<PAGE>
                                                                   EXHIBIT 10.14



                AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE

$5,884,906,986.10                                         Dated: January 1, 2002

         FOR VALUE RECEIVED, the undersigned, CINGULAR WIRELESS LLC, a Delaware
limited liability company, promises to pay to the order of SBC COMMUNICATIONS
INC., a Delaware corporation (the "Holder") at such place as the Holder may
designate in writing to the undersigned from time to time, in lawful money of
the United States of America, and in immediately available funds, the principal
sum of FIVE BILLION EIGHT HUNDRED EIGHTY-FOUR MILLION NINE HUNDRED SIX THOUSAND
NINE HUNDRED EIGHTY-SIX DOLLARS AND TEN CENTS ($5,884,906,986.10), together with
interest on the principal balance from time to time outstanding hereunder
(computed on the basis of the actual number of days elapsed and a 365 day year)
from the date hereof until paid in full at a per annum rate equal to 7.5%, in
simple interest terms.

         The principal balance shall be payable in full on March 31, 2004.
Accrued interest shall be due and payable on the first day of each calendar
month, commencing February 1, 2002. Interest will accrue on any amounts past due
hereunder at a rate equal to two percent (2%) per annum in excess of the
interest rate otherwise payable hereunder, including, without limitation, any
interest not paid by the due date therefor; provided, however, in the event that
the day on which any payment of principal or interest is required to be paid
falls on a day on which federal or state banks are required or permitted to be
closed in Atlanta, Georgia or San Antonio, Texas, then such principal or
interest shall instead be payable on the next succeeding date, and if so paid,
no interest shall accrue on the amount so payable after the date such payment
would have otherwise been due. Interest on any overdue amount shall be due and
payable on demand.

         In no event shall the amount of interest due or payable under this Note
exceed the maximum rate of interest allowed by applicable law and, in the event
any such payment is inadvertently paid by the undersigned or inadvertently
received by the Holder, then such excess sum shall be credited as a payment of
principal, unless the undersigned shall notify the Holder in writing that the
undersigned elects to have such excess sum returned to it forthwith. It is the
express intent of the parties hereto that the undersigned not pay and the Holder
not receive, directly or indirectly, in any manner whatsoever, interest in
excess of that which may be lawfully paid by the undersigned under applicable
law.

         THE UNDERSIGNED, AND THE HOLDER BY ACCEPTING THIS NOTE, EACH AGREE AND
STIPULATE THAT THE ONLY CHARGE IMPOSED UPON THE UNDERSIGNED FOR THE USE OF MONEY
IN CONNECTION WITH THIS NOTE IS AND SHALL BE THE INTEREST DESCRIBED IN THE FIRST
PARAGRAPH HEREOF, AND FURTHER AGREE AND STIPULATE THAT ALL OTHER CHARGES IMPOSED
BY THE HOLDER ON THE UNDERSIGNED IN CONNECTION WITH THIS NOTE, INCLUDING WITHOUT
LIMITATION, ALL DEFAULT CHARGES, LATE CHARGES, PREPAYMENT FEES AND ATTORNEYS'
FEES, ARE CHARGES MADE TO COMPENSATE THE HOLDER FOR

<PAGE>

UNDERWRITING OR ADMINISTRATIVE SERVICES AND COSTS OR LOSSES PERFORMED OR
INCURRED, AND TO BE PERFORMED OR INCURRED, BY THE HOLDER IN CONNECTION WITH THIS
NOTE. ALL CHARGES OTHER THAN CHARGES FOR THE USE OF MONEY SHALL BE FULLY EARNED
AND NONREFUNDABLE WHEN DUE.

         The undersigned, at its option, may prepay the indebtedness evidenced
by this Note, either in whole or in part, at any time without penalty by giving
the Holder 5 days prior written notice of any such prepayment. All accrued
interest on the amount so prepaid shall be due and payable with such prepayment.

