agreement and the Notes (to the extent any
            Principal Debt owed to such assigning Lender is evidenced by a Note
            or Notes), except that this clause (iii) shall not be construed to
            prohibit the assignment of a proportionate part of all of the
            assigning Lender's Rights and obligations in respect of one
            Facility;

                  (iv) The parties to such assignment shall execute and deliver
            to Administrative Agent for its acceptance an Assignment and
            Acceptance Agreement substantially in the form of Exhibit F,
            together with any Notes (to the extent any Principal Debt owed to
            such assigning Lender is evidenced by a Note or Notes) subject to
            such assignment and a processing fee of $3,500 (or $2,500 for an
            assignment between Lenders) unless such fee is waived or reduced by
            Administrative Agent; and

                  (v) So long as any Lender is an Agent (other than a Co-Agent
            or Managing Agent) under this Agreement, such Lender (or an
            Affiliate of such Lender) shall retain an economic interest in the
            Loan Documents, will not assign all of its Rights, duties, or
            obligations under the Loan Documents, except to an Affiliate of such
            Lender, and will not enter into any Assignment and Acceptance
            Agreement that would have the effect of such Lender assigning all of
            its Rights, duties, or obligations under the Loan Documents to any


                                                                Credit Agreement
                                       96
<PAGE>

            Person other than an Affiliate of such Lender unless such Agent has
            relinquished such title in accordance with Section 12.1 (with
            respect to Administrative Agent) or Section 12.10 (with respect to
            the other Agents).

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

            (c) Administrative Agent (acting solely for this administrative
      purpose as an agent of Borrower) shall maintain at its address referred to
      in Section 13.3 a copy of each Assignment and Acceptance Agreement
      delivered to and accepted by it and a register for the recordation of the
      names and addresses of Lenders and the Commitment Percentage, and
      principal amount of the Borrowings owing to, each Lender from time to time
      (the "Register"). The entries in the Register shall be conclusive and
      binding for all purposes, absent manifest error, and Borrower,
      Administrative Agent, and the Lenders may treat each Person whose name is
      recorded in the Register as a Lender hereunder for all purposes of the
      Loan Documents. The Register shall be available for inspection by Borrower
      or any Lender at any reasonable time and from time to time upon reasonable
      prior notice. Upon the consummation of any assignment in accordance with
      this Section 13.13, Schedule 2.1 shall automatically be deemed amended (to
      the extent required) by Administrative Agent to reflect the name, address,
      and, where appropriate, the respective Committed Sums under the Facilities
      of the assignor and assignee. No assignment shall be effective until
      recorded in the Register as provided in this Section 13.13(c).

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

            (e) Subject to the provisions of this Section and in accordance with
      applicable Law, any Lender may, in the ordinary course of its commercial
      banking business and in accordance with applicable Law, at any time sell
      to one or more Persons (other than any Company or any Affiliate of any
      Company) (each a "Participant") participating interests in its portion of
      the Obligation. In the event of any such sale to a Participant, (i) such
      Lender shall remain a "Lender" under the Loan Documents and the
      Participant shall not constitute a "Lender" hereunder, (ii) such Lender's
      obligations under the Loan Documents shall remain unchanged, (iii) such
      Lender shall remain solely responsible for the performance thereof, (iv)
      such Lender shall remain the holder of its share of the Principal Debt for
      all purposes under the Loan Documents, (v) Borrower and Administrative
      Agent


                                                                Credit Agreement
                                       97
<PAGE>

      shall continue to deal solely and directly with such Lender in connection
      with such Lender's Rights and obligations under the Loan Documents, and
      (vi) such Lender shall be solely responsible for any withholding Taxes or
      any filing or reporting requirements relating to such participation and
      shall hold Borrower and Administrative Agent and their respective
      successors, permitted assigns, officers, directors, employees, agents, and
      representatives harmless against the same. Participants shall have no
      Rights under the Loan Documents, other than certain voting Rights as
      provided below. Subject to the following, each Lender shall be entitled to
      obtain (on behalf of its Participants) the benefits of Section 4 with
      respect to all participations in its part of the Obligation outstanding
      from time to time, so long as Borrower shall not be obligated to pay any
      amount in excess of the amount that would be due to such Lender under
      Section 4 calculated as though no participations have been made. No Lender
      shall sell any participating interest under which the Participant shall
      have any Rights to approve any amendment, modification, or waiver of any
      Loan Document, except to the extent such amendment, modification, or
      waiver extends the due date for payment of any amount in respect of
      principal (other than mandatory prepayments), interest, or fees due under
      the Loan Documents, reduces the interest rate or the amount of principal
      or fees applicable to the Obligation (except such reductions as are
      contemplated by the Loan Documents), or releases all or substantially all
      of the Guaranties or all or substantially all of the Collateral for the
      Obligation under the Loan Documents (except such releases of Guaranties or
      Collateral as are contemplated in Section 6.4); provided that, in those
      cases where a Participant is entitled to the benefits of Section 4 or a
      Lender grants Rights to its Participants to approve amendments to or
      waivers of the Loan Documents respecting the matters previously described
      in this sentence, such Lender must include a voting mechanism in the
      relevant participation agreement or agreements, as the case may be,
      whereby a majority of such Lender's portion of the Obligation (whether
      held by such Lender or Participant) shall control the vote for all of such
      Lender's portion of the Obligation. Except in the case of the sale of a
      participating interest to another Lender, the relevant participation
      agreement shall not permit the Participant to transfer, pledge, assign,
      sell participations in, or otherwise encumber its portion of the
      Obligation, unless the consent of the transferring Lender (which consent
      will not be unreasonably withheld) has been obtained.

            (f) Notwithstanding any other provision set forth in this Agreement,
      any Lender may, without notice to, or consent of Borrower or
      Administrative Agent, at any time assign and pledge all or any portion of
      its Borrowings and its Notes (to the extent any Principal Debt owed to
      such assigning Lender is evidenced by a Note or Notes) to any Federal
      Reserve Bank as collateral security pursuant to Regulation A and any
      Operating Circular issued by such Federal Reserve Bank or any Lender which
      is a fund may pledge all or any portion of its Borrowings and its Notes
      (to the extent any Principal Debt owed to such assigning Lender is
      evidenced by a Note or Notes) to any trustee or to any other
      representative of holders of obligations owed or securities issued by such
      fund as security for such obligations or securities; provided that any
      transfer to any Person upon the enforcement of such pledge or security
      interest may only be made subject to this Section 13.13. No such
      assignment shall release the assigning Lender from its obligations
      hereunder.

            (g) Any Lender may furnish any information concerning the Companies
      in the possession of such Lender from time to time to Eligible Assignees
      and Participants (including prospective Eligible Assignees and
      Participants) and to counterparties under a Financial Hedge issued by a
      Lender or an Affiliate of a Lender to the extent permitted by the Loan
      Documents.


                                                                Credit Agreement
                                       98
<PAGE>

      13.14 Confidentiality. Administrative Agent and each Lender (each, a
"Lending Party") agrees to keep confidential any information furnished or made
available to it by the Companies in the course of inspections conducted pursuant
to Section 9.4 if such information has been marked "confidential"; provided that
nothing herein shall prevent any Lending Party from disclosing such information
(a) to any other Lending Party or any Affiliate of any Lending Party, or any
officer, director, employee, agent, or advisor of any Lending Party or Affiliate
of any Lending Party, (b) to any other Person if reasonably incidental to the
administration of the credit facility provided herein, (c) as required by any
Law, (d) upon the order of any Governmental Authority, (e) upon the request or
demand of any Governmental Authority, (f) that is or becomes available to the
public or that is or becomes available to any Lending Party other than as a
result of a disclosure by any Lending Party prohibited by this Agreement, (g) in
connection with any litigation to which such Lending Party or any of its
Affiliates may be a party, (h) to the extent necessary in connection with the
exercise of any remedy under the Loan Documents, (i) subject to provisions
substantially similar to those contained in this Section, to any actual or
proposed Participant or Assignee,(j) to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the provisions of this
Section 13.14, and (k) to the National Association of Insurance Commissioners or
any similar organization or any nationally recognized rating agency that
requires access to information about a Lender's investment portfolio in
connection with ratings issued with respect to such Lender.

      13.15 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. The obligations of each Company under the Loan Documents shall
remain in full force and effect until termination of the Total Commitment,
payment in full of the Principal Debt and of all interest, fees, and other
amounts of the Obligation then due and owing, and expiration of all LCs, except
that Sections 4, 11, and 13, and any other provisions under the Loan Documents
expressly intended to survive by the terms hereof or by the terms of the
applicable Loan Documents, shall survive such termination. If at any time any
payment of the principal of or interest on any Note or any other amount payable
by any Company under any Loan Document is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy, or reorganization of such
Company or otherwise, the obligations of each Company under the Loan Documents
with respect to such payment shall be reinstated as though such payment had been
due but not made at such time.

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


                                                                Credit Agreement
                                       99
<PAGE>

      Signature Page to that certain Credit Agreement dated as of the date first
set forth above, among ACC Acquisition Co. (including it successor by merger,
American Cellular Corporation), as Borrower, Bank of America, N.A., as
Administrative Agent, and certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.

Attest:                                 ACC ACQUISITION CO. (including its
                                        successor by merger, American Cellular
                                        Corporation), Borrower


By: /s/ Ronald L. Ripley                By: /s/ Everett R. Dobson
    ----------------------------            ---------------------
    Ronald L. Ripley, Secretary             Everett R. Dobson, Chairman of
                                            Board/Chief Financial Officer

Address:   13439 N. Broadway Extension
           Suite 200
           Oklahoma City, OK 73114
Telephone: 405-529-8500
Facsimile: 405-529-8765

Address:   Bank of America, N.A.        BANK OF AMERICA, N.A.,
           901 Main Street, 64th Floor  as Administrative Agent and as a Lender
           Dallas, Texas  75202
Telephone: 214-209-2126
Facsimile: 214-209-9390                 By: /s/ Julie A. Schell
                                            -------------------------------
                                            Julie A. Schell, Vice President


                                                                Credit Agreement
<PAGE>

      Signature Page to that certain Credit Agreement dated as of the date first
set forth above, among ACC Acquisition Co. (including it successor by merger,
American Cellular Corporation), as Borrower, Bank of America, N.A., as
Administrative Agent, and certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.

      Parent hereby acknowledges that it has reviewed this Credit Agreement and
agrees that (i) the representations and covenants contained herein apply to
Parent and (ii) Parent shall cause the Companies to comply with the Loan
Documents and shall cause Manager to operate and manage the Companies in
compliance with the Loan Documents.


                                    ACC ACQUISITION, LLC, Parent, by its Members

Address:   7277 164th Avenue, N.E.       AT&T WIRELESS SERVICES JV CO.
           Redmond, WA 98052
Telephone: 425-580-5000
Facsimile: 425-580-8405                  By: /s/ Michael C. Schwartz
                                             -----------------------------------
                                             Michael C. Schwartz, Vice President

Address:   13439 N. Broadway        DOBSON JV COMPANY
           Extension
           Suite 200
           Oklahoma City, OK 73114  By: /s/ Ronald L. Ripley
Telephone: 405-529-8500                 --------------------------------
Facsimile: 405-529-8765                 Ronald L. Ripley, Vice President


                                                                Credit Agreement
<PAGE>

      Signature Page to that certain Credit Agreement dated as of the date first
set forth above, among ACC Acquisition Co. (including it successor by merger,
American Cellular Corporation), as Borrower, Bank of America, N.A., as
Administrative Agent, and certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.

ABN AMRO BANK, N.V., as Managing Agent and a Lender

By: /s/ Thomas Byrne
    ------------------------------------------------
    Thomas Byrne, Senior Vice President

By: /s/ Ravneet Mumick
    ------------------------------------------------
    Ravneet Mumick, Vice President


ALLFIRST BANK, as a Lender

By: /s/ Timothy Knabe
    ------------------------------------------------
    Timothy Knabe, Vice President


THE BANK OF NEW YORK, as Managing Agent and a Lender

By: /s/ Andrew Moore
    ------------------------------------------------
    Andrew Moore, Vice President


THE BANK OF NOVA SCOTIA, as Managing Agent and a Lender

By: /s/ Vincent J. Fitzgerald
    ------------------------------------------------
    Vincent J. Fitzgerald, Jr., Authorized Signatory


THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, as a Lender

By: /s/ Stuart Gibson
    ------------------------------------------------
    Stuart Gibson, Director


BANKERS TRUST COMPANY, as Managing Agent and a Lender

By: /s/ Susan L. LeFevre
    ------------------------------------------------
    Susan L. LeFevre, Director


BANQUE NATIONALE DE PARIS, as a Lender

By: /s/ Nuala Marley
    ------------------------------------------------
    Nuala Marley, Vice President

By: /s/ James Veneau
    ------------------------------------------------
    James Veneau, Assistant Vice President


BARCLAYS BANK PLC, as Co-Documentation Agent and a Lender

By: /s/ Daniele Iacovone
    ------------------------------------------------
    Daniele Iacovone, Associate Director


BAVARIA TRR CORPORATION, as a Lender

By: /s/ Frank B. Bilotta
    ------------------------------------------------
    Frank B. Bilotta, Vice President


CIBC INC., as a Lender

By: /s/ Laura Hom
    ------------------------------------------------
    Laura Hom, Executive Director
    CIBC World Markets Corp., as Agent


CIBC WORLD MARKETS CORP., as Co-Documentation Agent

By: /s/ Laura Hom
    ------------------------------------------------
    Laura Hom, Executive Director
    CIBC World Markets Corp.


                                                                Credit Agreement
<PAGE>

      Signature Page to that certain Credit Agreement dated as of the date first
set forth above, among ACC Acquisition Co. (including it successor by merger,
American Cellular Corporation), as Borrower, Bank of America, N.A., as
Administrative Agent, and certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.

THE CIT GROUP/EQUIPMENT FINANCING, INC., as a Lender

By: /s/ Barry Blailock
    ------------------------------------------------
    Barry Blailock, Assistance Vice
    President/Credit


COBANK, ACB, as Managing Agent and a Lender

By: /s/ Anita Youngblut
    ------------------------------------------------
    Anita Youngblut, Vice President


THE DAI-ICHI KANGYO BANK, LTD., as a Lender

By: /s/ Daniel Guevara
    ------------------------------------------------
    Daniel Guevara, Assistance Vice President


DEXIA CREDIT LOCAL DE FRANCE - NEW YORK AGENCY, as a Lender

By: /s/ David Eisendrath
    ------------------------------------------------
    David Eisendrath, Deputy General
    Manager

By: /s/ John Flaherty
    ------------------------------------------------
    John Flaherty, Vice President


DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Co-Agent and a Lender

By: /s/ William E. Lambert
    ------------------------------------------------
    William E. Lambert, Vice President

By: /s/ Constance Loosemore
    ------------------------------------------------
    Constance Loosemore, Assistant Vice
    President


FIRST HAWAIIAN BANK, as a Lender

By: /s/ Travis Ruetenik
    ------------------------------------------------
    Travis Ruetenik, Assistant Vice President


FIRST UNION NATIONAL BANK, as a Lender

By: /s/ Chris Kalmbach
    ------------------------------------------------
    Chris Kalmbach, Vice President


FREMONT INVESTMENT & LOAN, as a Lender

By: /s/ Kannika Viravan
    ------------------------------------------------
    Kannika Viravan, Vice President


GALAXY CLO 1999-1, LTD., as a Lender

By: SAI INVESTMENT ADVISORS, INC., its Collateral Manager

    By: /s/ Lynn A. Hopton
        --------------------------------------------
        Lynn A. Hopton, Vice President


HELLER FINANCIAL, INC., as a Lender

By: /s/ K. Craig Gallehugh
    ------------------------------------------------
    K. Craig Gallehugh, Vice President


IBM CREDIT CORPORATION, as a Lender

By: /s/ Ronald J. Bachner
    ------------------------------------------------
    Ronald J. Bachner, Manager, Commercial
    & Specialty Financing Americas


                                                                Credit Agreement
<PAGE>

      Signature Page to that certain Credit Agreement dated as of the date first
set forth above, among ACC Acquisition Co. (including it successor by merger,
American Cellular Corporation), as Borrower, Bank of America, N.A., as
Administrative Agent, and certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.

THE INDUSTRIAL BANK OF JAPAN, LIMITED, as a Lender

By: /s/ William Kennedy
    ------------------------------------------------
    William Kennedy, Senior Vice President


JACKSON NATIONAL LIFE INSURANCE COMPANY C/O PPM AMERICA, INC., as a Lender

        By: PPM America, Inc., as Attorney- in-fact

        By: /s/ John Walding
            ----------------------------------------
            John Walding, Managing Director


KEMPER FLOATING RATE FUND, as a Lender

By: /s/ Mark E. Wittnebel
    ------------------------------------------------
    Mark E. Wittnebel, Senior Vice President


KEY CORPORATE CAPITAL INC., as a Lender

By: /s/ Tim Willard
    ------------------------------------------------
    Tim Willard, Vice President


KZH CNC LLC, as a Lender

By: /s/ Scott Hignett
    ------------------------------------------------
    Scott Hignett, Authorized Agent


KZH CRESCENT-2 LLC, as a Lender

By: /s/ Virginia Conway
    ------------------------------------------------
    Virginia Conway, Authorized Agent


KZH CRESCENT-3 LLC, as a Lender

By: /s/ Virginia Conway
    ------------------------------------------------
    Virginia Conway, Authorized Agent


KZH ING-1 LLC, as a Lender

By: /s/ Virginia Conway
    ------------------------------------------------
    Virginia Conway, Authorized Agent


KZH ING-2 LLC, as a Lender

By: /s/ Ann Turlip
    ------------------------------------------------
    Ann Turlip, Authorized Agent


KZH ING-3 LLC, as a Lender

By: /s/ Ann Turlip
    ------------------------------------------------
    Ann Turlip, Authorized Agent


KZH SHOSHONE LLC, as a Lender

By: /s/ Shari Goldstein
    ------------------------------------------------
    Shari Goldstein, Authorized Agent


KZH SOLEIL LLC, as a Lender

By: /s/ Scott Hignett
    ------------------------------------------------
    Scott Hignett, Authorized Agent


                                                                Credit Agreement
<PAGE>

      Signature Page to that certain Credit Agreement dated as of the date first
set forth above, among ACC Acquisition Co. (including it successor by merger,
American Cellular Corporation), as Borrower, Bank of America, N.A., as
Administrative Agent, and certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.

KZH SOLEIL-2 LLC, as a Lender

By: /s/ Shari Goldstein
    ------------------------------------------------
    Shari Goldstein, Authorized Agent


LEHMAN COMMERCIAL PAPER INC., as Co-Syndication Agent and a Lender

By: /s/ Michele Swanson
    ------------------------------------------------
    Michele Swanson, Authorized Signatory


MERCANTILE BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Michael J. Homeyer
    ------------------------------------------------
    Michael J. Homeyer, Assistant Vice
    President


THE MITSUBISHI TRUST AND BANKING CORPORATION, as a Lender

By: /s/ Beatrice E. Kossodo
    ------------------------------------------------
    Beatrice E. Kossodo, Senior Vice President


MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST, as a Lender

By: /s/ Sheila H. Finnerty
    ------------------------------------------------
    Sheila H. Finnerty, Senior Vice President


MUIRFIELD TRADING LLC, as a Lender

By: /s/ Ashley Hamilton
    ------------------------------------------------
    Ashley Hamilton, Vice President


OPPENHEIMER HARBOURVIEW CBO I, LTD., as a Lender

By: /s/ Robert Bishop
    ------------------------------------------------
    Robert Bishop, Vice President


OPPENHEIMER SENIOR FLOATING RATE FUND, as a Lender

By: /s/ Robert Bishop
    ------------------------------------------------
    Robert Bishop, Vice President


PARIBAS CAPITAL FUNDING LLC, as a Lender

By: /s/ M.S. Alexander
    ------------------------------------------------
    M.S. Alexander, its Director


PILGRAM PRIME RATE TRUST, as a Lender

By: Pilgrim Investments, Inc., as its investment manager

        By: /s/ Robert L. Wilson
            ----------------------------------------
            Robert L. Wilson, Vice President


PNC BANK, NATIONAL ASSOCIATION, as Managing Agent and a Lender

By: /s/ Thomas A. Coates
    ------------------------------------------------
    Thomas A. Coates, Vice President


                                                                Credit Agreement
<PAGE>

      Signature Page to that certain Credit Agreement dated as of the date first
set forth above, among ACC Acquisition Co. (including it successor by merger,
American Cellular Corporation), as Borrower, Bank of America, N.A., as
Administrative Agent, and certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.

PPM SPYGLASS FUNDING TRUST, as a Lender

By: /s/ Kelly C. Walker
    ------------------------------------------------
    Kelly C. Walker, Authorized Agent


THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH, as a Lender

By: /s/ Naoya Takeuchi
    ------------------------------------------------
    Naoya Takeuchi, Deputy General Manager


SUNTRUST BANK , as a Lender

By: /s/ W. David Wisdom
    ------------------------------------------------
    W. David Wisdom, Vice President


SYNDICATED LOAN FUNDING TRUST, as a Lender

By: LEHMAN COMMERCIAL PAPER INC., not in its individual capacity, but solely as
    Asset Manager

        By: /s/ Michele Swanson
            ----------------------------------------
            Michele Swanson, Authorized Signatory


TORONTO DOMINION (TEXAS), INC., as a Lender

By: /s/ Ann S. Slanis
    ------------------------------------------------
    Ann S. Slanis, Vice President


TD SECURITES (USA) INC., as Co-Syndication Agent

By: /s/ M. Bernadette Collins
    ------------------------------------------------
    M. Bernadette Collins, Managing Director


UNION BANK OF CALIFORNIA, N.A., as Managing Agent and a Lender

By: /s/ Keith M. Wilson
    ------------------------------------------------
    Keith M. Wilson, Vice President


U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Thomas G. Gunder
    ------------------------------------------------
    Thomas G. Gunder, Vice President


WEBSTER BANK, as a Lender

By: /s/ Barbara E. Hillmeyer
    ------------------------------------------------
    Barbara E. Hillmeyer, Vice President


WESTDEUTSCHE LANDESBANK GIROZENTRALE  NEW YORK BRANCH, as Managing Agent
and a Lender

By: /s/ Michael Wynne
    ------------------------------------------------
    Michael Wynne, Managing Director

By: /s/ Michael Peist
    ------------------------------------------------
    Michael Peist, Vice President


                                                                Credit Agreement
<PAGE>

      Signature Page to that certain Credit Agreement dated as of the date first
set forth above, among ACC Acquisition Co. (including it successor by merger,
American Cellular Corporation), as Borrower, Bank of America, N.A., as
Administrative Agent, and certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.


                                                                Credit Agreement
<PAGE>

                                   EXHIBIT A-1
                              FORM OF REVOLVER NOTE

$_____________                                             ____________ __, ____

      FOR VALUE RECEIVED, the undersigned, ACC ACQUISITION CO. (including its
successor by merger, American Cellular Corporation) ("Borrower"), hereby
promises to pay to the order of ______________________ ("Lender"), at the
offices of BANK OF AMERICA, N.A., as Administrative Agent for Lender and others
as hereinafter described, on the Termination Date for the Revolver Facility, the
lesser of (a) $_______________ and (b) the aggregate Revolver Principal Debt
disbursed by Lender to Borrower and outstanding and unpaid on the Termination
Date for the Revolver Facility (together with accrued and unpaid interest
thereon).

      This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of February 25, 2000 (as amended,
modified, supplemented, or restated from time to time, the "Credit Agreement"),
among Borrower, ACC Acquisition LLC, Administrative Agent, and Lender and other
lenders and Agents party thereto, and is one of the "Revolver Notes" referred to
therein. Unless defined herein, capitalized terms used herein that are defined
in the Credit Agreement have the meaning given to such terms in the Credit
Agreement. Reference is made to the Credit Agreement for provisions affecting
this note regarding applicable interest rates, principal and interest payment
dates, final maturity, voluntary and mandatory prepayments, acceleration of
maturity, exercise of Rights, payment of attorneys' fees, court costs, and other
costs of collection, certain waivers by Borrower and others now or hereafter
obligated for payment of any sums due hereunder and security for the payment
hereof. Without limiting the immediately preceding sentence, reference is made
to Section 3.9 of the Credit Agreement for usury savings provisions.

      THIS NOTE AND THE OTHER LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES
OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION HEREOF.

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                                            Corporation)


                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________


                                                                     Exhibit A-1
<PAGE>

                                   EXHIBIT A-2
                            FORM OF TERM LOAN A NOTE

$_____________                                             ____________ __, ____

      FOR VALUE RECEIVED, the undersigned, ACC ACQUISITION CO. (including its
successor by merger, American Cellular Corporation) ("Borrower"), hereby
promises to pay to the order of ______________________ ("Lender"), at the
offices of BANK OF AMERICA, N.A., as Administrative Agent for Lender and others
as hereinafter described, on the Termination Date for the Term Loan A Facility,
the lesser of (a) $_______________ and (b) the aggregate Term Loan A Principal
Debt owed by Borrower to Lender pursuant to the Loan Documents (together with
accrued and unpaid interest thereon) at such interest rates, on such dates, and
in such amounts as are specified in the Credit Agreement (hereinafter defined).

      This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of February 25, 2000 (as amended,
modified, supplemented, or restated from time to time, the "Credit Agreement"),
among Borrower, ACC Acquisition LLC, Administrative Agent, and Lender and other
lenders and Agents party thereto, and is one of the "Term Loan A Notes" referred
to therein. Unless defined herein, capitalized terms used herein that are
defined in the Credit Agreement have the meaning given to such terms in the
Credit Agreement. Reference is made to the Credit Agreement for provisions
affecting this note regarding applicable interest rates, principal and interest
payment dates, final maturity, voluntary and mandatory prepayments, acceleration
of maturity, exercise of Rights, payment of attorneys' fees, court costs, and
other costs of collection, certain waivers by Borrower and others now or
hereafter obligated for payment of any sums due hereunder and security for the
payment hereof. Without limiting the immediately preceding sentence, reference
is made to Section 3.9 of the Credit Agreement for usury savings provisions.

