<PAGE>

                                                                  Exhibit 10.4-1

                       FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is entered
into as of March 2, 2001, among AMERICAN CELLULAR CORPORATION (SUCCESSOR BY
MERGER TO ACC ACQUISITION CO.), a Delaware corporation ("BORROWER"), certain
Lenders under the Credit Agreement (hereinafter defined), BANK OF AMERICA, N.A.,
in its capacity as Administrative Agent for the Lenders under the Credit
Agreement ("ADMINISTRATIVE AGENT"), and Guarantors under the Credit Agreement
(hereinafter defined).

         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 Borrower, as BORROWER, Administrative Agent, CIBC
World Markets Corp. and Barclays Bank PLC as CO-DOCUMENTATION AGENTS, Lehman
Commercial Paper Inc. and TD Securities (USA) Inc., as CO-SYNDICATION AGENTS,
and certain Managing Agents, Co-Agents, and Lenders party thereto.

         Unless otherwise defined in this Amendment, capitalized terms used
herein shall have the meaning set forth in the Credit Agreement. Unless
otherwise indicated, all Section references herein are to Sections of the Credit
Agreement and all Paragraph references herein are to Paragraphs in this
Amendment.

                                 R E C I T A L S

         A. Borrower proposes to issue up to $700,000,000 of Subordinated Notes
(the "SUBORDINATED NOTES"), a portion of the proceeds of which will be used as
follows: (i) to pay fees, costs, and expenses associated with the issuance of
the Subordinated Notes and this Amendment, (ii) to fund an interest reserve
account, which will be used to pay the initial four semi-annual scheduled
interest payments under the Subordinated Notes, (iii) to permanently prepay the
Term Loan Principal Debt in an amount not less than $200,000,000, and (iv) to
the extent there are additional available proceeds from the issuance of the
Subordinated Notes, to prepay the outstanding Revolver Principal Debt (without a
corresponding reduction in the Revolver Commitment).

         B. Borrower has informed Administrative Agent that it has not complied
with all of the conditions of the Waiver dated as of October 25, 2000 (but
effective as of January 25, 2001) (the "WAIVER") with respect to the acquisition
of the PCS License for the Oklahoma 4 RSA, in that Borrower failed (i) to
satisfy all of the conditions precedent for a Permitted PCS License Acquisition
and a Permitted Acquisition as set forth in the definition of a Permitted PCS
License Acquisition, and SECTIONS 7.2 and 9.16 prior to the consummation of the
Acquisition and (ii) to provide Administrative Agent evidence that the Capital
Contribution (as defined in the Waiver) has been made for the purpose of funding
the Build-Out (as defined in the Waiver) (collectively, the "SUBJECT
NONCOMPLIANCE").

         C. Borrower has requested certain amendments and waivers under the
Credit Agreement, and the Lenders party hereto are willing to grant and agree
to such amendments and waivers, but only upon the conditions, among other
things, that Borrower, Guarantors, and Required Lenders (or Super-Required
Lenders [as hereinafter defined] with respect to the amendments effected by
PARAGRAPH 1.2(a) and CLAUSE (2) of PARAGRAPH 1.2(b) and the deletion of
current SECTION 9.31 in PARAGRAPH 1.10, as the case may be) shall have
executed and delivered this Amendment and shall have agreed to the terms and
conditions of this Amendment.

         NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree, as follows:

<PAGE>

PARAGRAPH 1.      AMENDMENTS.

         1.1      DEFINITIONS.

         (a) The definition of "ANNUALIZED INTEREST EXPENSE" is deleted in its
entirety and replaced with the following definition:

                  "ANNUALIZED INTEREST EXPENSE means, with respect to the
                  Companies on a consolidated basis, (a) on any date of
                  determination on or prior to March 31, 2001, the PRODUCT of
                  (i) the QUOTIENT of (x) the Interest Expense arising on and
                  after April 1, 2000, to and including the last day of the
                  applicable period of determination DIVIDED BY (y) the number
                  of days from and including April 1, 2000, to and including the
                  last day of the applicable period of determination, MULTIPLIED
                  BY (ii) 360, and (b) (i) for the period from April 1, 2001,
                  through June 30, 2001, the Interest Expense of the Companies
                  during such period multiplied by four; (ii) for the fiscal
                  quarter ending September 30, 2001, the Interest Expense of the
                  Companies for the period from April 1, 2001, through September
                  30, 2001, multiplied by two; and (iii) for the fiscal quarter
                  ending December 31, 2001, the Interest Expense of the
                  Companies for the period from April 1, 2001, through December
                  31, 2001, multiplied by 4/3."

         (b) The definition of "APPLICABLE MARGIN" is amended as follows: (i) by
deleting each reference to "LEVERAGE RATIO" in such definition and substituting
therefor the term, "TOTAL LEVERAGE RATIO", (ii) by deleting the reference to
"PERMITTED ACQUISITION COMPLIANCE CERTIFICATE FOR A PERMITTED ACQUISITION" in
CLAUSE(d)(i) thereof and substituting therefor the words "PERMITTED ACQUISITION
LOAN CLOSING CERTIFICATE FOR A PERMITTED ACQUISITION," and (iii) by adding a
proviso to CLAUSE (d)(i) as follows:

                  "; PROVIDED THAT if a Permitted Acquisition Loan Closing
                  Certificate for a Permitted Acquisition is delivered after the
                  end of a fiscal quarter but prior to the delivery of the
                  Compliance Certificate for such quarter pursuant to SECTION
                  9.3, the Applicable Margin shall be based on the Permitted
                  Acquisition Loan Closing Certificate for a Permitted
                  Acquisition or the Compliance Certificate that results in the
                  higher Applicable Margin."

         (c) The definition of "APPLICABLE MARGIN FOR COMMITMENT FEES" is
amended as follows: (i) by deleting each reference to "LEVERAGE RATIO" in such
definition and substituting therefor the term "TOTAL LEVERAGE RATIO", (ii) by
deleting the reference to "PERMITTED ACQUISITION COMPLIANCE CERTIFICATE FOR A
PERMITTED ACQUISITION" in CLAUSE (a) thereof and substituting therefor the words
"PERMITTED ACQUISITION LOAN CLOSING CERTIFICATE FOR A PERMITTED ACQUISITION,"
and (iii) by adding a proviso to CLAUSE (a) as follows:

                  "; PROVIDED THAT if a Permitted Acquisition Loan Closing
                  Certificate for a Permitted Acquisition is delivered after the
                  end of a fiscal quarter but prior to the delivery of the
                  Compliance Certificate for such quarter pursuant to SECTION
                  9.3, the Applicable Margin for Commitment Fees shall be based
                  on the Permitted Acquisition Loan Closing Certificate for a
                  Permitted Acquisition or the Compliance Certificate that
                  results in the higher Applicable Margin for Commitment Fees."