         Each of the following events shall constitute an "Event of Default"
under this Note: (i) failure of the undersigned to pay any principal due
hereunder within 5 days of the due date; (ii) failure of the undersigned to pay
any interest or other amount due hereunder within 10 days of the due date; (iii)
the undersigned shall in any way fail to comply with or breach any other term,
covenant or condition contained in this Note and such failure shall continue for
a period of 30 days following notice to the undersigned by the Holder of such
failure or breach; (iv) default by the undersigned under a bond, debenture,
note, mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the undersigned (or by any Subsidiary, the repayment of which the undersigned
has guaranteed or for which the undersigned is directly responsible or liable as
obligor or guarantor), having a principal amount outstanding in excess of
$100,000,000 (other than indebtedness which is non-recourse to the undersigned
or its Subsidiaries) under the terms of the instrument under which the
indebtedness is issued or secured, whether such indebtedness now exists or shall
hereafter be created, which default shall have resulted in such indebtedness
being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged,
or such acceleration having been rescinded or annulled, or there being deposited
with an unaffiliated depository, in trust, money in the necessary amount to
discharge such indebtedness; (v) the undersigned or any Significant Subsidiary
shall (a) commence a voluntary case under the Bankruptcy Code of 1978, as
amended or other federal bankruptcy law (as now or hereafter in effect); (b)
file a petition seeking to take advantage of any other laws, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition for adjustment of debts; (c) consent to or fail to contest in a
timely and appropriate manner any petition filed against it in an involuntary
case under such bankruptcy laws or other laws; (d) apply for or consent to, or
fail to contest in a timely and appropriate manner, the appointment of, or the
taking of possession by, a receiver, custodian, trustee, or liquidator of itself
or of a substantial part of its property, domestic or foreign; (e) be unable to,
or admit in writing its inability to, pay its debts as they become due; (f) make
a general assignment for the benefit of creditors; or (g) make a conveyance
fraudulent as to creditors under any state or federal law; or (vi) a case or
other proceeding shall be commenced against the undersigned or any Significant
Subsidiary in any court of competent jurisdiction seeking (a) relief under the
Bankruptcy Code of 1978, as amended or other federal bankruptcy law (as now or
hereafter in effect) or under any other laws, domestic or foreign, relating to
bankruptcy,


                                      -2-
<PAGE>

insolvency, reorganization, winding up or adjustment of debts or (b) the
appointment of a trustee, receiver, custodian, liquidator or the like for the
undersigned or such Significant Subsidiary, and such involuntary case or
proceeding shall remain undismissed and unstayed for a period of 60 days.

         Upon the occurrence of an Event of Default (other than an Event of
Default described in clause (v) or (vi) of the definition thereof), any and all
of the loans and the undersigned's other obligations hereunder, without demand
or notice of any kind, may be immediately declared, and thereupon shall
immediately become in default and due and payable and the Holder may exercise
any and all rights and remedies available to the Holder at law, in equity or
otherwise. Upon the occurrence of an Event of Default described in clause (v) or
(vi) of the definition thereof, any and all of the loans and the undersigned's
other obligations hereunder, without demand or notice of any kind, shall
immediately become in default and due and payable and the Holder may exercise
any and all rights and remedies available to it at law, in equity or otherwise.

         The Holder will maintain a record of payments made pursuant to this
Note and the outstanding amount of loans hereunder and shall provide a copy of
such records to the undersigned upon request; provided, however, failure of the
Holder to provide such statement shall in no way affect its rights or the
undersigned's obligations hereunder. The entries in such statement shall be
binding and conclusive upon the undersigned absent manifest error.

         The undersigned shall pay all expenses incurred by the Holder in the
collection of this Note, including, without limitation, the reasonable fees and
disbursements of counsel to the Holder, if this Note is collected by or through
an attorney-at-law.

         Time is of the essence of this Note.

         In addition to any rights now or hereafter granted under applicable law
and not by way of limitation of any such rights, the undersigned hereby
authorizes the Holder, at any time or from time to time, without notice to the
undersigned or to any other person or entity, any such notice being hereby
expressly waived, to set-off and to appropriate and to apply any and all
indebtedness at any time held or owing by the Holder or any affiliate of the
Holder, to or for the credit or the account of the undersigned, against and on
account of all obligations of the undersigned owing hereunder or otherwise to
the Holder, irrespective of whether or not the Holder shall have declared any or
all of such obligations of the undersigned to be due and payable, and although
such obligations shall be contingent or unmatured.