      THIS NOTE AND THE OTHER LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES
OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION HEREOF.

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                           Corporation)


                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________


                                                                     Exhibit A-2
<PAGE>

                                   EXHIBIT A-3
                            FORM OF TERM LOAN B NOTE

$_____________                                             ____________ __, ____

      FOR VALUE RECEIVED, the undersigned, ACC ACQUISITION CO. (including its
successor by merger, American Cellular Corporation) ("Borrower"), hereby
promises to pay to the order of ______________________ ("Lender"), at the
offices of BANK OF AMERICA, N.A., as Administrative Agent for Lender and others
as hereinafter described, on the Termination Date for the Term Loan B Facility,
the lesser of (a) $_______________ and (b) the aggregate Term Loan B Principal
Debt owed by Borrower to Lender pursuant to the Loan Documents (together with
accrued and unpaid interest thereon) at such interest rates, on such dates, and
in such amounts as are specified in the Credit Agreement (hereinafter defined).

      This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of February 25, 2000 (as amended,
modified, supplemented, or restated from time to time, the "Credit Agreement"),
among Borrower, ACC Acquisition LLC, Administrative Agent, and Lender and other
lenders and Agents party thereto, and is one of the "Term Loan B Notes" referred
to therein. Unless defined herein, capitalized terms used herein that are
defined in the Credit Agreement have the meaning given to such terms in the
Credit Agreement. Reference is made to the Credit Agreement for provisions
affecting this note regarding applicable interest rates, principal and interest
payment dates, final maturity, voluntary and mandatory prepayments, acceleration
of maturity, exercise of Rights, payment of attorneys' fees, court costs, and
other costs of collection, certain waivers by Borrower and others now or
hereafter obligated for payment of any sums due hereunder and security for the
payment hereof. Without limiting the immediately preceding sentence, reference
is made to Section 3.9 of the Credit Agreement for usury savings provisions.

      THIS NOTE AND THE OTHER LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES
OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION HEREOF.

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                           Corporation)


                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________


                                                                     Exhibit A-3
<PAGE>

                                   EXHIBIT A-4
                            FORM OF TERM LOAN C NOTE

$_____________                                             ____________ __, ____

      FOR VALUE RECEIVED, the undersigned, ACC ACQUISITION CO. (including its
successor by merger, American Cellular Corporation) ("Borrower"), hereby
promises to pay to the order of ______________________ ("Lender"), at the
offices of BANK OF AMERICA, N.A., as Administrative Agent for Lender and others
as hereinafter described, on the Termination Date for the Term Loan C Facility,
the lesser of (a) $_______________ and (b) the aggregate Term Loan C Principal
Debt owed by Borrower to Lender pursuant to the Loan Documents (together with
accrued and unpaid interest thereon) at such interest rates, on such dates, and
in such amounts as are specified in the Credit Agreement (hereinafter defined).

      This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of February 25, 2000 (as amended,
modified, supplemented, or restated from time to time, the "Credit Agreement"),
among Borrower, ACC Acquisition LLC, Administrative Agent, and Lender and other
lenders and Agents party thereto, and is one of the "Term Loan C Notes" referred
to therein. Unless defined herein, capitalized terms used herein that are
defined in the Credit Agreement have the meaning given to such terms in the
Credit Agreement. Reference is made to the Credit Agreement for provisions
affecting this note regarding applicable interest rates, principal and interest
payment dates, final maturity, voluntary and mandatory prepayments, acceleration
of maturity, exercise of Rights, payment of attorneys' fees, court costs, and
other costs of collection, certain waivers by Borrower and others now or
hereafter obligated for payment of any sums due hereunder and security for the
payment hereof. Without limiting the immediately preceding sentence, reference
is made to Section 3.9 of the Credit Agreement for usury savings provisions.

      THIS NOTE AND THE OTHER LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES
OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION HEREOF.

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                           Corporation)


                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________


                                                                     Exhibit A-4
<PAGE>

                                   EXHIBIT A-5
                             FORM OF SWING LINE NOTE

$_____________                                             ____________ __, ____

      FOR VALUE RECEIVED, the undersigned, ACC ACQUISITION CO. (including its
successor by merger, American Cellular Corporation) ("Borrower"), hereby
promises to pay to the order of BANK OF AMERICA, N.A. ("Lender"), the lesser of
(i) $ and (ii) the Swing Line Principal Debt disbursed by Lender to Borrower
(together with accrued and unpaid interest thereon) at such interest rates, on
such dates, and in such amounts as are specified in the Credit Agreement
(hereinafter defined).

      This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of February 25, 2000 (as amended,
modified, supplemented, or restated from time to time, the "Credit Agreement"),
among Borrower, ACC Acquisition LLC, Administrative Agent, and Lender and other
lenders and Agents party thereto, and is the "Swing Line Note" referred to
therein. Unless defined herein, capitalized terms used herein that are defined
in the Credit Agreement have the meaning given to such terms in the Credit
Agreement. Reference is made to the Credit Agreement for provisions affecting
this note regarding applicable interest rates, principal and interest payment
dates, final maturity, voluntary and mandatory prepayments, acceleration of
maturity, exercise of Rights, payment of attorneys' fees, court costs and other
costs of collection, certain waivers by Borrower and others now or hereafter
obligated for payment of any sums due hereunder and security for the payment
hereof. Without limiting the immediately preceding sentence, reference is made
to Section 3.9 of the Credit Agreement for usury savings provisions.

      THIS NOTE AND THE OTHER LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES
OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION HEREOF.

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                           Corporation)


                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________


                                                                     Exhibit A-5
<PAGE>

                                          EXHIBIT B-1

                                   FORM OF BORROWING NOTICE
                                   ------------------------
                                (American Cellular Corporation)

                                    -------------- --, ----

Bank of America, N.A.
        as Administrative Agent for the
        Lenders as defined in the Credit
        Agreement referred to below
Bank of America Plaza, 14th Floor
901 Main Street
Dallas, TX   75202
Attn:   Judy Schneidmiller
Fax:     214-209-2118

        Reference is made to the Credit Agreement, dated as of February 25, 2000
(as amended, modified, supplemented, or restated from time to time, the "Credit
Agreement"), among ACC Acquisition Co. (including its successor by merger,
American Cellular Corporation) ("Borrower"), ACC Acquisition LLC, as Parent,
Bank of America, N.A., as Administrative Agent, and other Agents and Lenders
party thereto. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement. Borrower
hereby gives you notice pursuant to the Credit Agreement that it requests a
Borrowing (other than a Swing Line Borrowing) under the Credit Agreement, and in
that connection sets forth below the terms on which such Borrowing is requested
to be made:

<TABLE>
<CAPTION>
                                                ------------------------------------------------------
                                                                        Term        Term        Term
                                                         Revolver      Loan A      Loan B      Loan C
                                                         Facility     Facility    Facility    Facility
                                                ------------------------------------------------------
<S>                                                      <C>          <C>         <C>         <C>
(A) Specify (with an "X") if Borrowing is
    under Revolver Facility, Term Loan A
    Facility, Term Loan B Facility, or Term
    Loan C Facility.                            (A)      ________     ________    ________    ________

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

(C) Amount of Borrowing (2)                     (C)      ________     ________    ________    ________

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

(E) For a Eurodollar Rate Borrowing, the
    Interest Period and the last day the
    last day thereof (4)                        (E)      ________     ________    ________    ________
                                                ------------------------------------------------------
</TABLE>

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

            (a) The requested Borrowing will not cause the Principal Debt to
      exceed the Total Commitment; if the Borrowing is a Borrowing under the
      Revolver Facility, the Borrowing will not


                                                                     Exhibit B-1
<PAGE>

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

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

            (c) $_________________ of the requested Borrowings is to be used for
      _________________; $____________________________ is to be used for
      __________________________; and $_________________ is to be used for
      _________________;

            (d) No change which would reasonably be expected to be a Material
      Adverse Event has occurred in the financial conditions, operations, or
      businesses of the Companies since the date of the quarterly and audited
      annual financial statements most recently delivered by Borrower and Parent
      to Lenders pursuant to Sections 7.1, 9.3(a), or 9.3(b) of the Credit
      Agreement;

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

            (f) If all or part of the requested Borrowing will be used to
      finance an Acquisition, Borrower has complied with and delivered (or shall
      comply with and deliver on or prior to the date of the requested
      Borrowing) the items required by Section 7.2 and Schedule 7.2;

            (g) Borrower has complied with and delivered (or shall comply with
      and deliver on or prior to the date of the requested Borrowing) the items
      required by Section 7.3(h); and

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

                           Very truly yours,

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                           Corporation)


                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________


                                                                     Exhibit B-1
                                        2
<PAGE>

Rate:____________________
Confirmed by:____________

(1)   For any Borrowing under the Revolver Facility, must be a Business Day
      occurring prior to the Termination Date for the Revolver Facility and be
      at least (a) three Business Days following receipt by Administrative Agent
      of this Borrowing Notice for any Eurodollar Rate Borrowing, and (b) one
      Business Day following receipt by Administrative Agent of this Borrowing
      Notice for any Base Rate Borrowing. For any Borrowing under any Term
      Facility, must be the Closing Date.
(2)   Not less than $7,000,000 or an integral multiple of $1,000,000 if a
      Eurodollar Rate Borrowing under the Revolver Facility or $3,000,000 or an
      integral multiple of $100,000 if a Base Rate Borrowing under the Revolver
      Facility.
(3)   Eurodollar Rate Borrowing or Base Rate Borrowing.
(4)   1, 2, 3, or 6 months; in no event may the Interest Period for any Facility
      end after the Termination Date for that Facility.


                                                                     Exhibit B-1
                                       3
<PAGE>

                                   EXHIBIT B-2

                            FORM OF CONVERSION NOTICE
                         (American Cellular Corporation)

                             ______________ __, ____

Bank of America, N.A.
        as Administrative Agent for the
        Lenders as defined in the Credit
        Agreement referred to below
Bank of America Plaza, 14th Floor
901 Main Street
Dallas, TX 75202
Attn: Judy Schneidmiller
Fax: 214-209-2118

      Reference is made to the Credit Agreement, dated as of February 25, 2000
(as amended, modified, supplemented, or restated from time to time, the "Credit
Agreement"), among ACC Acquisition Co. (including its successor by merger,
American Cellular Corporation) ("Borrower"), ACC Acquisition LLC, as Parent,
Bank of America, N.A., as Administrative Agent, and other Agents and Lenders
party thereto. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement. Borrower
hereby gives you notice pursuant to Section 3.11 of the Credit Agreement that it
elects to convert a Borrowing under the Credit Agreement from one Type to
another Type or elects a new Interest Period for a Eurodollar Rate Borrowing,
and in that connection sets forth below the terms on which such election is
requested to be made:

<TABLE>
<CAPTION>
                                                  ------------------------------------------------------
                                                                          Term        Term        Term
                                                           Revolver      Loan A      Loan B      Loan C
                                                           Facility     Facility    Facility    Facility
                                                  ------------------------------------------------------
<S>                                                        <C>          <C>         <C>         <C>
(A)     Specify (with an "X") if Borrowing is
        under Revolver Facility, Term Loan A
        Facility, Term Loan B Facility, or Term
        Loan C Facility.                           (A)      ________     ________    ________    ________

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

(C)     Principal amount of existing Borrowing
        being converted or continued(2)            (C)      ________     ________    ________    ________

(D)     New Type of Borrowing selected (or Type
        of Borrowing continued)(3)                 (D)      ________     ________    ________    ________

(E)     For conversion to, or continuation of, a
        Eurodollar Rate Borrowing, Interest
        Period and the last day thereof(4)         (E)      ________     ________    ________    ________
                                                   ------------------------------------------------------
</TABLE>


                                                                     Exhibit B-2
<PAGE>

      As of the date hereof and of the requested Conversion, no Default or
Potential Default has occurred and is continuing.

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

                           Very truly yours,

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                           Corporation)

                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________

Rate:__________________

Confirmed by:__________

(1)   Must be a Business Day at least (a) three Business Days following receipt
      by Administrative Agent of this Conversion Notice for any conversion from
      a Base Rate Borrowing to a Eurodollar Rate Borrowing or a continuation of
      a Eurodollar Rate Borrowing for an additional Interest Period, and (b) one
      Business Day following receipt by Administrative Agent of this Conversion
      Notice for a conversion from a Eurodollar Rate Borrowing to a Base Rate
      Borrowing.
(2)   Not less than $7,000,000 or a greater integral multiple of $1,000,000 or
      such lesser amount as may be outstanding under any Facility (if a
      Eurodollar Rate Borrowing).
(3)   Eurodollar Rate Borrowing or Base Rate Borrowing.
(4)   1, 2, 3, or 6 months; in no event may the Interest Period for any Facility
      end after the Termination Date for that Facility.


                                                                     Exhibit B-2
                                       2
<PAGE>

                                   EXHIBIT B-3

                               FORM OF LC REQUEST
                         (American Cellular Corporation)

                             ______________ __, ____

Bank of America, N.A.
        as Administrative Agent for the
        Lenders as defined in the Credit
        Agreement referred to below
Bank of America Plaza, 14th Floor
901 Main Street
Dallas, TX 75202
Attn: Judy Schneidmiller
Fax: 214-209-2118

      Reference is made to the Credit Agreement, dated as of February 25, 2000
(as amended, modified, supplemented, or restated from time to time, the "Credit
Agreement"), among ACC Acquisition Co. (including its successor by merger,
American Cellular Corporation) ("Borrower"), ACC Acquisition LLC, as Parent,
Bank of America, N.A., as Administrative Agent, and other Agents and Lenders
party thereto. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement. Borrower
hereby gives you notice pursuant to Section 2.5(a) of the Credit Agreement that
it requests the issuance of an LC under the LC Subfacility, and in that
connection sets forth below the terms on which such LC is requested to be
issued:

(A)     Face amount of the LC (1)                     __________________________
(B)     Date on which the LC is to be issued (2)            ____________________
(C)     Expiration date of the LC (3)                       ____________________

      Accompanying this notice is a duly executed and properly completed LC
Agreement in the form requested by Administrative Agent, together with the
payment of any LC Fees due and payable pursuant to Section 5.4 of the Credit
Agreement.

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

            (a) the issuance of the requested LC will not cause the Revolver
      Commitment Usage to exceed the Revolver Commitment;

            (b) the issuance of the requested LC will not cause the LC Exposure
      to exceed $50,000,000;


                                                                     Exhibit B-3
<PAGE>

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

            (d) No change which would reasonably be expected to be a Material
      Adverse Event has occurred in the financial conditions, operations, or
      businesses of the Companies since the date of the quarterly and audited
      annual financial statements most recently delivered by Borrower and Parent
      to Lenders pursuant to Sections 7.1, 9.3(a), or 9.3(b) of the Credit
      Agreement;

            (e) no Default or Potential Default has occurred and is continuing
      or will arise after giving effect to the requested LC.

                           Very truly yours,

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                           Corporation)

                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________

Rate:____________________
Confirmed by:_______________________

      (1)   Amount of requested LC plus the LC Exposure shall not exceed
            $50,000,000 (as the maximum amount of such LC Subfacility may be
            reduced or canceled in accordance with the Loan Documents).
      (2)   Must be a Business Day at least three Business Days following
            receipt by Administrative Agent of this LC Request.
      (3)   Not later than the earlier of one year from the date of issuance or
            30 days prior to the Termination Date for the Revolver Facility.


                                                                     Exhibit B-3
                                        2
<PAGE>

                                    EXHIBIT C

                                FORM OF GUARANTY

      THIS GUARANTY is executed as of , 2000, [jointly and severally] by the
undersigned ([each a] "Guarantor" [and collectively the "Guarantors"]), for the
benefit of BANK OF AMERICA, N.A., a national banking association (in its
capacity as Administrative Agent for the benefit of Lenders).

                                    RECITALS

      A. ACC Acquisition Co., (including its successor by merger, American
Cellular Corporation) ("Borrower"), ACC Acquisition LLC, as Parent, Bank of
America, N.A., as Administrative Agent (including its permitted successors and
assigns in such capacity, "Administrative Agent"), and Lenders now or hereafter
party to the Credit Agreement (including their respective permitted successors
and assigns, "Lenders") have entered into a Credit Agreement, dated as of
February 25, 2000 (as amended, modified, supplemented, or restated from time to
time, the "Credit Agreement");

      B. Provisions of the Credit Agreement permit Guarantor[s] to directly or
indirectly receive proceeds of Borrowings made pursuant thereto; and

      C. This Guaranty is integral to the transactions contemplated by the Loan
Documents and the execution and delivery hereof, is a condition precedent to
Lenders' obligations to extend credit under the Loan Documents.

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

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

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

      Credit Agreement is defined in the recitals to this Guaranty.

      Guaranteed Debt means, collectively, (a) the Obligation and (b) all
present and future costs, attorneys' fees, and expenses reasonably incurred by
Administrative Agent or any Lender to enforce Borrower's, [any] Guarantor's, or
any other obligor's payment of any of the Guaranteed Debt, including, without
limitation (to the extent lawful), all present and future amounts that would
become due but for the operation of ss.ss. 502 or 506 or any other provision of
Title 11 of the United States Code and all present and future accrued and unpaid
interest (including, without limitation, all post-maturity interest and any
post-

----------
Bracketed provisions included to reflect variations for use in single-Guarantor
or multi-Guarantor Guaranties.


                                                                       Exhibit C
<PAGE>

petition interest in any proceeding under Debtor Relief Laws to which Borrower
or [any] Guarantor becomes subject).

      Guarantor [and Guarantors] is defined in the preamble to this Guaranty.

      Lender means, individually, or Lenders means, collectively, on any date of
determination, Administrative Agent and Lenders and their permitted successors
and assigns.

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

      2. GUARANTY. This is an absolute, irrevocable, and continuing guaranty of
payment, not collection, and the circumstance that at any time or from time to
time the Guaranteed Debt may be paid in full does not affect the obligation of
[any] Guarantor with respect to the Guaranteed Debt incurred after that. This
Guaranty remains in effect until the Guaranteed Debt is fully paid and
performed, all commitments to extend any credit under the Loan Documents have
terminated, all LCs have expired or been terminated, and all Financial Hedges
with any Lender or Affiliate of any Lender have expired. [No] Guarantor may
[not] rescind or revoke its obligations with respect to the Guaranteed Debt.
Notwithstanding any contrary provision, it is the intention of Guarantor[s],
Lenders, and Administrative Agent that the amount of the Guaranteed Debt
guaranteed by Guarantor[s] by this Guaranty shall be in, but not in excess of,
the maximum amount permitted by fraudulent conveyance, fraudulent transfer, or
similar Laws applicable to Guarantor[s]. Accordingly, notwithstanding anything
to the contrary contained in this Guaranty or any other agreement or instrument
executed in connection with the payment of any of the Guaranteed Debt, the
amount of the Guaranteed Debt guaranteed by [any] Guarantor under this Guaranty
shall be limited to an aggregate amount equal to the largest amount that would
not render [such] Guarantor's obligations hereunder subject to avoidance under
Section 548 of the United States Bankruptcy Code or any comparable provision of
any applicable state Law.

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

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

      5. PAYMENT UPON DEMAND. If a Default exists, [each] Guarantor shall, on
demand and without further notice of dishonor and without any notice having been
given to [any] Guarantor previous to that demand of either the acceptance by
Administrative Agent or Lenders of this Guaranty or the creation or incurrence
of any Guaranteed Debt, pay the amount of the Guaranteed Debt then due and
payable to Administrative Agent and Lenders; provided that, if a Default exists
and Administrative Agent or Lenders cannot, for any reason, accelerate the
Obligation, then the Guaranteed Debt shall be, as among Guarantor[s],
Administrative Agent, and Lenders, a fully matured, due, and payable obligation
of Guarantor[s],


                                                                       Exhibit C
                                       2
<PAGE>

to Administrative Agent and Lenders. It is not necessary for Administrative
Agent or Lenders, in order to enforce that payment by [any] Guarantor, first or
contemporaneously to institute suit or exhaust remedies against Borrower or
others liable on any Guaranteed Debt or to enforce Rights against any Collateral
securing any Guaranteed Debt.

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

      7. SUBROGATION AND CONTRIBUTION. Until payment in full of the Guaranteed
Debt, the termination of the Obligation of Lenders to extend credit under the
Loan Documents, and expiration of all Financial Hedges between any Company and
any Lender or any Affiliate of any Lender, (a) [no] Guarantor may [not] assert,
enforce, or otherwise exercise any Right of subrogation to any of the Rights or
Liens of Administrative Agent or Lenders or any other beneficiary against
Borrower or any other obligor on the Guaranteed Debt or any Collateral or other
security or any Right of recourse, reimbursement, subrogation, contribution,
indemnification, or similar Right against Borrower or any other obligor on any
Guaranteed Debt or any Guarantor of it, (b) [each] Guarantor defers all of the
foregoing Rights (whether they arise in equity, under contract, by statute,
under common Law, or otherwise), and (c) [each] Guarantor defers the benefit of,
and subordinates any Right to participate in, any Collateral or other security
given to Administrative Agent or Lenders or any other beneficiary to secure
payment of any Guaranteed Debt.

      8. NO RELEASE. Guarantor's[s'] obligations under this Guaranty may not be
released, diminished, or affected by the occurrence of any one or more of the
following events: (a) any taking or accepting of any other security or assurance
for any Guaranteed Debt; (b) any release, surrender, exchange, subordination,
impairment, or loss of any Collateral securing any Guaranteed Debt; (c) any full
or partial release of the liability of any other obligor on the Obligation,
except for any final release resulting from payment in full of such Obligation;
(d) the modification of, or waiver of compliance with, any terms of any other
Loan Document; (e) the insolvency, bankruptcy, or lack of corporate or
partnership power of any other obligor at any time liable for any Guaranteed
Debt, whether now existing or occurring in the future; (f) any renewal,
extension, or rearrangement of any Guaranteed Debt or any adjustment,
indulgence, forbearance, or compromise that may be granted or given by
Administrative Agent or any Lender to any other obligor on the Obligation; (g)
any neglect, delay, omission, failure, or refusal of Administrative Agent or any
Lender to take or prosecute any action in connection with the Guaranteed Debt or
to foreclose, take, or prosecute any action in connection with any Loan
Document; (h) any failure of Administrative Agent or any Lender to notify [any]
Guarantor of any renewal, extension, or assignment of any Guaranteed Debt, or
the release of any security or of any other action taken or refrained from being
taken by Administrative Agent or any Lender against Borrower or any new
agreement between Administrative Agent, any Lender, and Borrower; it being
understood that neither Administrative Agent nor any Lender is required to give
[any] Guarantor any notice of any kind under any circumstances whatsoever with
respect to or in connection with any Guaranteed Debt, other than any notice
required to be given to [any] Guarantor by Law or elsewhere in this Guaranty;
(i) the unenforceability of any Guaranteed Debt against any other obligor or any
security securing same because it exceeds the amount permitted by Law, the act
of creating it is ultra vires, the officers creating it


                                                                       Exhibit C
                                       3
<PAGE>

exceeded their authority or violated their fiduciary duties in connection with
it, or otherwise; or (j) any payment of the Obligation to Administrative Agent
or any Lender is held to constitute a preference under any Debtor Relief Law or
for any other reason Administrative Agent or any Lender is required to refund
that payment or make payment to someone else (and in each such instance this
Guaranty will be reinstated in an amount equal to that payment).

      9. WAIVERS. By execution hereof, [each] Guarantor acknowledges and agrees
to the waivers set forth in Section 11.2 of the Credit Agreement. To the maximum
extent lawful, [each] Guarantor waives all Rights by which it might be entitled
to require suit on an accrued Right of action in respect of any Guaranteed Debt
or require suit against Borrower or others.

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

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

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

      13. COMMUNICATIONS ACT. Notwithstanding any other provision of this
Guaranty, any action taken or proposed to be taken by Administrative Agent or
any Lender under this Guaranty which would affect the operational, voting, or
other control of Borrower or [any] Guarantor, shall be pursuant to Section
310(d) of the Communications Act of 1934 (as amended), applicable state Law, and
the applicable


                                                                       Exhibit C
                                       4
<PAGE>

rules and regulations thereunder, and, if and to the extent required thereby,
subject to the prior consent of the FCC or any applicable PUC.

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

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

      16. NOTICES. For purposes of Section 13.3 of the Credit Agreement, [each]
Guarantor's address and telecopy number are as set forth next to [such]
Guarantor's signature on the signature page hereof.

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

      18. ADMINISTRATIVE AGENT AND LENDERS. Administrative Agent is
Administrative Agent for each Lender under the Credit Agreement. All Rights
granted to Administrative Agent under or in connection with this Guaranty are
for each Lender's ratable benefit. Administrative Agent may, without the joinder
of any Lender, exercise any Rights in Administrative Agent's or Lenders' favor
under or in connection with this Guaranty. Administrative Agent's and each
Lender's Rights and obligations vis-a-vis each other may be subject to one or
more separate agreements between those parties. However, [no] Guarantor is [not]
required to inquire about any such agreement or is subject to any of its terms
unless [such] Guarantor specifically joins such agreement Therefore, neither
Guarantor nor its successors or assigns is entitled to any benefits or
provisions of any such separate agreement or is entitled to rely upon or raise
as a defense any party's failure or refusal to comply with the provisions of
such agreement.