         (d) The definition of "INTEREST COVERAGE RATIO" is amended by (i)
deleting the reference to "MARCH 30, 2001" in CLAUSE (b) thereof and
substituting therefor the date "DECEMBER 31, 2001", and

                                       2

<PAGE>

(ii) deleting the reference to "MARCH 31, 2001" in CLAUSE (c) thereof and
substituting therefor the date "JANUARY 1, 2002".

         (e) The definition of "INTEREST EXPENSE" is amended by (i) deleting the
word "AND" immediately prior to the phrase "CASH PREMIUMS" in line 7 of such
definition, and (ii) changing the period (.) at the end thereof to a comma (,)
and inserting the following after the comma:

                   "and all liquidated damages with respect to the Subordinated
                  Notes, whether paid in cash or accrued as a liability and
                  payable in cash during such period; PROVIDED, THAT, interest
                  paid on the Subordinated Notes with proceeds from the Escrow
                  Account shall be excluded from the calculation of Interest
                  Expense."

         (f) The definition of "LEVERAGE RATIO" is amended by deleting each
reference to "DEBT" in such definition and substituting the words "SENIOR DEBT"
therefor.

         (g) The definition of "PERMITTED ACQUISITION" is amended by (a)
deleting the word "AND" after CLAUSE (ix) thereof, (b) renumbering the second
clause labeled as CLAUSE (ix) as CLAUSE (x), (c) adding "; AND" after the
newly-labeled CLAUSE (x) thereof, and (d) adding the following as CLAUSE (xi):

                  " (xi) As of the closing of any Subject Transaction, after
                  giving effect thereto on a PRO FORMA basis, the Total Leverage
                  Ratio must be less than or equal to the lesser of (x) the
                  applicable Total Leverage Ratio required by SECTION 9.30(f) or
                  (y) 9.15 to 1.00."

         (h) The definition of "SIGNIFICANT SALE" is amended to include the
Tower Sale-Leaseback as a Significant Sale, by (i) deleting the phrase, "THE
TOWER SALE-LEASEBACK," in the parenthetical phrase in the third line of such
definition; and (ii) amending the parenthetical phrase in the second line of
such definition to read as follows:

                  "(tangible or intangible, including, without limitation, the
                  Tower Sale-Leaseback and stock or equity interests in
                  Subsidiaries)".

         (i) The definition of "SUBORDINATED DEBT" is amended by inserting the
following clause at the end of such definition prior to the period(.), as
follows:

                  "including, without limitation, the Subordinated Notes and
                  refinancings, exchanges, or conversions of or substitutions
                  for any Subordinated Debt by any Company issued in the form of
                  Debt or equity interests (the "REFINANCED SUBORDINATED DEBT"),
                  SO LONG AS any such refinanced Subordinated Debt is unsecured
                  and expressly made (or by operation of law is) subordinate and
                  junior in right of payment to the Obligation (or any Debt or
                  equity issued in exchange therefor) by provisions no less
                  favorable to the Lenders than those set forth in the
                  Subordinated Debt being so refinanced, exchanged, converted,
                  or substituted and for which the terms and provisions
                  (including without limitation, payment terms, covenants, and
                  maturities) are substantially similar to the Subordinated Debt
                  being so refinanced, exchanged, converted, or substituted or
                  are otherwise acceptable to Administrative Agent (in its sole
                  discretion); PROVIDED THAT, if Subordinated Debt owed to an
                  Affiliate and subordinated under an Affiliate Subordination
                  Agreement is being refinanced with Subordinated Debt payable
                  to a non-Affiliate, then the terms of subordination in the
                  refinanced Subordinated Debt must be on terms acceptable to
                  Administrative Agent (in its sole discretion)."

                                       3

<PAGE>

         (j) The following definitions of "ESCROW ACCOUNT," "ESCROW AGREEMENT,"
"FIRST AMENDMENT," "SENIOR DEBT," "SUBORDINATED NOTES," and "TOTAL LEVERAGE
RATIO" shall be alphabetically inserted in SECTION 1.1 to read, as follows:

                  "ESCROW ACCOUNT means an interest reserve account established
                  pursuant to the Escrow Agreement solely with proceeds from the
                  issuance of the Subordinated Notes and any investments therein
                  in U.S. government securities, in an amount that will be
                  sufficient to provide for payment in full of the initial four
                  semi-annual scheduled interest payments under the Subordinated
                  Notes."

                  "ESCROW AGREEMENT means the Escrow and Pledge Agreement
                  between Borrower and the trustee or collateral agent for the
                  holders of the Subordinated Notes, pursuant to which certain
                  proceeds of the Subordinated Notes are held in escrow to
                  secure the obligation under the Subordinated Notes."

                  " FIRST AMENDMENT means the First Amendment to Credit
                  Agreement dated as of March 2, 2001, executed by, Borrower,
                  Guarantors, Administrative Agent, and the Lenders party
                  thereto."

                  "SENIOR DEBT means, on any date of determination, the
                  aggregate principal amount of all Debt of the Companies, OTHER
                  THAN the principal amount outstanding under all Subordinated
                  Debt."

                  "SUBORDINATED NOTES means the Subordinated Reserve Notes
                  issued by Borrower in March 2001, SO LONG AS (a) the aggregate
                  original principal amount of such Subordinated Reserve Notes
                  does not exceed $700,000,000, (b) the maturity date of such
                  Subordinated Reserve Notes is no earlier than September 30,
                  2009, (c) the interest payable under the Subordinated Reserve
                  Notes for the initial four semi-annual scheduled interest
                  payments has been deposited in the Escrow Account, (d) such
                  Subordinated Reserve Notes are unsecured and do not require
                  any principal payments prior to the maturity of the
                  Subordinated Reserve Notes, and (e) all terms and conditions
                  of the Subordinated Reserve Notes and the documents and
                  agreements evidencing and establishing the Subordinated
                  Reserve Notes (including, without limitation, the
                  subordination provisions) are acceptable to Administrative
                  Agent (in its sole discretion), together with any permitted
                  refinancings, exchanges, or conversion thereof or
                  substitutions therefor by any Company issued in the form of
                  Debt or equity interests which satisfy the requirements of
                  SECTION 9.31(iii)."

                  "TOTAL LEVERAGE RATIO means, with respect to the Companies on
                  a consolidated basis, the ratio of (a) the aggregate principal
                  amount of all Debt of the Companies MINUS the SUM of (without
                  duplication) (x) the current cash balance of the Escrow
                  Account PLUS (y) to the extent any of the proceeds of the
                  Escrow Account are invested in U.S. government securities, the
                  value of such U.S. government securities (using valuation
                  methods for such securities consistent with those used in the
                  Companies' Financial Statements) to (b) Operating Cash Flow of
                  the Companies."

                                       4

<PAGE>

         1.2     MANDATORY PREPAYMENTS.

         (a) Pursuant to PARAGRAPH 1.1(h) preceding, the Tower Sale-Leaseback is
included as a Significant Sale and shall be included in mandatory prepayments
from Net Cash Proceeds of Significant Sales pursuant to SECTION 3.3(b)(ii);
ACCORDINGLY, the mandatory prepayment requirements of SECTION 3.3(b)(iv) with
respect to the Tower Sale-Leaseback are deleted in their entirety, and the
phrase "[Intentionally Deleted]" shall be substituted therefor.

