<PAGE>

                                                                    Exhibit 10.4

                                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











         CREDIT AGREEMENT
         ----------------

<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

         Page
<S>      <C>
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


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5.3      Revolver Facility Commitment Fees                                              54
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

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<PAGE>

SECTION 9   COVENANTS                                                                   65
9.1      Use of Proceeds                                                                65
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

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10.12    LCs                                                                            80
10.13    Validity and Enforceability of Loan Documents                                  80
10.14    Material Adverse Effect                                                        80
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

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

</TABLE>

























         CREDIT AGREEMENT
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<PAGE>

                             SCHEDULES AND EXHIBITS


<TABLE>

<S>                          <C>     <C>
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

</TABLE>






         CREDIT AGREEMENT
         ----------------

<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                    DEFINITIONS AND TERMS.

                           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

         CREDIT AGREEMENT
         ----------------

<PAGE>

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."

         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.

         CREDIT AGREEMENT
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<PAGE>

         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.

         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:

                           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):


<TABLE>
<CAPTION>

         ---------------------------------------------------------------------------------------------------
              LEVERAGE RATIO                                    APPLICABLE MARGIN
         ---------------------------------------------------------------------------------------------------
                                               BASE RATE BORROWINGS          EURODOLLAR RATE BORROWINGS
         ----------------------------------=================================================================
         <S>                                   <C>                           <C>
         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 8.25:1.0            1.250%                           2.500%
         ---------------------------------------------------------------------------------------------------

</TABLE>

                           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):

         CREDIT AGREEMENT
         ----------------

<PAGE>


<TABLE>
<CAPTION>

         ---------------------------------------------------------------------------------------------------
         LEVERAGE RATIO                                           APPLICABLE MARGIN
         ---------------------------------------------------------------------------------------------------
                                               BASE RATE BORROWINGS          EURODOLLAR RATE BORROWINGS
         ----------------------------------=================================================================
         <S>                                   <C>                           <C>
         Less than 6.75:1.0                           1.500%                           2.750%
         ---------------------------------------------------------------------------------------------------
         Greater than or equal to                     1.750%                           3.000%
         6.75:1.0
         ---------------------------------------------------------------------------------------------------

</TABLE>

                           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.

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

                  1)                   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

                  2)                   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):


<TABLE>
<CAPTION>

                  ---------------------------------------------------------------------------------
                          LEVERAGE RATIO                                APPLICABLE MARGIN FOR
                                                                           COMMITMENT FEES
                  ---------------------------------------------------------------------------------
                  <S>                                            <C>
                       Greater than or equal to 6.75 to                         0.500%
                  ---------------------------------------------------------------------------------

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<PAGE>

                  ---------------------------------------------------------------------------------
                                   1.00
                  ---------------------------------------------------------------------------------
                            Less than 6.75 to 1.00                              0.375%
                  ---------------------------------------------------------------------------------

</TABLE>

                  (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 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.

         CREDIT AGREEMENT
         ----------------

<PAGE>

                           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 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

         CREDIT AGREEMENT
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<PAGE>

                  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.

                           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

         CREDIT AGREEMENT
         ----------------

<PAGE>

                  (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

                           (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

         CREDIT AGREEMENT
         ----------------

<PAGE>

                  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
         ----------------

<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.

         CREDIT AGREEMENT
         ----------------

<PAGE>

                           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, 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

         CREDIT AGREEMENT
         ----------------

<PAGE>

                  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.

                           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.

         CREDIT AGREEMENT
         ----------------

<PAGE>

                           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 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.


         CREDIT AGREEMENT
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<PAGE>
                           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. Section 9601 ET SEQ.) ("CERCLA"), the
                  Clean Air Act (42 U.S.C. Section 7401 ET SEQ.), the Federal
                  Water Pollution Control Act, as amended by the Clean Water Act
                  (33 U.S.C. Section 1251 ET SEQ.), the Federal Insecticide,
                  Fungicide, and Rodenticide Act (7 U.S.C. Section 136 ET SEQ.),
                  the Emergency Planning and Community Right to Know Act of 1986
                  (42 U.S.C. Section 11001 ET SEQ.), the Hazardous Materials
                  Transportation Act (49 U.S.C. Section 1801 ET SEQ.), the
                  National Environmental Policy Act of 1969 (42 U.S.C. Section
                  4321 ET SEQ.), the Oil Pollution Act (33 U.S.C. Section 2701
                  ET SEQ.), the Resource Conservation and Recovery Act (42
                  U.S.C. Section 6901 ET SEQ.), the Rivers and Harbors Act (33
                  U.S.C. Section 401 ET SEQ.), the Safe Drinking Water Act (42
                  U.S.C. Section 201 and Section 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. Section 6901 ET SEQ.), the Toxic
                  Substances Control Act (15 U.S.C. Section 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.