      19. PARTIES. This Guaranty benefits Administrative Agent, Lenders, and
their respective successors and assigns and binds Guarantor[s] and [its] [their
respective] successors and assigns. Upon appointment of any successor
Administrative Agent under the Credit Agreement, all of the Rights of
Administrative Agent under this Guaranty automatically vest in that new
Administrative Agent as successor Administrative Agent on behalf of Lenders
without any further act, deed, conveyance, or other formality other than that
appointment. The Rights of Administrative Agent and Lenders under this Guaranty
may be


                                                                       Exhibit C
                                       5
<PAGE>

transferred with any assignment of the Guaranteed Debt pursuant to and in
accordance with the terms of the Credit Agreement. The Credit Agreement contains
provisions governing assignments of the Guaranteed Debt and of Rights and
obligations under this Guaranty.

                     Remainder of Page Intentionally Blank.
                          Signature Page(s) to Follow.


                                                                       Exhibit C
                                       6
<PAGE>

      EXECUTED as of the date first stated in this Guaranty.

                                            GUARANTOR[S]:

Address:    ____________________            ____________________________________
            ____________________
            ____________________


                                               By:______________________________
                                                      Name:_____________________
Telephone:__________________                   Title:___________________________
Facsimile:__________________


                                    Guaranty
                                 Signature Page
<PAGE>

                                    EXHIBIT D

               FORM OF PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT

      THIS PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (this "Security
Agreement") is executed as of , 2000, [jointly and severally] by the undersigned
([each a] "Debtor" [and collectively, the "Debtors"]), whose address is , and
BANK OF AMERICA, N.A., a national banking association, (in its capacity as
"Administrative Agent" for Lenders (defined below)), as "Secured Party," whose
address is 901 Main Street, 64th Floor, Dallas, Texas 75202.

                                    RECITALS

      A. ACC Acquisition Co., (including its successor by merger, American
Cellular Corporation) ("Borrower"), ACC Acquisition LLC, as Parent, Bank of
America, N.A., as Administrative Agent (including its permitted successors and
assigns in such capacity, "Administrative Agent"), and Lenders now or hereafter
party to the Credit Agreement (including their respective permitted successors
and assigns, the "Lenders") have entered into a Credit Agreement, dated as of
February 25, 2000 (as amended, modified, supplemented, or restated from time to
time, the "Credit Agreement");

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

      ACCORDINGLY, for valuable consideration, the receipt and adequacy of which
are hereby acknowledged, [each] Debtor[, jointly and severally,] and Secured
Party hereby agree as follows:

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

      2. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the context
hereof otherwise requires, each term defined in either of the Credit Agreement
or in the UCC is used in this Security Agreement with the same meaning; provided
that, if the definition given to such term in the Credit Agreement conflicts
with the definition given to such term in the UCC, the Credit Agreement
definition shall control to the extent legally allowable; and if any definition
given to such term in Chapter 9 of the UCC conflicts with the definition given
to such term in any other chapter of the UCC, the Chapter 9 definition shall
prevail. As used herein, the following terms have the meanings indicated:

      Collateral has the meaning set forth in Paragraph 4.

      FCC Licenses means all Authorizations, licenses, and permits issued by the
FCC to [any] Debtor.

----------
Bracketed provisions included to reflect variations for use in single-Debtor or
multi-Debtor Security Agreements.


                                                                       Exhibit D
                                       1
<PAGE>

      Lender means, individually, or Lenders means, collectively, on any date of
determination, Administrative Agent and Lenders and their permitted successors
and assigns.

      Obligation means, collectively, (a) the "Obligation" as defined in the
Credit Agreement, and (b) all indebtedness, liabilities, and obligations of
Debtor[s] arising under this Security Agreement or Guaranty assuring payment of
the Obligation. The Obligation shall include, without limitation, future, as
well as existing, advances, indebtedness, liabilities, and obligations owed by
Debtor[s] to Secured Party or to any Lender arising under the Loan Documents.

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

      Partnership means any partnership issuing a Partnership Interest.

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

      Security Interest means the security interest granted and the pledge and
assignment made under Paragraph 3.

      UCC means the Uniform Commercial Code, including each such provision as it
may subsequently be renumbered, as enacted in the State of New York or other
applicable jurisdiction, as amended at the time in question.

      3. SECURITY INTEREST. In order to secure the full and complete payment and
performance of the Obligation when due, [each] Debtor hereby grants to Secured
Party a Security Interest in all of [such] Debtor's Rights, titles, and
interests in and to the Collateral and pledges, collaterally transfers, and
assigns the Collateral to Secured Party, all upon and subject to the terms and
conditions of this Security Agreement. Such Security Interest is granted and
pledge and assignment are made as security only and shall not subject Secured
Party to, or transfer or in any way affect or modify, any obligation of [such]
Debtor with respect to any of the Collateral or any transaction involving or
giving rise thereto. The grant contained herein is intended to confer upon
Secured Party all Rights that a secured creditor may obtain and that may be
granted in the FCC Licenses under applicable Law as from time to time in effect.
If the Law is subsequently changed or clarified, or if the FCC's interpretation
of existing Law is changed, to permit or further permit the granting of such
security interests in FCC Licenses, then [such] Debtor's FCC Licenses, whether
now held or hereinafter acquired, shall automatically become subject to Secured
Party's Security Interest to the maximum extent permitted by the Law as then in
effect. In the meantime, the value of the Systems' and [such] Debtor's cellular
telephone communication businesses as a going concern depends upon the holder of
[such] Debtor's FCC Licenses also being the owner of the assets used or useful
in the operation of the Systems and, if ownership of those assets is separated
from the FCC Licenses, the FCC might, under currently applicable Law, cancel the
FCC Licenses. Accordingly, [each] Debtor and Secured Party, in recognition of
the unique nature of the FCC Licenses and the fact that the separation of the
FCC Licenses from [such] Debtor's operating assets may prevent Lenders from
adequately realizing the value of their Security Interests, have provided in
Paragraph 9(b) for the appointment of a receiver upon a Default or Potential
Default and for the assignment of the FCC Licenses in the event of the
foreclosure hereunder, with the specific intention in each case that the
physical assets used in connection with the Systems not be separated from the
FCC Licenses. If the grant, pledge, or collateral transfer or assignment of any
specific item of the Collateral is expressly


                                                                       Exhibit D
                                       2
<PAGE>

prohibited by any contract, then the Security Interest created hereby
nonetheless remains effective to the extent allowed by UCC ss. 9.318 or other
applicable Law, but is otherwise limited by that prohibition.

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

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

            (b) All present and future issued and outstanding stock, equity,
      membership interests, limited liability company interests, or other
      investment securities of each Subsidiary now owned or hereafter acquired
      by such Debtor, including, without limitation, all capital stock of the
      Subsidiaries of [such] Debtor as more particularly listed on Annex B [for
      such Debtor], together with all Distributions with respect thereto or
      other property in exchange therefor, all cash and noncash proceeds
      thereof, and any securities issued in substitution or replacement thereof
      (collectively, the "Pledged Shares").

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

            (d) All present and future Rights, titles, interests, and Liens (but
      none of the obligations) now owned or hereafter acquired by such Debtor in
      any partnership or joint venture, including, without limitation, the
      partnerships listed on Annex B [for such Debtor], together with all
      Distributions with respect thereto or other property in exchange therefor,
      all cash and noncash proceeds thereof, and any securities issued in
      substitution or replacement thereof (collectively, the "Partnership
      Interests").

            (e) All present and future Rights, titles, interests, and Liens (but
      none of the obligations) now owned or hereafter acquired by such Debtor,
      as lessee or landlord, in and to each lease covering real property or any
      interest therein, and equipment or other personal property or any interest
      therein (each such lease herein called an "Assigned Lease").

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

            (g) The balance of every deposit account of such Debtor and any
      other claim of such Debtor against any depository, now or hereafter
      existing, whether liquidated or unliquidated,


                                                                       Exhibit D
                                       3
<PAGE>

      including, without limitation, certificates of deposit and other deposit
      instruments and the escrow deposit under the American Merger Agreement (if
      any)] (collectively, the "Deposit Accounts").

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

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

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

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

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

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

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

            (o) All present and future accounts, contract Rights, general
      intangibles, chattel paper, documents, instruments, cash and noncash
      proceeds, and other Rights arising from or by virtue of, or from the
      voluntary or involuntary sale or other disposition of, or collections with
      respect to, or insurance proceeds payable with respect to, or proceeds
      payable by virtue of warranty or other claims


                                                                       Exhibit D
                                       4
<PAGE>

      against the manufacturer of, or claims against any other Person with
      respect to, all or any part of the Collateral described above in this
      clause or otherwise.

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

Notwithstanding the foregoing, the Collateral shall not include (i) leases with
third parties for retail space, (ii) cellular transmission towers, (iii) such
Debtor's Rights in and to the Laredo Joint Venture, or (iv) such Debtor's Rights
in and to Alton CellTelCo Partnership (until the conditions set forth in Item 3
of Schedule 7.1A to the Credit Agreement have been met). [The description of the
Collateral contained in this Paragraph 4 shall not be deemed to permit any
action prohibited by this Security Agreement or by the terms incorporated in
this Security Agreement. Furthermore, notwithstanding any contrary provision,
[each] Debtor agrees that, if, but for the application of this paragraph,
granting a Security Interest in the Collateral would constitute a fraudulent
conveyance under 11 U.S.C. ss. 548 or a fraudulent conveyance or transfer under
any state fraudulent conveyance, fraudulent transfer, or similar Law in effect
from time to time (each a "fraudulent conveyance"), then the Security Interest
remains enforceable to the maximum extent possible without causing such Security
Interest to be a fraudulent conveyance, and this Security Agreement is
automatically amended to carry out the intent of this paragraph.] [Bracketed
language to be included in all Security Agreements other than the Security
Agreement for Borrower.]

      5. REPRESENTATIONS AND WARRANTIES. [Each] Debtor represents and warrants
to Secured Party that:

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

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

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


                                                                       Exhibit D
                                       5
<PAGE>

            (d) Fixtures. The Collateral that is or may be fixtures is located
      on or affixed to the real property described on Annex A [for such Debtor]
      (but the failure of such description to be accurate or complete shall not
      impair, as between Debtor and Secured Party, the Security Interest in such
      Collateral).

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

            (f) Partnerships and Partnership Interests. Each Partnership issuing
      a Partnership Interest is duly organized, currently existing, and in good
      standing under all applicable Laws; there have been no amendments,
      modifications, or supplements to any agreement or certificate creating any
      Partnership or any material contract relating to the Partnerships, of
      which Secured Party has not been advised in writing and except as may be
      otherwise disclosed to Secured Party on Schedules to the Credit Agreement;
      no default has occurred under the terms of any contract relating to any
      Partnership which default could reasonably be expected to be a Material
      Adverse Event; and no approval or consent of the partners of any
      Partnership is required as a condition to the validity and enforceability
      of the Security Interest created hereby or the consummation of the
      transactions contemplated hereby which has not been duly obtained by
      [such] Debtor. Except as may be otherwise disclosed to Secured Party on
      Schedules to the Credit Agreement, [such] Debtor has good title to the
      Partnership Interests free and clear of all Liens and encumbrances (except
      for the Security Interest granted hereby). The Partnership Interests are
      validly issued and are not subject to statutory, contractual, or other
      restrictions governing their transfer, ownership, or control, except as
      set forth in the applicable partnership agreements, the Credit Agreement,
      or applicable securities Laws. All capital contributions required to be
      made by the terms of the partnership agreements for each Partnership have
      been made.

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

            (h) Accounts. All Collateral that is accounts, contract Rights,
      chattel paper, instruments, or general intangibles is free from any claim
      for credit, deduction, or allowance of an Obligor and


                                                                       Exhibit D
                                       6
<PAGE>

      there are no defenses, disputes, setoffs, or counterclaims, and there are
      no extensions or indulgences with respect thereto, other than accounts
      receivable that are disputed, subject to setoff, counterclaim, or
      extensions ("disputed accounts receivable"), which disputed accounts
      receivable do not exceed $3,000,000 on any date of determination.

            (i) Instruments, Chattel Paper, Collateral Notes, and Collateral
      Note Security. All instruments and chattel paper, including, without
      limitation, the Collateral Notes, have been delivered to Secured Party,
      together with corresponding endorsements duly executed by [such] Debtor in
      favor of Secured Party, and such endorsements have been duly and validly
      executed and are binding and enforceable against [such] Debtor in
      accordance with their terms. Each Collateral Note and the documents
      evidencing the Collateral Note Security are in full force and effect;
      there have been no renewals or extensions of, or amendments,
      modifications, or supplements to, any thereof about which Secured Party
      has not been advised in writing; and no default or potential default has
      occurred and is continuing under any such Collateral Note or documents
      evidencing the Collateral Note Security, except as disclosed on Annex C
      [for such Debtor].

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

            (k) Maintenance of Collateral. All tangible Collateral which is
      useful in and necessary to [such] Debtor's business is in good repair and
      condition, ordinary wear and tear excepted, and none thereof is a fixture
      except as specifically referred to herein in Paragraph 5(d).

            (l) Liens. [Such] Debtor owns all presently existing Collateral, and
      will acquire all hereafter-acquired Collateral, free and clear of all
      Liens, except Permitted Liens.

            (m) Deposit Accounts. With respect to the material Deposit Accounts,
      (i) [such] Debtor maintains each such Deposit Account with the banks
      listed on Annex D [for such Debtor], (ii) [such] Debtor has the legal
      Right to pledge and assign to Secured Party the funds deposited and to be
      deposited in each such Deposit Account, and (iii) the Deposit Accounts
      listed on Annex D [for such Debtor] represent all material bank accounts
      of [such] Debtor, including without limitation, all material operating
      accounts of [such] Debtor, and all certificates of deposit or other
      deposit instruments of [such] Debtor.

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

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

      6. COVENANTS. So long as Lenders are committed to extend credit to
Borrower or [any] Debtor under the Credit Agreement and until the Obligation is
paid and performed in full, [each] Debtor covenants and agrees with Secured
Party that [such] Debtor will:


                                                                       Exhibit D
                                       7
<PAGE>

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

            (b) Record of Collateral. Maintain, at the place where [such] Debtor
      is entitled to receive notices under the Loan Documents, a current record
      of where all Collateral is located, permit representatives of Secured
      Party at any time during normal business hours to inspect and make
      abstracts from such records, and furnish to Secured Party, at such
      intervals as Secured Party may reasonably request, such documents, lists,
      descriptions, certificates, and other information as may be necessary or
      proper to keep Secured Party informed with respect to the identity,
      location, status, condition, and value of the Collateral.

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

            (d) Notices. (i) Except as may be otherwise expressly permitted
      under the terms of the Credit Agreement, promptly notify Secured Party of
      (A) any change in any fact or circumstances represented or warranted by
      [such] Debtor with respect to any of the Collateral or Obligation, (B) any
      claim, action, or proceeding affecting title to all or any of the
      Collateral or the Security Interest and, at the request of Secured Party,
      appear in and defend, at [such] Debtor's expense, any such action or
      proceeding, (C) any material change in the nature of the Collateral, (D)
      any material damage to or loss of Collateral, and (E) the occurrence of
      any other event or condition (including without limitation matters as to
      Lien priority) that could have a material adverse effect on the Collateral
      (taken as a whole) or the Security Interest created hereunder; and (ii)
      give Secured Party 30 days written notice before any proposed (A)
      relocation of its principal place of business or chief executive office,
      (B) change of its name, identity, or corporate structure, (C) relocation
      of the place where its books and records concerning its accounts are kept,
      and (D) relocation of any Collateral (other than delivery of inventory in
      the ordinary course of business to third party contractors for processing
      and sales of inventory in the ordinary course of business or as permitted
      by the Credit Agreement) to a location not described on the attached Annex
      A [for such Debtor]. Prior to making any of the changes contemplated in
      clause (ii) preceding, [ such] Debtor shall execute and deliver all such
      additional documents and perform all additional acts as Secured Party, in
      its sole discretion, may request in order to continue or maintain the
      existence and priority of the Security Interests in all of the Collateral.

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


                                                                       Exhibit D
                                       8
<PAGE>

      be endorsed to the order of Secured Party (but the failure of same to be
      so marked or endorsed shall not impair the Security Interest thereon).

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

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

            (h) Encumbrances. [No] Debtor shall [not] create, permit, or suffer
      to exist, and [each Debtor] shall defend the Collateral against, any Lien
      or other encumbrance on the Collateral, and shall defend [such] Debtor's
      Rights in the Collateral and Secured Party's Security Interest in, the
      Collateral against the claims and demands of all Persons except those
      holding or claiming Permitted Liens. [No] Debtor shall do [nothing]
      [anything] to impair the Rights of Secured Party in the Collateral.

            (i) Estoppel and Other Agreements and Matters. Upon the reasonable
      request of Administrative Agent, either (i) use commercially reasonable
      efforts to cause the landlord or lessor for each location where any of its
      inventory or equipment is maintained to execute and deliver to Secured
      Party an estoppel and subordination agreement in such form as may be
      reasonably acceptable to Secured Party and its counsel, or (ii) deliver to
      Secured Party a legal opinion or other evidence (in each case that is
      reasonably satisfactory to Secured Party and it counsel) that neither the
      applicable lease nor the Laws of the jurisdiction in which that location
      is situated provide for contractual, common Law, or statutory landlord's
      Liens that is senior to or pari passu with the Security Interest.

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


                                                                       Exhibit D
                                       9
<PAGE>

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

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

            (m) Securities. Except as permitted by the Credit Agreement, not
      sell, exchange, or otherwise dispose of, or grant any option, warrant, or
      other Right with respect to, any of the Pledged Shares; not permit any
      issuer of any Pledged Shares to issue any additional shares of stock or
      other securities in addition to or in substitution for the Pledged Shares,
      except issuances to Debtor[s] on terms acceptable to Secured Party; cause
      any company whose shares or securities constitute Pledged Shares not to
      issue any stock or other securities in addition to or in substitution for
      the Pledge Shares issued by such company, except to Debtor[s]; pledge
      hereunder, immediately upon [such] Debtor's acquisition (directly or
      indirectly) thereof, any and all additional shares of stock or other
      securities of each Subsidiary of [such] Debtor; and take any action
      necessary, required, or requested by Secured Party to allow Secured Party
      to fully enforce its Security Interest in the Pledged Shares, including,
      without limitation, the filing of any claims with any court, liquidator,
      trustee, custodian, receiver, or other like person or party.

            (n) Partnerships and Partnership Interests. (i) Promptly perform,
      observe, and otherwise comply with each and every covenant, agreement,
      requirement, and condition set forth in the contracts and agreements
      creating or relating to any Partnership; (ii) do or cause to be done all
      things necessary or appropriate to keep the Partnerships in full force and
      effect and the Rights of [such] Debtor and Secured Party thereunder
      unimpaired; (iii) except as expressly permitted by the Credit Agreement
      not consent to any Partnership selling, leasing, or disposing of
      substantially all of its assets in a single transaction or a series of
      transactions; (iv) notify Secured Party of the occurrence of any default
      under any contract or agreement creating or relating to the Partnerships;
      (v) not consent to the material amendment or modification, or any
      surrender, impairment, forfeiture, cancellation, dissolution, or
      termination of any Partnership, or material agreement relating thereto;
      (vi) except as permitted by the Credit Agreement, not transfer, sell, or
      assign any of the Partnership Interests or any part thereof; (vii) cause
      each Partnership to refrain from granting any partnership interests in
      addition to or in substitution for the Partnership Interests granted by
      the Partnerships, except to Debtor[s]; (viii) pledge hereunder,
      immediately upon [such] Debtor's acquisition (directly or indirectly)
      thereof, any and all additional Partnership Interests of any Partnership
      granted to Debtor[s] and any and all additional shares of stock or other
      securities of each; (ix) deliver to Secured Party a fully-executed Pledge
      Instruction, substantially in the form of Annex F, for each Partnership
      Interest, together with the General Partner's written consent thereto and
      an Initial Transaction Statement executed by the Managing General Partner
      of such Partnership; and (x) take any action necessary, required, or
      requested by Secured Party to allow Secured Party to fully enforce


                                                                       Exhibit D
                                       10
<PAGE>

      its Security Interest in the Partnership Interests, including, without
      limitation, the filing of any claims with any court, liquidator, trustee,
      custodian, receiver, or other like person or party.

            (o) Depository Bank. With respect to any material Deposit Accounts,
      (i) maintain the Deposit Accounts at the banks (a "depository bank")
      described on Annex D [for such Debtor] or such additional depository banks
      as have complied with item (iv) hereof; (ii) within 60 days of the Closing
      Date, deliver to each depository bank a letter in the form of Annex E with
      respect to Secured Party's Rights in such Deposit Account and use its best
      efforts to obtain the execution of such letter by each depository bank;
      (iii) deliver to Secured Party all certificates or instruments, if any,
      now or hereafter representing or evidencing the Deposit Accounts,
      accompanied by duly executed instruments of transfer or assignment in
      blank, all in form and substance reasonably satisfactory to Secured Party;
      and (iv) notify Secured Party prior to establishing any additional Deposit
      Accounts and, at the request of Secured Party, obtain from such depository
      bank an executed letter substantially in the form of Annex E and deliver
      the same to Secured Party.

            (p) Information. [Such] Debtor shall from time to time at the
      request of Secured Party deliver to Secured Party such information
      regarding the Collateral and [such] Debtor as Secured Party may reasonably
      request, including, without limitation, lists and descriptions of the
      Collateral and evidence of the identity and existence of the Collateral.

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

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

            (b) Sales of Pledged Securities.

                  (i) [Each] Debtor agrees that, because of the Securities Act
            of 1933, as amended, or the rules and regulations promulgated
            thereunder (collectively, the "Securities


                                                                       Exhibit D
                                       11
<PAGE>

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

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

                  (iii) [Each] Debtor agrees that ten days' written notice from
            Secured Party to [such] Debtor of Secured Party's intention to make
            any such public or private sale or sale at a broker's board or on a
            securities exchange shall constitute "reasonable notification"
            within the meaning of Section 9-504(c) of the UCC. Such notice shall
            (A) in case of a public sale, state the time and place fixed for
            such sale, (B) in case of sale at a broker's board or on a
            securities exchange, state the board or exchange at which such a
            sale is to be made and the day on which the Pledged Securities, or
            the portion thereof so being sold, will first be offered to sale at
            such board or exchange, and (C) in the case of a private sale, state
            the day after which such sale may be consummated. Any such public
            sale shall be held at such time or times within ordinary business
            hours and at such place or places as Secured Party may fix in the
            notice of such sale. At any such sale, the Pledged Securities may be
            sold in one lot as an entirety or in separate parcels, as Secured
            Party may reasonably determine. Secured Party shall not be obligated
            to make any such sale pursuant to any such notice. Secured Party


                                                                       Exhibit D
                                       12
<PAGE>

            may, without notice or publication, adjourn any public or private
            sale or cause the same to be adjourned from time to time by
            announcement at the time and place fixed for the sale, and such sale
            may be made at any time or place to which the same may be so
            adjourned.

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

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

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

      8. OTHER RIGHTS OF SECURED PARTY.

            (a) Performance. If [any] Debtor fails to keep the Collateral in
      good repair, working order, and condition, as required in this Security
      Agreement, or fails to pay when due all Taxes on


                                                                       Exhibit D
                                       13
<PAGE>

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

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

            (c) Record Ownership of Securities. If a Default exists, Secured
      Party at any time may have any Collateral that is Pledged Securities and
      that is in the possession of Secured Party, or its


                                                                       Exhibit D
                                       14
<PAGE>

      nominee or nominees, registered in its name, or in the name of its nominee
      or nominees, as Secured Party; and, as to any Collateral that is Pledged
      Securities so registered, Secured Party shall execute and deliver (or
      cause to be executed and delivered) to [the applicable] Debtor all such
      proxies, powers of attorney, dividend coupons or orders, and other
      documents as [such] Debtor may reasonably request for the purpose of
      enabling [such] Debtor to exercise the voting Rights and powers which it
      is entitled to exercise under this Security Agreement or to receive the
      dividends and other Distributions and payments in respect of such
      Collateral that is Pledged Securities or proceeds thereof which it is
      authorized to receive and retain under this Security Agreement.

            (d) Voting of Securities. As long as no Default exists, [each]
      Debtor is entitled to exercise all voting Rights pertaining to any Pledged
      Securities; provided, however, that no vote shall be cast or consent,
      waiver, or ratification given or action taken without the prior written
      consent of Secured Party which would (x) be inconsistent with or violate
      any provision of this Security Agreement or any other Loan Document or (y)
      amend, modify, or waive any term, provision or condition of the
      certificate of incorporation, bylaws, certificate of formation, or other
      charter document, or other agreement relating to, evidencing, providing
      for the issuance of, or securing any Collateral; and provided further that
      [each] Debtor shall give Secured Party at least five Business Days' prior
      written notice in the form of an officers' certificate of the manner in
      which it intends to exercise, or the reasons for refraining from
      exercising, any voting or other consensual Rights pertaining to the
      Collateral or any part thereof which might have a material adverse effect
      on the value of the Collateral or any part thereof. If a Default exists
      and if Secured Party elects to exercise such Right, the Right to vote any
      Pledged Securities shall be vested exclusively in Secured Party. To this
      end, [each] Debtor hereby irrevocably constitutes and appoints Secured
      Party the proxy and attorney-in-fact of [such] Debtor, with full power of
      substitution, to vote, and to act with respect to, any and all Collateral
      that is Pledged Securities standing in the name of [such] Debtor or with
      respect to which [such] Debtor is entitled to vote and act, subject to the
      understanding that such proxy may not be exercised unless a Default
      exists. The proxy herein granted is coupled with an interest, is
      irrevocable, and shall continue until the Obligation has been paid and
      performed in full.