         No delay or failure on the part of the Holder in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Holder of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy.


                                      -3-
<PAGE>

         All amendments to this Note, and any waiver or consent of the Holder,
must be in writing and signed by the Holder and the undersigned.

         The undersigned hereby waives presentment, demand, notice of dishonor,
protests and all other notices whatever.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF DELAWARE.

         This Note shall be binding upon the successors and assigns of the
undersigned. A Holder of this Note may assign or transfer this Note to any
person or entity without notice to, or the consent of, the undersigned.

         This Note is subject to the provisions of (i) the Subordination and
Extension Agreement dated as of November 19, 2001 (the "Subordination and
Extension Agreement") among SBC Communications Inc., BellSouth Corporation,
BellSouth Cellular Corp. and Cingular Wireless LLC and (ii) the Capital Markets
Debt Subordination Agreement dated as of November 21, 2000 (the "Capital Markets
Subordination Agreement") among SBC Communications Inc., BellSouth Corporation
and certain Subsidiary Lenders, as defined therein; and any subsequent holder,
by its succession to the rights of the Holder, shall be deemed to agree to the
subordination provisions of the Subordination and Extension Agreement and the
Capital Markets Subordination Agreement. This Note, and any subsequent holder,
by its succession to the rights of the Holder, shall also be subject to any
extension, replacement or restatement of, or supplement or other modification
to, the Subordination and Extension Agreement or the Capital Markets
Subordination Agreement adopted or entered into with the consent of holder of
this Note at the time of the execution of such extension, restatement,
replacement, supplement or other modification.

         THIS NOTE AMENDS AND RESTATES THAT CERTAIN MASTER NOTE DATED AS OF
OCTOBER 2, 2000 EXECUTED BY ALLOY LLC IN FAVOR OF THE HOLDER IN THE ORIGINAL
PRINCIPAL AMOUNT OF $10,000,000,000.

         Any notice to be given hereunder shall be in writing, shall be sent to
the address of each party hereto as specified by such party from time to time,
and shall be deemed received (i) on the earlier of the date of receipt or the
date three business days after deposit of such notice in the United States mail,
if sent postage prepaid, certified mail, return receipt requested or (ii) when
actually received, if personally delivered.

         For purposes hereof:

         "Significant Subsidiary" means any "significant subsidiary" (within the
meaning of Regulation S-X, promulgated under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder) of the
undersigned.


                                      -4-
<PAGE>

         "Subsidiary" means, any "subsidiary" (within the meaning of Regulation
S-X, promulgated under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder) of the undersigned.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Promissory Note as of the date and year first written above.

                                  CINGULAR WIRELESS LLC

                                  By: Cingular Wireless Corporation, its
                                         Manager

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



Accepted:

SBC COMMUNICATIONS INC.

By: /s/ M. J. Viola
   ----------------------
Title: VP, Treas, AT
      -------------------


                                      -5-
<PAGE>

                AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE

$886,706,000                                              Dated: January 1, 2002

         FOR VALUE RECEIVED, the undersigned, CINGULAR WIRELESS LLC, a Delaware
limited liability company, promises to pay to the order of BELLSOUTH
CORPORATION, a Georgia corporation (the "Holder") at such place as the Holder
may designate in writing to the undersigned from time to time, in lawful money
of the United States of America, and in immediately available funds, the
principal sum of EIGHT HUNDRED EIGHTY-SIX MILLION SEVEN HUNDRED SIX THOUSAND
DOLLARS ($886,706,000), together with interest on the principal balance from
time to time outstanding hereunder (computed on the basis of the actual number
of days elapsed and a 365 day year) from the date hereof until paid in full at a
per annum rate equal to 7.5%, in simple interest terms.

         The principal balance shall be payable in full on March 31, 2004.
Accrued interest shall be due and payable on the first day of each calendar
month, commencing February 1, 2002. Interest will accrue monthly on any interest
not paid by the first business day of the following month. In the event that the
day on which any payment of principal or interest is required to be paid falls
on a day on which federal or state banks are required or permitted to be closed
in Atlanta, Georgia or San Antonio, Texas, then such principal or interest shall
instead be payable on the next succeeding date, and if so paid, no interest
shall accrue on the amount so payable after the date such payment would have
otherwise been due.

