<PAGE>
                                                                  EXHIBIT 10.13


                  CAPITAL MARKETS DEBT SUBORDINATION AGREEMENT


         CAPITAL MARKETS DEBT SUBORDINATION AGREEMENT, dated as of November 21,
2000, among SBC COMMUNICATIONS INC., a Delaware corporation ("SBC"), BELLSOUTH
CORPORATION, a Georgia corporation ("BellSouth"), any subsidiary of SBC or
BellSouth that is or hereafter becomes bound to the terms of this agreement in
the manner described herein (a "Subsidiary Lender"; SBC, BellSouth (for itself
and as successor by merger to BellSouth Capital Funding Corporation) and each
Subsidiary Lender is referred to herein as a "Subordinated Creditor" and,
collectively, the "Subordinated Creditors"), and CINGULAR WIRELESS LLC, a
Delaware limited liability company (the "Borrower").

                                  WITNESSETH:

         WHEREAS, each of the Subordinated Creditors has extended credit, and
may in the future extend credit, to the Borrower and its Subsidiaries; and

         WHEREAS, by entering into, or agreeing to be bound by, the terms of
this Capital Markets Subordination Agreement each Subordinated Creditor desires
to agree, for the benefit of the holders of Senior Capital Markets Debt (as
defined herein), to certain subordination and related terms that shall apply to
any such credit, provided that such credit is identified on Schedule A hereto,
in the case of SBC or any Subsidiary of SBC, or Schedule B hereto, in the case
of BellSouth or any Subsidiary of BellSouth (all such indebtedness identified
on such schedules, as such schedules may from time to time be supplemented in
accordance with the terms hereof and as the original maturities of such
indebtedness may have been extended by the Initial Subordination Agreement (as
hereinafter defined), the "Shareholder Loans"); and

         WHEREAS, the Borrower has entered into a 364-day Credit Agreement,
dated as of November 20, 2000, among the Borrower, the Lenders party thereto,
and Morgan Guaranty Trust Company of New York, as Administrative Agent (as the
same may be amended, modified, supplemented or restated from time to time, and
any replacement, substitution, refunding or refinancing of all or any portion
thereof which by its terms is stated to be entitled to the benefits of the


<PAGE>


Initial Subordination Agreement defined below, whether with the same or
different lenders, the "Credit Agreement"); and

         WHEREAS, in connection therewith the Borrower and the Subordinated
Creditors entered into a Subordination and Extension Agreement, dated as of
November 20, 2000, as amended or proposed to be amended by Amendment No. 1,
dated as of May 1, 2001 (the "Initial Subordination Agreement"); and

         WHEREAS, under the terms of the Initial Subordination Agreement, the
parties thereto contemplated that additional "Senior Pari Passu Debt" (as
defined therein) could be issued by the Borrower from time to time; and

         WHEREAS, the Borrower intends to issue Senior Capital Markets Debt
from time to time that qualifies as "Senior Pari Passu Debt" under the Initial
Subordination Agreement;

         NOW, THEREFORE, in consideration of the premises, the parties hereto
hereby agree as follows:

         SECTION 1.        DEFINITIONS

         1.1      The following terms shall have the following meanings:

                  "Agreement": This Capital Markets Debt Subordination
         Agreement, as the same may be amended, supplemented or otherwise
         modified from time to time.

                  "interest": with respect to any Senior Capital Markets Debt
         shall also refer to any additional interest or liquidated damages
         payable under any registration rights agreement.

                  "Other Creditor": has the meaning specified in Section 2.5(a)
         of this Agreement.

                  "Person": any individual, entity or organization.

                  "Senior Bank Debt": all "Senior Debt" as defined in the
         Initial Subordination Agreement.