            (e) Certain Proceeds. Notwithstanding any contrary provision herein,
      any and all

                  (i) dividends, interest, or other Distributions paid or
            payable other than in cash in respect of, and instruments and other
            property received, receivable, or otherwise distributed in respect
            of, or in exchange for, any Collateral;

                  (ii) dividends, interest, or other Distributions hereafter
            paid or payable in cash in respect of any Collateral in connection
            with a partial or total liquidation or dissolution, or in connection
            with a reduction of capital, capital surplus, or paid-in-surplus;

                  (iii) cash paid, payable, or otherwise distributed in
            redemption of, or in exchange for, any Collateral; and

                  (iv) dividends, interest, or other Distributions paid or
            payable in violation of the Loan Documents,

      shall be part of the Collateral hereunder, and shall, if received by [any]
      Debtor, be held in trust for the benefit of Secured Party, and shall
      forthwith be delivered to Secured Party (accompanied by


                                                                       Exhibit D
                                       15
<PAGE>

      proper instruments of assignment and/or stock and/or bond powers executed
      by [such] Debtor in accordance with Secured Party's instructions) to be
      held subject to the terms of this Security Agreement. Any cash proceeds of
      Collateral which come into the possession of Secured Party on and after
      the occurrence of a Default (including, without limitation, insurance
      proceeds) may, at Secured Party's option, be applied in whole or in part
      to the Obligation (to the extent then due), be released in whole or in
      part to or on the written instructions of [such] Debtor for any general or
      specific purpose, or be retained in whole or in part by Secured Party as
      additional Collateral. Any cash Collateral in the possession of Secured
      Party may be invested by Secured Party in certificates of deposit issued
      by Secured Party (if Secured Party issues such certificates) or by any
      state or national bank having combined capital and surplus greater than
      $100,000,000 with a rating from Moody's and S&P of P-1 and A-1+,
      respectively, or in securities issued or guaranteed by the United States
      of America or any agency thereof. Secured Party shall never be obligated
      to make any such investment and shall never have any liability to
      Debtor[s] for any loss which may result therefrom. All interest and other
      amounts earned from any investment of Collateral may be dealt with by
      Secured Party in the same manner as other cash Collateral. The provisions
      of this subparagraph are applicable whether or not a Default or Potential
      Default exists.

            (f) Use and Operation of Collateral. Should any Collateral come into
      the possession of Secured Party, Secured Party may use or operate such
      Collateral for the purpose of preserving it or its value pursuant to the
      order of a court of appropriate jurisdiction or in accordance with any
      other Rights held by Secured Party in respect of such Collateral. [Each]
      Debtor covenants to promptly reimburse and pay to Secured Party, at
      Secured Party's request, the amount of all reasonable expenses (including,
      without limitation, the cost of any insurance and payment of Taxes or
      other charges) incurred by Secured Party in connection with its custody
      and preservation of Collateral, and all such expenses, costs, Taxes, and
      other charges shall bear interest at the Default Rate until repaid and,
      together with such interest, shall be payable by [such] Debtor to Secured
      Party upon demand and shall become part of the Obligation. However, the
      risk of accidental loss or damage to, or diminution in value of,
      Collateral is on Debtor[s], and Secured Party shall have no liability
      whatever for failure to obtain or maintain insurance, nor to determine
      whether any insurance ever in force is adequate as to amount or as to the
      risks insured. With respect to Collateral that is in the possession of
      Secured Party, Secured Party shall have no duty to fix or preserve Rights
      against prior parties to such Collateral and shall never be liable for any
      failure to use diligence to collect any amount payable in respect of such
      Collateral, but shall be liable only to account to Debtor[s] for what it
      may actually collect or receive thereon. The provisions of this
      subparagraph are applicable whether or not a Default exists.

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


                                                                       Exhibit D
                                       16
<PAGE>

      any certificates of deposit or deposit instruments constituting Deposit
      Accounts and shall have the Right to exchange such certificates or
      instruments representing Deposit Accounts for certificates or instruments
      of smaller or larger denominations and (ii) to take and apply against the
      Obligation any and all funds then or thereafter on deposit in the Cash
      Collateral Account or otherwise constituting Deposit Accounts.

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

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

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

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

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

            (i) Purchase Money Collateral. To the extent that Secured Party or
      any Lender has advanced or will advance funds to or for the account of
      [any] Debtor to enable [such] Debtor to purchase or otherwise acquire
      Rights in Collateral, Secured Party or such Lender, at its option, may pay
      such funds (i) directly to the Person from whom [such] Debtor will make
      such purchase or acquire such Rights, or (ii) to [such] Debtor, in which
      case [such] Debtor covenants to promptly pay the same to such Person, and
      forthwith furnish to Secured Party evidence satisfactory to Secured Party
      that such payment has been made from the funds so provided.

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

            (k) Indemnification. [Each] Debtor hereby assumes all liability for
      the Collateral, for the Security Interest, and for any use, possession,
      maintenance, and management of, all or any of the Collateral, including,
      without limitation, any Taxes arising as a result of, or in connection
      with, the transactions contemplated herein, and agrees to assume liability
      for, and to indemnify and hold


                                                                       Exhibit D
                                       17
<PAGE>

      Secured Party and each Lender harmless from and against, any and all
      claims, causes of action, or liability, for injuries to or deaths of
      Persons and damage to property, howsoever arising from or incident to such
      use, possession, maintenance, and management, whether such Persons be
      agents or employees of [any] Debtor or of third parties, or such damage be
      to property of [such] Debtor or of others. [Each] Debtor agrees to
      indemnify, save, and hold Secured Party and each Lender harmless from and
      against, and covenants to defend Secured Party and each Lender against,
      any and all losses, damages, claims, costs, penalties, liabilities, and
      expenses (collectively, "Claims"), including, without limitation, court
      costs and attorneys' fees, and any of the foregoing arising from the
      negligence of Secured Party or any Lender, or any of their respective
      officers, employees, agents, advisors, employees, or representatives,
      howsoever arising or incurred because of, incident to, or with respect to
      Collateral or any use, possession, maintenance, or management thereof;
      provided, however, that the indemnity set forth in this Paragraph 8(k)
      will not apply to Claims caused by the gross negligence or willful
      misconduct of Secured Party or any Lender.

      9. ACKNOWLEDGMENT OF REGULATORY CONSIDERATIONS

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

            (b) Actions by Debtor. If counsel to Secured Party reasonably
      determines that the consent of the FCC is required in connection with any
      of the actions which may be taken by Secured Party on behalf of Lenders in
      the exercise of their Rights hereunder or under the Loan Documents, then
      [each] Debtor, at its sole cost and expense, agrees to use its best
      efforts to secure such consent and to cooperate with Secured Party and
      Lenders in any action commenced by Secured Party to secure such consent
      and in such case [each] Debtor shall retain control of its respective FCC
      Licenses until the FCC shall have granted its consent to the transfer of
      the FCC Licenses and related permits. Upon the occurrence and during the
      continuation of a Default or Potential Default, [each] Debtor shall
      promptly execute or cause the execution of all applications, certificates,
      instruments, and other documents and papers that Secured Party may be
      required to file in order to obtain any necessary governmental consent,
      approval, or authorization, and if [such] Debtor fails or refuses to
      execute such documents, then, on the order of any court of competent
      jurisdiction, the Clerk of the Court with jurisdiction may execute such
      documents on behalf of [such] Debtor. In addition, [each] Debtor shall
      execute such applications and other documents and will take such other
      action as may be required in order for Secured Party to obtain from the
      FCC consent to operate the System, through a receiver or otherwise, during
      the time Secured Party seeks to obtain a purchaser for the System and to
      submit any sale of the Systems to the FCC for approval. [Each] Debtor
      recognizes that FCC Licenses, franchises, and other similar agreements or
      authorizations are unique assets which (or the control of which) may have
      to be transferred in order for Lenders adequately to realize the value of
      their Security Interests. [Each] Debtor further recognizes that a
      violation of this covenant would result in irreparable harm to Lenders for
      which monetary damages are not readily ascertainable and which might not
      fully compensate such Lenders. Therefore, in addition to any other remedy
      which may be available to Lenders, at Law or in equity, Secured Party on
      behalf of Lenders shall have the remedy of specific performance of the
      provisions of this subsection.


                                                                       Exhibit D
                                       18
<PAGE>

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

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

      10. MISCELLANEOUS.

            (a) Continuing Security Interest. This Security Agreement creates a
      continuing security interest in the Collateral and shall (i) remain in
      full force and effect until the termination of the obligations of Lenders
      to advance Borrowings or issue LCs under the Loan Documents, the payment
      in full of the Obligation, and the expiration of all LCs and all Financial
      Hedges issued by any Lender or any Affiliate of any Lender to any Company;
      (ii) be binding upon [each] Debtor, its successors, and assigns; and (iii)
      inure to the benefit of and be enforceable by Secured Party, Lenders, and
      their respective successors, transferees, and assigns. Without limiting
      the generality of the foregoing clause (iii), Secured Party and Lenders
      may assign or otherwise transfer any of their respective Rights under this
      Security Agreement to any other Person in accordance with the terms and
      provisions of Section 13.13 of the Credit Agreement, and to the extent of
      such assignment or transfer such Person shall thereupon become vested with
      all the Rights and benefits in respect thereof granted herein or otherwise
      to Secured Party or Lenders, as the case may be. Upon payment in full of
      the Obligation, the termination of the commitment of Lenders to extend
      credit or issue LCs under the Loan Documents, and the expiration of all
      LCs or Financial Hedges issued by any Lender or any Affiliate of any
      Lender to any Company, [each] Debtor shall be entitled to the return, upon
      its request and at its expense, of such of the Collateral as shall not
      have been sold or otherwise applied pursuant to the terms hereof.

            (b) Reference to Miscellaneous Provisions. This Security Agreement
      is one of the "Loan Documents" referred to in the Credit Agreement, and
      all provisions relating to Loan


                                                                       Exhibit D
                                       19
<PAGE>

      Documents set forth in Section 13 of the Credit Agreement, other than the
      provisions set forth in Section 13.7, are incorporated herein by
      reference, the same as if set forth herein verbatim.

            (c) Term. Upon full and final payment and performance of the
      Obligation, this Security Agreement shall thereafter terminate [with
      respect to a particular Debtor] upon receipt by Secured Party of [such]
      Debtor's written notice of such termination; provided that no Obligor, if
      any, on any of the Collateral shall ever be obligated to make inquiry as
      to the termination of this Security Agreement, but shall be fully
      protected in making payment directly to Secured Party until actual notice
      of such total payment of the Obligation is received by such Obligor.

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

            (e) Waivers. Except to the extent expressly otherwise provided
      herein or in other Loan Documents and to the fullest extent permitted by
      applicable Law, [each] Debtor waives (i) any Right to require Secured
      Party or any Lender to proceed against any other Person, to exhaust its
      Rights in Collateral, or to pursue any other Right which Secured Party or
      any Lender may have; (ii) with


                                                                       Exhibit D
                                       20
<PAGE>

      respect to the Obligation, presentment and demand for payment, protest,
      notice of protest and nonpayment, and notice of the intention to
      accelerate; and (iii) all Rights of marshaling in respect of any and all
      of the Collateral.

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

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

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

            (i) Parties Bound; Assignment. This Security Agreement shall be
      binding on [each] Debtor and [each] Debtor's heirs, legal representatives,
      successors, and assigns and shall inure to the benefit of Secured Party
      and Secured Party's successors and assigns.

                  (i) Secured Party is the agent for each Lender under the
            Credit Agreement, the Security Interest and all Rights granted to
            Secured Party hereunder or in connection herewith are for the
            ratable benefit of each Lender, and Secured Party may, without the
            joinder of any Lender, exercise any and all Rights in favor of
            Secured Party or Lenders hereunder, including, without limitation,
            conducting any foreclosure sales hereunder, and executing full or
            partial releases hereof, amendments or modifications hereto, or
            consents or waivers hereunder. The Rights of each Lender vis-a-vis
            Secured Party and each other Lender may be subject to one or more
            separate agreements between or among such parties, but [no] Debtor
            need [not] inquire about any such agreement or be subject to any
            terms thereof unless [such] Debtor specifically joins therein; and
            consequently, neither [any] Debtor nor [any] Debtor's heirs,
            personal representatives, successors, and assigns shall be entitled
            to any benefits or provisions of any such separate agreements or be
            entitled to rely upon or raise as a defense, in any manner
            whatsoever, the failure or refusal of any party thereto to comply
            with the provisions thereof.

                  (ii) [No] Debtor may [not], without the prior written consent
            of Secured Party, assign any Rights, duties, or obligations
            hereunder.

            (j) GOVERNING LAW. PURSUANT TO SECTION 5-1401 OF THE NEW YORK
      GENERAL OBLIGATIONS LAW, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
      APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
      STATE, WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THAT MIGHT OTHERWISE
      APPLY, EXCEPT TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION GOVERN THE
      CREATION, PERFECTION, VALIDITY, OR ENFORCEMENT OF LIENS UNDER THIS
      SECURITY AGREEMENT, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES
      OF AMERICA, SHALL GOVERN THE VALIDITY, CONSTRUCTION,


                                                                       Exhibit D
                                       21
<PAGE>

      ENFORCEMENT AND INTERPRETATION OF THIS SECURITY AGREEMENT AND ALL OF THE
      OTHER LOAN DOCUMENTS.

                     Remainder of Page Intentionally Blank.
                           Signature Pages to Follow.


                                                                       Exhibit D
                                       22
<PAGE>

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

________________________,          ATTEST:                                (Seal)
as Debtor


By: ____________________________   _____________________________________________
    Name:  _____________________   Secretary/Assistant Secretary
    Title: _____________________   of Debtor

                                   _____________________________________________
                                   Printed Name

                                   WITNESSED:

                                   _____________________________________________
                                   Name:________________________________________

                                   _____________________________________________
                                   Name:________________________________________


                   Pledge, Assignment, and Security Agreement
                                 Signature Page
<PAGE>

                          ANNEX A TO SECURITY AGREEMENT

                             (____________________)

                               (TO BE PROVIDED FOR EACH DEBTOR)

A.    LOCATION OF BOOKS AND RECORDS

B.    LOCATION OF COLLATERAL

C.    LOCATION OF REAL PROPERTY (OTHER THAN CELLULAR TRANSMISSION TOWERS)

D.    JURISDICTION(S) FOR FILING FINANCING STATEMENTS


                                                                       Exhibit D
                                       24
<PAGE>

                          ANNEX B TO SECURITY AGREEMENT

                             (____________________)

                        (TO BE PROVIDED FOR EACH DEBTOR)

A.    PLEDGED SHARES

B.    COLLATERAL NOTES AND COLLATERAL NOTE SECURITY

C.    PARTNERSHIP INTERESTS

D.    TRADEMARKS

E.    PATENTS


                                                                       Exhibit D
                                       25
<PAGE>

                          ANNEX C TO SECURITY AGREEMENT

                             (____________________)

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

                        (TO BE PROVIDED FOR EACH DEBTOR)


                                                                       Exhibit D
                                       26
<PAGE>

                          ANNEX D TO SECURITY AGREEMENT

                             (____________________)

                            MATERIAL DEPOSIT ACCOUNTS

                        (TO BE PROVIDED FOR EACH DEBTOR)

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


                                                                       Exhibit D
                                       27
<PAGE>

                          ANNEX E TO SECURITY AGREEMENT

                      FORM OF LETTER FROM DEPOSITORY BANKS

TO: Bank of America, N.A., in its capacity as Administrative Agent for Certain
    Lenders and as Secured Party under that certain Pledge, Assignment, and
    Security Agreement dated as of _________________________, 2000
    901 Main Street, 64th Floor
    Dallas, Texas 75202
    Attn: Julie A. Schell

    Re: Deposit Accounts (the "Accounts") maintained with
        __________________________ (the "Deposit Bank"), including without
        limitation the Deposit Accounts Listed on Addendum 1

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

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

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

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

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

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

      After such a demand is made, Administrative Agent shall have sole control
over the Accounts and the sole right to exercise and enforce all rights and
remedies with respect thereto. The demand shall be effective when it is received
by the Deposit Bank in writing at the address and to the attention of the person
set forth below (or at such other address or to the attention of such other
person as the Deposit Bank may specify by written notice received by
Administrative Agent and the Company) and when the Deposit Bank


                                                                       Exhibit D
                                       28
<PAGE>

has had a reasonable time, based on the same standards as those applicable to
payment and stop payment instructions generally, to act thereon.

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

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

DATED AS OF: _____________________________, 2000.

                                     [COMPANY]

                                     By: _______________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                     [DEPOSIT BANK]

                                     By: _______________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                                     [Address]
                                     ___________________________________________
                                     ___________________________________________
                                     ___________________________________________
                                     Attention:_________________________________
                                     Telex:_____________________________________
                                     Telecopier:________________________________


                                     BANK OF AMERICA, N.A.,
                                     as Administrative Agent

                                     By: _______________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                                                       Exhibit D
                                       29
<PAGE>

                                   ADDENDUM 1

                            MATERIAL DEPOSIT ACCOUNTS


                                                                       Exhibit D
                                       30
<PAGE>

                          ANNEX F TO SECURITY AGREEMENT

                               PLEDGE INSTRUCTION

PARTNERSHIP: ___________________________________________________________________

INTEREST OWNER: ________________________________________________________________

      BY THIS PLEDGE INSTRUCTION, dated as of ___________ , 2000,
__________________ ("Interest Owner"), hereby instructs (the "Partnership") to
register a pledge in favor of Bank of America, N.A. ("Pledgee"), in its capacity
as Administrative Agent for certain Lenders and as Secured Party under that
certain Pledge, Assignment, and Security Agreement dated as of _____________,
2000 (as amended, modified, supplemented, or restated from time to time, the
"Security Agreement"), against, and a security interest in favor of Pledgee in,
all of the Interest Owner's Rights in connection with any partnership interest
in the Partnership now and hereafter owned by the Interest Owner ("Partnership
Interest").

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

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

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

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

                     Remainder of Page Intentionally Blank.
                            Signature Page to Follow.


                                                                       Exhibit D
                                       31
<PAGE>

      EXECUTED as of the date first stated in this Pledge Instruction.

                                     ___________________________________________

                                     By: _______________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                         CONSENT OF THE GENERAL PARTNER

            The undersigned, _____________________, in its capacity as general
partner of the Partnership (in such capacity, the "General Partner") hereby
acknowledges and consents to, and agrees to cause to be registered on the books
and records of the Partnership, the Pledge of Partnership Interests, and further
agrees that upon receipt of written notice from the Pledgee, the General Partner
shall (i) cause the Partnership to pay and remit to the Pledgee all
distributions and other amounts payable to the Interest Owner upon demand or
otherwise, including, without limitation, upon the termination, liquidation, and
dissolution of the Partnership, (ii) cause the Partnership to hold all funds in
deposit accounts for the benefit of Pledgee, and (iii) cause the Partnership to
provide to the Pledgee all future correspondence, accountings of distributions,
and tax returns of the Partnership.

                                     __________________________________________,
                                     as General Partner

                                     By: _______________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                               Pledge Instruction
                                 Signature Page
<PAGE>

                          ANNEX A TO PLEDGE INSTRUCTION

                      FORM OF INITIAL TRANSACTION STATEMENT

      THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEE AS OF THE
      TIME OF ISSUANCE. DELIVERY OF THIS STATEMENT, OF ITSELF, CONFERS NO RIGHTS
      ON THE RECIPIENT. THIS STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A
      SECURITY.

NAME OF PLEDGOR:_________________________________
ADDRESS OF PLEDGOR:______________________________
Tax ID or Social Security Number:________________

Bank of America, N.A.
[ADDRESS]
[Tax ID Number: ___________________________________]

      On __________________, 2000, the undersigned, _______________________, in
its capacity as managing general partner of ______________________ (in such
capacity, the "Managing General Partner") caused the pledge of
___________________ (___%) of the outstanding partnership interests in
_____________________- ("Partnership Interest") by _____________________ (the
"Pledgor"), in favor of Bank of America, N.A. (the "Pledgee"), in its capacity
as Administrative Agent for certain Lenders and as Secured Party under that
certain Pledge, Assignment, and Security Agreement dated as of
_________________, 2000 (as the same may be amended, modified, supplemented, or
restated from time to time), to be registered on the books and records of the
Partnership. Except for the pledge in favor of the Pledgee, to the knowledge of
the undersigned (including, without limitation, any information which may appear
on the undersigned's books and records) there are no liens, restrictions, or
adverse claims to which the Partnership Interest is, or may be, subject as of
the date hereof.

                                     ___________________________________________

                                     By: _______________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                                                       Exhibit D
                                       33
<PAGE>

                                   EXHIBIT E-1

                         FORM OF COMPLIANCE CERTIFICATE
                         (American Cellular Corporation)

DATE:                    __________________________________,

SUBJECT PERIOD:          _______________ ended ________________________________,

ADMINISTRATIVE AGENT:    Bank of America, N.A.

BORROWER:                ACC ACQUISITION CO. (including its successor by merger,
                         American Cellular Corporation)

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

      This certificate is delivered under the Credit Agreement, dated as of
February 25, 2000 (as amended, modified, supplemented, or restated from time to
time, the "Credit Agreement"), among Borrower, ACC Acquisition LLC, as Parent,
Administrative Agent, and other Agents and Lenders party thereto. Capitalized
terms used herein and not otherwise defined herein shall have the meaning given
to such terms in the Credit Agreement.

      The undersigned certifies to Lenders that:

      (a) the undersigned [is] [are] a Responsible Officer of Borrower and a
Responsible Officer of Parent in the position(s) set forth under the
signature[s] below;

      (b) the Financial Statements of the Companies attached to this certificate
were prepared in accordance with GAAP, and present fairly in all material
respects the consolidated and consolidating financial condition and results of
operations of the Companies as of, and for the [three, six, or nine months, or
fiscal year] ended on, ___________________, (the "Subject Period") [(subject
only to normal year-end audit adjustments)];

      (c) a review of the activities of the Companies during the Subject Period
has been made under my supervision with a view to determining whether, during
the Subject Period, the Companies have kept, observed, performed, and fulfilled
all of their respective obligations under the Loan Documents, and during the
Subject Period, (i) the Companies kept, observed, performed, and fulfilled each
and every covenant and condition of the Loan Documents (except for the
deviations, if any, set forth on Annex A to this certificate) in all material
respects, and (ii) no Default (nor any Potential Default) has occurred which has
not been cured or waived (except the Defaults or Potential Defaults, if any,
described on Annex A to this certificate);

      (d) the status of compliance by the Companies with Sections 9.12, 9.13,
9.20, 9.21, 9.23, and 9.30 of the Credit Agreement at the end of the Subject
Period is as set forth on Annex B to this certificate;

      (e) to the extent any Equity Issuance or Debt Issuance occurred during the
Subject Period, all mandatory prepayments and commitment reductions (if any)
required pursuant to Section 3.3(b) have been made;


                                                                     Exhibit E-1
<PAGE>

      (f) to the extent any Excess Cash Flow existed during the
most-recently-ended fiscal year of Borrower, all mandatory prepayments and
commitment reductions (if any) required pursuant to Section 3.3(c), have been
made;

      (g) except for deviations described on Annex A, all Net Cash Proceeds from
the disposition of assets required to be reinvested in property or assets of the
Companies during the Subject Period have been reinvested, and no mandatory
prepayment is required to be paid by Borrower to Lenders pursuant to Section
3.3(b)(ii) of the Credit Agreement;

      (h) to the extent the Tower Sale-Leaseback occurred during the Subject
Period, all mandatory prepayments and commitment reductions (if any) required
pursuant to Section 3.3(b)(iv) have been made;

      (i) to the extent the Laredo Joint Venture Sale occurred during the
Subject Period, all mandatory prepayments and commitment reductions (if any)
required pursuant to Section 3.3(b)(v) have been made;

      (j) during the Subject Period, each Schedule and Annex to each Loan
Document that was required to be revised and supplied to Administrative Agent in
accordance with the terms of the Loan Documents has been so revised and supplied
(including, without limitation, each Annex to each Security Agreement listing
the locations of Collateral);

      (k) Parent has caused Manager to operate the Companies' Systems and
businesses in compliance with the Loan Documents;

      (l) all payments due Borrower under the Roaming Agreements during the
Subject Period have been paid directly to Borrower or have been contributed by
Parent to Borrower; and

      (m) the aggregate value of the Excluded Assets (as defined in Section 6.5
of the Agreement) does not exceed (i) $125,000,000, if prior to the occurrence
of a Default or Potential Default or (ii) $25,000,000, on or after the
occurrence of a Default or Potential Default.

                                [Signature of Responsible Officer of Borrower]

                                By: ____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                [Signature of Responsible Officer of Parent]

                                By: ____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                                                     Exhibit E-1
                                       2
<PAGE>

                        ANNEX A TO COMPLIANCE CERTIFICATE

                         DEVIATIONS FROM LOAN DOCUMENTS/
                         DEFAULTS OR POTENTIAL DEFAULTS

                              (If none, so state.)


                                                                     Exhibit E-1
                                       3
<PAGE>

                        ANNEX B TO COMPLIANCE CERTIFICATE
                         (American Cellular Corporation)

                            Status of Compliance with
                 Sections 9.12, 9.13, 9.20, 9.21, 9.23, and 9.30
                           of the Credit Agreement (1)

      [(Unless otherwise indicated, all calculations are to be made on a
consolidated basis for the Companies at the date of determination with respect
to the most recently-ended Rolling Period)]

      Parent and Borrower shall provide to Administrative Agent (for the benefit
of Lenders) detailed calculations, in form and substance reasonably acceptable
to Administrative Agent, demonstrating compliance with the following covenants:

Section 9.12 Debt and Guaranties

Section 9.13 Liens

Section 9.20 Loans, Advances, and Investments

Section 9.21 Distributions and Restricted Payments

Section 9.23 Sale of Assets

Section 9.30(a) - Leverage Ratio of the Companies

Section 9.30(b) - Debt Service Coverage Ratio (provided that no calculation is
required for periods after January 1, 2005, so long as the Leverage Ratio is
less than 4.0 to 1.00)

Section 9.30(c) - Interest Coverage Ratio

Section 9.30(d) - Fixed Charge Coverage Ratio (calculated for periods on and
after December 31, 2000; provided that no calculation is required for periods
after January 1, 2005, so long as the Leverage Ratio is less than 4.0 to 1.00)

Section 9.30(e) - Capital Expenditures (calculated for periods prior to January
1, 2002)

----------
(1)   All as more particularly determined in accordance with the terms of the
      Credit Agreement, which control in the event of conflicts with this form.