         (b) A new SECTION 3.3(b)(vii) is added to require certain mandatory
prepayments from proceeds of the Subordinated Notes, as follows:

                  " (vii) SUBORDINATED NOTES. Concurrently with the issuance of
                  the Subordinated Notes, the Net Cash Proceeds realized from
                  the issuance of such Subordinated Notes (or a portion thereof,
                  as the case may be) shall be used as follows: (1) if the First
                  Amendment was approved only by the consent of Required Lenders
                  pursuant to PARAGRAPH (4)(a) of the First Amendment, then 100%
                  of such Net Cash Proceeds shall be used to prepay the
                  Principal Debt (and the Revolver Commitment shall be reduced
                  to the extent required by this SECTION 3.3(b)), in the order
                  and manner specified herein; or (2) if the First Amendment was
                  approved by the consent of the "SUPER-REQUIRED LENDERS" (as
                  such term is defined in the First Amendment) pursuant to
                  PARAGRAPH (4)(b) of the First Amendment, then the Net Cash
                  Proceeds (or a portion thereof , as the case may be) shall be
                  used (x) FIRST, to prepay the Term Loan Principal Debt in an
                  amount equal to $200,000,000 (to be further applied ratably
                  among the Term Loan Facilities, subject to SECTION 3.3(f)) and
                  (y) then, to the extent of additional available Net Cash
                  Proceeds from the issuance of the Subordinated Notes, to
                  prepay the Revolver Principal Debt then-outstanding (without a
                  reduction in the Revolver Commitment, except as required by
                  SECTIONS 2.7 and 3.12(b) upon the occurrence of a Default or
                  Potential Default); PROVIDED THAT, solely for purposes of this
                  SECTION 3.3(b)(vii), in calculating the Net Cash Proceeds
                  realized from the issuance of the Subordinated Notes, Borrower
                  may deduct the costs, fees, and expenses associated with not
                  only the issuance of the Subordinated Notes, but also the
                  costs, fees, and expenses associated with preparation,
                  negotiation, and closing of the First Amendment."

         (c) A new SECTION 3.3(b)(viii) is added to require certain mandatory
prepayments in the event any funds from the Escrow Account are released for any
purpose OTHER THAN the payment of the initial four semi-annual scheduled
interest payments on the Subordinated Notes, as follows:

                  " (viii) ESCROW ACCOUNT. Concurrently with the release or
                  withdrawal of any funds from the Escrow Account for any
                  purpose (OTHER THAN the payment of the initial four
                  semi-annual scheduled interest payments on the Subordinated
                  Notes), 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 the funds so released or withdrawn from the
                  Escrow Account; PROVIDED THAT, if any of the amounts released
                  or withdrawn are in the form of U.S. government securities,
                  then the amount required to be repaid with respect thereto
                  shall be an amount equal to the value of such U.S. government
                  securities (using valuation methods for such securities
                  consistent with those used in the Companies' Financial
                  Statements)."

                                       5

<PAGE>

         (d) A new SECTION 3.3(b)(ix) is added to require prepayment of the
Obligation when any Subordinated Debt gives Borrower the option to prepay either
the Subordinated Debt or Senior Debt with certain asset proceeds and shall read
as follows:

                  " (ix) PRIOR TO APPLICATION TO OTHER DEBT. If any Company is
                  required to apply (or offers to apply) any Net Cash Proceeds
                  from any sale of assets (even if such sale is not a
                  Significant Sale) to the repayment of any Debt (OTHER THAN the
                  Obligation) or to any mandatory redemption of any equity
                  interests, unless such Company pays or commits to pay all or a
                  part of such Net Cash Proceeds to payment of the Principal
                  Debt on or prior to a particular date, then at least fifteen
                  (15) days prior to the date such repayment or offer of
                  repayment is required to be made on such other Debt or equity
                  interests, such Company shall permanently prepay the Principal
                  Debt (and reduce the Revolver Commitment to the extent
                  required in this SECTION 3.3(b)) in the order and manner
                  specified herein by an amount equal to the amount that will
                  excuse the Company from making such repayment or offer of
                  repayment under such other Debt or equity interests."

         (e) To address the application of the additional prepayments provided
for in PARAGRAPH 1.2(b), (c), and (d) hereof, the paragraph immediately
following SECTION 3.3(b)(ix) shall be amended by :

                  (1) Amending CLAUSE (ii) in the first sentence of such
         paragraph by (i) deleting the initial phrase therein which reads
         "PREPAYMENTS UNDER SECTIONS 3.3(b)(i), (ii), (iii), (iv), AND (vi)
         SHALL BE APPLIED:" and substituting therefor the following:

                  "prepayments under SECTIONS 3.3(b)(i) through (iv), SECTION
                  3.3(b)(vi), SECTION 3.3(b)(vii)(1), SECTION 3.3(b)(viii), and
                  SECTION 3.3(b)(ix) shall be
                  applied:"

                  (2) Adding a new CLAUSE (iii) to the first sentence of such
         paragraph which reads as follows:

                  " and (iii) prepayments under SECTION 3.3(b)(vii)(2) shall be
                  applied as set forth in such Section."

         1.3 COLLATERAL. SECTION 6.2 is amended to exclude the Escrow Account
from the collateral required to secure the Obligation, by inserting the phrase
", OTHER THAN THE ESCROW ACCOUNT" prior to the period (.) at the end of such
Section.

         1.4 ITEMS TO BE FURNISHED. SECTION 9.3(a) is amended by deleting the
phrase "120 DAYS" therein and substituting the phrase "90 DAYS" therefor.

         1.5 PAYMENT OF OBLIGATIONS. The last sentence of SECTION 9.6 is amended
in its entirety to read as follows:

                  " 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; PROVIDED
                  THAT, if at any time all or any part of the Subordinated Notes
                  are held by Parent or any Affiliate of the Companies, then to
                  the extent any conflict arises between the terms of the
                  subordination provisions of the Subordinated Notes and the
                  Affiliate Subordination Agreement which Parent and such
                  Affiliates are required

                                       6

<PAGE>

                  to execute pursuant to this Agreement, then the terms of the
                  Affiliate Subordination Agreement shall control."

         1.6 DEBTS AND GUARANTORS. SECTION 9.12 is amended to permit the
Subordinated Notes by (a) deleting the word "AND" after CLAUSE (g) thereof, (b)
inserting the word "; AND" after CLAUSE (h) thereof, and (c) inserting the
following phrase as CLAUSE (i) thereof:

                  "(i) Debt of the Companies arising under the Subordinated
                  Notes and unsecured subordinated guaranties thereof, SO LONG
                  AS the mandatory prepayments required by SECTION 3.3(b)(vii)
                  are made concurrently with the issuance of the Subordinated
                  Notes."