                                      -2-
<PAGE>


                  "Senior Capital Markets Debt": all obligations payable from
         time to time by the Borrower pursuant to (i) each commercial paper
         note issued from time to time by the Borrower pursuant to the terms of
         the Issuing and Paying Agent Agreement, dated as of November 15, 2000,
         between the Borrower and Chase Manhattan Bank, as issuing and paying
         agent, as amended, modified, supplemented or restated from time to
         time, (ii) each other commercial paper note, commercial note or
         similar indebtedness for borrowed money having an original maturity of
         390 days or less (but the maturity of which may be extendible, either
         automatically unless the holder elects to the contrary or on some
         other basis), and (iii) each other obligation of the Borrower to
         creditors other than the Subordinated Creditors (A) that each of SBC
         and BellSouth has approved as Senior Capital Markets Debt by executing
         a notice substantially in the form of Exhibit B hereto and delivering
         a signed counterpart thereof to the Borrower and (B)(I) which by its
         terms is expressly stated to be "Senior Capital Markets Debt" under
         this Agreement or (II) which the Borrower from time to time after the
         issuance thereof has notified in writing the creditors for such
         obligation or their trustee, agent or other representative is "Senior
         Capital Markets Debt" under this Agreement, in each case with respect
         to obligations referred to in clauses (i) - (iii) above including,
         without limitation, all obligations for the payment of principal of
         and interest (including interest accruing on or after, or which would
         accrue but for, the filing of any petition in bankruptcy or for
         reorganization relating to the Borrower, whether or not a claim for
         post-petition interest is allowed in such proceeding) on any amounts
         due thereunder.

                  "Senior Pari Passu Debt": the Senior Capital Markets Debt and
         Senior Bank Debt, together with each other obligation of the Borrower
         to creditors other than the Subordinated Creditors the payment of
         which by its terms is expressly stated to be senior to payment of the
         Subordinated Obligations and which is expressly entitled by agreement
         of the Subordinated Creditors to pro rata payment by the Borrower (on
         the basis of then outstanding unpaid obligations) on a pari passu
         basis with all payments by the Borrower to the holders of Senior
         Capital Markets Debt, Senior Bank Debt and other Senior Pari Passu
         Debt required herein from payments


                                      -3-
<PAGE>


         that would otherwise be made to the Subordinated
         Creditors.

                  "Subordinated Obligations": the collective reference to the
         unpaid obligations with respect to the Shareholder Loans, whether
         direct or indirect, absolute or contingent, due or to become due, or
         now existing or hereafter incurred, which may arise under, out of, or
         in connection with the Shareholder Loans, in each case whether on
         account of principal, interest, reimbursement obligations, fees
         indemnities, costs, expenses or otherwise (including, without
         limitation, all fees and disbursements of counsel to the Subordinated
         Creditors that are required to be paid by the Borrower pursuant to the
         terms of any Shareholder Loans).

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

         1.2      The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section and
paragraph references are to this Agreement unless otherwise specified.

         1.3      The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

         SECTION 2.        TERMS OF SUBORDINATION

         2.1      Subordination. (a) Each Subordinated Creditor agrees, for
itself and each future holder of the Subordinated Obligations, that the
Subordinated Obligations are expressly subordinate and junior in right of
payment to all Senior Capital Markets Debt.

         (b)      As used herein, "subordinate and junior in right of payment"
shall mean that:


                                      -4-
<PAGE>


                  (i)      No payment or prepayment of any principal, premium
         (if any) or interest on account of a Subordinated Obligation and no
         repurchase, redemption or other retirement (whether at the option of
         the holder or otherwise) of a Subordinated Obligation shall be made so
         long as this Agreement is effective; provided that payments of
         interest or premium or payments or prepayments of principal may be
         made from any source, if, at the time of such payment or prepayment
         and immediately after giving effect thereto, there shall not exist a
         default in the payment or prepayment of any principal of or interest
         on any Senior Capital Markets Debt;

                  (ii)     In the event of any insolvency or bankruptcy
         proceedings, or any receivership, liquidation, reorganization or other
         similar proceedings, relative to the Borrower or to its creditors, as
         such, or to its property, or in the event of any proceeding for
         voluntary liquidation, dissolution or other winding up of the
         Borrower, whether or not involving insolvency or bankruptcy, then the
         holders of all Senior Pari Passu Debt shall be entitled to receive
         payment in full in cash of all Senior Pari Passu Debt before the
         holders of the Subordinated Obligations are entitled to receive any
         payment on account of the Subordinated Obligations, and to that end
         the holders of the Senior Pari Passu Debt shall be entitled to receive
         pro rata distributions of any kind or character, whether in cash or
         property or securities, which may be payable or deliverable in any
         such proceedings in respect of the Subordinated Obligations;