                                                                     Exhibit E-1
                                       4
<PAGE>

                                   EXHIBIT E-2

              FORM OF PERMITTED ACQUISITION COMPLIANCE CERTIFICATE
                         (American Cellular Corporation)

DATE:                  _____________________, _____

ADMINISTRATIVE AGENT:  Bank of America, N.A.

BORROWER:              ACC Acquisition Co. (including its successor by merger,
                       American Cellular Corporation)

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

      This Permitted Acquisition Compliance Certificate (the "Certificate") is
delivered under the Credit Agreement, dated as of February 25, 2000 (as amended,
modified, supplemented, or restated from time to time, the "Credit Agreement"),
among Borrower, ACC Acquisition LLC, as Parent, Administrative Agent, and other
Agents and Lenders party thereto. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given to such terms in the
Credit Agreement.

1. Notification of Proposed Acquisition.

      Borrower hereby notifies Administrative Agent that _______________
[Borrower or any Subsidiary of Borrower] intends to acquire the [stock/assets]
of ___________________ (the "Subject Acquisition"), on _______________, 20__
(the "Acquisition Date") [in exchange for ___________], which Subject
Acquisition qualifies as a [Permitted Cellular System Acquisition] [Permitted
Asset Swap] [Permitted PCS License Acquisition]. In connection with the Subject
Acquisition and in satisfaction of certain conditions precedent to the
qualification of the Subject Acquisition as a "Permitted Acquisition" under the
Loan Documents, the following is attached hereto:

      Annex A: which demonstrates compliance with the Purchase Price
               requirements for a [Permitted Cellular System Acquisition]
               [Permitted Asset Swap] [Permitted PCS License Acquisition] and
               the required availability under the Revolver Facility;

      Annex B: which sets forth calculations demonstrating pro forma compliance
               with the covenants in Sections 9.12, 9.13, 9.20, 9.21, 9.23, and
               9.30 of the Credit Agreement, after giving effect to the Subject
               Acquisition;

      Annex C: which sets forth a pro forma income statement and balance sheet
               for the Companies, after giving effect to the Subject
               Acquisition[ and for any Permitted Asset Swap in which the
               disposition and the acquisition of the Cellular Assets do not
               occur during the same fiscal quarter, Borrower shall deliver a
               pro forma income statement and balance sheet for the Companies,
               separately reflecting both the acquisition and disposition stages
               of the Permitted Asset Swap]

      Annex D: which sets forth cash flow projections for the Subject
               Acquisition through the last- to-occur of the then-effective
               Termination Dates[ and for any Permitted Asset Swap in which the
               disposition and the acquisition of the Cellular Assets do not
               occur


                                                                     Exhibit E-2
<PAGE>

               during the same fiscal quarter, Borrower shall deliver cash
               flow projections, separately reflecting both the acquisition
               and disposition stages of the Permitted Asset Swap]; and

      Annex E: which sets forth the Capital Expenditures projected for the
               Subject Acquisition from the consummation date of the Subject
               Acquisition through the last-to occur of the then-effective
               Termination Dates (the "Supplemental Capital Expenditures
               Budget").

2. General Certifications.

      On and as of the date of this Certificate, Borrower certifies to
Administrative Agent and Lenders that the following statements are true and
correct on the date hereof and will be true and correct on the closing date of
the Subject Acquisition:

      (a)   The Subject Acquisition will qualify as a ____________ (specify
            either Permitted Cellular System Acquisition, Permitted Asset Swap,
            or Permitted PCS License Acquisition) under the Credit Agreement;

      (b)   All of the representations and warranties in the Credit Agreement
            are true and correct (except to the extent that (i) the
            representations and warranties speak to a specific date or (ii) the
            facts on which such representations and warranties are based have
            been changed by transactions permitted by the Loan Documents and, if
            applicable, supplemental Schedules have been delivered with respect
            thereto and, when necessary, approved by Required Lenders);

      (c)   No Default or Potential Default exists nor will occur as a result
            of, and after giving effect to, the Subject Acquisition;

      (d)   The Subject Acquisition will not result in the formation or
            Acquisition of a Foreign Subsidiary of any Company;

      (e)   A true and correct copy of the purchase agreement or asset exchange
            agreement, as applicable, and all amendments, exhibits, and
            schedules thereto (the "Transaction Documents") have been delivered
            to Administrative Agent no later than the dates required by the Loan
            Documents and such Transaction Documents continue to be true and
            correct, and except for amendments, modifications, or supplements
            attached hereto as Annex F, such Transaction Documents have not been
            amended, modified, or supplemented since delivered to Administrative
            Agent;

      (f)   Immediately prior to the Subject Acquisition and after giving effect
            thereto and all Borrowings under the Revolver Facility to be made in
            connection therewith, there is at least $25 million of availability
            under the Revolver Commitment and all calculations required by
            Administrative Agent showing the same are attached hereto; and

      (g)   The Subject Acquisition does not result in the acquisition of stock
            or assets by Parent.


                                                                     Exhibit E-2
                                       2
<PAGE>

3. Other Certifications.

      On and as of the date of this Certificate, Borrower certifies to
Administrative Agent and Lenders that the following statements applicable to the
appropriate form of Subject Acquisition are true and correct on the date hereof
and will be true and correct on the closing date of the Subject Acquisition
(place a check mark next to the certifications for the appropriate form of
Subject Acquisition):

____  If the Subject Acquisition is a Permitted Asset Swap:

      (a)   The Purchase Price for such Permitted Asset Swap (i) is less than or
            equal to $150,000,000, and (ii) when aggregated with the Purchase
            Prices of all other Permitted Cellular System Acquisitions and
            Permitted Asset Swaps consummated on and after the Closing Date,
            does not exceed $450,000,000 in the aggregate;

      (b)   The fair market value of the Cellular Assets conveyed by any Company
            in the Permitted Asset Swap, when aggregated with the fair market
            value of all other Cellular Assets conveyed by the Companies in all
            Permitted Asset Swaps consummated on and after the Closing Date does
            not exceed $700,000,000 in the aggregate;

      (c)   As of the date any Cellular Assets of a Company are conveyed
            pursuant to the Permitted Asset Swap, (i) the sum of (x) the Asset
            Operating Cash Flow of the Cellular Assets being conveyed by such
            Company plus (y) the aggregate Asset Operating Cash Flow
            attributable to all other Permitted Assets Swaps consummated on and
            after the Closing Date does not exceed 35% of the Operating Cash
            Flow of the Companies as reflected on the most-recently delivered
            Compliance Certificate;

      (d)   The Cellular Assets acquired pursuant to the Permitted Asset Swap
            either (i) are located (A) within 200 miles of a Cellular System
            owned by Borrower or any of its Subsidiaries or (B), so long as DCS
            is the Manager, within 200 miles of a Cellular System owned by
            Communications or its Subsidiaries or (ii) include at least
            1,000,000 Pops capable of being served in contiguous Cellular
            Systems; and

      (e)   At the time of the Permitted Asset Swap, the Company shall have
            entered into one or more binding agreement or agreements with
            non-affiliated Persons to acquire Cellular Assets having an
            aggregate fair market value reasonably equivalent to the Cellular
            Assets to be exchanged by such Company.

____  If the Subject Acquisition is a Permitted Cellular System Acquisition:

      (a)   The Purchase Price for the Subject Acquisition (A) is less than or
            equal to $150,000,000 and (B) when aggregated with the Purchase
            Price of all other Permitted Cellular System Acquisitions and
            Permitted Asset Swaps consummated on and after the Closing Date to
            any date of determination, does not exceed $450,000,000 in the
            aggregate;


                                                                     Exhibit E-2
                                       3
<PAGE>

      (b)   To extent the Subject Acquisition is structured as a merger,
            Borrower, (or if such merger is with any Subsidiary of Borrower,
            then a domestic company that is or becomes a Subsidiary of Borrower)
            must be the surviving entity after giving effect to such merger; and

      (c)   To extent the Subject Acquisition is structured as a stock/equity
            acquisition, the acquiring Company shall own not less than a 85%
            interest in the entity being acquired and such acquired entity will
            be a domestic company that is or becomes a direct or indirect
            Subsidiary of Borrower.

____  If the Subject Acquisition is a Permitted PCS License Acquisition:

      (a)   The Purchase Price for the Subject Acquisition (i) does not exceed
            $25,000,000, and (ii) when aggregated with the Purchase Price of all
            other Permitted PCS License Acquisitions consummated on and after
            the Closing Date to any date of determination, does not exceed
            $50,000,000 in the aggregate;

      (b)   The projected PCS Capital Expenditures detailed on the Supplemental
            Capital Expenditure Budget with respect to the Subject Acquisition
            (to the extent approved by Administrative Agent, Co-Syndication
            Agents, and Co-Documentation Agents), when aggregated with the PCS
            Capital Expenditures of all other Permitted PCS License Acquisitions
            consummated on and after the Closing Date, does not exceed
            $100,000,000 in the aggregate; and

      (c)   Before giving effect to the Subject Acquisition, the Leverage Ratio
            for the Companies is less than 7.00 to 1.00.

4. Acknowledgments and Confirmation.

      Borrower acknowledges that this Certificate and the attached documents are
being delivered in partial satisfaction of the requirements for a "Permitted
Acquisition," and further confirms its understanding that the Subject
Acquisition will not be a "Permitted Acquisition" until satisfaction of each of
the criteria specified in the definition of "Permitted Acquisition" in Section
1.1 of the Credit Agreement, including, without limitation, satisfaction of the
conditions precedent set forth in Section 7.2 and on Schedule 7.2.


                                                                     Exhibit E-2
                                       4
<PAGE>

5. Further Assurances.

      Borrower shall timely deliver to Administrative Agent, upon reasonable
request by Administrative Agent, any documents, certificates, or information
relating to the Subject Acquisition (including, without limitation, all
information necessary to enable Administrative Agent to complete any due
diligence related to the Company(ies) or the assets being acquired), which
documents or certificates shall be in form and substance acceptable to
Administrative Agent.

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                           Corporation)


                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________


                                                                     Exhibit E-2
                                       5
<PAGE>

                                     ANNEX A
                 TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

DATE:                ___________

SUBJECT ACQUISITION: _________________________

                   COMPLIANCE WITH PURCHASE PRICE REQUIREMENTS

A. Purchase Price (complete, as appropriate, for type of Permitted Acquisition)

   1.     (a) If a Permitted Cellular System Acquisition, Purchase Price
              of Subject Acquisition (not to exceed $150,000,000), the
              components of which are, as follows:                 $____________

              A.     Cash                         $________________
              B.     Value of Capital Stock       $________________
              C.     Assumed Liabilities          $________________
              D.     Consulting Contracts         $________________
              E.     Value of Property Exchanged  $________________
              F.     Non-Compete Agreements       $________________

          (b) Purchase Price of all other Permitted Cellular System Acquisitions
              and Permitted Asset Swaps consummated from and after the Closing
              Date                                                 $____________

          (c) The sum of Lines (a) and (b) does not exceed $450,000,000   Yes/No

  2.      (a) If a Permitted Asset Swap, Purchase Price of Subject Acquisition
              (not to exceed $150,000,000), the components of which are,
              as follows:                                          $____________

              A.     Cash                         $________________
              B.     Value of Capital Stock       $________________
              C.     Assumed Liabilities          $________________
              D.     Consulting Contracts         $________________
              E.     Non-Compete Agreements       $________________

          (b) Purchase Price of all other Permitted Cellular System Acquisitions
              and Permitted Asset Swaps consummated from and after the Closing
              Date                                                $____________

          (c) The sum of Lines (a) and (b) does not exceed $450,000,000   Yes/No

          (d) The fair market value of the Cellular Assets of the Companies
              conveyed in the Subject Acquisition                  $____________


                                                                     Exhibit E-2
                                       6
<PAGE>

          (e) The fair market value of the Cellular Assets of the Companies
              conveyed in all other Permitted Asset Swaps since the
              Closing Date                                         $____________

          (f) The sum of Lines (d) and (e) does not exceed $700,000,000   Yes/No

   3.     (a) If a Permitted PCS License Acquisition, Purchase Price
              of Subject Acquisition (not to exceed $25,000,000), the
              components of which are, as follows:                 $____________

              A.     Cash                         $________________
              B.     Value of Capital Stock       $________________
              C.     Assumed Liabilities          $________________
              D.     Consulting Contracts         $________________
              E.     Value of Property Exchanged  $________________
              F.     Non-Compete Agreements       $________________

          (b) Purchase Price of all other Permitted PCS License Acquisitions
              Swaps consummated from and after the Closing Date    $____________

          (c) The sum of Lines (a) and (b) does not exceed $50,000,000    Yes/No

B. Revolver Availability

   1.   Availability under the Revolver Commitment immediately prior to the
        consummation of the Subject Acquisition                    $____________
   2.   Principal amount of Borrowings under the Revolver Facility on the
        closing date of the Subject Acquisition                    $____________
   3.   The difference between Lines 1 and 2 does not exceed $25,000,000  Yes/No


                                                                     Exhibit E-2
                                       7
<PAGE>

                                     ANNEX B
                 TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

DATE:                ___________

SUBJECT ACQUISITION: _________________________

                               FINANCIAL COVENANTS

                            Status of Compliance with
                 Sections 9.12, 9.13, 9.20, 9.21, 9.23, and 9.30
                            of the Credit Agreement 1
        (Unless otherwise indicated, all calculations are to be made on a
          consolidated pro forma basis for the Companies (after giving
                       effect to the Subject Acquisition)
              at the date of determination with respect to the most
                         recently-ended Rolling Period)

    Calculations are to be submitted in a form substantially similar to those
         utilized in the Compliance Certificate and in detail and scope
                       acceptable to Administrative Agent.


                                                                     Exhibit E-2
                                       8
<PAGE>

                                     ANNEX C
                 TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

DATE:                ___________

SUBJECT ACQUISITION: _________________________

                       PRO FORMA INCOME AND BALANCE SHEET

                          (TO BE PROVIDED BY BORROWER)


                                                                     Exhibit E-2
                                       9
<PAGE>

                                     ANNEX D
                 TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

DATE:                ___________

SUBJECT ACQUISITION: _________________________

                              CASH FLOW PROJECTIONS

                          (TO BE PROVIDED BY BORROWER)


                                                                     Exhibit E-2
                                       10
<PAGE>

                                     ANNEX E
                 TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

DATE:                ___________

SUBJECT ACQUISITION: _________________________

                           CAPITAL EXPENDITURE BUDGET

                          (TO BE PROVIDED BY BORROWER)


                                                                     Exhibit E-2
                                       11
<PAGE>

                                     ANNEX F
                 TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

DATE:                ___________

SUBJECT ACQUISITION: _________________________

                               PURCHASE AGREEMENT

                          (TO BE PROVIDED BY BORROWER)


                                                                     Exhibit E-2
                                       12
<PAGE>

                                   EXHIBIT E-3

                       FORM OF PERMITTED ACQUISITION LOAN
                               CLOSING CERTIFICATE

DATE:                ___________

SUBJECT ACQUISITION: _________________________

      This certificate is delivered pursuant to Section 7.2 of the Credit
Agreement, dated as of February 25, 2000 (as amended, modified, supplemented, or
restated from time to time, the "Credit Agreement"), among ACC Acquisition Co.
(including its successor by merger, American Cellular Corporation, as Borrower,
ACC Acquisition LLC, as Parent, Administrative Agent, and other Agents and
Lenders party thereto. Capitalized terms used herein and not otherwise defined
herein shall have the meaning given to such terms in the Credit Agreement.

1. Subject Acquisition. This certificate relates to the Acquisition by
_________________________ [Borrower or any Subsidiary of Borrower] of the
[stock/assets] of ___________________________________________ (the "Subject
Acquisition"), on ___________________, 20_____ (the "Acquisition Date") [in
exchange for ___________], which Subject Acquisition qualifies as a [Permitted
Cellular System Acquisition] [Permitted Asset Swap] [Permitted PCS License
Acquisition]

2. Certification Regarding Subject Acquisition. In connection with the Subject
Acquisition, Borrower hereby represents and warrants the following:

      a.    All of the representations and warranties in the Credit Agreement
            are true and correct immediately prior to and after giving effect to
            the Subject Acquisition (except to the extent that (i) the
            representations and warranties speak to a specific date or (ii) the
            facts on which such representations and warranties are based have
            been changed by transactions contemplated or permitted by the Loan
            Documents and, if applicable, supplemental Schedules have been
            delivered with respect thereto and, when necessary, approved by
            Required Lenders);

      b.    Immediately prior to and after giving effect to the Subject
            Acquisition, no Default or Potential Default exists;

      c.    Not less than 14 days prior to the Acquisition Date, Borrower
            delivered to Administrative Agent a Permitted Acquisition Compliance
            Certificate with respect to the Subject Acquisition, together with
            all financial projections, reports, and certifications required
            thereby, which certifications and representations continue to be
            true and correct on the Acquisition Date and which projections
            continue to be accurate and complete on and as of the Acquisition
            Date;

      d.    Not less than 30 days prior to the Acquisition Date, Borrower
            delivered to Administrative Agent a copy of the purchase agreement
            or asset exchange agreement, as applicable, and all amendments,
            exhibits, and schedules thereto (the "Transaction Documents"), and
            such Transaction Documents have not been amended, modified, or
            supplemented since the date


                                                                     Exhibit E-3
<PAGE>

            of delivery to Administrative Agent (except as delivered pursuant to
            the Permitted Acquisition Compliance Certificate with respect to the
            Subject Acquisition);

      e.    The Subject Acquisition meets all of the requirements to qualify as
            a "Permitted Acquisition" under the Credit Agreement, including,
            without limitation, the following conditions: (i) as of the
            Acquisition Date, the Subject Acquisition has been approved and
            recommended by the board of directors of the Person to be acquired
            or from which such business is to be acquired; (ii) each condition
            precedent to a Permitted Acquisition set forth in Section 7.2 and
            Schedule 7.2 of the Credit Agreement has been satisfied; (iii) after
            giving effect to the Subject Acquisition, the acquiring party is
            Solvent and the Companies, on a consolidated basis, are Solvent;
            (iv) immediately prior to the Subject Acquisition and after giving
            effect thereto and all Borrowings under the Revolver Facility made
            in connection therewith, there is at least $25 million of
            availability under the Revolver Commitment; (v) each Authorization
            issued by the FCC or any PUC to be acquired by any Company in or by
            virtue of any Subject Transaction is valid, binding, enforceable,
            and subsisting without any defaults thereunder or enforceable
            adverse limitations thereon and is not subject to any proceedings or
            claims opposing the issuance, development, or use thereof or
            contesting the validity thereof unless such Company has entered into
            an agreement (on terms and conditions satisfactory to Administrative
            Agent) with the seller of such Authorization protecting such Company
            from such adverse limitations, proceedings, or claims; (vi) the
            Subject Acquisition does not result in the formation or Acquisition
            of a Foreign Subsidiary of any Company; and (vii) the Subject
            Acquisition does not result in the acquisition of stock or assets by
            Parent.

      f.    The Subject Acquisition meets all of the requirements to qualify as
            a _______________ (specify either Permitted Cellular System
            Acquisition, Permitted Asset Swap, or Permitted PCS License
            Acquisition) under the Credit Agreement, including, without
            limitation the following conditions as applicable to the appropriate
            form of Subject Acquisition:

            If the Subject Acquisition is a "Permitted Cellular System
            Acquisition," then: (i) the Purchase Price for the Subject
            Acquisition is less than or equal to $150,000,000 and, when
            aggregated with the Purchase Price of all other Permitted Cellular
            System Acquisitions and Permitted Asset Swaps consummated on and
            after the Closing Date to any date of determination, does not exceed
            $450,000,000; (ii) if the Subject Acquisition is structured as a
            merger, Borrower, (or if such merger is with any Subsidiary of
            Borrower, then a domestic company that is or becomes a Subsidiary of
            Borrower) must be the surviving entity after giving effect to such
            merger; and (iii) if the Subject Acquisition is structured as a
            stock/equity acquisition, the acquiring Company shall own not less
            than a 85% interest in the entity being acquired and such acquired
            entity will be a domestic company that is or becomes a direct or
            indirect Subsidiary of Borrower;]

            If the Subject Acquisition is a "Permitted Asset Swap," then: (i)
            the Purchase Price for the Subject Acquisition is less than or equal
            to $150,000,000 and, when aggregated with the Purchase Price of all
            other Permitted Cellular System Acquisitions and Permitted Asset
            Swaps consummated on and after the Closing Date to any date of
            determination, does not exceed $450,000,000; (ii) the fair market
            value of the Cellular Assets conveyed by any Company in the Subject
            Acquisition, when aggregated with the fair market value of all other
            Cellular Assets conveyed by the Companies in all Permitted Asset
            Swaps consummated on


                                                                     Exhibit E-3
                                       2
<PAGE>

            and after the Closing Date does not exceed $700,000,000; (iii) as of
            the date any Cellular Assets of a Company are conveyed pursuant to
            the Subject Acquisition, the sum of (x) the Asset Operating Cash
            Flow of the Cellular Assets being conveyed by such Company plus (y)
            the aggregate Asset Operating Cash Flow attributable to all other
            Permitted Assets Swaps consummated on and after the Closing Date
            does not exceed 35% of the Operating Cash Flow of the Companies as
            reflected on the most-recently delivered Compliance Certificate;
            (iv) at the time of the Permitted Asset Swap, such Company has
            entered into one or more binding agreement or agreements with
            non-affiliated Persons to acquire Cellular Assets having an
            aggregate fair market value reasonably equivalent to the Cellular
            Assets to be exchanged by such Company; (v) within six months of the
            execution of the binding agreements referred to in clause (iv),
            Borrower shall deliver a certificate to Administrative Agent stating
            that the Permitted Asset Swap has been consummated; and (vi) the
            Cellular Assets acquired pursuant to the Permitted Asset Swap either
            (i) are located (A) within 200 miles of a Cellular System owned by
            Borrower or any of its Subsidiaries or (B), so long as DCS is the
            Manager, within 200 miles of a Cellular System owned by
            Communications or its Subsidiaries or (ii) include at least
            1,000,000 Pops capable of being served in contiguous Cellular
            Systems; and]

            If the Subject Acquisition is a "Permitted PCS License Acquisition,"
            then: (i) the Purchase Price for the Subject Acquisition is less
            than or equal to $25,000,000 and, when aggregated with the Purchase
            Price of all other Permitted PCS License Acquisitions consummated on
            and after the Closing Date to any date of determination, does not
            exceed $50,000,000; (ii) the projected Capital Expenditures detailed
            on the Supplemental Capital Expenditure Budget with respect to the
            Subject Acquisition (to the extent approved by Administrative Agent,
            Co-Syndication Agents, and Co-Documentation Agents), when aggregated
            with the Supplemental Capital Expenditures of all other Permitted
            PCS License Acquisitions consummated on and after the Closing Date,
            does not exceed $100,000,000 in the aggregate; (iii) before giving
            effect to the Subject Acquisition, the Leverage Ratio for the
            Companies was less than 7.00 to 1.00; and (iv) after giving effect
            to the Subject Acquisition, the voting and economic interests in
            Parent held by AWS and its Affiliates and Communications and its
            Affiliates shall be equal to their respective interests immediately
            prior to the consummation of such acquisition;]

      g.    All acquisition documents or asset exchange documents, as
            appropriate, related to the Subject Acquisition (the "Acquisition
            Documents") have been duly and validly executed and delivered by
            each of the parties thereto and constitute the legal, valid, and
            binding obligations of the parties thereto, enforceable against such
            parties in accordance with their respective terms (except as may be
            limited by applicable Debtor Relief Laws);

      h.    All representations and warranties made by Borrower in the Permitted
            Acquisition Compliance Certificate and related Borrowing Notice (if
            any) delivered with respect to the Subject Acquisition, and by any
            Company or other Person in the Acquisition Documents, are true and
            correct in all material respects on and as of the date made or
            deemed made, as of the Acquisition Date, and as of the date(s) of
            funding of the Borrowing (if any) and the delivery of this
            certificate; and the Acquisition Documents set forth the entire
            agreement and understanding of the parties thereto relating to the
            subject matter thereof, and there are no


                                                                     Exhibit E-3
                                       3
<PAGE>

            other agreements, arrangements, or understandings, written or oral,
            relating to the matters covered thereby; and

      i.    The Subject Acquisition or if a Permitted Asset Swap in which the
            disposition and the acquisition of the Cellular Assets do not occur
            during the same fiscal quarter, the ________ stage (specify either
            acquisition or disposition), has been consummated contemporaneously
            with the making of the related Borrowing (if any) and the delivery
            of this certificate, and in compliance, in all material respects,
            with all conditions and requirements contained in the Acquisition
            Documents; no breach of any material term or condition contained in
            such Acquisition Documents has occurred; after giving effect to the
            Subject Acquisition, Borrower or its Subsidiary, as applicable, has
            acquired and become the owner(s) of all of the property or assets to
            be acquired thereby free and clear of any Liens, except Permitted
            Liens; in connection with the Subject Acquisition, no Company has
            assumed any liabilities other than those reflected or reserved
            against in the applicable pro forma Financial Statements delivered
            to Administrative Agent, or contingent liabilities under the
            Acquisition Documents which are not required to be reflected or
            reserved against in accordance with GAAP.

                     Remainder of Page Intentionally Blank.
                            Signature Page to Follow.


                                                                     Exhibit E-3
                                       4
<PAGE>

      EXECUTED on the date first written on this Permitted Acquisition Loan
Closing Certificate.