<PAGE>


                           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 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


<PAGE>


                  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.

                           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

<PAGE>


                  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.

                           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-

<PAGE>


                  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 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


<PAGE>


                  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.

                           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


<PAGE>


                  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.

                           MATERIAL AGREEMENT means (a) the LLC Agreement, (b)
                  the Management Agreement, (c) the Roaming Agreements, and (iv)
                  any other contract material to the

<PAGE>

                  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)


<PAGE>


                  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 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

<PAGE>

                  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 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

<PAGE>

                                    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

                                                              (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. Section 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. Section 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

<PAGE>

                  (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;

                  (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

<PAGE>

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

                           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.

<PAGE>

                           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:

                  (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.

<PAGE>

                           PERSON means any individual, entity, or Governmental
                  Authority.

                           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.

<PAGE>

                           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.

                           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.

<PAGE>

                           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.

                           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.

<PAGE>

                           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.

                           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.

<PAGE>

                           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.

                           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.

<PAGE>

                           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.

                           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

<PAGE>

                  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.

                                            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.

                                            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.

<PAGE>

SECTION                         BORROWING PROVISIONS.

                                            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.

                                            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 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.

                                            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.

                                            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.

                                            LC SUBFACILITY.

                  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

<PAGE>

         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.

                  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)).

                           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 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.

                  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

<PAGE>

         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.

                  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.

                  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

<PAGE>


         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.

                  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 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.

                  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.

                  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.

                                 SWING LINE SUBFACILITY.

                           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

<PAGE>

         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 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.

                           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.

<PAGE>

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

                   TERMINATIONS OR REDUCTIONS OF COMMITMENTS.

                  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.

                  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.

                  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.

                  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.

                                    BORROWING PROCEDURE.  The following
         procedures apply to all Borrowings (OTHER THAN Swing Line Borrowings
         and Borrowings pursuant to SECTION 2.5(c)):

<PAGE>

                  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 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.

                  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.

                  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                    TERMS OF PAYMENT.

                           LOAN ACCOUNTS, NOTES, AND PAYMENTS.

                  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.

<PAGE>

                  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 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).

                  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.

                  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.

                           INTEREST AND PRINCIPAL PAYMENTS.

                  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.

                  REVOLVER PRINCIPAL DEBT. The Revolver Principal Debt is due
         and payable on the Termination Date for the Revolver Facility.

                  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:

<PAGE>

<TABLE>
<CAPTION>
                  ==================================================== ===========================
                                     PAYMENT DATES                       PRINCIPAL INSTALLMENTS
                  ==================================================== ===========================
                  <S>                                                  <C>
                    June 30, 2001, September 30, 2001, December 31,         $8,750,000/each
                               2001, and March 31, 2002
                  ---------------------------------------------------- ---------------------------
                    June 30, 2002, September 30, 2002, December 31,         $17,500,000/each
                               2002, and March 31, 2003
                  ---------------------------------------------------- ---------------------------
                    June 30, 2003, September 30, 2003, December 31,         $26,250,000/each
                               2003, and March 31, 2004
                  ---------------------------------------------------- ---------------------------
                    June 30, 2004, September 30, 2004, December 31,         $35,000,000/each
                               2004, and March 31, 2005
                  ---------------------------------------------------- ---------------------------
                    June 30, 2005, September 30, 2005, December 31,         $43,750,000/each
                    2005, March 31, 2006, June 30, 2006, September 30,
                      2006, December 31, 2006, and March 31, 2007
                  ---------------------------------------------------- ---------------------------
</TABLE>

                  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:

<TABLE>
<CAPTION>
                  ==================================================== ===========================
                                     PAYMENT DATES                       PRINCIPAL INSTALLMENTS
                  ==================================================== ===========================
                  <S>                                                  <C>
                    June 30, 2001, September 30, 2001, December 31,         $875,000/each
                    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, December 31,         $39,375,000/each
                               2006, and March 31, 2007,
                  ---------------------------------------------------- ---------------------------
                    June 30, 2007, September 30, 2007, December 31,         $43,750,000/each
                               2007, and March 31, 2008
                  ==================================================== ===========================
</TABLE>

                  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:

<TABLE>
<CAPTION>
                  ==================================================== ===========================
                                     PAYMENT DATES                       PRINCIPAL INSTALLMENTS
                  ==================================================== ===========================
                  <S>                                                  <C>
                    June 30, 2001, September 30, 2001, December 31,         $1,000,000/each
                    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, December 31,         $45,000,000/each
                               2007, and March 31, 2008
                  ---------------------------------------------------- ---------------------------
                    June 30, 2008, September 30, 2008, December 31,         $49,000,000/each
                               2008, and March 31, 2009
                  ==================================================== ===========================
</TABLE>

                                    PREPAYMENTS.

                  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

<PAGE>


         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 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).

                  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:

                  3) 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;

                  4) 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

<PAGE>


                  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;

                  5) 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;

                  6) 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;

                  7) 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;

                  8) 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

<PAGE>

         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.

                  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 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

<PAGE>

         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.

                  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.

                  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.

                  TERM LOAN OPT-OUTS.

                  9) 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.

                  10) 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

<PAGE>

                  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.

                                            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 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.

                                            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.

                                            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.

                                            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

<PAGE>

                  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.

                                            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.

                                            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
                  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 SECTION 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.

                                            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

<PAGE>

                  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.

                                            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.

                                      ORDER OF APPLICATION.

                  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.

                  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

<PAGE>

         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.

                                    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 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.

                                    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.

                                    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                             CHANGE IN CIRCUMSTANCES.

                                    INCREASED COST AND REDUCED RETURN.

<PAGE>

                  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:

                  11) 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);

                  12) 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

                  13) 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 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.

                  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.

<PAGE>

                  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.

                                    LIMITATION ON TYPES OF LOANS. If on or prior
         to the first day of any Interest Period for any Eurodollar Rate
         Borrowing:

                  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

                  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;

         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.

                                    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).

                                    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:

<PAGE>

                           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

                           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.

                                    COMPENSATION.

                           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:

                  14)                  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

                  15)                  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.

                           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

<PAGE>

         waiver by such Lender or otherwise, the circumstances entitling
         Borrower to require such assignment and delegation cease to apply.

                                    TAXES.

                  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.

                  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").

                  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.

                  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

<PAGE>

         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.

                  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 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.

                  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.

                  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.

                  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                             FEES.

                                    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.

<PAGE>

                                    FEES OF ADMINISTRATIVE AGENT AND ARRANGER.
         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.

                                    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 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.

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

                           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.

                           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                             SECURITY; GUARANTIES.

                                    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

<PAGE>

         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.

                                    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.

                                    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
         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.

                                    RELEASE OF COLLATERAL.

                  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.

                  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

<PAGE>

         by appropriate release or subordination instruments, which must be in
         form and substance satisfactory to Administrative Agent.

                  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.

                                    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.

                                    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

<PAGE>

         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                             CONDITIONS PRECEDENT.

                                    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.

                                    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 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.

                                    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

<PAGE>

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

                                    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 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).

                                    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.

                                    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

<PAGE>

         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.

                                    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 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.

                                    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.

                                    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

<PAGE>

         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.

                                    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.

                                    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.

                                    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.

                                    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.

                                    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.

<PAGE>

         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.

                                    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.

                                    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.

                                    DEBT. No Company is an obligor on any Debt
         OTHER THAN Permitted Debt.

                                    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 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.

                                    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.

                                    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.

                                    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.

<PAGE>

                                    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.

                                    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.

                                    PERMITTED ACQUISITIONS; INTERCOMPANY
         ACQUISITIONS.

                  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.

                  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,.