                  (iii)    If any Subordinated Obligation is declared or
         otherwise becomes due and payable (under circumstances when the
         provisions of the foregoing paragraphs (i) or (ii) are not applicable,
         whether as a result of the occurrence of an event of default under
         such Subordinated Obligations or otherwise), the holders of Senior
         Pari Passu Debt outstanding at the time such Subordinated Obligations
         so become due and payable shall be entitled to receive payment in full
         of all Senior Pari Passu Debt before the holders of the Subordinated
         Obligations are entitled to receive any payment on account of the
         Subordinated Obligations;


                                      -5-
<PAGE>


                  (iv)     If, notwithstanding the occurrence of any of the
         events described in paragraphs (i) (other than a payment permitted by
         the proviso thereto), (ii) and (iii), any such payment or distribution
         of assets of the Borrower of any kind or character, whether in cash,
         property or securities, shall be received by the holders of
         Subordinated Obligations before all Senior Pari Passu Debt is paid in
         full in cash, or provision made for such payment in a manner
         satisfactory to each holder of Senior Pari Passu Debt (or such
         holder's representative, which in the case of Senior Capital Markets
         Debt issued pursuant to an indenture shall be the trustee thereunder),
         such payment or distribution shall be held in trust for the benefit
         of, and shall be paid over or delivered to, the holders of Senior Pari
         Passu Debt or their representative or representatives, as their
         respective interests may appear, for application to the payment of all
         Senior Pari Passu Debt remaining unpaid to the extent necessary to pay
         such Senior Pari Passu Debt in full in cash, in accordance with its
         terms, after giving effect to any concurrent payment or distribution
         to all holders of such Senior Pari Passu Debt; and

                  (v)      No holder of Senior Capital Markets Debt shall be
         prejudiced in its right to enforce subordination of the Subordinated
         Obligations by any act or failure to act on the part of the Borrower;
         provided that the foregoing provisions are solely for the purpose of
         defining the relative rights of the holders of Senior Capital Markets
         Debt, on the one hand, and the holders of Subordinated Obligations, on
         the other hand, and that nothing herein shall impair, as between the
         Borrower and the holders of the Subordinated Obligations, the
         obligation of the Borrower, which shall be unconditional and absolute,
         to pay to the holders of the Subordinated Obligations the principal
         and premium (if any) thereof and interest thereon in accordance with
         its terms, nor shall anything therein prevent the holders of the
         Subordinated Obligations from exercising all remedies otherwise
         permitted by applicable law or the instruments pursuant to which the
         Subordinated Obligations were issued upon default thereunder, subject
         to the rights under paragraphs (i), (ii), (iii), and (iv) above of the
         holders of Senior Pari Passu Debt to receive cash, property or
         securities


                                      -6-
<PAGE>


         otherwise payable or deliverable to the holders of the
         Subordinated Obligations.

         (c)      The expressions "prior payment in full," "payment in full,"
"paid in full", "fully paid and satisfied" and any other similar terms or
phrases when used in this Agreement, with respect to the Senior Capital Markets
Debt, shall mean the full and final payment in cash, in immediately available
funds, of all of the Senior Capital Markets Debt.

         To the extent any payment of Senior Capital Markets Debt (whether by
or on behalf of the Borrower, as proceeds of security or enforcement of any
right of set-off or otherwise) is declared to be fraudulent or preferential,
set aside or required to be paid to a trustee, receiver or other similar party
under any bankruptcy, insolvency, receivership, fraudulent conveyance or
similar laws, then if such payment is recovered by, or paid over to, such
trustee, receiver or other similar party, the Senior Capital Markets Debt or
part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred. To the extent
the obligation to repay any Senior Capital Markets Debt is declared to be
fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar laws, then the obligations so
declared fraudulent, invalid or otherwise set aside (and all other amounts that
would become due with respect thereto had such obligations not been so
affected) shall be deemed to be reinstated and outstanding as Senior Capital
Markets Debt for all purposes hereof as if such declaration, invalidity or
setting aside had not occurred.