         Interest shall accrue on any amount past due hereunder at a rate equal
to two percent (2%) per annum in excess of the interest rate otherwise payable
hereunder. All such interest shall be due and payable on demand.

         In no event shall the amount of interest due or payable under this Note
exceed the maximum rate of interest allowed by applicable law and, in the event
any such payment is inadvertently paid by the undersigned or inadvertently
received by the Holder, then such excess sum shall be credited as a payment of
principal, unless the undersigned shall notify the Holder in writing that the
undersigned elects to have such excess sum returned to it forthwith. It is the
express intent of the parties hereto that the undersigned not pay and the Holder
not receive, directly or indirectly, in any manner whatsoever, interest in
excess of that which may be lawfully paid by the undersigned under applicable
law.

         THE UNDERSIGNED, AND THE HOLDER BY ACCEPTING THIS NOTE, EACH AGREE AND
STIPULATE THAT THE ONLY CHARGE IMPOSED UPON THE UNDERSIGNED FOR THE USE OF MONEY
IN CONNECTION WITH THIS NOTE IS AND SHALL BE THE INTEREST DESCRIBED IN THE FIRST
PARAGRAPH HEREOF, AND FURTHER AGREE AND STIPULATE THAT ALL OTHER CHARGES IMPOSED
BY THE HOLDER ON THE UNDERSIGNED IN CONNECTION WITH THIS NOTE, INCLUDING WITHOUT
LIMITATION, ALL DEFAULT CHARGES, LATE CHARGES, PREPAYMENT FEES AND ATTORNEYS'



<PAGE>

FEES, ARE CHARGES MADE TO COMPENSATE THE HOLDER FOR UNDERWRITING OR
ADMINISTRATIVE SERVICES AND COSTS OR LOSSES PERFORMED OR INCURRED, AND TO BE
PERFORMED OR INCURRED, BY THE HOLDER IN CONNECTION WITH THIS NOTE. ALL CHARGES
OTHER THAN CHARGES FOR THE USE OF MONEY SHALL BE FULLY EARNED AND NONREFUNDABLE
WHEN DUE.

         The undersigned, at its option, may prepay the indebtedness evidenced
by this Note, either in whole or in part, at any time without penalty by giving
the Holder 5 days prior written notice of any such prepayment. All accrued
interest on the amount so prepaid shall be due and payable with such prepayment.

         Each of the following events shall constitute an "Event of Default"
under this Note: (i) failure of the undersigned to pay any principal due
hereunder within 5 days of the due date; (ii) failure of the undersigned to pay
any interest or other amount due hereunder within 10 days of the due date; (iii)
the undersigned shall in any way fail to comply with or breach any other term,
covenant or condition contained in this Note and such failure shall continue for
a period of 30 days following notice to the undersigned by the Holder of such
failure or breach; (iv) default by the undersigned under a bond, debenture,
note, mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the undersigned (or by any Subsidiary, the repayment of which the undersigned
has guaranteed or for which the undersigned is directly responsible or liable as
obligor or guarantor), having a principal amount outstanding in excess of
$100,000,000 (other than indebtedness which is non-recourse to the undersigned
or its Subsidiaries) under the terms of the instrument under which the
indebtedness is issued or secured, whether such indebtedness now exists or shall
hereafter be created, which default shall have resulted in such indebtedness
being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged,
or such acceleration having been rescinded or annulled, or there being deposited
with an unaffiliated depository, in trust, money in the necessary amount to
discharge such indebtedness; (v) the undersigned or any Significant Subsidiary
shall (a) commence a voluntary case under the Bankruptcy Code of 1978, as
amended or other federal bankruptcy law (as now or hereafter in effect); (b)
file a petition seeking to take advantage of any other laws, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition for adjustment of debts; (c) consent to or fail to contest in a
timely and appropriate manner any petition filed against it in an involuntary
case under such bankruptcy laws or other laws; (d) apply for or consent to, or
fail to contest in a timely and appropriate manner, the appointment of, or the
taking of possession by, a receiver, custodian, trustee, or liquidator of itself
or of a substantial part of its property, domestic or foreign; (e) be unable to,
or admit in writing its inability to, pay its debts as they become due; (f) make
a general assignment for the benefit of creditors; or (g) make a conveyance
fraudulent as to creditors under any state or federal law; or (vi) a case or
other proceeding shall be commenced against the undersigned or any Significant
Subsidiary in any court of competent jurisdiction seeking (a) relief under the
Bankruptcy Code of 1978, as amended or other federal bankruptcy law (as now or