         1.7     LIENS.

         (a) SECTION 9.13(a) is amended to permit Liens on the Escrow Account
securing certain of the Subordinated Notes, by inserting the phrase "AND THE
SUBORDINATED NOTES" immediately after the phrase "THE LOAN DOCUMENTS" in line 3
thereof.

         (b) SECTION 9.13(b) is amended by (i) deleting the word "AND" after
CLAUSE (viii) thereof, (ii) inserting the word "; AND" after CLAUSE (ix)
thereof, and (iii) inserting the following phrase as CLAUSE (x) thereof:

                  "(x) Liens on the Escrow Account and investments therein
                  created pursuant to the Escrow Agreement in favor of the
                  trustee or collateral agent for the holders of the
                  Subordinated Notes."

         1.8 DISTRIBUTIONS AND RESTRICTED PAYMENTS. SECTION 9.21 is amended to
permit certain limited payments on the Subordinated Notes, by (a) deleting the
word "AND" after CLAUSE (g) thereof, (b) adding the word "AND" after CLAUSE (h)
thereof, and (c) adding the following as CLAUSE (i) thereof:

                  "(i) payments of interest and liquidated damages accrued on
                  the Subordinated Notes, payable in accordance with their
                  terms; PROVIDED THAT, if a Default or Potential Default has
                  occurred or arises after giving effect thereto, any payments
                  under the Subordinated Notes shall be made only to the extent
                  permitted by the applicable subordination provisions of the
                  Subordinated Notes; PROVIDED FURTHER THAT, notwithstanding the
                  existence of a Default or Potential Default, the initial four
                  semi-annual scheduled interest payments under the Subordinated
                  Notes may be paid when due if such payments are made solely
                  from the proceeds of the Escrow Account."

         1.9      FINANCIAL COVENANTS.

         (a) SECTION 9.30(a) shall be deleted in its entirety and replaced with
the following:

                  "(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
                  and the applicable amount of Net Cash Proceeds received by
                  Borrower from the issuance of the Subordinated Notes:

                                       7

<PAGE>

<TABLE>
<CAPTION>

                  -------------------------- ------------------------------ -------------------------------
                           PERIOD             LEVERAGE RATIO PRIOR TO THE     LEVERAGE RATIO IF THE NET
                                             ISSUANCE OF THE SUBORDINATED       CASH PROCEEDS FROM THE
                                               NOTES AND IF THE NET CASH        SUBORDINATED NOTES ARE
                                                   PROCEEDS FROM THE          GREATER THAN $299,000,000
                                              SUBORDINATED NOTES ARE LESS
                                             THAN OR EQUAL TO $299,000,000
                  -------------------------- ------------------------------ -------------------------------
                  <S>                        <C>                            <C>
                  On and after the Closing           9.50 to 1.00                        n/a
                   Date, to and including
                      December 30, 2000
                  -------------------------- ------------------------------ -------------------------------
                        On and after                 9.15 to 1.00                    9.15 to 1.00
                    December 31, 2000, to
                   and including March 30,
                            2001
                  -------------------------- ------------------------------ -------------------------------
                   On and after March 31,            8.50 to 1.00                    8.00 to 1.00
                   2001, to and including
                     September 29, 2001
                  -------------------------- ------------------------------ -------------------------------
                        On and after                 8.00 to 1.00                    7.50 to 1.00
                   September 30, 2001, to
                   and including December
                          30, 2001
                  -------------------------- ------------------------------ -------------------------------
                        On and after                 7.50 to 1.00                    7.00 to 1.00
                    December 31, 2001, to
                   and including March 30,
                            2002
                  -------------------------- ------------------------------ -------------------------------
                   On and after March 31,            7.50 to 1.00                    6.75 to 1.00
                            2002,
                    to and including June
                          29, 2002
                  -------------------------- ------------------------------ -------------------------------
                    On and after June 30,            7.25 to 1.00                    6.50 to 1.00
                            2002,
                      to and including
                     September 29, 2002
                  -------------------------- ------------------------------ -------------------------------
                   On and after September            6.75 to 1.00                    6.00 to 1.00
                          30, 2002,
                      to and including
                      December 30, 2002
                  -------------------------- ------------------------------ -------------------------------
                    On and after December            6.50 to 1.00                    5.75 to 1.00
                          31, 2002,
                      to and including
                      December 30, 2003
                  -------------------------- ------------------------------ -------------------------------
                    On and after December            5.75 to 1.00                    5.00 to 1.00
                          31, 2003,
                      to and including
                      December 30, 2004
                  -------------------------- ------------------------------ -------------------------------

                                       8

<PAGE>

<CAPTION>

                  -------------------------- ------------------------------ -------------------------------
                           PERIOD             LEVERAGE RATIO PRIOR TO THE     LEVERAGE RATIO IF THE NET
                                             ISSUANCE OF THE SUBORDINATED       CASH PROCEEDS FROM THE
                                               NOTES AND IF THE NET CASH        SUBORDINATED NOTES ARE
                                                   PROCEEDS FROM THE          GREATER THAN $299,000,000
                                              SUBORDINATED NOTES ARE LESS
                                             THAN OR EQUAL TO $299,000,000
                  -------------------------- ------------------------------ -------------------------------
                  <S>                        <C>                            <C>
                    On and after December            4.25 to 1.00                    4.00 to 1.00
                          31, 2004,
                      to and including
                      December 30, 2005
                  -------------------------- ------------------------------ -------------------------------
                    On and after December            3.50 to 1.00                    3.00 to 1.00
                          31, 2005,
                      to and including
                      December 30, 2006
                  -------------------------- ------------------------------ -------------------------------
                    On and after December            3.00 to 1.00                    2.50 to 1.00
                          31, 2006
                  -------------------------- ------------------------------ -------------------------------

</TABLE>

         (b)      SECTION 9.30(b) shall be deleted in its entirety and
replaced with the following:

                  "(b) DEBT SERVICE COVERAGE RATIO. Borrower shall never permit
                  the Debt Service Coverage Ratio to be less than or equal to
                  the ratio shown in the table below which corresponds to the
                  applicable period of determination:

<TABLE>
<CAPTION>

                  ----------------------------------------- -------------------------------------
                                   PERIOD                       DEBT SERVICE COVERAGE RATIO
                  ----------------------------------------- -------------------------------------
                  <S>                                       <C>
                   On and after the Closing Date, to and                1.10 to 1.00
                          including March 30, 2001
                  ----------------------------------------- -------------------------------------
                    On and after March 31, 2001, to and                1.075 to 1.00
                        including September 29, 2001
                  ----------------------------------------- -------------------------------------
                  On and after September 30, 2001, to and               1.10 to 1.00
                          including March 30, 2002
                  ----------------------------------------- -------------------------------------
                      On and after the March 31, 2002                   1.15 to 1.00
                  ----------------------------------------- -------------------------------------

</TABLE>

                  ; 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)      SECTION 9.30(c) shall be deleted in its entirety and
replaced with the following:

                  "(c) INTEREST COVERAGE RATIO. Borrower shall never permit the
                  Interest Coverage Ratio to be less than the ratio shown in the
                  table below which