         (d)      Notwithstanding any other provision of this Agreement, the
Borrower shall have the right to make, and the Subordinated Creditors shall
have the right to receive and to retain, any payment or voluntary prepayment by
the Borrower of any Subordinated Obligation as contemplated by the proviso to
paragraph (i) of subsection 2.1(b) if, immediately after giving effect thereto,
there shall not exist a default in the payment or prepayment of any principal
of or interest on any Senior Capital Markets Debt.

         2.2      Additional Subordinated Obligations. A Subordinated Creditor
may cause Schedule A or Schedule B hereto, as the case may be, to be
supplemented from time to


                                      -7-
<PAGE>


time to add additional obligations of the Borrower to the Subordinated Creditor
(or its Subsidiary) as Subordinated Obligations by executing a notice
substantially in the form of Exhibit A hereto and delivering a signed
counterpart thereof to the Borrower. Schedule A and Schedule B, as the case may
be, will be deemed modified as of the date such signed notices have been
delivered.

         2.3      Agreement to Cooperate. Each Subordinated Creditor hereby
agrees, under the circumstances set forth in paragraph (ii) of subsection
2.1(b), duly and promptly to take such action as may be requested at any time
and from time to time by the holders of Senior Capital Markets Debt (or their
representative), to file appropriate proofs of claim in respect of the
Subordinated Obligations, and to execute and deliver such powers of attorney,
assignments of proofs of claim or other instruments as may be requested by the
holders of Senior Capital Markets Debt (or their representative), in order to
enable the holders of Senior Capital Markets Debt to enforce any and all claims
upon or in respect of the Subordinated Obligations and to collect and receive
any and all payments or distributions which may be payable or deliverable at
any time upon or in respect of the Subordinated Obligations.

         2.4      Subrogation. (a) No Subordinated Creditor shall be entitled
to enforce its rights of subrogation to receive payments or distributions of
assets of the Borrower on the Senior Capital Markets Debt until the Senior
Capital Markets Debt has been paid in full.

         (b)      Subject to the payment in full of all Senior Capital Markets
Debt, until all amounts owing on the Subordinated Obligations shall be paid in
full the Subordinated Creditors shall be subrogated to the rights of the
holder(s) of the Senior Capital Markets Debt (to the extent of payments or
distributions previously made to such holders pursuant to the provisions of
subsection 2.1(b)).

         2.5      Additional Senior Obligations. (a) For purposes of this
Agreement, "Other Creditor" means a holder of Senior Pari Passu Debt or any
other creditor of the Borrower or a Subsidiary of the Borrower, but does not
include a holder of Senior Capital Markets Debt. No Subordinated Creditor shall
grant or permit to exist any contractual agreement with or for the benefit of
any Other Creditor that provides for the subordination of the payment


                                      -8-
<PAGE>


of any Subordinated Obligation to the payment of obligations of the Borrower to
such Other Creditor unless payment of that Subordinated Obligation is also
subordinated to the payment in full of the Senior Capital Markets Debt on terms
and conditions that are at least as favorable, provided however, that nothing
herein shall (i) be deemed to limit or restrict (A) any Subordinated Creditor's
agreement with any Other Creditor that would prohibit or limit any payments by
the Borrower or any Subsidiary of the Borrower to the Subordinated Creditor
following the occurrence and during the continuance of a non-payment default
with respect to its obligations to the Other Creditor, or (B) any Subordinated
Creditor from undertaking with any Other Creditor to maintain all or any
portion of the Subordinated Obligations outstanding through any specified
minimum maturity date, or (ii) require the granting for the benefit of the
Senior Capital Markets Debt of a provision corresponding to clause (i)(A) or
(B).

         (b)      Terms of any subordination of the obligations of the Borrower
or any Subsidiary of the Borrower to any Subordinated Creditor that may from
time to time be established for the benefit of the holders of Senior Capital
Markets Debt pursuant to the terms of subsection (a) of this Section may
without the consent of any holder of Senior Capital Markets Debt be amended on
substantially the same terms and conditions as any amendment of the terms
provided to the relevant Other Creditor or be eliminated to the extent such
subordination is eliminated with respect to the relevant Other Creditor.