                                      -2-
<PAGE>

hereafter in effect) or under any other laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding up or adjustment of debts or (b)
the appointment of a trustee, receiver, custodian, liquidator or the like for
the undersigned or such Significant Subsidiary, and such involuntary case or
proceeding shall remain undismissed and unstayed for a period of 60 days.

         Upon the occurrence of an Event of Default (other than an Event of
Default described in clause (v) or (vi) of the definition thereof), any and all
of the loans and the undersigned's other obligations hereunder, without demand
or notice of any kind, may be immediately declared, and thereupon shall
immediately become in default and due and payable and the Holder may exercise
any and all rights and remedies available to the Holder at law, in equity or
otherwise. Upon the occurrence of an Event of Default described in clause (v) or
(vi) of the definition thereof, any and all of the loans and the undersigned's
other obligations hereunder, without demand or notice of any kind, shall
immediately become in default and due and payable and the Holder may exercise
any and all rights and remedies available to it at law, in equity or otherwise.

         The Holder will maintain a record of payments made pursuant to this
Note and the outstanding amount of loans hereunder and shall provide a copy of
such records to the undersigned upon request; provided, however, failure of the
Holder to provide such statement shall in no way affect its rights or the
undersigned's obligations hereunder. The entries in such statement shall be
binding and conclusive upon the undersigned absent manifest error.

         The undersigned shall pay all expenses incurred by the Holder in the
collection of this Note, including, without limitation, the reasonable fees and
disbursements of counsel to the Holder, if this Note is collected by or through
an attorney-at-law.

         Time is of the essence of this Note.

         In addition to any rights now or hereafter granted under applicable law
and not by way of limitation of any such rights, the undersigned hereby
authorizes the Holder, at any time or from time to time, without notice to the
undersigned or to any other person or entity, any such notice being hereby
expressly waived, to set-off and to appropriate and to apply any and all
indebtedness at any time held or owing by the Holder or any affiliate of the
Holder, to or for the credit or the account of the undersigned, against and on
account of all obligations of the undersigned owing hereunder or otherwise to
the Holder, irrespective of whether or not the Holder shall have declared any or
all of such obligations of the undersigned to be due and payable, and although
such obligations shall be contingent or unmatured.

         No delay or failure on the part of the Holder in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Holder of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy.


                                      -3-
<PAGE>

         All amendments to this Note, and any waiver or consent of the Holder,
must be in writing and signed by the Holder and the undersigned.

         The undersigned hereby waives presentment, demand, notice of dishonor,
protests and all other notices whatever.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF DELAWARE.

         This Note shall be binding upon the successors and assigns of the
undersigned. A Holder of this Note may assign or transfer this Note to any
person or entity without notice to, or the consent of, the undersigned.

         This Note is subject to the provisions of the Subordination and
Extension Agreement dated as of November 19, 2001 among SBC Communications Inc.,
BellSouth Corporation, BellSouth Cellular Corp. and Cingular Wireless LLC, and
any subsequent holder, by its succession to the rights of the Holder, shall be
deemed to agree to the subordination provisions of such Agreement.

         THIS NOTE AMENDS AND RESTATES THAT CERTAIN MASTER NOTE DATED AS OF
SEPTEMBER 27, 2000 EXECUTED BY BELLSOUTH PERSONAL COMMUNICATIONS, INC. IN FAVOR
OF THE HOLDER IN THE ORIGINAL PRINCIPAL AMOUNT OF $886,706,000.

         Any notice to be given hereunder shall be in writing, shall be sent to
the address of each party hereto as specified by such party from time to time,
and shall be deemed received (i) on the earlier of the date of receipt or the
date three business days after deposit of such notice in the United States mail,
if sent postage prepaid, certified mail, return receipt requested or (ii) when
actually received, if personally delivered.