                                       9

<PAGE>

                  corresponds to the applicable period of determination and the
                  applicable amount of Net Cash Proceeds received by Borrower
                  from the issuance of the Subordinated Notes:

<TABLE>
<CAPTION>

                  -------------------------- ------------------------------ -------------------------------
                           PERIOD               INTEREST COVERAGE RATIO       INTEREST COVERAGE RATIO IF
                                             PRIOR TO THE ISSUANCE OF THE     THE NET CASH PROCEEDS FROM
                                               SUBORDINATED NOTES AND IF      THE SUBORDINATED NOTES ARE
                                              THE NET CASH PROCEEDS FROM      GREATER THAN $299,000,000
                                              THE SUBORDINATED NOTES ARE
                                                 LESS THAN OR EQUAL TO
                                                     $299,000,000
                  -------------------------- ------------------------------ -------------------------------
                  <S>                        <C>                            <C>
                  On and after the Closing           1.20 to 1.00                        n/a
                   Date, to and including
                        June 29, 2000
                  -------------------------- ------------------------------ -------------------------------
                    On and after June 30,            1.25 to 1.00                        n/a
                   2000, to and including
                      December 30, 2000
                  -------------------------- ------------------------------ -------------------------------
                    On and after December            1.10 to 1.00                    1.10 to 1.00
                      31, 2000, to and
                   including June 29, 2001
                  -------------------------- ------------------------------ -------------------------------
                    On and after June 30,            1.15 to 1.00                    1.35 to 1.00
                   2001, to and including
                     September 29, 2001
                  -------------------------- ------------------------------ -------------------------------
                        On and after                 1.25 to 1.00                    1.40 to 1.00
                   September 30, 2001, to
                        and including
                      December 30, 2001
                  -------------------------- ------------------------------ -------------------------------
                        On and after                 1.35 to 1.00                    1.45 to 1.00
                    December 31, 2001, to
                   and including March 30,
                            2002
                  -------------------------- ------------------------------ -------------------------------
                   On and after March 31,            1.40 to 1.00                    1.50 to 1.00
                   2002, to and including
                        June 29, 2002
                  -------------------------- ------------------------------ -------------------------------
                    On and after June 30,            1.50 to 1.00                    1.60 to 1.00
                   2002, to and including
                     September 29, 2002
                  -------------------------- ------------------------------ -------------------------------
                        On and after                 1.60 to 1.00                    1.70 to 1.00
                   September 30, 2002, to
                        and including
                      December 30, 2002
                  -------------------------- ------------------------------ -------------------------------

                                       10

<PAGE>
<CAPTION>

                  -------------------------- ------------------------------ -------------------------------
                           PERIOD               INTEREST COVERAGE RATIO       INTEREST COVERAGE RATIO IF
                                             PRIOR TO THE ISSUANCE OF THE     THE NET CASH PROCEEDS FROM
                                               SUBORDINATED NOTES AND IF      THE SUBORDINATED NOTES ARE
                                              THE NET CASH PROCEEDS FROM      GREATER THAN $299,000,000
                                              THE SUBORDINATED NOTES ARE
                                                 LESS THAN OR EQUAL TO
                                                     $299,000,000
                  -------------------------- ------------------------------ -------------------------------
                  <S>                        <C>                            <C>
                        On and after                 1.80 to 1.00                    1.80 to 1.00
                    December 31, 2002, to
                   and including December
                          30, 2003
                  -------------------------- ------------------------------ -------------------------------
                        On and after                 2.00 to 1.00                    2.00 to 1.00
                    December 31, 2003, to
                   and including December
                          30, 2006
                  -------------------------- ------------------------------ -------------------------------
                        On and after                 2.50 to 1.00                    2.50 to 1.00
                      December 31, 2006
                  -------------------------- ------------------------------ -------------------------------

</TABLE>

         (d)      SECTION 9.30(d) shall be deleted in its entirety and
replaced with the following:

                  "(d) FIXED CHARGE COVERAGE RATIO. On and after December 31,
                  2002, Borrower shall never permit the Fixed Charge Coverage
                  Ratio to be less than or equal to 1.00 to 1.00; PROVIDED,
                  THAT, on and after January 1, 2004, 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) The Capital Expenditures limitation in SECTION 9.30(e)(i) is
amended by (i) deleting the reference to "$55,000,000" in the chart thereof and
substituting therefor the amount "$110,000,000" and (ii) deleting the proviso
thereto.

         (f)      A new SECTION 9.30(f) shall be added as follows:

                  "(f) TOTAL LEVERAGE RATIO. On and after March 31, 2001,
                  Borrower shall never permit the Total Leverage Ratio to be
                  greater than the ratio shown in the table below which
                  corresponds to the applicable period of determination and the
                  applicable amount of Net Cash Proceeds received by Borrower
                  from the issuance of the Subordinated Notes:

<TABLE>
<CAPTION>

              ----------------------------- ----------------------------- ----------------------------
                         PERIOD                  TOTAL LEVERAGE RATIO        TOTAL LEVERAGE RATIO IF
                                               PRIOR TO THE ISSUANCE OF       THE NET CASH PROCEEDS
                                                  THE SUBORDINATED            FROM THE SUBORDINATED
                                                NOTES AND IF THE NET          NOTES ARE GREATER THAN
                                                 CASH PROCEEDS FROM               $299,000,000
                                                  THE SUBORDINATED
                                               NOTES ARE LESS THAN OR
                                                EQUAL TO $299,000,000
              ----------------------------- ----------------------------- ----------------------------
              <S>                           <C>                           <C>

                                       11

<PAGE>

<CAPTION>

              ----------------------------- ----------------------------- ----------------------------
                         PERIOD                  TOTAL LEVERAGE RATIO        TOTAL LEVERAGE RATIO IF
                                               PRIOR TO THE ISSUANCE OF       THE NET CASH PROCEEDS
                                                  THE SUBORDINATED            FROM THE SUBORDINATED
                                                NOTES AND IF THE NET          NOTES ARE GREATER THAN
                                                 CASH PROCEEDS FROM               $299,000,000
                                                  THE SUBORDINATED
                                               NOTES ARE LESS THAN OR
                                                EQUAL TO $299,000,000
              ----------------------------- ----------------------------- ----------------------------
              <S>                           <C>                           <C>
                      On and after                  9.50 to 1.00                 9.50 to 1.00
                 March 31, 2001, to and
              including December 30, 2001
              ----------------------------- ----------------------------- ----------------------------
                      On and after                  8.75 to 1.00                 8.75 to 1.00
               December 31, 2001, to and
                including March 30, 2002
              ----------------------------- ----------------------------- ----------------------------
              On and after March 31, 2002,          8.50 to 1.00                 8.50 to 1.00
                    to and including
                     June 29, 2002
              ----------------------------- ----------------------------- ----------------------------
              On and after June 30, 2002,           8.00 to 1.00                 8.00 to 1.00
               to and including September
                        29, 2002
              ----------------------------- ----------------------------- ----------------------------
               On and after September 30,           7.50 to 1.00                 7.75 to 1.00
                         2002,
               to and including December
                        30, 2002
              ----------------------------- ----------------------------- ----------------------------
                      On and after                  7.25 to 1.00                 7.50 to 1.00
                   December 31, 2002,
               to and including December
                        30, 2003
              ----------------------------- ----------------------------- ----------------------------
                      On and after                  6.50 to 1.00                 6.50 to 1.00
                   December 31, 2003,
               to and including December
                        30, 2004
              ----------------------------- ----------------------------- ----------------------------
                      On and after                  5.25 to 1.00                 5.50 to 1.00
                   December 31, 2004,
               to and including December
                        30, 2005
              ----------------------------- ----------------------------- ----------------------------
                      On and after                  4.50 to 1.00                 4.50 to 1.00
                   December 31, 2005,
               to and including December
                        30, 2006
              ----------------------------- ----------------------------- ----------------------------
                      On and after                  4.00 to 1.00                 4.00 to 1.00
                   December 31, 2006
              ----------------------------- ----------------------------- ----------------------------