                                      -9-
<PAGE>


         2.6      Refinancing of Subordinated Obligations. Neither the Borrower
nor any Subsidiary of the Borrower shall incur or become liable with respect to
any indebtedness owed to any Subordinated Creditor or any Affiliate thereof if
the net proceeds of such indebtedness are used, directly or indirectly, to
refinance any Subordinated Obligations ("Refinancing Indebtedness"), unless
such Refinancing Indebtedness is subordinated to the Senior Capital Markets
Debt at least to the same extent as such refinanced Subordinated Obligations;
provided, however that an incurrence of indebtedness by the Borrower or any
Subsidiary of the Borrower shall not constitute Refinancing Indebtedness under
this Agreement if the Board of Directors of the Borrower makes a good faith
determination that such indebtedness is not Refinancing Indebtedness (such
determination being binding and conclusive for all purposes hereof).

         SECTION 3.        REPRESENTATIONS.

         Each Subordinated Creditor represents and warrants as follows:

         3.1      Power and Authority; Authorization; No Violation. The
Subordinated Creditor has corporate power, authority and legal right to
execute, deliver and perform this Agreement, and the execution, delivery and
performance of this Agreement have been duly authorized by all necessary action
on its part, do not require any approval or consent of any trustee or holders
of any indebtedness or obligations of the Subordinated Creditor and will not
violate any provision of law, governmental regulation, order or decree or any
provision of any material indenture, mortgage, contract or other agreement
entered into by the Subordinated Creditor or by which the Subordinated Creditor
is bound.

         3.2      Consents. No consent, license, approval or authorization of,
or registration or declaration with, any governmental instrumentality, domestic
or foreign, is required in connection with the execution, delivery and
performance by the Subordinated Creditor of this Agreement.

         3.3      Binding Obligation. This Agreement constitutes a legal, valid
and binding obligation of the Subordinated Creditor enforceable in accordance
with its terms, subject to bankruptcy, insolvency, reorganization,


                                      -10-
<PAGE>


moratorium and other similar laws affecting creditors' rights generally and to
the availability of equitable remedies.


         SECTION 4.        MODIFICATIONS OF SENIOR CAPITAL MARKETS DEBT;
RELIANCE.

         Each Subordinated Creditor consents that, without the necessity of any
reservation of rights against the Subordinated Creditors, and without notice to
or further assent by the Subordinated Creditors, (a) any demand for payment of
any Senior Capital Markets Debt may be rescinded in whole or in part, and any
Senior Capital Markets Debt may be continued, and the Senior Capital Markets
Debt, or the liability of any other party upon or for any part thereof, or any
collateral security or guaranty therefor, or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
modified, accelerated, compromised, waived, surrendered, or released and (b)
any document or instrument evidencing or governing the term of any Senior
Capital Markets Debt or any other collateral security documents or guaranties
or documents in connection with Senior Capital Markets Debt (other than this
Agreement) may be amended, modified, supplemented or terminated, in whole or in
part, as the holders of Senior Capital Markets Debt may deem advisable from
time to time, the manner, place or terms of payment or time of payment of the
Senior Capital Markets Debt may be amended or supplemented, any collateral
security at any time held by the holders of Senior Capital Markets Debt for the
payment of any of the Senior Capital Markets Debt may be sold, exchanged,
waived, surrendered or released, in each case, except as provided above, all
without notice to or further assent by any Subordinated Creditor, and all
without impairing, abridging, releasing or affecting the subordination provided
for herein, notwithstanding any such renewal, extension, modification,
acceleration, compromise, amendment, supplement, termination, sale, exchange,
waiver, surrender or release. Each Subordinated Creditor waives any and all
notice of the creation, modification, renewal, extension, alteration,
supplement or accrual of any of the Senior Capital Markets Debt and notice of
or proof of reliance by the holders of Senior Capital Markets Debt upon this
agreement, and the Senior Capital Markets Debt and any of them shall
conclusively be deemed to have been created, contracted or incurred in reliance
upon this Agreement.


                                      -11-
<PAGE>


Each Subordinated Creditor acknowledges and agrees that the holders of Senior
Capital Markets Debt have relied upon the subordination provided for herein in
making funds available to the Borrower under the terms of such Senior Capital
Markets Debt. Except as otherwise provided in this Agreement, each Subordinated
Creditor waives notice or proof of reliance on this Agreement and protest,
demand for payment and notice of default.