         For purposes hereof:

         "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (within the meaning of Regulation S-X, promulgated under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder) of the undersigned.

         "Subsidiary" means, with respect to the undersigned, (a) any
corporation or other entity of which a majority of (i) the voting power of the
voting equity securities or (ii) the outstanding equity interests of which are
owned, directly or indirectly, by the undersigned, or (b) any other person or
entity which is otherwise controlled by the undersigned or by one or more other
Subsidiaries of the undersigned or by the undersigned and one or more other
Subsidiaries of the undersigned. For the purposes of this definition, "voting
equity securities" means equity securities having voting power for the election
of directors, or other similar entity whether at all times or only so long as no
senior class of security has such voting power by reason of any contingency.


                                      -4-
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Promissory Note as of the date and year first written above.

                              CINGULAR WIRELESS LLC

                              BY:      CINGULAR WIRELESS CORPORATION, ITS
                                       MANAGER


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



                                       [CORPORATE SEAL]


Accepted:

BELLSOUTH CORPORATION

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


                                      -5-
<PAGE>



                AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE

$11,000,000                                               Dated: January 1, 2002

         FOR VALUE RECEIVED, the undersigned, CINGULAR WIRELESS LLC, a Delaware
limited liability company, promises to pay to the order of CELLULAR CREDIT
CORPORATION, a Delaware corporation (the "Holder") at such place as the Holder
may designate in writing to the undersigned from time to time, in lawful money
of the United States of America, and in immediately available funds, the
principal sum of ELEVEN MILLION DOLLARS ($11,000,000), together with interest on
the principal balance from time to time outstanding hereunder (computed on the
basis of the actual number of days elapsed and a 365 day year) from the date
hereof at a per annum rate equal to 7.5%, in simple interest terms.

         The principal balance shall be payable in full on March 31, 2004.
Accrued interest shall be due and payable on the first day of each calendar
month, commencing February 1, 2002. Interest will accrue monthly on any interest
not paid by the first business day of the following month. In the event that the
day on which any payment of principal or interest is required to be paid falls
on a day on which federal or state banks are required or permitted to be closed
in Atlanta, Georgia or San Antonio, Texas, then such principal or interest shall
instead be payable on the next succeeding date, and if so paid, no interest
shall accrue on the amount so payable after the date such payment would have
otherwise been due.

         Interest shall accrue on any amount past due hereunder at a rate equal
to two percent (2%) per annum in excess of the interest rate otherwise payable
hereunder. All such interest shall be due and payable on demand.

         In no event shall the amount of interest due or payable under this Note
exceed the maximum rate of interest allowed by applicable law and, in the event
any such payment is inadvertently paid by the undersigned or inadvertently
received by the Holder, then such excess sum shall be credited as a payment of
principal, unless the undersigned shall notify the Holder in writing that the
undersigned elects to have such excess sum returned to it forthwith. It is the
express intent of the parties hereto that the undersigned not pay and the Holder
not receive, directly or indirectly, in any manner whatsoever, interest in
excess of that which may be lawfully paid by the undersigned under applicable
law.

         THE UNDERSIGNED, AND THE HOLDER BY ACCEPTING THIS NOTE, EACH AGREE AND
STIPULATE THAT THE ONLY CHARGE IMPOSED UPON THE UNDERSIGNED FOR THE USE OF MONEY
IN CONNECTION WITH THIS NOTE IS AND SHALL BE THE INTEREST DESCRIBED IN THE FIRST
PARAGRAPH HEREOF, AND FURTHER AGREE AND STIPULATE THAT ALL OTHER CHARGES IMPOSED
BY THE HOLDER ON THE UNDERSIGNED IN CONNECTION WITH THIS NOTE, INCLUDING WITHOUT
LIMITATION, ALL DEFAULT CHARGES, LATE CHARGES, PREPAYMENT FEES AND ATTORNEYS'
FEES, ARE CHARGES MADE TO COMPENSATE THE HOLDER FOR


<PAGE>

UNDERWRITING OR ADMINISTRATIVE SERVICES AND COSTS OR LOSSES PERFORMED OR
INCURRED, AND TO BE PERFORMED OR INCURRED, BY THE HOLDER IN CONNECTION WITH THIS
NOTE. ALL CHARGES OTHER THAN CHARGES FOR THE USE OF MONEY SHALL BE FULLY EARNED
AND NONREFUNDABLE WHEN DUE.