                           ACC ACQUISITION CO.
                           (including its successor by merger, American Cellular
                           Corporation)


                           By: _________________________________________________
                               Name:  __________________________________________
                               Title: __________________________________________


                                                                     Exhibit E-3
                                       5
<PAGE>

                                    EXHIBIT F

                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

      Reference is made to the Credit Agreement dated as of February 25, 2000
(as amended, modified, supplemented, or restated to the Effective Date [defined
below], the "Credit Agreement") among ACC Acquisition Co., (including its
successor by merger, American Cellular Corporation) ("Borrower"), ACC
Acquisition LLC, as Parent, Bank of America, N.A., as Administrative Agent for
Lenders ("Administrative Agent"), and other Agents and Lenders party thereto.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.

      "Assignor" and "Assignee" referred to on Schedule 1 agree as follows:

      1. Assignor hereby sells and assigns to Assignee, without recourse and
without representation or warranty except as expressly set forth herein, and
Assignee hereby purchases and assumes from Assignor, an interest in and to
Assignor's Rights and obligations under the Credit Agreement and the related
Loan Documents as of the Effective Date equal to the percentage interest
specified on Schedule 1 of all outstanding Rights and obligations with respect
to those Facilities under the Credit Agreement as set forth on Schedule 1 (each
an "Assigned Facility"). After giving effect to such sale and assignment,
Assignor's and Assignee's Committed Sum under each affected Facility under the
Credit Agreement and the amount of the Principal Debt owed to Assignee under any
affected Facility will be as set forth on Schedule 1.

      2. Assignor (a) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (b) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties, or representations made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency,
or value of the Loan Documents or any other instrument or document furnished
pursuant thereto; (c) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any party to any Loan
Document or the performance or observance by any such party of any of its
obligations under the Loan Documents or any other instrument or document
furnished pursuant thereto; and (d) attaches the Notes held by Assignor (to the
extent any of the Principal Debt being assigned and owed to Assignor is
evidenced by Notes) and requests that Administrative Agent exchange such Notes
for new Notes if so requested by either Assignor or Assignee. Any such new Notes
shall be prepared in accordance with the provisions of Sections 3.1(b) of the
Credit Agreement and will reflect the respective Committed Sums or Principal
Debt (for each Facility, as appropriate) of Assignee and Assignor after giving
effect to this Assignment and Acceptance Agreement.

      3. Assignee (a) represents and warrants that it is legally authorized to
enter into this Assignment and Acceptance Agreement; (b) confirms that it has
received a copy of the Credit Agreement, together with copies of the Current
Financials and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance Agreement; (c) agrees that it will, independently and without
reliance upon Administrative Agent, Assignor, or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (d) confirms that it is an Eligible Assignee; (e) appoints
and authorizes Administrative Agent to take such action as Administrative Agent
on its behalf and to exercise such powers and discretion under the Credit
Agreement as are delegated to Administrative Agent by the terms thereof,
together with such powers and discretion as


                                                                       Exhibit F
<PAGE>

are reasonably incidental thereto; (f) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (g) attaches any
U.S. Internal Revenue Service or other forms required under Section 4.6(d) of
the Credit Agreement.

      4. Following the execution of this Assignment and Acceptance Agreement by
Assignor, Assignee, and Borrower (to the extent required hereunder), it will be
delivered to Administrative Agent for acceptance and recording by Administrative
Agent pursuant to the Credit Agreement. The effective date for this Assignment
and Acceptance Agreement shall be the date described on Schedule 1 (the
"Effective Date"), which shall not, unless otherwise agreed to by Administrative
Agent in its sole discretion, be earlier than five Business Days from the date
of such acceptance and recording by Administrative Agent.

      5. Upon such acceptance and recording by Administrative Agent, as of the
Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to
the extent provided in this Assignment and Acceptance Agreement, have the Rights
and obligations of a Lender thereunder, and (b) Assignor shall, to the extent
provided in this Assignment and Acceptance Agreement, relinquish its Rights and
be released from its obligations under the Agreement.

      6. Upon such acceptance and recording by Administrative Agent, from and
after the Effective Date, Administrative Agent shall make all payments under the
Credit Agreement, the Notes (to the extent any of the Principal Debt owed to
Assignee is evidenced by Notes), and loan accounts in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest, and commitment fees and other fees with respect thereto) to Assignee.
Assignor and Assignee shall make all appropriate adjustments in payments under
the Credit Agreement and the other Loan Documents for periods prior to the
Effective Date directly between themselves.

      7. Unless Assignee is a Lender, an Affiliate of Assignor, or an Approved
Fund of Assignor, this Assignment and Acceptance Agreement is conditioned upon
the consent of Administrative Agent and, unless a Default or Potential Default
then exists, Borrower, pursuant to the definition of "Eligible Assignee" in the
Credit Agreement. The execution and delivery of this Assignment and Acceptance
Agreement by Borrower and Administrative Agent is evidence of this consent.

      8. As contemplated by Section 13.13(b)(iv) of the Credit Agreement,
Assignor or Assignee (as determined between Assignor and Assignee) agrees to pay
to Administrative Agent for its account on the Effective Date in federal funds a
processing fee of $3,500 (or (a) $2,500 for an assignment between Lenders or (b)
such other amount agreed to by Administrative Agent).

      9. THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

      10. This Assignment and Acceptance Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance Agreement
by telecopier shall be effective as delivery of a manually executed counterpart
of this Assignment and Acceptance Agreement.


                                                                       Exhibit F
                                       2
<PAGE>

      IN WITNESS WHEREOF, Assignor and Assignee have caused Schedule 1 to this
Assignment and Acceptance Agreement to be executed by their officers thereunto
duly authorized as of the date specified thereon.


                                                                       Exhibit F
                                       3
<PAGE>

                                   SCHEDULE 1
                     TO ASSIGNMENT AND ACCEPTANCE AGREEMENT

<TABLE>
<CAPTION>
=================================================================================================================
   Assigned Facility         Committed Sum or                   Commitment Percentage
                              Principal Debt        (i.e. the proportion that Assignee's Committed Sum to be
                                 Assigned           acquired bears to the aggregate Committed Sum of all
                              (as applicable)       Lenders) or Percentage of Principal Debt assigned (i.e. the
                                                    proportion that the Principal Debt to be acquired by
                                                    Assignee bears to the aggregate Principal Debt under the
                                                    respective Facility) (set forth to at least 8 decimal points)
=================================================================================================================
<S>                          <C>                    <C>
Revolver Facility
-----------------------------------------------------------------------------------------------------------------
Term Loan A Facility
-----------------------------------------------------------------------------------------------------------------
Term Loan B Facility
-----------------------------------------------------------------------------------------------------------------
Term Loan C Facility
=================================================================================================================
</TABLE>

EFFECTIVE DATE OF ASSIGNMENT: *______________ ___, ______

By execution below Assignor and Assignee represent and warrant to Administrative
Agent and the Companies that this Assignment and Acceptance Agreement and the
assignment proposed to be effected hereby satisfies all the requirements of
Section 13.13(b) of the Credit Agreement.

                                [NAME OF ASSIGNOR], as Assignor
                                By: ____________________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________
                                Date: __________________________________________
                                Address for Notice:_____________________________
                                ________________________________________________
                                ________________________________________________
                                Attn: __________________________________________
                                Telephone: _____________________________________
                                Telecopier: ____________________________________

                                [NAME OF ASSIGNEE], as Assignee By:
                                By: ____________________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________
                                Date: __________________________________________
                                Address for Notice:_____________________________
                                ________________________________________________
                                ________________________________________________
                                Attn: __________________________________________
                                Telephone: _____________________________________
                                Telecopier: ____________________________________

*     This date should be no earlier than five Business Days after the delivery
      of this Assignment and Acceptance Agreement to Administrative Agent unless
      otherwise agreed by Administrative Agent in its sole discretion.


                                                                       Exhibit F
<PAGE>

If Section 13.13(b) and clause (d) of the definition of "Eligible Assignee" of
the Credit Agreement so require, Borrower and Administrative Agent consent to
this Assignment and Acceptance Agreement.

                                    ACC ACQUISITION CO.
                                    (including its successor by merger, American
                                    Cellular Corporation), as Borrower

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title:
                                    Date: ______________________________________


                                    BANK OF AMERICA, N.A.,
                                    as Administrative Agent

                                    By: ________________________________________
                                        Name:  _________________________________
                                        Title:
                                    Date: ______________________________________


                       Assignment and Acceptance Agreement
                                 Signature Page
<PAGE>

                                   EXHIBIT G-1

                     FORM OF OPINION OF COUNSEL OF BORROWER
                         (American Cellular Corporation)

                                            February 25, 2000

Bank of America, N.A., as Administrative Agent
Each Lender under the Credit Agreement (as hereinafter defined)

        Re: Credit Agreement for ACC Acquisition Co. (including
            its successor by merger, American Cellular Corporation)

Ladies and Gentlemen:

      We have acted as counsel to ACC ACQUISITION LLC, a Delaware limited
liability company (the "Parent") and ACC ACQUISITION CO., a Delaware corporation
(together with its successor by merger, AMERICAN CELLULAR CORPORATION, the
"Borrower"), and the other Companies in connection with (i) the Credit Agreement
of even date herewith (the "Credit Agreement"), among the Borrower, the Parent,
BANK OF AMERICA, N.A., as Administrative Agent (the "Agent"), BANK OF AMERICA
SECURITIES LLC, as Sole Lead Arranger and Book Running Manager, LEHMAN
COMMERCIAL PAPER INC. and TD SECURITIES (USA) INC., as Co-Syndication Agents,
and CIBC WORLD MARKETS CORP. and BARCLAYS BANK PLC, as Co-Documentation Agents,
and the Lenders named on Schedule 2.1 to the Credit Agreement (the "Lenders"),
and (ii) the American Merger (as defined in the Credit Agreement).

      This opinion is delivered pursuant to Section 7.1 of the Credit Agreement
and except as otherwise defined herein, each capitalized term used herein has
the meaning given to such term in the Credit Agreement; provided, however, that
for the purpose of this opinion, the term "Company" or "Companies" shall mean
Parent, Borrower and each of the entities listed on Exhibit A attached hereto
and made a part hereof.

      We have examined such corporate, limited liability company, and
partnership documents and such records of the Parent, the Borrower and the other
Companies and such certificates of public officials and officers of the
Companies, other documents, and matters of law as we deemed necessary or
appropriate, including, without limitation, originals or copies of (a) the
Credit Agreement, (b) the Notes, (c) the Guaranty of even date herewith executed
by the Parent and certain of the Companies parties thereto (the "Guaranty"), (d)
the Pledge, Assignment and Security Agreement of even date herewith executed by
the Parent, Borrower and certain of the Companies parties thereto (the "Security
Agreement"), (e) a form of Financing Statement which would be completed showing
the respective Companies, as debtors, and the Agent, as Secured Party (the
"Financing Statements") (all of the foregoing, collectively, the "Transaction
Documents"). Additionally, we have examined (i) the Agreement and Plan of Merger
dated as of October 5, 1999, by and among the Parent and American Cellular
Corporation, a Delaware corporation ("American"); (ii) the Stockholder Voting
Agreement dated as of October 5, 1999, by and among the Parent, the Borrower,
American and certain stockholders of American; (iii) the Unrestricted Equity
Agreement dated October 5, 1999, by and among AWS, AT&T Wireless Services JV Co.
("AWS JV") and the Parent; (iv) the Second Amended and Restated Limited
Liability Company Agreement dated as of the date hereof, by and among the
Parent, AWS JV and Dobson JV Company ("Dobson JV"); (v) the Amended and Restated
Management


                                                                     Exhibit G-1
                                        1
<PAGE>

Bank of America, NA., as Administrative Assistant
Each Lender under the Credit Agreement
February 25, 2000
Page 2

Agreement dated as of the date hereof, by and among Dobson Cellular Systems,
Inc. ("DCS") and the Parent; (vi) the Amended and Restated Operating Agreement
dated as of the date hereof, by and among DCS and the Parent; and (vii) the
Amended and Restated Operating Agreement dated as of the date hereof, by and
among AWS and the Parent (such agreements referred to in clauses (i) through
(vii), being collectively referred to as the "American Merger Documents"). We
also have obtained and rely on (a) certificates of existence and good standing
for each of the Companies from (i) their respective states of
incorporation/formation and (ii) such states as we have been advised by the
Companies are the states in which the Companies conduct business (collectively,
the "Good Standing Certificates") and (b) such other certificates and assurances
from public officials as we have deemed necessary or appropriate for the purpose
of rendering this opinion. In particular, as to the opinions rendered in
subparagraphs (a) and (b) of each of paragraphs 1 and 2 below, we rely
exclusively on such Good Standing Certificates as the basis of such opinions.

      We have assumed: (i) all signatures are genuine (other than the signatures
on behalf of the Borrower and the Companies), (ii) all individual signatories to
the Transaction Documents and/or the American Merger Documents are competent,
(iii) all documents submitted to us as originals are authentic, (iv) all
documents submitted to us as copies conform with the originals of those
documents, (v) all documents examined by us are accurate and complete, (vi) the
legal capacity of all persons executing documents (other than the corporate and
limited liability company capacity of the Borrower and the Companies), (vii) the
proper indexing and accuracy of all public records and documents, (viii) the due
issuance and validity of all laws, ordinances, and regulations, (ix) the
Companies have rights in the Collateral (as defined in the Security Agreement)
(the "Collateral"), (x) the Lenders have made the initial advance under the
Credit Agreement, (xi) except for such Financing Statements to be filed in the
State of New York (which are discussed in paragraph 12 below), the Financing are
in sufficient form for perfecting security interests in the Collateral under the
applicable law of the states in which such Financing Statements are to be filed,
(xii) the Financing Statements filed against each Company as "debtor" are filed
in each jurisdiction where such Company is located, such Company has its chief
executive office or such Company's Collateral is located (all such jurisdictions
are referred to herein as the "Filing Jurisdictions"), and all filing fees and
taxes payable in connection with the filing of such Financing Statements are
paid in full, and (xiii) the business conducted by the Companies consists
exclusively of the activities customarily conducted by companies providing
cellular telephone services.

      For purposes of this opinion, we are assuming that the Agent and each
Lender have all requisite power and authority and have taken all necessary
action to enter into the Transaction Documents and to effect such transactions.
We also assume that Agent and each Lender has duly executed and delivered the
Transaction Documents, and the Transaction Documents constitute valid and
binding obligations of each of the Agent and the Lenders, enforceable against
each of the Agent and the Lenders in accordance with their respective terms.

      We assume that all actions have been taken to effect the Agent and the
Lenders' compliance with any state or federal laws (or regulations of any
political subdivision or instrumentality thereof) applicable to the transactions
described in the Transaction Documents (including, without limitation, the
enforcement of any rights granted thereby) because of the nature of the business
of the Agent or the Lenders or facts relating


                                                                     Exhibit G-1
                                       2
<PAGE>

Bank of America, NA., as Administrative Assistant
Each Lender under the Credit Agreement
February 25, 2000
Page 3

specifically to any of the Agent or the Lenders, or as to the effect of any such
non-compliance as a result thereof on the opinions set forth below.

      We render no opinion on matters except as specifically stated. In
particular, we express no opinions with respect to (i) the title to any of the
Collateral, (ii) the priority of the security interests and liens on the
Collateral created by the Transaction Documents, (iii) except as expressly
stated herein, the perfection of any security interests or lien on the
Collateral created by the Transaction Documents and in particular, we express no
opinion with respect to the validity or perfection of any security interest or
other lien purported to be created by the Transaction Documents in Collateral
consisting of (A) real estate, (B) fixtures, (C) licenses, permits, franchises
or grants of authority issued by the FCC, any PUC or other regulatory authority,
(D) Collateral located in jurisdictions outside the United States (if any), (E)
or except as provided in paragraph 14 below, property as to which a security
interest cannot be granted and perfected by filing in the Filing Jurisdictions
under the UCC (as hereinafter defined), (iii) the accuracy or sufficiency of the
description of the Collateral, (iv) the compliance of any real or personal
property with any applicable zoning, subdivision, building, safety,
environmental, health, hazardous waste, wetlands protection or other applicable
laws or regulations, or (v) federal or state securities laws and tax laws and
regulations, (vi) federal and state laws and regulations concerning filing and
notice requirements, (vii) compliance with fiduciary duty requirements, (viii)
except as specified in paragraph 11 below, any rules of choice of law, (ix)
pension and employee benefit laws and regulations and (x) the Communications Act
or rules or regulations of any PUC.

      As to various questions of fact material to our opinion, information with
respect to which is in the possession of the Companies, we have made inquiries
of the Companies and have relied upon the accuracy of the Companies' responses,
and as to factual matters, the opinions expressed below are made in reliance
upon the correctness of the representations, warranties, and other information
contained in the Transaction Documents and/or the American Merger Documents and
otherwise obtained during our examination of the documents and other matters
described above, including, without limitation, the facts stated in the
Certificate of even date herewith executed by the Borrower and the Companies
(the "Certificate"), a copy of which is attached hereto as Exhibit B. We have
made no independent investigation with respect to such factual matters, although
we have no actual knowledge that any such responses, facts or representations
are incorrect in any material respect. Whenever our opinion refers to "our
actual knowledge", it is based solely on the actual knowledge (and not
constructive, implied or imputed knowledge) of attorneys who are currently
partners or employees of this firm and who are directly involved in the
representation of the Companies in connection with the transactions evidenced by
the Transaction Documents or comprising the American Merger. We have not
undertaken any independent investigation to determine the existence or absence
of such facts, and no inference as to our knowledge of the existence or absence
of such facts should be drawn from our representation of the Companies. In
particular, we advise you that we have not searched the dockets of any court or
undertaken a judgment search for judgments against any of the Companies in any
jurisdiction.

      The opinions hereinafter expressed are qualified to the extent that: (a)
the enforceability of any agreement or instrument or any right granted
thereunder may be subject to or affected by any bankruptcy, reorganization,
insolvency, avoidance, fraudulent conveyance, arrangement, moratorium,
marshalling or other similar laws relating to or affecting the rights of
creditors generally; (b) the remedy of injunctive relief,


                                                                     Exhibit G-1
                                        3
<PAGE>

Bank of America, NA., as Administrative Assistant
Each Lender under the Credit Agreement
February 25, 2000
Page 4

specific performance and any other equitable remedies may be unavailable in any
jurisdiction or may withheld as a matter of judicial discretion; (c) the
enforceability of any agreement or instrument or any right granted thereunder
may be subject to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing (regardless
of whether enforceability is considered in a proceeding in equity or in law) and
to the discretion of the court before which proceedings thereof may be brought;
(d) the enforceability of any agreement or instrument or any right granted
thereunder may be subject to public policy considerations or court decisions
which may limit rights to obtain indemnification; (e) the enforceability of any
agreement or instrument or any right granted thereunder may be subject to the
enforceability under certain circumstances under applicable law or court
decisions of those provisions expressly or by implication waiving broadly or
vaguely stated rights, unknown future rights, defenses to obligations or rights
granted by law, where such waivers are against public policy or prohibited by
law; and (f) certain rights, remedies, forfeitures, penalties, waivers or
elections contained in the Transaction Documents and/or the American Merger
Documents may be rendered ineffective or limited by applicable laws or judicial
decisions governing such provisions, but the application thereof would not, in
our opinion, render the Transaction Documents or the American Merger Documents
invalid as a whole, or render the remedies provided for therein, taken as a
whole, inadequate for the practical realization of the benefits intended to be
provided thereby (except for the economic consequences of procedural or other
delay).

      Our opinions expressed below are further qualified as follows:

      (i)   perfection of the security interests in proceeds will be limited to
            the extent provided in Section 9-306 of the UCC;

      (ii)  to the extent the security interests are perfected by filing the
            Financing Statements, Article 9 of the UCC requires the filing of
            continuation statements within the period of six months prior to the
            expiration of five years from the date of the original filings and
            each fifth anniversary thereafter in order to maintain the
            effectiveness of the filings;

      (iii) the security interests will cease to be perfected as to (A) any
            Collateral acquired by a debtor more than four months after such
            debtor so changes its name, identity or structure so as to make the
            Financing Statements seriously misleading, unless new appropriate
            financing statements are properly filed before the expiration of
            such four months, (B) any Collateral consisting of accounts, general
            intangibles or chattel paper arising more than four months after a
            debtor changes its principal office or residence to a new
            jurisdiction outside of the Filing Jurisdictions, (C) items of
            Collateral consisting of goods purchased from a Company by a buyer
            in the ordinary course of business (as defined in Section 1-201(9)
            of the UCC), (D) buyers of chattel paper or instruments who give new
            value and take possession in the ordinary course of business, (E)
            buyers of items of Collateral consisting of goods purchased a
            Company otherwise than in the ordinary course of business to the
            extent that the security interests secure future advances made after
            the secured party acquires knowledge of the purchase, or more than
            45 days after the purchase, whichever first occurs, unless made
            pursuant to a commitment entered into without knowledge of the
            purchase and before the


                                                                     Exhibit G-1
                                        4
<PAGE>

Bank of America, NA., as Administrative Assistant
Each Lender under the Credit Agreement
February 25, 2000
Page 5

            expiration of the 45-day period, and (F) Collateral otherwise
            disposed of by a Company if such disposition is authorized pursuant
            to the Transaction Documents, but in such event the security
            interests would cover the proceeds of such sale to the extent
            contemplated by Section 9-306 of the UCC;

      (iv)  if any of the Collateral is moved to a state in which a Financing
            Statement has not been filed or if a Company's location changes to
            another state, or in some states where a local filing is required,
            to another county or city in which a Financing Statement has not
            been filed, Sections 9-103 and Section 9-401(3) of the UCC require
            that a new appropriate financing statement be filed in such new
            state, county or city, as the case may be, within four months after
            such move to continue perfection of the security interest;

      (v)   to the extent that the security interests in the Collateral are
            subject to Article 9 of the UCC, such Security Interests will be
            enforceable against and will attach to such Collateral only to the
            extent that a Company has rights therein;

      (vi)  we have assumed that none of the Collateral consists of consumer
            goods, crops growing or to be grown, timber to be cut, minerals or
            the like at the wellhead or the minehead;

      (vii) in the case of instruments (as such term is defined in Article 9 of
            the UCC) or money, the security interests therein cannot be
            perfected by the filing of the Financing Statements but will be
            perfected only if possession thereof is obtained in accordance with
            the provisions of the Security Agreement;

      (viii) in the case of property which becomes part of Collateral after the
            date hereof, Section 552 of the Federal Bankruptcy Code limits the
            extent to which the property acquired by a debtor after the
            commencement of a case under the Federal Bankruptcy Code may be
            subject to a security interest arising from a security agreement
            entered into by the debtor before the commencement of such case; and

      (ix)  in the event that Revised Article 9 of the UCC becomes effective,
            additional filings may be required in accordance with the transition
            rules set forth therein in order to continue perfection of the
            security interests in the Collateral.

      We express no opinion as to the solvency of any of the Companies or any
other Person and we assume for purposes of this opinion that the transactions
contemplated by the Transaction Documents and/or the American Merger Documents
(as applicable) do not render any of such Persons insolvent.

      Based upon and subject to the foregoing, we are of the opinion that:

      1. Each Company (including, without limitation, the Borrower) that is a
corporation (a) is a corporation validly existing and in good standing under the
laws of its state of organization, (b) is duly


                                                                     Exhibit G-1
                                        5
<PAGE>

Bank of America, NA., as Administrative Assistant
Each Lender under the Credit Agreement
February 25, 2000
Page 6

qualified to transact business as a foreign corporation in each jurisdiction
where the nature and extent of its business and properties require the same and
where the failure to so qualify could not reasonably be expected to be a
Material Adverse Event, and (c) possesses the requisite corporate authority to
conduct its business and execute, deliver and comply with the terms of each of
the Transaction Documents and the American Merger Documents to which it is a
party, which have been duly authorized and approved by all necessary corporate
action.

      2. Each Company (including, without limitation, the Parent) that is a
limited liability company (a) is a limited liability company validly existing
and in good standing under the laws of its state of organization, (b) is duly
qualified to transact business as a foreign limited liability company in each
jurisdiction where the nature and extent of its business and properties require
the same and where the failure to so qualify could not reasonably be expected to
be a Material Adverse Event, and (c) possesses the requisite limited liability
company authority to conduct its business and execute, deliver and comply with
the terms of each of the Transaction Documents and the American Merger Documents
to which it is a party, which have been duly authorized and approved by all
necessary limited liability company action.

      3. Each Company has duly executed and delivered each Transaction Document
and each American Merger Document to which such Company is a party.

      4. Each Transaction Document and each American Merger Document to which
any Company is a party evidences the valid and legally binding obligation of
such Company, enforceable against such Company in accordance with its respective
terms.

      5. Except such consents and approvals which have already been obtained, or
such consents and approvals which the failure to so obtain would not result in a
Material Adverse Event, no authorization, consent, approval, license,
declaration or registration with, any Governmental Authority, or any other
Person, is required to be obtained in connection with the execution and
performance of the Transaction Documents and the American Merger Documents. To
our knowledge, the consummation of the transactions contemplated by the American
Merger Documents and the Transaction Documents is not restrained by any decree,
injunction of any court or governmental agency.

      6. The execution, delivery and performance of, and compliance with the
terms of, the Transaction Documents and the American Merger Documents will not
cause any Company party thereto to be in violation of its respective Articles or
Certificates of Incorporation, Articles of Organization, Operating Agreement, or
Bylaws (as applicable).

      7. The execution, delivery and performance of and compliance with the
terms of the Transaction Documents and the American Merger Documents will not
cause the Borrower or any other Company to be in violation of any Laws other
than such violations which could not reasonably be expected to be, individually
or collectively, a Material Adverse Event.


                                                                     Exhibit G-1
                                        6
<PAGE>

Bank of America, NA., as Administrative Assistant
Each Lender under the Credit Agreement
February 25, 2000
Page 7

      8. We confirm to you that, to our actual knowledge, there is no action,
suit, proceeding or investigation at law or in equity before any court, public
board or body, pending or threatened against or affecting the Borrower or any of
the other Companies other than those matters set forth in Schedule 1 attached
hereto.