                  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

<PAGE>

         Intercompany Acquisition EXCEPT where the failure to do so could not
         reasonably be expected to be a Material Adverse Event.

                                    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.

                                    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.

                                    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 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.

                                    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.

                                    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.

                                    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.

<PAGE>

                                    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 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                             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:

                                    USE OF PROCEEDS. Borrower shall use (or
         shall cause its Subsidiaries to use) the proceeds of Borrowings only
         for the purposes represented herein.

                                    BOOKS AND RECORDS. The Companies shall
         maintain books, records, and accounts necessary to prepare financial
         statements in accordance with GAAP.

                                    ITEMS TO BE FURNISHED. Borrower and Parent
         shall cause the following to be furnished to Administrative Agent for
         delivery to Lenders:

<PAGE>

                           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:

                  16)                  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;

                  17)                  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

                           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.

                           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).

                           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.

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

                           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

<PAGE>

         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.

                           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.

                           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).

                           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.

                           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.

                           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.

                                    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.

                                    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

<PAGE>

         or investigation with respect to any Taxes of any kind due or alleged
         to be due from any Company.

                                    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 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.

                                    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.

                                    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

<PAGE>

         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 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.

                                    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.

                                    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.

                                    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.

                                    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:

                           The Obligation and Guaranties thereof;

<PAGE>

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

                           Debt between Companies;

                           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;

                           Endorsements of checks or drafts in the ordinary
         course of business;

                           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");

                           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

                           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.

                                    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:

                  18)                  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);

                  19)                  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;

                  20)                  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;

<PAGE>

                  21)                  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;

                  22)                  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;

                  23)                  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;

                  24)                  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;

                  25)                  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

                  26)                  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.

                                            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.

                                            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

<PAGE>

                  provisions of its charter, bylaws, limited liability company
                  agreement, partnership agreement, or other organizational
                  documents.

                                            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 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.

                                            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.

                                            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.

                                            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.

                                            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:

                           Investments by Borrower or its Subsidiaries in Cash
         Equivalents;

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

                           Permitted Acquisitions;

                           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;

<PAGE>

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

                           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;

                           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;

                           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

                           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.

                                    DISTRIBUTIONS AND RESTRICTED PAYMENTS. No
         Company shall, directly or indirectly, declare, make, or pay any
         Distribution or Restricted Payment, OTHER THAN:

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

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

                  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;

                  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;

                           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;

<PAGE>

                           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 (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;

                  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

                           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.

                                    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.

                                    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

<PAGE>

         any disposition pursuant to this SECTION 9.23, Borrower shall make the
         mandatory prepayments (if any) required by SECTIONS 3.3(b).

                                    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 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.

                                    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.

                                    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.

                                    FINANCIAL HEDGES.

                           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.

                           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)

<PAGE>

         credit exposure under such Financial Hedge; such Lien is PARI PASSU
         with that of Administrative Agent on behalf of Lenders).

                           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 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.

                                    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.

                                    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.

                                    FINANCIAL COVENANTS.  As calculated on a
         (UNLESS otherwise indicated):

                  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:

<TABLE>
<CAPTION>
         ------------------------------------- -----------------------------------
                     PERIOD                                LEVERAGE RATIO
         ------------------------------------- -----------------------------------

<PAGE>

         <S>                                   <C>
         ------------------------------------- -----------------------------------
          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
         ------------------------------------- -----------------------------------
          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
         ------------------------------------- -----------------------------------
</TABLE>

                  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;

                  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:

<TABLE>
<CAPTION>
         ------------------------------------- -----------------------------------
                      PERIOD                           INTEREST COVERAGE RATIO
         ------------------------------------- -----------------------------------
         <S>                                   <C>
          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
         ------------------------------------- -----------------------------------
</TABLE>

                  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:

<TABLE>
<CAPTION>
         ------------------------------------- -----------------------------------
                      PERIOD                         FIXED CHARGE COVERAGE RATIO
         ------------------------------------- -----------------------------------
         <S>                                   <C>
          From December 31, 2001 to 12/31/2003               1.00 to 1.00
         ------------------------------------- -----------------------------------
          From 01/01/2004 and thereafter                     1.05 to 1.00
         ------------------------------------- -----------------------------------
</TABLE>

         ; 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.