         The undersigned, at its option, may prepay the indebtedness evidenced
by this Note, either in whole or in part, at any time without penalty by giving
the Holder 5 days prior written notice of any such prepayment. All accrued
interest on the amount so prepaid shall be due and payable with such prepayment.

         Each of the following events shall constitute an "Event of Default"
under this Note: (i) failure of the undersigned to pay any principal due
hereunder within 5 days of the due date; (ii) failure of the undersigned to pay
any interest or other amount due hereunder within 10 days of the due date; (iii)
the undersigned shall in any way fail to comply with or breach any other term,
covenant or condition contained in this Note and such failure shall continue for
a period of 30 days following notice to the undersigned by the Holder of such
failure or breach; (iv) default by the undersigned under a bond, debenture,
note, mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the undersigned (or by any Subsidiary, the repayment of which the undersigned
has guaranteed or for which the undersigned is directly responsible or liable as
obligor or guarantor), having a principal amount outstanding in excess of
$100,000,000 (other than indebtedness which is non-recourse to the undersigned
or its Subsidiaries) under the terms of the instrument under which the
indebtedness is issued or secured, whether such indebtedness now exists or shall
hereafter be created, which default shall have resulted in such indebtedness
being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged,
or such acceleration having been rescinded or annulled, or there being deposited
with an unaffiliated depository, in trust, money in the necessary amount to
discharge such indebtedness; (v) the undersigned or any Significant Subsidiary
shall (a) commence a voluntary case under the Bankruptcy Code of 1978, as
amended or other federal bankruptcy law (as now or hereafter in effect); (b)
file a petition seeking to take advantage of any other laws, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition for adjustment of debts; (c) consent to or fail to contest in a
timely and appropriate manner any petition filed against it in an involuntary
case under such bankruptcy laws or other laws; (d) apply for or consent to, or
fail to contest in a timely and appropriate manner, the appointment of, or the
taking of possession by, a receiver, custodian, trustee, or liquidator of itself
or of a substantial part of its property, domestic or foreign; (e) be unable to,
or admit in writing its inability to, pay its debts as they become due; (f) make
a general assignment for the benefit of creditors; or (g) make a conveyance
fraudulent as to creditors under any state or federal law; (vi) a case or other
proceeding shall be commenced against the undersigned or any Significant
Subsidiary in any court of competent jurisdiction seeking (a) relief under the
Bankruptcy Code of 1978, as amended or other federal bankruptcy law (as now or
hereafter in effect) or under any other laws, domestic or foreign, relating to
bankruptcy,


                                      -2-
<PAGE>

insolvency, reorganization, winding up or adjustment of debts or (b) the
appointment of a trustee, receiver, custodian, liquidator or the like for the
undersigned or such Significant Subsidiary, and such involuntary case or
proceeding shall remain undismissed and unstayed for a period of 60 days.

         Upon the occurrence of an Event of Default (other than an Event of
Default described in clause (v) or (vi) of the definition thereof), any and all
of the loans and the undersigned's other obligations hereunder, without demand
or notice of any kind, may be immediately declared, and thereupon shall
immediately become in default and due and payable and the Holder may exercise
any and all rights and remedies available to the Holder at law, in equity or
otherwise. Upon the occurrence of an Event of Default described in clause (v) or
(vi) of the definition thereof, any and all of the loans and the undersigned's
other obligations hereunder, without demand or notice of any kind, shall
immediately become in default and due and payable and the Holder may exercise
any and all rights and remedies available to it at law, in equity or otherwise.

         The Holder will maintain a record of payments made pursuant to this
Note and the outstanding amount of loans hereunder and shall provide a copy of
such records to the undersigned upon request; provided, however, failure of the
Holder to provide such statement shall in no way affect its rights or the
undersigned's obligations hereunder. The entries in such statement shall be
binding and conclusive upon the undersigned absent manifest error.

         The undersigned shall pay all expenses incurred by the Holder in the
collection of this Note, including, without limitation, the reasonable fees and
disbursements of counsel to the Holder, if this Note is collected by or through
an attorney-at-law.