         SECTION 5.        MISCELLANEOUS.

         5.1      Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.

         5.2      Further Assurances. Each Subordinated Creditor, at its own
expense and at any time from time to time, upon the written request of Borrower
will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Borrower reasonably may request
for the purposes of assuring that the holders of Senior Capital Markets Debt
obtain or preserve the full benefits of this Agreement and of the rights and
powers herein granted.

         5.3      Provisions Define Relative Rights. This Agreement is intended
solely for the purpose of defining the relative rights of the Senior Capital
Markets Debt, on the one hand and the Subordinated Creditors on the other, and
no other Person shall have any right, benefit or other interest under this
Agreement.

         5.6      Notices. All notices, requests and demands hereunder to or
upon the holders of Senior Capital Markets Debt, the Subordinated Creditors or
the Borrower to be effective shall be in writing (or by fax or similar
electronic transfer confirmed in writing) and shall be deemed to have been duly
given or made (a) when delivered by hand or (b) if given by mail, when
deposited in the mails by certified mail, return receipt requested, or (c) if
by fax or similar electronic transfer, when sent and receipt has been
confirmed, addressed as follows:


                                      -12-
<PAGE>


         If to SBC or an
         SBC Subsidiary:            175 East Houston Street
                                    San Antonio Texas 78205
                                    Attention:  Vice President-
                                    Treasurer
                                    Fax: 210-351-3849

         If to BellSouth or a
         BellSouth Subsidiary:      1155 Peachtree Street
                                    Atlanta, Georgia 30309-4599
                                    Attention:  Vice President &
                                    Treasurer
                                    Fax: 404-249-2658

         If to the Borrower:        5565 Glenridge Connector
                                    Suite 1200
                                    Atlanta, Georgia  30342
                                    Attention:  Vice President &
                                    Treasurer
                                    Fax: 404-236-6008

         If to the holders of Senior Capital Markets Debt, to the addresses
specified in the instruments governing their terms (which in the case of Senior
Capital Markets Debt issued pursuant to an indenture shall be the address for
notices to the trustee thereof).

The parties to this Agreement may change their addresses and transmission
numbers for notices by notice to the other parties in the manner provided in
this Section.

         5.7      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         5.8      Severability. All rights, powers and remedies provided herein
may be exercised only to the extent that the exercise thereof does not violate
any applicable provisions of law and are intended to be limited to the extent
necessary so that they will not render this Agreement invalid or unenforceable.
If any term of this Agreement or any application thereof shall be invalid or
unenforceable, the remainder of this Agreement and any other application of
such term shall not be affected thereby.

         5.9      Controlling Agreement; Termination. Unless and until all
Senior Capital Markets Debt has been paid in


                                      -13-
<PAGE>


full, notwithstanding the provisions in the Subordinated Obligations, the
provisions of this Agreement shall be controlling as to the matters set forth
herein. This Agreement shall terminate and have no further force or effect on
and as of the earlier of the date that the Senior Capital Markets Debt has been
paid in full or the date that the Subordinated Obligations have been paid in
full.

         5.10     Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

         5.11     Limitations on Amendment. So long as any Senior Capital
Markets Debt is outstanding, no modification, supplement or waiver of any
provision of this Agreement that would be materially adverse to any holder of
Senior Capital Markets Debt shall be effective with respect to the holder of
any outstanding Senior Capital Markets Debt so affected unless expressly agreed
to in writing by such holder (or such holder's representative, which in the
case of any Senior Capital Markets Debt issued pursuant to an indenture shall
be the trustee thereunder), provided, however, that no consent of any holder of
outstanding Senior Capital Markets Debt shall be required to permit (a)
amendment or elimination of any provision in accordance with Section 2.5(b), or
(b) amendment of any provision of this Agreement in a manner substantially
identical to any amendment, modification, supplement or waiver of a
substantially identical provision contained in the Initial Subordination
Agreement that was made with the consent of the Administrative Agent (acting
with the approval of the Required Lenders (as defined in the Credit
Agreement)).

         5.12     Representatives. Each Subsidiary Lender that is a subsidiary
of SBC hereby appoints SBC as its agent and attorney-in-fact for all purposes
under this Agreement, including agreement to waivers and amendments. Each
Subsidiary Lender that is a subsidiary of BellSouth hereby appoints BellSouth
as its agent and attorney-in-fact for all purposes under this Agreement,
including agreement to waivers and amendments.

         IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed, all as of the date and year first above written.


                                      -14-
<PAGE>


                                         CINGULAR WIRELESS LLC
                                         By: Cingular Wireless
                                             Management Corp.


                                         By: /s/ Sean Foley
                                            -----------------------------------
                                         Name:  Sean Foley
                                         Title: Vice President &
                                                Treasurer


                                      -15-
<PAGE>


                                         BELLSOUTH CORPORATION


                                         By: /s/ Linda S. Harty
                                            -----------------------------------
                                         Name: Linda S. Harty
                                         Title:  Vice President &
                                                 Treasurer


<PAGE>


                                         BELLSOUTH CELLULAR CORP.


                                         By: /s/ Arthur B. Hillman
                                            -----------------------------------
                                         Name: Arthur B. Hillman
                                         Title: Vice President


<PAGE>


                                         SBC COMMUNICATIONS INC.


                                         By: /s/ Michael J. Viola
                                            -----------------------------------
                                         Name:  Michael J. Viola
                                         Title: Vice President-Treasurer



<PAGE>


                                                                     Schedule A


<TABLE>
<CAPTION>
                                                                                                           Original
                                                                                                           Stated
                                                                 Original Stated          Date of          Maturity
Debtor           Original Lender         Current Holder          Principal Amount         Loan             Date
------           ---------------         --------------          ----------------         -------          --------

<S>              <C>                     <C>                     <C>                      <C>              <C>
Alloy LLC        SBC                     SBC
                 Communications          Communications          $10,000,000,000          10/02/2000       payable on
                 Inc.                    Inc.                                                              demand
Alloy LLC        SBC                     SBC
                 Communications          Communications          $     1,200,000          06/01/2000       payable on
                 Inc.                    Inc.                                                              demand
</TABLE>


                                      A-1
<PAGE>


                                                                     Schedule B


<TABLE>
<CAPTION>
                                                                                                        Original
                                                                                                         Stated
                                                                   Original Stated       Date of        Maturity
Debtor                 Original Lender        Current Holder       Principal Amount       Loan            Date
------                 ---------------        --------------       ----------------      -------        --------

<S>                    <C>                   <C>                  <C>                   <C>            <C>
BellSouth Mobility      BellSouth            Cellular Credit
Inc.                    Cellular Corp.       Corporation          $   334,270,706       01/01/1998     12/31/2002
American Cellular       BellSouth
Communications          Cellular Corp.       Cellular Credit
Corporation                                  Corporation          $ 1,200,726,948       01/01/1998     12/31/2002
Alabama Cellular        BellSouth            Cellular Credit
Service, Inc.           Mobility Inc.        Corporation          $   114,626,911       01/01/1998     12/31/2002
Florida Cellular        BellSouth            Cellular Credit
Service, Inc.           Mobility Inc.        Corporation          $   275,785,878       01/01/1998     12/31/2002
Kentucky CGSA,          BellSouth            Cellular Credit
Inc.                    Mobility Inc.        Corporation          $    75,160,458       01/01/1998     12/31/2002
Louisiana CGSA,         BellSouth            Cellular Credit
Inc.                    Mobility Inc.        Corporation          $    96,739,745       01/01/1998     12/31/2002
Jackson Cellular        Jackson
Corporation             Acquisition          Cellular Credit
                        Corp.                Corporation          $    24,232,685       01/01/1998     12/31/2002
Orlando CGSA,           BellSouth            Cellular Credit
Inc.                    Mobility Inc.        Corporation          $   120,834,100       01/01/1998     12/31/2002
South Carolina          BellSouth
Cellular Service,       Mobility Inc.        Cellular Credit
Inc.                                         Corporation          $    27,284,909       01/01/1998     12/31/2002
Anniston-Westel         American
Company, Inc.           Cellular
                        Communications       Cellular Credit
                        Corp.                Corporation          $    44,142,555       01/01/1998     12/31/2002
Northeast               BellSouth
Mississippi             Mobility Inc.        Cellular Credit
Cellular, Inc.                               Corporation          $    17,225,359       01/01/1998     12/31/2002
Huntsville Cellular     BellSouth
Telephone Corp.,        Cellular Corp.       Cellular Credit
Inc.                                         Corporation          $     3,028,690       01/01/1998     12/31/2002
</TABLE>