</TABLE>

                                       12

<PAGE>

         1.10 TOWER SALE-LEASEBACK/SUBORDINATED NOTES. SECTION 9.31 shall be
amended by deleting such Section in its entirety (thereby deleting the
requirement for the Companies to complete the Tower Sale-Leaseback) and
substituting the following therefor:

                  "9.31 SUBORDINATED NOTES. The Companies shall not (i) after
                  the date of the initial issuance of the Subordinated Notes,
                  amend or modify any provision of, or waive any condition
                  under, any document or instrument evidencing or relating to
                  the Subordinated Notes, including, without limitation, the
                  Indenture for the Subordinated Notes, (ii) make any optional
                  redemptions, prepayments, or other payments on the
                  Subordinated Notes, other than regularly scheduled interest
                  payments on Subordinated Notes to the extent permitted by
                  SECTION 9.21(i), or (iii) refinance, exchange, convert or
                  substitute the Subordinated Debt with the issuance of Debt or
                  equity interests unless such refinancing, exchange,
                  conversion, or substitution satisfies the requirements of
                  "REFINANCED SUBORDINATED DEBT" as set forth in the definition
                  of "SUBORDINATED DEBT" in SECTION 1.1."

         1.11 PARENT COVENANT. SECTION 9.32 is amended by inserting the phrase
"(WITHOUT ANY SETOFF, COUNTERCLAIM, OR DEFENSE FOR PAYMENT)" immediately after
the word "BORROWER" in line 3 thereof and immediately after the word
"CONTRIBUTION" in line 5 thereof.

         1.12     DEFAULTS.

                  (a)      SECTION 10.2(a) is amended by deleting the reference
                           to "9.30, AND 9.32" therein and substituting therefor
                           the phrase "9.30 THROUGH 9.32".

                  (b)      SECTION 10.11 is amended by substituting the term
                           "SENIOR DEBT" for each reference to "Debt" therein.

                  (c)      New SECTIONS 10.18, 10.19, and 10.20 shall be added
                           as follows:

                                    "10.18 PAYMENT OF CERTAIN OTHER AGREEMENTS.
                           The payment directly or indirectly (including,
                           without limitation, any payment in respect of any
                           sinking fund, defeasance, redemption, liquidated
                           damages, or payment of any dividend or distribution)
                           by any Company or any other Person of any amount of
                           the Subordinated Notes or any other Subordinated Debt
                           (if in the case of Subordinated Debt, other than the
                           Subordinated Notes, the amount outstanding thereunder
                           exceeds $10,000,000) in a manner or at a time during
                           which such payment is not permitted under the terms
                           of the Loan Documents, or under any instrument or
                           document evidencing or creating the Subordinated
                           Notes or Subordinated Debt, including, without
                           limitation, any subordination provisions set forth
                           therein.

                                    10.19 DEFAULT OR ACCELERATION UNDER
                           SUBORDINATED NOTES AND OTHER SUBORDINATED DEBT. (a)
                           The occurrence of any "DEFAULT" or "EVENT OF DEFAULT"
                           or other breach which remains uncured on any date of
                           determination under or with respect to the
                           Subordinated Notes or any agreement creating or
                           evidencing any other Subordinated Debt (if in the
                           case of Subordinated Debt, other than the
                           Subordinated Notes, the

                                       13

<PAGE>

                           amount outstanding thereunder exceeds $10,000,000);
                           (b) the trustee or collateral agent with respect to,
                           or any holder of, the Subordinated Notes or any
                           other Subordinated Debt (if in the case of
                           Subordinated Debt, other than the Subordinated
                           Notes, the amount outstanding thereunder exceeds
                           $10,000,000) shall effectively declare all or any
                           portion of that Debt or obligation thereunder due
                           and payable prior to the stated maturity thereof; or
                           (c) the Subordinated Notes or any other Subordinated
                           Debt (if in the case of Subordinated Debt, other than
                           the Subordinated Notes, the amount outstanding
                           thereunder exceeds $10,000,000) becomes due before
                           its stated maturity by acceleration of the maturity
                           thereof.

                                    10.20 REDEMPTION OF CERTAIN OTHER DEBT OR
                           OBLIGATIONS. If an event shall occur, including,
                           without limitation, a "CHANGE IN CONTROL" as defined
                           in any documents evidencing or creating the
                           Subordinated Notes or any agreement evidencing or
                           creating any other Subordinated Debt or subordinated
                           obligations (if in the case of Subordinated Debt or
                           subordinated obligations, other than the Subordinated
                           Notes, the amount outstanding thereunder exceeds
                           $10,000,000), and (a) the trustee or collateral agent
                           or the holders of any such Subordinated Debt or
                           subordinated obligation shall initiate notice to
                           request or require the redemption or repurchase (or
                           any Loan Party shall automatically be so required to
                           so redeem or repurchase) such Subordinated Debt or
                           subordinated obligation, or (b) any Person shall (i)
                           deliver a "CHANGE OF CONTROL OFFER" (as defined in
                           any documents evidencing or creating the Subordinated
                           Notes) or (ii) initiate notice to holders of any
                           Subordinated Notes, or the holders of any other
                           Subordinated Debt or subordinated obligation (if in
                           the case of Subordinated Debt or subordinated
                           obligations, other than the Subordinated Notes, the
                           amount outstanding thereunder exceeds $10,000,000) in
                           connection with a redemption of any Subordinated Debt
                           or subordinated obligation arising under such
                           agreements or instruments."

         1.13     AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS. SECTION 13.11(b)
                  is amended to correct a typographical error by adding the word
                  "PREPAYMENT" immediately after the word "MANDATORY" in line 2
                  thereof.