<PAGE>

                  (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:

<TABLE>
<CAPTION>
                  ------------------------------------- ------------------------------------------
                                 PERIOD                      PERMITTED CAPITAL EXPENDITURES
                  ------------------------------------- ------------------------------------------
                  <S>                                   <C>
                           Calendar year 2000                          $77,000,000
                  ------------------------------------- ------------------------------------------
                           Calendar year 2001                          $55,000,000
                  ------------------------------------- ------------------------------------------
</TABLE>

                  ; 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.

                                    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).

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

                                    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.

<PAGE>

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

                           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

                           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.

                                    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).

                                    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.

                                    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.

                                    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.

                                    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.

                                    CHANGE OF CONTROL. The occurrence of a
         Change of Control.

                                    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.

                                    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

<PAGE>

         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.

                                    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.

                                    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.

                                    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.

                                    MATERIAL ADVERSE EFFECT. If any event or
         condition shall exist which could reasonably be expected to be a
         Material Adverse Event.

                                    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.

                                    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.

<PAGE>

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

SECTION                             RIGHTS AND REMEDIES.

                                    REMEDIES UPON DEFAULT.

                  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).

                  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 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.

                                    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).

                                    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

<PAGE>

         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.

                                    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.

                                    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.

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

                                    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.

                                    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.

                                    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

<PAGE>

         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.

                                    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.

                                    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.

                                    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, 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

<PAGE>


         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                             AGREEMENT AMONG LENDERS.

                                    ADMINISTRATIVE AGENT.

                  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 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.

                  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

<PAGE>

         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.

                  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.

                  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.

                                    EXPENSES. Upon demand by Administrative
         Agent, each Lender shall pay its ratable portion of any reasonable
         expenses (including, without limitation, court costs,

<PAGE>

         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.

                                    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).

                                    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 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.

                                    LIMITATION OF LIABILITY.

                  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).

                  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

<PAGE>

         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).

                  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 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).

                                    DEFAULT; COLLATERAL.

                           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.

<PAGE>

                           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.

                           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.

                           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.

                           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.

                           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

<PAGE>

         time of theexecution 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.

                                    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.

                                    RELATIONSHIP OF LENDERS. Nothing herein
         shall be construed as creating a partnership or joint venture among
         Agents and Lenders.

                                    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.

                                    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.

                                    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.

                                    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;

<PAGE>

         (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                             MISCELLANEOUS.

                                    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.

                                    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.

                                    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 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.

                                    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.

                                    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.

                                    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

<PAGE>

         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.

                                    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.

                                    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.

                                    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.

                                    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

<PAGE>

         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 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.

                      AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS.

                           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.

                           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.

<PAGE>

                           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.

                           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 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.

                           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.

                           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.

                                    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

<PAGE>

         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.

                SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS.

                           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.

                           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:

                  27)                  Each such assignment shall be to an
                  Eligible Assignee;

                  28)                  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):


<TABLE>
<CAPTION>

                           -----------------------------------------------------------------------
                           FACILITY                      MINIMUM ASSIGNMENT
                           -----------------------------------------------------------------------
                           <S>                           <C>
                           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 Term
                                                         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
                           -----------------------------------------------------------------------

</TABLE>

                  ; 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;

                  29)                  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

<PAGE>

                  proportionate part of all of the assigning Lender's Rights and
                  obligations in respect of one Facility;

                  30)                  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

                  31)                  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 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.

                           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).

                           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

<PAGE>

         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.

                           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 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.

                           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

<PAGE>

         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.

                           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.

                                    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.

                                    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.]

<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


<TABLE>

         <S>                                                  <C>
         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,                   BANK OF AMERICA, N.A.,
         N.A.                                                 as ADMINISTRATIVE AGENT and as a LENDER
                  901 Main Street, 64th Floor
                  Dallas, Texas 75202
         Telephone:        214-209-2126                       By:      /s/ JULIE A. SCHELL
         Facsimile:        214-209-9390                          -----------------------------
                                                              Julie A. Schell, Vice President

</TABLE>

<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


<TABLE>

         <S>                                                  <C>

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

</TABLE>

<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.

<TABLE>

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

</TABLE>

<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.