      9. The extent of the ownership of the capital stock of, or equity interest
in, and jurisdiction of organization of, each Company is as set forth on
Schedule 8.3 of the Credit Agreement, and, except as set forth on such Schedule
8.3, to our actual knowledge the Companies do not have any other Subsidiaries.

      10. No Company is subject to regulation under the Investment Company Act
of 1940 or the Public Utility Holding Company Act of 1935 (the "1935 Act"). In
rendering the opinion set forth in this paragraph with respect to 1935 Act, we
have been advised by the Borrower that no Company is an "electric utility
company" or a "gas utility company" as those terms are defined in the 1935 Act.

      11. A New York court applying Section 5-1401 of the New York General
Obligations Laws would uphold the provisions of the Transaction Documents
whereby the parties agree that the Transaction Documents are to be governed by
the laws of the State of New York.

      12. The financing statements attached hereto as Schedule 2 (the "New York
Financing Statements") are in sufficient form for filing with respectively, the
offices of the Secretary of State of New York, the Clerk of Delaware County, New
York, the Clerk of Orange County, New York, and the Clerk of Dutchess County,
New York (collectively, the "New York Filing Offices"). Upon the filing of the
New York Financing Statements with the New York Filing Offices, the Agent will
have a perfected security interest in that portion of the Collateral in which a
security interest can be perfected by filing a financing statement under the New
York Uniform Commercial Code.

      13. To the extent that a security interest in the Collateral can be
granted under the Uniform Commercial Code (the "UCC") and can be perfected by
the filing of financing statements under Article 9 of the UCC in the Filing
Jurisdictions in which the Agent will file the Financing Statements, upon the
filing of the Financing Statements in all offices in the Filing Jurisdictions
where the Financing Statements are required to be filed under the applicable
laws of the Filing Jurisdictions, the Transaction Documents shall create and
perfect valid security interests in favor of the Agent for the benefit of the
Lenders.

      14. Upon the delivery to and continuous possession of the Agent, on behalf
of the Lenders, of the Collateral consisting of Certificated Securities (as
defined in the UCC in effect in the State of New York), the Transaction
Documents will create a valid security interest in such Certificated Securities.

      We are members of the bar of the States of New York and Rhode Island, and
we do not purport to express any opinion herein concerning any law other than
the laws currently in effect in the States of New York and Rhode Island, the
General Corporation Law of the State of Delaware and the federal law of the
United States of America. We express no opinion as to the effect of any future
amendments, changes or modifications of any such laws, statutes, rules,
regulations or court decisions; and we assume no obligation


                                                                     Exhibit G-1
                                        7
<PAGE>

Bank of America, NA., as Administrative Assistant
Each Lender under the Credit Agreement
February 25, 2000
Page 8

to update or supplement such opinions to reflect any facts or circumstances
which may hereafter come to our attention or any changes in any law, statute,
rule, regulation or court decision which may hereafter occur.

      This opinion is delivered to you solely for your use in connection with
the extensions of credit contemplated by the Transaction Documents, and it may
not be circulated, quoted or referred to, or be relied upon by any other person
or for any other purpose other than the Agent, each Lender, each assignee that
hereinafter becomes a Lender pursuant to Section 13.13 of the Credit Agreement
and the law firm of Haynes and Boone, LLP, in its capacity as counsel for the
Agent, without our prior written consent.

                                Very truly yours,

                                EDWARDS & ANGELL, LLP


                                By:_________________________________
                                     Walter G.D. Reed, a Partner


                                                                     Exhibit G-1
                                        8
<PAGE>

                                    Exhibit A

3.    ACC of Kentucky LCC, a Delaware limited liability company.

4.    ACC of Kentucky License LLC, a Delaware limited liability company.

5.    ACC of Michigan Corporation, a Delaware corporation.

6.    ACC of Michigan License LLC, a Delaware limited liability company.

7.    ACC of Minnesota Corporation, a Delaware corporation.

8.    ACC of Minnesota License LLC, a Delaware limited liability company.

9.    ACC of New York License I, LLC, a Delaware limited liability company.

10.   ACC of New York License II, LLC, a Delaware limited liability company.

11.   ACC of New York License III, LLC, a Delaware limited liability company.

12.   ACC of Ohio Corporation, a Delaware corporation.

13.   ACC of Ohio License LLC, a Delaware limited liability company.

14.   ACC of Pennsylvania LCC, a Delaware limited liability company.

15.   ACC of Pennsylvania License LLC, a Delaware limited liability company.

16.   ACC of Tennessee LCC, a Delaware limited liability company.

17.   ACC of Tennessee License LLC, a Delaware limited liability company.

18.   ACC of Wausau Corporation, a Delaware corporation.

19.   ACC of Wausau License LLC, a Delaware limited liability company.

20.   ACC of West Virginia Corporation, a Delaware corporation.

21.   ACC of West Virginia License LLC, a Delaware limited liability company.

22.   ACC of Wisconsin LCC, a Delaware limited liability company.

23.   ACC of Wisconsin License LLC, a Delaware limited liability company.

24.   Alexandra Cellular Corporation, a Delaware corporation.

25.   Alton CellTelCo Cellular Corporation, a Delaware corporation.


                                                                     Exhibit G-1
<PAGE>

26.   American Cellular Wireless LLC, a Delaware limited liability company.

27.   Chill Cellular Corporation, a Delaware corporation.

28.   Dutchess County Cellular Telephone Co., Inc., a Delaware corporation.

29.   PCPCS Corporation, a Delaware corporation

30.   Cellular Information Systems of Laredo, Inc.


                                                                     Exhibit G-1
                                        2
<PAGE>

                     SCHEDULE 1 to Edwards & Angell Opinion

1.    Possible Equitable Lien - Eau Claire System

      ACC Wisconsin License LLC holds the license for all of the Borrower's FCC
      licenses for cellular systems in Wisconsin except for the Wausau MSA
      license (which is owned by ACC Wausau License LLC).

      Among the licenses ACC Wisconsin License LLC holds is the license for the
      Eau Claire MSA. ACC Wisconsin License LLC is a wholly-owned subsidiary of
      ACC of Wisconsin LLC, which was formed on December 30, 1998, by the
      consolidation of six wholly-owned operating subsidiaries of American
      Cellular Wireless LLC, with American Cellular Wireless LLC becoming the
      sole member of ACC of Wisconsin LLC. ACC Wisconsin License LLC received
      the Eau Claire MSA license from Chippewa Cellular Corporation ("Chippewa")
      as part of the corporate consolidation. Chippewa had earlier acquired the
      license from C.I.S. of Eau Claire, Inc., Debtor-in-Possession.

      At the time Chippewa acquired the license from C.I.S. of Eau Claire, Inc.,
      Debtor-in-Possession, certain parties apparently held interests in the Eau
      Claire MSA "cellular system" but were not stockholders of Chippewa. Those
      parties hold no ownership interest in ACC of Wisconsin LLC of ACC
      Wisconsin License LLC. However, it is possible that those interest holders
      (amounting to no more than a 2.0453% overall interest) retain an equitable
      claim with regard to the Eau Claire MSA "cellular system".

2.    Doyle v. Price, et al.

      A class action lawsuit was filed in New York state court in 1998 by
      certain shareholders of PriCellular Corporation ("PriCellular") against
      PriCellular and certain of its directors in the matter of Doyle v. Price,
      et al. The lawsuit resulted from the Company's acquisition of PriCellular
      and challenged, among other things, the adequacy of disclosures to
      shareholders in connection with the transaction, the amount of the
      "break-up" fee and the price offered to PriCellular's shareholders. The
      lawsuit has been settled, and the settlement has been preliminarily
      approved by the court. The final approval hearing is scheduled for March
      28, 2000. To date the Company has not received notice of objections to the
      settlement from any class members. The Company disclaimed any fault in the
      settlement, which does not require payment of any damages by the Company.
      The Company has, however, agreed to reimburse the plaintiffs' attorneys
      fees in the amount of $350,000. An accrual in an amount greater than the
      anticipated attorney fees was made on the books of the Company as of
      December 31, 1998.

3.    Dutchess County Cellular Telephone Co. v. Quartararo

      One of the Company's subsidiaries filed a lawsuit in New York state court
      in 1998 against its former New York real estate and zoning counsel
      Quartararo & Quartararo for conflict of interest, breach of fiduciary duty
      and malpractice. The Company is seeking over $2,000,000 in damages in the
      lawsuit. Zoning counsel failed to reveal that he owned property next door
      to one of the Company's proposed sites, and failed to inform the Company
      that he was secretly working to defeat the Company's zoning application.
      The Quartararo defendants answered the complaint and are seeking a
      dismissal, but did not counterclaim against the Company. The Court denied
      defendants' motion to dismiss in large


                                                                     Exhibit G-1
<PAGE>

      part. Following their failure to obtain a dismissal, defendant's insurance
      company contacted the Company and requested settlement discussions.

4.    McCarty Employment Matters

      This matter arose from the Company's Kentucky subsidiary's discharge of an
      area manager after numerous written warnings and the failure to perform
      basic management tasks, including making and posting a schedule for sales
      employees. The matter is an appeal of a finding that unemployment
      insurance benefits were appropriate. The Kentucky Unemployment Insurance
      Commission initially denied unemployment benefits to a former supervisor
      discharged for cause by one of the Company's subsidiaries. The former
      employee appealed, and was granted unemployment benefits, which are
      covered by the Company's contributions to the fund. The Company appealed
      this decision.

5.    Laredo I.S.D., et al. v. Cellular Information Systems of Laredo, Inc.

      The School districts in Laredo, Texas are seeking back taxes allegedly
      owed for 1994 and 1995 from Cellular Information Systems of Laredo, Inc.
      This subsidiary was acquired by the Company out of bankruptcy in late 1994
      and, accordingly, the Company believes the 1994 taxes were released by the
      final bankruptcy order. In addition, the Company's accounting records
      indicate the 1995 taxes were paid. The total taxes, penalties and interest
      sought in the suits for both 1994 and 1995 is approximately $140,000
      (including penalties and interest). The Company is investigating and
      disputing these claims.

6.    Department of Labor Inquiry in Wisconsin

      In response to a single complaint, the U.S. Department of Labor made a
      preliminary investigation of possible overtime pay owed to sales people at
      the Company's Wisconsin subsidiary who might have worked more than forty
      hours per week and whose salary and commissions did not equal the
      statutorily required time-and-one-half required for hours worked over
      forty per week. After determining that both the number of potentially
      affected individuals and hours involved were very small, the U.S.
      Department of Labor investigator asked the subsidiary to perform a
      self-audit. Although the Company believes the individuals involved are not
      owed overtime pay, the self audit revealed the total amount at issue was
      less than $10,000 even if overtime were due. The results of the Company's
      self-audit have been forwarded to the investigator, and it appears this
      matter will be resolved for less than the amount originally estimated.

7.    Kentucky PSC Confidentiality Request

      An administrative matter in Kentucky involves a request for
      confidentiality of subscriber and revenue figures for the Company's
      Kentucky subsidiary, which are disclosed yearly to the state to allow an
      assessment by the Kentucky Public Service Commission. Kentucky Public
      Service Commission officials have stated that they intend to disclose all
      wireless carrier subscriber counts and gross revenues. After the Company
      filed its brief in this matter, the PSC canceled the scheduled hearing and
      submitted the matter on the record.

8.    Art Richmond


                                                                     Exhibit G-1
                                        2
<PAGE>

      Art Richmond is a small dealer for the Company's Minnesota subsidiary. Mr.
      Richmond has complained for years that he is not treated fairly because he
      is blind. The Company's investigation reveals that in fact, he has been
      appropriately paid and even allowed to remain a dealer despite
      consistently failing to meet minimum activation levels. Mr. Richmond has
      never filed any claim.

9.    West Virginia Attorney General Actions.

      The Borrower and its Subsidiaries may be subject to a possible
      investigation of the entire CMRS industry by the West Virginia Attorney
      General ("WVAG"). The WVAG is currently investigating Easterbrooke
      Cellular ("Easterbrooke"), a company wholly unrelated to the Borrower. The
      WVAG may broaden the investigation to include all cellular, PCS and SMR
      licensees in West Virginia. Apparently, the WVAG maintains that any sale
      by an agent/dealer (such as Radio Shack) is a "door-to-door" sale
      requiring a three-day "cooling-off" period. Easterbrooke filed a motion to
      dismiss citing the exception in the law freeing common carriers from its
      terms. In addition, the WVAG has also challenged certain billing practices
      engaged in by all carriers, such as late fees and early termination
      charges for breaking a contract. The Borrower may qualify under an
      exception for common carriers filing tariffs, and the Borrower has tariffs
      still on file with the West Virginia Public Service Commission that allow
      the challenged practices. The West Virginia Wireless Coalition, which
      includes virtually all CMRS carriers, is contemplating filling a motion
      for declaratory relief in federal court to circumvent any further action
      by the WVAG against any other wireless carrier. No claims have been
      against the Borrower to date.

10.   Kentucky Consumer Protection Act Investigation.

      The Borrower's Kentucky subsidiary has received a notice from the Kentucky
      Attorney General's Office concerning a complaint from a dealer for one of
      its Kentucky competitors alleging a possible violation of the Consumer
      Protection Act prohibiting unfair, false, misleading or deceptive acts or
      practices in trade or commence. In particular, the investigation was aimed
      at advertisements that noted that "Digital Rate Plans were Available".
      After its initial investigation, the Kentucky Attorney General's office
      acknowledged that there had been no consumer complaint, and that the
      Kentucky subsidiary did provide some digital service, as well as some
      digital functionality, but complained that ads did not adequately detail
      certain limitations on the scope of digital service. Moreover, in
      discussions with the Borrower, the Assistant Attorney General has
      acknowledged that the primary effect of "Digital Rate Plans" is to lower
      prices to consumers by charging for digital service even where more
      expensive analog service is provided. The Assistant Attorney General
      suggested this matter may be settled by m ore complete disclosure in
      future advertisements and some notice to current digital subscribers in
      their bills. Although it appears that the Attorney General's action, which
      goes to type and quality of service, may be preempted by federal
      restrictions on state rate regulation, the Borrower is considering a
      voluntary disclosure or a formal consent, in either instance without any
      admission and conditioned upon a termination of the investigation.


                                                                     Exhibit G-1
                                        3
<PAGE>

11.   Consumer Protection Matters.

      In addition, two of the Borrower's subsidiaries received a total of three
      letters from May through September 1998, one from the Wisconsin Consumer
      Protection Bureau and two from the State of New York, Office of the
      Attorney General, Bureau of Consumer Frauds and Protection, to respond to
      complaints from three individual subscribers regarding a charge for a
      roamer administration fee. Both subsidiaries responded that the chargers
      were clearly allowed by the subscribers contracts, and moreover, were
      allowed under the applicable state's laws as a proper pass-through of
      expenses required by federal regulations. To date, neither the Wisconsin
      Bureau nor the New York State Attorney General has taken any further
      action.

12.   Fees Due and Payable

      Beginning on January 1, 1998, the FCC imposed a requirement that all
      cellular businesses, including the Company, make payments to the Universal
      Service Fund equal to a variable percentage of its gross revenue from
      cellular telephone activity, in an amount of approximately 0.7%. By
      letters dated April 16, 1999, the Universal Service Administration
      Corporation "USAC") advised 17 subsidiaries of the Company of USAC's
      request for documentation and explanation of apparent discrepancies in
      Universal Service Fund revenues reported by these operating subsidiaries
      for January-June 1998 relative to "average six month revenues reported for
      the period January-December 1997." On June 30, 1999, the Company responded
      to USAC on behalf of the subsidiaries. The Company submitted additional
      information to USAC on September 2, 1999, and believes that the net effect
      of the documents submitted will show that the Company is paying an
      appropriate amount to USAC for 1999. The Company intends to continue to
      comply with this levy and has been passing this charge on to its customers
      since January 1, 1998.

13.   Minnesota Roaming Inquiry

      The Company's Minnesota subsidiary has received an inquiry from a local
      sales and use tax official in Minnesota regarding sales tax charged to a
      customer for roaming that had been "rerated" from a roaming rate to a
      local airtime rate. The Company has responded to the inquiry. The matter
      has been transferred to the main tax office in Minneapolis, and no further
      inquiry has been made.

14.   New York State Sales Tax Audits

      All three of the Company's New York subsidiaries are undergoing regular
      periodic sales tax audits, with the period June 30, 1997 to the present
      under review. The state revenue official has completed his initial review
      of Alexandra Cellular Corporation and Dutchess County Cellular Telephone
      Co., Inc., and the preliminary results suggest a refund for the Company.
      The state revenue officer begins the review of Chill Cellular Corporation
      in mid September 1999.

15.   New York Federal Excise Tax Audits

      All three of the Company's New York subsidiaries have received notices of
      federal excise tax review for the prior and current tax years.

16.   Wisconsin Franchise Tax Audits


                                                                     Exhibit G-1
                                        4
<PAGE>

      In 1998, the Company's Wisconsin controller amended the Company's
      Wisconsin operating subsidiaries' franchise tax returns, and sought
      refunds totaling approximately $20,000. This refund request triggered an
      audit, which the State completed in late 1998, with the State issuing a
      notice of further assessment in the amount of $90,000.

17.   Cellular1.com

      More than a year ago, the Cellular One Group requested that the Company
      transfer control of the domain name "www.cellular1.com" to the Cellular
      One Group. The Company responded that the Company's license agreement with
      the Cellular One Group permitted the use by the Company of the domain
      name. The Company has not received any further correspondence from the
      Cellular One Group on this matter.


                                                                     Exhibit G-1
                                        5
<PAGE>

                                    EXHIBIT B

             CERTIFICATE OF THE COMPANIES (Edwards & Angell Opinion)

                         Re: Opinion of Edwards & Angell

                                                   February 25, 2000

Edwards & Angell, LLP
2800 BankBoston Plaza
Providence, Rhode Island  02903

Ladies and Gentlemen:

      In connection with the delivery of your opinion of even date herewith (the
"E&A Opinion") which you are rendering of even date to Bank of America, N.A., as
Administrative Agent, and the Lenders named on Schedule 2.1 to the Credit
Agreement (the "Lenders"), under a certain Credit Agreement dated of even date
herewith among the Borrower, the Parent, BANK OF AMERICA, N.A., as
Administrative Agent (the "Agent"), BANK OF AMERICA SECURITIES LLC, as Sole Lead
Arranger and Book Running Manager, LEHMAN COMMERCIAL PAPER INC. and TD
SECURITIES (USA) INC., as Co-Syndication Agents, and CIBC WORLD MARKETS CORP.
and BARCLAYS BANK PLC, as Co-Documentation Agents, and the Lenders named on
Schedule 2.1 to the Credit Agreement (the "Lenders"), by the Lenders, the
undersigned hereby certify:

      1. The execution, delivery of and compliance with the terms of the
      Transaction Documents and the American Merger Documents, as defined in the
      Credit Agreement of even date herewith (the "Credit Agreement") to which
      the Borrower and any Company, as defined in the Credit Agreement, is a
      party, and the performance by the Borrower of its obligations thereunder,
      will not result in a violation or breach of, or conflict with, or
      constitute a default on the part of the Borrower or any Company under, (A)
      any law of the State of New York or the United States, or (B) any
      agreement or instrument to which the Borrower and/or any Company is bound
      or under any order, rule or regulation applicable to the Borrower and/or
      any Company or any of such party's activities or properties.

      2. The Companies are located or transact business only in the places
      listed on Annex A attached hereto.

      3. All consents, approvals, authorizations, and orders of governmental or
      regulatory authorities, if any, which are required for the consummation by
      the Borrower and the Companies of the transactions contemplated by the
      Transaction Documents and the American Merger Documents have been
      obtained.

      4. The Borrower and each Company, to the best of its knowledge, is in
      compliance in all material respects with all applicable Laws, federal,
      state and local (including, without limitation, Environmental Laws and
      those statutes administered by each state public utility commission that,
      on the date of this opinion, exercises jurisdiction over the Borrower
      and/or the Companies (collectively, the "Local Authorities")), material to
      the conduct of its business and operations, except as otherwise


                                                                     Exhibit G-1
<PAGE>

      listed on Schedule 1 attached hereto. Except as have been obtained, no
      authorization, consent, approval, waiver, licenses or formal exemptions
      from, nor any filing, declaration or registration with, any Governmental
      Authority or non-governmental entity, under the terms of the contracts or
      otherwise, is required by reason of or in connection with the execution
      and performance of the Transaction Documents and the American Merger
      Documents. The consummation of each of the transactions contemplated by
      the Transaction Documents in the manner therein contemplated is not
      restrained by any decree, judgment, ruling or injunction.

      5. There exists no action, suit, proceeding or investigation at law or in
      equity before any court, public board or body pending or threatened
      against or affecting the Borrower or any Company wherein an unfavorable
      decision, ruling or finding could reasonably be expected to have a
      material adverse effect on the business, operations, properties or
      financial condition of the Borrower or any Company, other than those
      matters listed on Schedule 2 attached hereto.

      6. No Company, nor any subsidiary of any Company, directly or indirectly
      owns, controls or holds with power to vote, ten percent (10%) or more of
      the outstanding voting securities of an electric utility company or a gas
      utility company, nor has the Securities and Exchange Commission
      determined, after notice and an opportunity for a hearing, that any
      Company or any subsidiary of a Company is a "holding company" pursuant to
      the Public Utility Holding Company Act of 1935.

      Any term not defined herein shall have the same meaning as in the E&A
Opinion.

      You are authorized to rely on the foregoing as a basis for and no
connection with delivery of the E&A opinion.

                                Very truly yours,

                                Parent:

                                ACC ACQUISITION, LLC, Parent, by its Members

                                AT&T WIRELESS SERVICES JV CO.

                                By: ____________________________________________
                                Name: __________________________________________
                                Title: _________________________________________


                                DOBSON JV COMPANY

                                By: ____________________________________________
                                Name: __________________________________________
                                Title: _________________________________________


                                                                     Exhibit G-1
                                        2
<PAGE>

                                Borrower:

                                ACC ACQUISITION CO. and all other Companies
                                listed on Annex B hereto

                                By: ____________________________________________

                                Title: Treasurer
                                       -----------------------------------------


                                                                     Exhibit G-1
                                        3
<PAGE>

                                     ANNEX B

                                  The Companies

ACC OF KENTUCKY LCC

ACC OF KENTUCKY LICENSE LCC

ACC OF MICHIGAN CORPORATION

ACC OF MICHIGAN LICENSE LLC

ACC OF MINNESOTA CORPORATION

ACC OF MINNESOTA LICENSE LCC

ACC OF NEW YORK LICENSE I, LLC

ACC OF NEW YORK LICENSE II, LLC

ACC OF NEW YORK LICENSE III, LCC

ACC OF OHIO CORPORATION

ACC OF OHIO LICENSE LLC

ACC OF PENNSYLVANIA LLC

ACC OF PENNSYLVANIA LICENSE LLC

ACC OF TENNESSEE LLC

ACC OF TENNESSEE LLC

ACC OF TENNESSEE LICENSE LLC

ACC OF WAUSAU CORPORATION

ACC OF WAUSAU LICENSE LLC

ACC OF WEST VIRGINIA CORPORATION

ACC OF WEST VIRGINIA LICENSE LLC

ACC OF WISCONSIN LLC

ACC OF WISCONSIN LICENSE LLC


                                                                     Exhibit G-1
<PAGE>

ALEXANDRIA CELLULAR CORPORATION LLC

ALTON CELLTELCO CELLULAR CORPORATION

AMERICAN CELLULAR WIRELESS LLC

CHILL CELLULAR CORPORATION

DUTCHESS COUNTY CELLULAR  TELEPHONE CO., INC.

PCPCS CORPORATION

CELLULAR INFORMATION SYSTEMS OF LAREDO, INC.


                                                                     Exhibit G-1
                                        2
<PAGE>

                                   EXHIBIT G-2

                  FORM OF OPINION OF SPECIAL REGULATORY COUNSEL
                         (American Cellular Corporation)

February 23, 2000

Bank of America, N.A., as Administrative Agent
901 Main Street
64th Floor
Dallas, TX 75202

Each Lender Named in Schedule 2.1 to the Credit Agreement referred to below

      Re:   Credit Agreement (as amended, modified, supplemented, or restated
            from time to time)(the Re: "Credit Agreement"), dated as of February
            25, 2000, among ACC Acquisition Co. (including its successor by
            merger, American Cellular Corporation) as Borrower; ACC Acquisition
            LLC ("Parent"); Banc of America Securities, LLC, as Sole Lead
            Arranger and Book Running Manager; Bank of America, N.A., as
            Administrative Agent; Lehman Commercial Paper Inc. and TD Securities
            (USA), as Co-Syndication Agents; CIBC World Markets Corp and
            Barclays Bank, PLC, as Co-Documentation Agents; the Managing Agents
            and Co-Agents defined therein; and the Lenders named in Schedule 2.1
            thereof.

Ladies and Gentlemen:

      We have acted as special communications counsel to ACC Acquisition LLC,
ACC Acquisition Co. (including its successor by merger American Cellular
Corporation) and its Subsidiaries listed on Schedule 8.3 to the Credit Agreement
(collectively with Parent and Borrower, the "Companies") in connection with the
Credit Agreement. We have also acted as special communications counsel to the
Parent in connection with the American Merger as defined in the Credit
Agreement.

      This opinion is being delivered to you pursuant to Section 7.1 and
paragraph 12 of Schedule 7.1 of the Credit Agreement. Capitalized terms used
herein which are not otherwise defined shall have the meanings assigned to them
in the Credit Agreement.

      As applicable to each of the Companies, we have examined the Loan
Documents, the American Merger Documents, the licenses and certificates of
public convenience and necessity and similar authorizations issued to each such
Company by the Federal Communications Commission ("FCC") and any state public
utility commission ("PUC") that, on the date of this opinion, exercises
jurisdiction over such Companies (each such PUC, which is listed on Schedule A,
being an "Applicable PUC"). Our opinion is limited to the provisions of the
Communications Act of 1934 as amended, 47 U.S.C. ss.151 et seq., and all rules,
regulations, and published policies of the FCC (collectively, the
"Communications Act"), and all relevant rules, regulations, and published
policies of and all laws administered by the Applicable PUCs (the "PUC Laws"),
and we express no opinion and assume no responsibility as to the applicability
of any other laws.