         1.14 EXHIBIT E-1 - COMPLIANCE CERTIFICATE. EXHIBIT E-1 - COMPLIANCE
CERTIFICATE is amended by (a) deleting the word "AND" after CLAUSE (l) thereof;
(b) changing the period (.) at the end of CLAUSE (m) thereof to a semicolon (;)
and inserting the following after the semicolon:

                   " (n) to the extent any Subordinated Notes have been issued
                  during the Subject Period, all mandatory prepayments and
                  commitment reductions (if any) required pursuant to SECTION
                  3.3(b)(vii) have been made; and

                           (o) to the extent any funds have been released from
                  the Escrow Account for any purpose (OTHER THAN the payment of
                  the initial four semi-annual scheduled interest payments on
                  the Subordinated Notes) during the Subject Period, all
                  mandatory prepayments and

                                       14

<PAGE>

                  commitment reductions (if any) required pursuant to SECTION
                  3.3(b)(viii) have been made."; and

(c) deleting ANNEX B to the Form of Compliance Certificate in its entirety and
substituting therefor the document labeled REVISED ANNEX B TO COMPLIANCE
CERTIFICATE attached hereto.

PARAGRAPH 2. WAIVER. Subject to and upon the terms and conditions herein
specified, the Required Lenders agree not to exercise their Rights under the
Credit Agreement and related Loan Documents solely as a result of the Subject
Noncompliance; SO LONG AS, all conditions specified in the Waiver for the
Acquisition of the PCS License for the Oklahoma 4 RSA have been satisfied by
April 30, 2001.

PARAGRAPH 3. AMENDMENT FEES. On the Required Lender Effective Date (hereinafter
defined), Borrower shall pay (a) to Administrative Agent (for the ratable
benefit of the Revolver Lenders consenting to this Amendment on or prior to the
Required Lender Effective Date, the "CONSENTING REVOLVER LENDERS"), an amendment
fee in an amount equal to 0.10% of the aggregate Committed Sums under the
Revolver Facility of each Consenting Revolver Lender as of the Required Lender
Effective Date and (b) to Administrative Agent (for the ratable benefit of the
Term Loan A Lenders, the Term Loan B Lenders, and the Term Loan C Lenders
consenting to this Amendment on or prior to the Required Lender Effective Date,
the "CONSENTING TERM LOAN LENDERS"), an amendment fee in an amount equal to
0.10% of the portion of the Term Loan Principal Debt owed to the Consenting Term
Loan Lenders as of the Required Lender Effective Date but prior to the
prepayment from the Net Cash Proceeds of the Subordinated Notes. The failure of
Borrower to comply with the provisions of this PARAGRAPH 3 shall constitute a
payment Default entitling Lenders to exercise their respective Rights under the
Loan Documents.

PARAGRAPH 4.      CONDITIONS.

         (a) This Amendment (OTHER THAN the amendment in PARAGRAPH 1.2(a) and
CLAUSE (2) of PARAGRAPH 1.2(b), and the deletion of current SECTION 9.31 in
PARAGRAPH 1.10) shall be effective on the date (the "REQUIRED LENDER EFFECTIVE
DATE") upon which (i) the representations and warranties in this Amendment are
true and correct; (ii) Administrative Agent receives counterparts of this
Amendment executed by Borrower, each Guarantor, and Required Lenders; (iii)
Borrower has prepaid the Obligation by not less than $200,000,000 from the
proceeds of the Subordinated Notes in accordance with the requirements of
SECTION 3.3(b)(vii); and (iv) Administrative Agent has received payment from
Borrower of the amendment fees required to be paid to consenting Lenders and
Administrative Agent on the Required Lender Effective Date pursuant to PARAGRAPH
4 hereof.

         (b) The amendment in PARAGRAPH 1.2(a) and CLAUSE (2) of PARAGRAPH
1.2(b),and the deletion of current SECTION 9.31 in PARAGRAPH 1.10 shall be
effective on the date (the "SUPER-REQUIRED LENDER EFFECTIVE DATE") upon which
(i) all the conditions for the Required Lender Effective Date (as set forth in
PARAGRAPH 4(a) hereof) have been satisfied and (ii) Administrative Agent
receives counterparts of this Amendment executed by Borrower, each Guarantor,
and (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 (the Lenders described in clauses
(A) through (D) hereof, being collectively referred to as the "SUPER-REQUIRED
LENDERS").

PARAGRAPH 5. COMPLIANCE WITH AMENDMENT REQUIREMENTS. On and after the Required
Lender Effective Date, the failure of Borrower, its Subsidiaries, or any
Guarantor to comply with the conditions (including, without limitation, the
conditions set forth in PARAGRAPH 4(a)) or limitations set forth in this
Amendment (including the amendments effected by PARAGRAPH 1.2(a) and CLAUSE (2)
of PARAGRAPH 1.2(b) and the deletion of current SECTION 9.31 in PARAGRAPH 1.10
on and after the Super-Required Lender

                                       15

<PAGE>

Effective Date) shall constitute a Default under the Credit Agreement,
entitling the Lenders to exercise their Rights under the Loan Documents.

PARAGRAPH 6. ACKNOWLEDGMENT AND RATIFICATION. As a material inducement to
Administrative Agent and the Lenders to execute and deliver this Amendment,
Borrower and each Guarantor (i) consent to the agreements in this Amendment and
(ii) agree and acknowledge that the execution, delivery, and performance of this
Amendment shall in no way release, diminish, impair, reduce, or otherwise affect
the respective obligations of Borrower or Guarantors under their respective
Collateral Documents, which Collateral Documents shall remain in full force and
effect, and all Liens, guaranties, and Rights thereunder are hereby ratified and
confirmed.

PARAGRAPH 7. REPRESENTATIONS. As a material inducement to Administrative Agent
and Lenders to execute and deliver this Amendment, Borrower, Parent, and each
other Guarantor represent and warrant to such parties (with the knowledge and
intent that the Lenders and Administrative Agent are relying upon the same in
entering into this Amendment) that as of the Required Lender Effective Date and
the Super-Required Lender Effective Date (as the case may be) and as of the date
of execution of this Amendment: (a) all representations and warranties in the
Loan Documents are true and correct in all material respects as though made on
the date hereof, EXCEPT to the extent that (i) any of them speak to a different
specific date or (ii) the facts on which any of them were based have been
changed by transactions permitted by the Loan Documents; (b) no Default or
Potential Default exists, OTHER THAN such Defaults or Potential Defaults
existing on the date of execution hereof, which are addressed by this Amendment,
and which will be cured on or prior to the Required Lender Effective Date of
this Amendment; and (c) this Amendment has been duly authorized and approved by
all necessary corporate and limited liability company action and requires the
consent of no other Person, and upon execution and delivery, this Amendment
shall be binding and enforceable against Borrower, Parent, and each other
Guarantor in accordance with its terms.

PARAGRAPH 8. EXPENSES. Borrower shall pay all costs, fees, and expenses paid or
incurred by Administrative Agent incident to this Amendment, including, without
limitation, the reasonable fees and expenses of Administrative Agent's counsel
in connection with the negotiation, preparation, delivery, and execution of this
Amendment and any related documents.