                                      B-1
<PAGE>


<TABLE>
<S>                    <C>                   <C>                  <C>                   <C>            <C>
Westel-Milwaukee        American
Company, Inc.           Cellular
                        Communications       Cellular Credit
                        Corp.                Corporation          $  348,023,837     01/01/1998     12/31/2002
Westel Richmond,        American
Inc.                    Cellular
                        Communications       Cellular Credit
                        Corp.                Corporation          $   22,249,316     01/01/1998     12/31/2002
Georgia Cellular        American
Corporation             Cellular
                        Communications       Cellular Credit
                        Corp.                Corporation          $  123,974,362     01/01/1998     12/31/2002
Georgia Cellular        American
Holdings, Inc.          Cellular
                        Communications       Cellular Credit
                        Corp.                Corporation          $    1,791,869     01/01/1998     12/31/2002
Gary Cellular           American
Corporation             Cellular
                        Communications       Cellular Credit
                        Corp.                Corporation          $    1,840,302     01/01/1998     12/31/2002
Westel-                 American
Indianapolis            Cellular
Company                 Communications       Cellular Credit
                        Corp.                Corporation          $   58,280,003     01/01/1998     12/31/2002
Indiana Cellular        American
Communications          Cellular
                        Communications       Cellular Credit
                        Corp.                Corporation          $    5,164,717     01/01/1998     12/31/2002
BellSouth Personal      BellSouth
Communications          Corporation          BellSouth                                              payable on
Inc.                                         Corporation          $  886,706,000     09/27/2000     demand
Alloy LLC               BellSouth            BellSouth                                              payable on
                        Corporation          Corporation          $      800,000     06/01/2000     demand
BellSouth Personal      Cellular Credit      Cellular Credit      $  *               01/14/2000     payable on
Communications          Corporation          Corporation                                            demand
Inc.
</TABLE>

---------

*        No specific principal amount. The original stated principal amount of
         the note is for all working capital loans made by Cellular Credit
         Corporation.


                                      B-2
<PAGE>


                                                                      Exhibit A


                [FORM OF NOTICE OF ADDITIONAL SUBORDINATED DEBT]


Cingular Wireless LLC
[Address]


Re:      Designation of Additional Subordinated Obligation

Ladies and Gentlemen:

         The undersigned hereby designates the following loan which has been
extended by the undersigned to you or your Subsidiary as a Subordinated
Obligation under the Subordination and Extension Agreement, dated as of
November 20, 2000, as amended, and the Capital Markets Debt Subordination
Agreement, dated as of November 21, 2000:

                                [describe debt]

         The foregoing description is hereby deemed added to Schedule [A] [B]
of such Subordination and Extension Agreement and such Capital Markets Debt
Subordination Agreement. [The undersigned hereby agrees that it shall be deemed
a Subsidiary Lender under such Subordination and Extension Agreement and such
Capital Markets Debt Subordination Agreement with respect to the
above-referenced debt.]*


                                    Very truly yours,

                                    [SBC COMMUNICATIONS INC.]
                                    [BellSouth CORPORATION]
                                    [SUBSIDIARY LENDER]


cc: [Trustee]
---------
*        Insert if delivered with respect to loan by subsidiary of SBC or
         BellSouth.


<PAGE>


                                                                      Exhibit B


           [FORM OF NOTICE OF ADDITIONAL SENIOR CAPITAL MARKETS DEBT]


Cingular Wireless LLC
[Address]


Re:      Approval of Additional Senior Capital Markets Debt

Ladies and Gentlemen:

         The undersigned hereby approves the following obligation that you
propose to issue or have issued as "Senior Capital Markets Debt" under the
Subordination and Extension Agreement, dated as of November 20, 2000, as
amended, and the Capital Markets Debt Subordination Agreement, dated as of
November 21, 2000:

                             [describe obligation]


                                    Very truly yours,

                                    [SBC COMMUNICATIONS INC.]
                                    [BellSouth CORPORATION]