                                                                     Exhibit G-2
                                        1
<PAGE>

      We have assumed the genuineness of signatures of all persons signing any
documents, the authority of all persons signing any document on behalf of
parties thereto, the authority of all public officials and governmental
authorities, the authenticity of all documents submitted to us as originals, the
conformity to authentic originals of all documents submitted to us as copies,
and the correctness of public files, records and certificates of, or furnished
by, governmental or regulatory agencies or authorities.

      This opinion is based upon our examination of the rules, regulations,
documents, certificates, public files and records of the FCC made available to
us on or before February 23, 2000; on an examination of the records and files of
the Companies made available to us on or before February 23. 2000; and on our
examination of the Loan Documents. As to any facts material to these opinions
which we did not establish by relying upon documents or records, we have relied
upon statements, representations and/or certificates of officers, directors,
principals, or agents of the Parent, the Borrower or any of the Companies made
in the Credit Agreement, the American Merger Documents, or any other Loan
Documents, or made directly for our benefit in the preparation of this opinion.
No other investigation has been undertaken in connection with this opinion, and
in particular, we have made no independent audit of any of the Companies'
businesses or operations. To the extent that certain factual matters are stated
"to the best of our knowledge," or a similar phrase, it is intended to indicate
that those attorneys in this firm who have rendered legal services to any of the
Companies on a regular basis do not have current actual knowledge of the
inaccuracy of such statement. However, except as otherwise expressly indicated,
we have not undertaken any independent investigation to determine the accuracy
of any such statement, and no inference that we have any knowledge of any
matters pertaining to such statement should be drawn from our representation of
the Company.

      Determinations as to the de facto control of an FCC licensee are made by
the FCC on a case-by-case basis. Our opinion assumes that the covenants and
conditions contained in the Loan Documents will be exercised and/or enforced in
a commercially reasonable manner.

      Members of our firm are admitted to the bar of the District of Columbia.
While members of our firm are admitted to the bars of other states in which any
of the Companies may be operating, we hold no opinions with respect to the laws
in those states that are implicated, if any, by the transactions herein, except
for the laws of any Applicable PUC. Further, we express no opinion as to any
other federal laws or the laws or rules of any other jurisdiction, state, county
or municipal, except, as applicable, the Communications Act.

      In rendering our opinions herein, we have relied solely upon the
information described explicitly above, and on no other information. We disclaim
any responsibility or duty to investigate, ascertain or report on any document,
matter, condition or proceeding which is outside the scope of our review
described in this letter, or which may develop subsequently to the date of this
letter, including any amendments or revisions to any of the Loan Documents made
after the date hereof. This disclaimer includes, but is not limited to, judicial
proceedings involving other parties (such as antitrust proceedings in the
communications industry), legislative proceedings, rulemaking proceedings before
the FCC, any PUC or other agencies, and official or informal proceedings which
are not a matter of written public record (such as investigations, confidential
deliberations, and the like).

      We disclaim any responsibility or duty to conduct any further
investigation of the matters addressed herein after the date of this letter. If
we subsequently become aware of any change in the information in this letter, we
disclaim any duty or responsibility to bring it to your attention or to the
attention of your counsel.


                                                                     Exhibit G-2
                                        2
<PAGE>

      Based upon the foregoing, we are of the opinion that:

      1. The consummation of the American Merger, and the execution and delivery
of the Credit Agreement and the Loan Documents by the parties thereto, and the
performance by each of the Companies of the Obligation will not violate any law,
rule, regulation, or policy of the FCC or any Applicable PUC.

      2. The execution and delivery of a Guaranty and other Collateral Documents
by any of the Companies and the performance by such Company of its respective
obligations thereunder will not violate any law, rule, regulation, or policy of
the FCC or any Applicable PUC.

      3. Each Company holds all licenses required by the FCC and all other
certificates or licenses required by any Applicable PUC for the construction and
the operation in accordance with the Communications Act and the PUC Laws of each
of the cellular systems owned or leased by that Company (collectively, the
"Cellular Systems"), except where such failure could not reasonably be expected
to be a Material Adverse Event. All such certificates and licenses are duly and
validly held by the applicable Company, and all such certificates and licenses
are in full force and effect without conditions that could reasonably be
expected to be a Material Adverse Event, other than such conditions that are
generally applicable to such licenses and other certificates.

      4. The Companies' respective execution and delivery, and performance and
compliance with the terms and provisions of the Credit Agreement and the other
Loan Documents and the American Merger Documents: (a) will not result in a
violation of the Communications Act or any PUC Laws; (b) will not cause any
cancellation, termination, revocation, forfeiture, or material impairment of any
FCC or PUC authorization, certificate, or license; and (c) will not require
further notice to or the approval of the FCC or any Applicable PUC, except in
the states where applications for authority are currently pending, and except
that post-consummation notice of the consummation of the American Merger will be
required by the FCC and several of the Applicable PUCs.

      5. To the best of our knowledge, the ownership and operation by the
Companies of the Cellular Systems are in compliance in all respects with the
Communications Act (including, without limitation, all FCC filing, reporting,
prior approval, and similar requirements), except where such failure could not
reasonably be expected to be a Material Adverse Event.

      6. No approval, authorization, consent, adjudication, or order of the FCC
or any Applicable PUC which has not been obtained by the Companies as of this
date is required to be obtained by the Companies, in connection with the
consummation of the American Merger, the execution and delivery of the Loan
Documents, the borrowing under the Credit Agreement, the payment or performance
of the Obligations by the Companies or the creations of the Liens in favor of
Lenders under the Loan Documents.

      7. To the best of our knowledge: (a) there is no outstanding decree or
order that has been issued by the FCC or any Applicable PUC against any Company
and no pending or threatened litigation, proceedings, notice of violation, order
to show cause, complaints, inquiry, or investigation before the FCC or any
Applicable PUC (i) relating to any Company or relating to its Cellular Systems
or business operations that might result in the cancellation, termination,
revocation, forfeiture, or material impairment of any FCC or PUC authorizations,
certificates, or licenses, or have a material adverse effect upon, or cause
material disruption to, any Company or the ownership or operation of such
Cellular Systems or business operations or (ii) seeking to prohibit, restrict,
or delay consummation of the transactions contemplated by the Loan Documents,
the American Merger Documents, or fulfillment of any conditions under the Loan


                                                                     Exhibit G-2
                                        3
<PAGE>

Documents or the American Merger Documents; and (b) no action has been taken by
the FCC or any Applicable PUC which might now, or after notice or lapse of time,
or both, result in the cancellation, termination, revocation, forfeiture, or
material impairment of any FCC or PUC authorizations, certificates, or licenses,
or have a material adverse effect upon, or material disruption to, any Company
or the ownership or operation of their Cellular Systems or business operations.

      In rendering the opinions in this letter, we are engaged in acting solely
as counsel for the Company, and we are not engaged or acting as counsel for the
any of the Lenders, the Administrative Agent or any other person or entity. This
opinion letter is provided to Administrative Agent, each Lender, and Haynes and
Boone, LLP, and their respective participants, assignees, or other transferees,
by us in our capacity as special communications regulatory counsel to the
Companies and can be relied upon, on a confidential basis, in connection with
the transactions contemplated by the Loan Documents solely by such persons. This
opinion may not be relied upon by any other person or for any other purpose
except with the prior written consent of the undersigned. This letter is
provided to you on the condition that its contents are not disclosed to any
other person or entity, except as stated in this paragraph. This opinion is not
to be quoted in whole or in part or otherwise referred to in any document except
as directly a part of and related to the transactions contemplated under the
Loan Documents and, except as required by applicable law, not to be filed with
any governmental authority or any other entity or person whatsoever.

                                            Sincerely,


                                            WILKINSON BARKER KNAUER, LLP


                                                                     Exhibit G-2
                                        4
<PAGE>

             SCHEDULE A TO OPINION OF SPECIAL COMMUNICATIONS COUNSEL

                       List of States with Applicable PUCs

                                    Illinois
                                    Kentucky
                                    Michigan
                                    Minnesota
                                    New York
                                      Ohio
                                  Pennsylvania
                                    Tennessee
                                  West Virginia
                                    Wisconsin


                                                                     Exhibit G-2
                                        5
<PAGE>

                                   EXHIBIT G-3

             FORM OF OPINION OF LOCAL COUNSEL (SUBJECT JURISDICTION)
                         (American Cellular Corporation)

                                [Firm Letterhead]

                              ______________, 2000

Bank of America, N.A., as Administrative Agent
Each Lender named in Schedule 2.1 to the Credit Agreement referred to below

      Re:   Credit Agreement for ACC Acquisition Co. (including its successor by
            merger American Cellular Corporation)

Ladies and Gentlemen:

      We have acted as special [__________________] counsel to Bank of America,
N.A., as Administrative Agent ("Administrative Agent) and the Lenders named on
Schedule 2.1 to the Credit Agreement (defined below) ("Lenders") in connection
with the Credit Agreement dated as of February 25, 2000 (as amended, modified,
supplemented, or restated from time to time, the "Credit Agreement"), between
ACC Acquisition LLC ("Parent"), ACC Acquisition Co. (together with its successor
by merger American Cellular Corporation, "Borrower"), and the other Companies
listed in Schedule 1 hereto (collectively with the Borrower and Parent, the
"Companies").

      This opinion is delivered pursuant to Item 4 of Schedule 7.1A to the
Credit Agreement. Except as otherwise defined herein, each capitalized term used
herein has the meaning given to such term in the Credit Agreement.

      As to matters of law in the State of [____________] (the "Subject
Jurisdiction"), we have acted as your special counsel in connection with the
perfection of the security interests created by the Loan Documents. In that
connection, we have examined such certificates of public officials and of
officers of the Loan Parties, other documents, and matters of law as we deemed
necessary or appropriate, including, without limitation, copies of the following
documents (collectively, the "Transaction Documents"):

            (a) The Credit Agreement;

            (b) The Pledge, Assignment, and Security Agreement executed by the
      Companies (the "Security Agreement"); and

            (c) Financing Statements (including without limitation, financing
      statements or similar instruments to be filed to perfect security
      interests in transmitting utilities) showing each Company, as Debtor, and
      Administrative Agent, as Secured Party, to be filed in appropriate
      jurisdictions in the Subject Jurisdiction (the "Financing Statements").

      Based on the foregoing, subject to the comments and exceptions hereinafter
stated, and limited in all respects to the laws of the Subject Jurisdiction and
the United States of America, it is our opinion that:


                                                                     Exhibit G-3
<PAGE>

      1 The Security Agreements and Financing Statements are in proper
recordable form. The Financing Statements are legally sufficient under the laws
of the Subject Jurisdiction to perfect any security interests in favor of
Administrative Agent, for the benefit of Lenders, which may have attached to the
Collateral therein described.

      2 Under the laws of the Subject Jurisdiction, no mortgage, documentary,
stamp, or similar taxes, other than nominal recording fees, will be payable in
connection with the execution, delivery, or recording of the Transaction
Documents or any of the transactions contemplated thereby.

      3 The Financing Statements should be filed [with the Secretary of State of
________________ and with _________________________] at the addresses set forth
on Schedule 2. To the extent that a security interest in the Collateral can be
granted under the Uniform Commercial Code of the Subject Jurisdiction ("UCC")
and can be perfected by the filing of financing statements under Article 9 of
the UCC, when the Financing Statements are filed and recorded in the offices
stated above, the Transaction Documents shall create and perfect valid security
interests in favor of Administrative Agent, for the benefit of Lenders. No
further or subsequent filing, recording, or registration of the Transaction
Documents or any other instrument will be necessary in order to create, perfect,
or maintain the liens and security interests created an perfected by the
Transaction Documents, except that within six months next prior to the
expiration of five years from the filing of the Financing Statements (and each
five years thereafter), Continuation Statements must be filed with the Secretary
of State of __________________, all pursuant to the Uniform Commercial Code as
enacted in the Subject Jurisdiction.

      4 You are not required, as a result of the transactions contemplated in
the Transaction Documents to qualify to do business in the Subject Jurisdiction
in order to receive the benefits of, or to exercise rights under or in
connection with, the Transaction Documents.

      5 Except for the filing of the Financing Statements, no other declarations
or filings with, and no consents, waivers, approvals, authorizations, or other
actions by, any governmental or regulatory body of the Subject Jurisdiction,
including, without limitation, any environmental protection agency or regulatory
authority, are necessary in connection with the execution and delivery by any
Company of, and the performance of such Company's obligations under or in
connection with, the Transaction Documents, or in connection with the granting
of the security interests in the Collateral and the exercise of Rights under the
Transaction Documents.

      This opinion letter is provided to Lender, each assignee and participant
under the Credit Agreement, and Haynes and Boone, LLP.

                                          Respectfully submitted,

                                          ______________________________________


                                                                     Exhibit G-3
                                        2
<PAGE>

                                   SCHEDULE 1
                           TO OPINION OF LOCAL COUNSEL

                             LIST OF OTHER COMPANIES

                                (TO BE COMPLETED)


                                                                     Exhibit G-3
                                        3
<PAGE>

                                   SCHEDULE 2
                           TO OPINION OF LOCAL COUNSEL

                    ADDRESSES FOR FILING FINANCING STATEMENTS

                                (TO BE COMPLETED)


                                                                     Exhibit G-3
                                        4
<PAGE>

                                    EXHIBIT H

                    FORM OF AFFILIATE SUBORDINATION AGREEMENT

      THIS AFFILIATE SUBORDINATION AGREEMENT is entered into among Bank of
America, N.A., in its capacity as Administrative Agent for Lenders (defined
below), and ____________________________, a __________________ corporation
("Subordinated Creditor"), and ACC Acquisition Co. (including its successor by
merger, American Cellular Corporation) ("Borrower").

                                    RECITALS

      A. Borrower, ACC Acquisition LLC, as Parent, Bank of America, N.A., as
Administrative Agent, and certain other Agents and Lenders have entered into a
Credit Agreement, dated as of February 25, 2000 (as amended, modified,
supplemented, or restated from time to time, the "Credit Agreement");

      B. This Agreement is integral to the transactions contemplated by the Loan
Documents, and the execution and delivery thereof is a condition precedent to
Lenders' obligations to extend credit under the Loan Documents;

      ACCORDINGLY, for valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Administrative Agent, Subordinated Creditor, and
Borrower agree as follows:

1. Unless otherwise defined herein, or the context hereof otherwise requires,
each term defined in the Credit Agreement is used in this Agreement with the
same meaning. As used herein, the following terms have the meanings indicated:

            Senior Debt means, whether now or hereafter arising, the Obligation,
      including, without limitation, interest thereon after the commencement of
      any proceedings under any Debtor Relief Law.

            Subordinated Debt means the principal of and interest on all Debt of
      Borrower or any other Company (other than Debt arising under the
      Management Agreement, if any) , whether direct, indirect, fixed,
      contingent, liquidated, unliquidated, joint, several, or joint and
      several, now or hereafter existing, due, or to become due to Subordinated
      Creditor, or held or to be held by Subordinated Creditor, whether created
      directly or acquired by assignment or otherwise, and whether evidenced by
      written instrument or not.

2. The payment of any and all Subordinated Debt is hereby expressly subordinated
to all Senior Debt to the extent and in the manner set forth in this Agreement.

3. Subordinated Creditor shall not accelerate, demand, sue for, commence any
collection or enforcement action or proceeding, take, receive, accept, or retain
any payment or distribution of any character, whether in cash, securities, or
other property, in respect of the principal of, premium on, or interest on, the
Subordinated Debt, or any Collateral therefor, until all Senior Debt shall have
been paid in full with interest, including, without limitation, interest during
any bankruptcy or similar proceeding involving Borrower from the date of the
filing thereof to the date of distribution (notwithstanding any statute,
including without limitation the Federal Bankruptcy Code, any rule of Law, or
bankruptcy procedures to the contrary).


                                                                       Exhibit H
                                        1
<PAGE>

4. In the event of the institution of and in connection with any proceeding
against Borrower pursuant to any Debtor Relief Law, and unless or until the
Senior Debt is paid in full:

            (a) All Senior Debt shall first be paid in full before any payment
      or distribution of any character, whether in cash, securities, or other
      property, shall be made in respect of any Subordinated Debt;

            (b) Any payment or distribution of any character, whether in cash,
      securities, or other property, which would otherwise (but for the terms
      hereof) be payable or deliverable in respect of any Subordinated Debt,
      shall be paid or delivered directly to Administrative Agent, for the
      benefit of Lenders, until all Senior Debt shall have been paid in full,
      and Subordinated Creditor irrevocably authorizes, empowers, and directs
      all receivers, trustees, liquidators, conservators, and others having
      authority to effect all such payments and deliveries;

            (c) Administrative Agent, on behalf of Lenders, may, as
      attorney-in-fact for Subordinated Creditor, take such action on behalf of
      Subordinated Creditor, and Subordinated Creditor hereby appoints
      Administrative Agent, on behalf of Lenders, as its attorney-in-fact, to
      demand, sue for, collect, and receive any and all such moneys, dividends,
      or other assets and give acquittance therefor and to file any claim, proof
      of claim, or other instrument of similar character and to take such other
      proceedings in the name of Subordinated Creditor as Administrative Agent
      may deem necessary or advisable for the enforcement of this Agreement; and

            (d) Each Subordinated Creditor shall execute and deliver to
      Administrative Agent, for the benefit of Lenders, all such further
      instruments confirming the authorization referred to in the foregoing
      clauses (b) and (c) and all such proofs of claim, assignments of claim,
      and other instruments and shall take all such other actions as may be
      reasonably requested by Administrative Agent in order to enable
      Administrative Agent to enforce all Rights of Lenders and Administrative
      Agent hereunder and all claims of Administrative Agent or any Lender upon
      or in respect of the Subordinated Debt, and failing execution of such
      instruments or taking of such actions by Subordinated Creditor,
      Administrative Agent, for the benefit of Lenders, is hereby authorized and
      empowered to execute and perform the same on behalf of such Subordinated
      Creditor.

5. In the event any payment or distribution of any character, whether in cash,
securities, or other property, is received by Subordinated Creditor in
contravention of the terms of this Agreement, and before all Senior Debt shall
have been paid in full, such payment or distribution shall be held by such
Subordinated Creditor, as trustee of an express trust, in trust for the benefit
of, and shall be paid over or delivered and transferred to Administrative Agent
for application to all Senior Debt remaining unpaid until such Senior Debt shall
have been paid in full. Each Subordinated Creditor hereby assigns to
Administrative Agent, for the benefit of Lenders, all its Rights to any such
payments or distributions, which Administrative Agent may exercise in
Administrative Agent's name or in the name of such Subordinated Creditor, and
agrees to execute such instruments as may be required by Administrative Agent to
enable Administrative Agent, for the benefit of Lenders, to enforce such claims.
Any payments or distributions received in excess of the amount sufficient to pay
all Senior Debt in full shall be returned by Administrative Agent to such
Subordinated Creditor.

6. Notwithstanding anything to the contrary contained in this Agreement,
provided that (a) no Default or Potential Default exists or arises as a result
thereof, and (b) Subordinated Creditor is or becomes a


                                                                       Exhibit H
                                        2
<PAGE>

Guarantor, Borrower may pay, and Subordinated Creditor may accept and retain,
regularly scheduled payments of principal and interest of the Subordinated Debt.

7. Administrative Agent or Lenders may, at any time and from time to time,
without the consent of or notice to Subordinated Creditor, without incurring
responsibility to Subordinated Creditor, and without impairing or releasing any
of Administrative Agent's Rights, or any of the obligations of Subordinated
Creditor hereunder, (a) change the amount, manner, place, or terms of payment,
or change or extend the time of payment of or renew or alter all or any part of
the Senior Debt or amend, modify, supplement, or restate, any of the Loan
Documents in any manner whatsoever; (b) sell, exchange, release, or otherwise
deal with all or any part of any property by whomsoever at any time pledged or
mortgaged to secure, or howsoever securing, all or any part of the Senior Debt;
(c) hold all or any Property as additional Collateral under the Loan Documents
to secure all or any part of the Senior Debt; (d) release anyone liable in any
manner for the payment or collection of all or any part of the Senior Debt; (e)
exercise or refrain from exercising any Rights against Borrower and others
(including the undersigned); and (f) apply any sums, by whomsoever paid or
however realized, to the Senior Debt.

8. Notwithstanding anything to the contrary contained in any other instrument or
document delivered in connection with the Subordinated Debt or otherwise,
including, without limitation, any prior perfection of a security interest or
Lien, any security interests and Liens now or hereafter held by Subordinated
Creditor in any Collateral for the Subordinated Debt shall be junior and
subordinate to any security interests and Liens now or hereafter held by
Administrative Agent, for the benefit of Lenders, in the same Collateral. So
long as the Senior Debt shall remain unpaid, Administrative Agent may at all
times in its sole discretion exercise any and all powers and Rights which it now
has or may hereafter acquire with respect to any of the Collateral securing the
Senior Debt, all without the necessity of obtaining any consent or approval of
Subordinated Creditor.

9. Each Subordinated Creditor represents and warrants that it is duly organized,
validly existing, and in good standing under the Laws of its state of
organization and has the power and authority under the Laws of such state and
under its articles of incorporation and by-laws or other organizational
documents to enter into this Agreement; all actions necessary or appropriate for
its execution and performance of this Agreement have been taken and upon its
execution, this Agreement will constitute its valid and binding obligation
enforceable in accordance with its terms; and the making and performance of this
Agreement will not violate any Law or its articles of incorporation or by-laws
or other organizational documents, or result in any violation of or constitute a
default under any agreement by which it or any of its property is bound except
where the lack of enforceability or such defaults could not reasonably be
expected to be a Material Adverse Event.

10. This Agreement is a continuing agreement of subordination and Lenders may
continue to make loans to or otherwise accept the obligations of Borrower in
reliance hereon, without notice to Subordinated Creditor.

11. While this Agreement remains in effect, each Subordinated Creditor covenants
and agrees that it will not modify or amend or permit modification or amendment
of the terms and conditions of the Subordinated Debt, without obtaining the
prior written consent of Administrative Agent.

12. No waiver of Administrative Agent's Rights hereunder shall be effective
unless in a writing signed by Administrative Agent, and each waiver shall extend
only to the specific instance involved and shall not


                                                                       Exhibit H
                                        3
<PAGE>

impair or affect Administrative Agent's Rights in any other respect at any other
time. Each Subordinated Creditor hereby waives all notices with respect to the
subject matter hereof, including, but not limited to, notice of acceptance of
this Agreement, of the making of loans or advances to the Borrower or any
extensions, renewals, or modifications thereof, releases of collateral security
or guarantors or other indulgences of any character, or of the occurrence or
declaration of any default or the taking of any collection or enforcement
action. This Agreement shall be governed by and construed according to the Laws
of the State of New York.

13. This Agreement inures to the benefit of Administrative Agent, Lenders, and
their respective successors and assigns, and the Rights under this Agreement may
be assigned in accordance with the terms of the Loan Documents in whole or in
part in connection with any partial or complete assignment or transfer of the
Senior Debt. Administrative Agent is Administrative Agent for each Lender, and
Administrative Agent may, without the joinder of any Lender, exercise any and
all Rights in favor of Lenders hereunder. The Rights of each Lender vis-a-vis
Administrative Agent and each other Lender may be subject to one or more
separate agreements between or among such parties, but Subordinated Creditor
need not inquire about any such agreement or be subject to any terms thereof
unless Subordinated Creditor specifically joins therein; and, consequently,
neither Subordinated Creditor nor its heirs, personal representatives,
successors, or assigns are entitled to any benefits or provisions of any such
separate agreements or are entitled to rely upon or raise as a defense, in any
manner whatsoever, the failure or refusal of any party thereto to comply with
the provisions thereof. This Agreement binds Subordinated Creditor and its
successors and assigns, and Subordinated Creditor will advise each future holder
of all or any part of the Subordinated Debt that the Subordinated Debt is
subordinated to the Senior Debt in the manner and to the extent set forth in
this Agreement.

14. This Agreement may be executed in a number of identical counterparts, each
of which is deemed an original for all purposes and all of which constitute,
collectively, one agreement; but, in making proof of this Agreement, it is not
necessary to produce or account for more than one counterpart.

15. Subject to the provisions of this Agreement and the Rights of Administrative
Agent hereunder, as between Borrower and Subordinated Creditor, nothing herein
contained shall impair the obligation of Borrower, which is absolute and
unconditional to pay the Subordinated Debt as and when the same shall become due
and payable in accordance with the terms thereof, or prevent Subordinated
Creditor upon default with respect to the Subordinated Debt, from exercising all
Rights, powers, and remedies otherwise provided therein or by applicable Law.

                     Remainder of Page Intentionally Blank.
                            Signature Page to Follow.


                                                                       Exhibit H
                                        4
<PAGE>

        EXECUTED on the date first stated in this Affiliate Subordination
Agreement.

                                       [SUBORDINATED CREDITOR]

                                       By: _____________________________________
                                           Name:  ______________________________
                                           Title: ______________________________

                                       BANK OF AMERICA, N.A.,
                                       as Administrative Agent

                                       By: _____________________________________
                                           Name:  ______________________________
                                           Title: ______________________________

BORROWER (a) acknowledges and confirms that it has received an executed copy of
this Affiliate Subordination Agreement and approves of and consents to it in all
respects; and (b) agrees to be bound by and to observe all of the terms and
conditions of this Affiliate Subordination Agreement.

                                       ACC ACQUISITION CO.
                                       (including its successor by merger,
                                       American Cellular Corporation)

                                       By: _____________________________________
                                           Name:  ______________________________
                                           Title: ______________________________


                        Affiliate Subordination Agreement
                                 Signature Page