PARAGRAPH 9.      MISCELLANEOUS.

         9.1 This Amendment is a "LOAN DOCUMENT" referred to in the Credit
Agreement, and the provisions of SECTIONS 13 of the Credit Agreement are
incorporated herein by reference. Unless stated otherwise (a) the singular
number includes the plural and VICE VERSA and words of any gender include each
other gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment must be construed, and
its performance enforced, under New York law, and (d) this Amendment may be
executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.

         9.2 The Loan Documents shall remain unchanged and in full force and
effect, except as provided in this Amendment, and are hereby ratified and
confirmed. On and after the Required Lender Effective Date, all references to
the "CREDIT AGREEMENT" shall be to the Credit Agreement as herein amended,
except that the amendments effected by PARAGRAPH 1.2(a) and CLAUSE (2) of
PARAGRAPH 1.2(b) and the deletion of current SECTION 9.31 in PARAGRAPH 1.10
shall not be effective until on and after the Super-Required Lender Effective
Date. The execution, delivery, and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any Rights of
Lenders under any Loan Document, nor constitute a waiver under any of the Loan
Documents.

PARAGRAPH 10. ENTIRETIES. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY

                                       16

<PAGE>

EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

PARAGRAPH 11. PARTIES. This Amendment binds and inures to Borrower, Parent,
Administrative Agent, Lenders, Guarantors, and their respective successors and
assigns.

         The parties hereto have executed this Amendment in multiple
counterparts on the date stated on the signature pages hereto, but effective as
of Required Lender Effective Date (except with respect to the amendments
effected by PARAGRAPH 1.2(a) and CLAUSE (2) of PARAGRAPH 1.2(b) and the deletion
of current SECTION 9.31 in PARAGRAPH 1.10 , which shall not be effective until
on and after the Super-Required Lender Effective Date).

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














                                       17

<PAGE>

Signature Page to that certain First Amendment to Credit Agreement dated as of
the date first stated above, among American Cellular Corporation (successor by
merger to ACC Acquisition Co.), AS BORROWER, Bank of America, N.A., as
ADMINISTRATIVE AGENT, certain Lenders, and Guarantors.




                                       AMERICAN CELLULAR CORPORATION
                                       (SUCCESSOR BY MERGER TO ACC ACQUISITION
                                       CO.), as BORROWER



                                       By:  /s/ Bruce R. Knooihuizen
                                            ----------------------------------
                                            Name:  Bruce R. Knooihuizen
                                                  ----------------------------
                                            Title: Treasurer
                                                  ----------------------------



                      SIGNATURE PAGE TO FIRST AMENDMENT

<PAGE>

Signature Page to that certain First Amendment to Credit Agreement dated as of
the date first stated above, among American Cellular Corporation (successor by
merger to ACC Acquisition Co.), AS BORROWER, Bank of America, N.A., as
ADMINISTRATIVE AGENT, certain Lenders, and Guarantors.




                                       ACC ACQUISITION, LLC, PARENT, by its
                                       Members, as GUARANTOR

                                       AT&T WIRELESS SERVICES JV CO.


                                       By:  /s/ Joseph Stumpf
                                            ----------------------------------
                                            Name:  Joseph Stumpf
                                                  ----------------------------
                                            Title: Vice President
                                                  ----------------------------

                                       DOBSON JV COMPANY


                                       By:  /s/ Bruce R. Knooihuizen
                                            ----------------------------------
                                            Name:  Bruce R. Knooihuizen
                                                  ----------------------------
                                            Title: Vice President
                                                  ----------------------------











                       SIGNATURE PAGE TO FIRST AMENDMENT

<PAGE>

Signature Page to that certain First Amendment to Credit Agreement dated as of
the date first stated above, among American Cellular Corporation (successor by
merger to ACC Acquisition Co.), AS BORROWER, Bank of America, N.A., as
ADMINISTRATIVE AGENT, certain Lenders, and Guarantors.


                                GUARANTOR:

                                ACC OF KENTUCKY LLC
                                ACC KENTUCKY LICENSE LLC
                                ACC OF MICHIGAN CORPORATION
                                ACC MICHIGAN LICENSE LLC
                                ACC OF MINNESOTA CORPORATION
                                ACC MINNESOTA LICENSE LLC
                                ACC NEW YORK LICENSE I LLC
                                ACC NEW YORK LICENSE II LLC
                                ACC NEW YORK LICENSE III LLC
                                ACC OF OHIO CORPORATION
                                ACC OHIO LICENSE LLC
                                ACC OF PENNSYLVANIA LLC
                                ACC PENNSYLVANIA LICENSE LLC
                                ACC OF TENNESSEE LLC
                                ACC TENNESSEE LICENSE LLC
                                ACC OF WAUSAU CORPORATION
                                ACC WAUSAU LICENSE LLC
                                ACC OF WEST VIRGINIA CORPORATION
                                ACC WEST VIRGINIA LICENSE LLC
                                ACC OF WISCONSIN LLC
                                ACC WISCONSIN LICENSE LLC
                                ALEXANDRA CELLULAR CORPORATION
                                ALTON CELLTELCO CELLULAR CORPORATION
                                ALTON CELLTELCO PARTNERSHIP
                                AMERICAN CELLULAR WIRELESS LLC
                                CELLULAR INFORMATION SYSTEMS OF LAREDO, INC.
                                CHILL CELLULAR CORPORATION
                                DUTCHESS COUNTY CELLULAR TELEPHONE COMPANY, INC.
                                PCPCS CORPORATION


                                By:  /s/ Bruce R. Knooihuizen
                                     ----------------------------------
                                     Name:  Bruce R. Knooihuizen
                                           ----------------------------
                                     Title: Treasurer
                                           ----------------------------
                                           (for all of the above-referenced
                                           Guarantors)






                       SIGNATURE PAGE TO FIRST AMENDMENT

<PAGE>

Signature Page to that certain First Amendment to Credit Agreement dated as of
the date first stated above, among American Cellular Corporation (successor by
merger to ACC Acquisition Co.), AS BORROWER, Bank of America, N.A., as
ADMINISTRATIVE AGENT, certain Lenders, and Guarantors.


                                  BANK OF AMERICA, N.A., as ADMINISTRATIVE
                                  AGENT and a LENDER



                                  By:  /s/ Debra S. Wood
                                       ----------------------------------
                                       Name:  Debra S. Wood
                                             ----------------------------
                                       Title: Vice President
                                             ----------------------------









                       SIGNATURE PAGE TO FIRST AMENDMENT

<PAGE>

Signature Page to that certain First Amendment to Credit Agreement dated as of
the date first stated above, among American Cellular Corporation (successor by
merger to ACC Acquisition Co.), AS BORROWER, Bank of America, N.A., as
ADMINISTRATIVE AGENT, certain Lenders, and Guarantors.


                   REVISED 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, 2006, 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, 2002; PROVIDED THAT no calculation is required for periods
after January 1, 2004, 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)

SECTION 9.30(f) - TOTAL LEVERAGE RATIO




(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.