         Time is of the essence of this Note.

         In addition to any rights now or hereafter granted under applicable law
and not by way of limitation of any such rights, the undersigned hereby
authorizes the Holder, at any time or from time to time, without notice to the
undersigned or to any other person or entity, any such notice being hereby
expressly waived, to set-off and to appropriate and to apply any and all
indebtedness at any time held or owing by the Holder or any affiliate of the
Holder, to or for the credit or the account of the undersigned, against and on
account of all obligations of the undersigned owing hereunder or otherwise to
the Holder, irrespective of whether or not the Holder shall have declared any or
all of such obligations of the undersigned to be due and payable, and although
such obligations shall be contingent or unmatured.

         No delay or failure on the part of the Holder in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Holder of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy.


                                      -3-
<PAGE>

         All amendments to this Note, and any waiver or consent of the Holder,
must be in writing and signed by the Holder and the undersigned.

         The undersigned hereby waives presentment, demand, notice of dishonor,
protests and all other notices whatever.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF DELAWARE.

         This Note shall be binding upon the successors and assigns of the
undersigned. A Holder of this Note may assign or transfer this Note to any
person or entity without notice to, or the consent of, the undersigned.

         This Note is subject to the provisions of the Subordination and
Extension Agreement dated as of November 19, 2001 among SBC Communications Inc.,
BellSouth Corporation, BellSouth Cellular Corp. and Cingular Wireless LLC, and
any subsequent holder, by its succession to the rights of the Holder, shall be
deemed to agree to the subordination provisions of such Agreement.

         THIS NOTE AMENDS AND RESTATES THAT CERTAIN PROMISSORY NOTE DATED AS OF
JANUARY 14, 2000 EXECUTED BY BELLSOUTH PERSONAL COMMUNICATIONS, INC. IN FAVOR OF
THE HOLDER.

         Any notice to be given hereunder shall be in writing, shall be sent to
the address of each party hereto as specified by such party from time to time,
and shall be deemed received (i) on the earlier of the date of receipt or the
date three business days after deposit of such notice in the United States mail,
if sent postage prepaid, certified mail, return receipt requested or (ii) when
actually received, if personally delivered.

         For purposes hereof:

         "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (within the meaning of Regulation S-X, promulgated under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder) of the undersigned.

         "Subsidiary" means, with respect to the undersigned, (a) any
corporation or other entity of which a majority of (i) the voting power of the
voting equity securities or (ii) the outstanding equity interests of which are
owned, directly or indirectly, by the undersigned, or (b) any other person or
entity which is otherwise controlled by the undersigned or by one or more other
Subsidiaries of the undersigned or by the undersigned and one or more other
Subsidiaries of the undersigned. For the purposes of this definition, "voting
equity securities" means equity securities having voting power for the election
of directors, or other similar entity whether at all times or only so long as no
senior class of security has such voting power by reason of any contingency.


                                      -4-
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Promissory Note as of the date and year first written above.

                                    CINGULAR WIRELESS LLC

                                    BY:      CINGULAR WIRELESS CORPORATION, ITS
                                             MANAGER


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



                                             [CORPORATE SEAL]


Accepted:

CELLULAR CREDIT CORPORATION

By: /s/ Linda S. Bubacz
   --------------------------
Title: VP, Sec, AT
      -----------------------


                                      -5-
<PAGE>



         AMENDED, RESTATED AND CONSOLIDATED SUBORDINATED PROMISSORY NOTE

$2,895,383,350                                           Dated: January 1, 2002

         FOR VALUE RECEIVED, the undersigned, CINGULAR WIRELESS LLC, a Delaware
limited liability company, promises to pay to the order of CELLULAR CREDIT
CORPORATION, a Delaware corporation (the "Holder") at such place as the Holder
may designate in writing to the undersigned from time to time, in lawful money
of the United States of America, and in immediately available funds, the
principal sum of TWO BILLION EIGHT HUNDRED NINETY FIVE MILLION THREE HUNDRED
EIGHTY THREE THOUSAND THREE HUNDRED FIFTY DOLLARS ($2,895,383,350), together
with interest on the principal balance from time to time outstanding hereunder
(computed on the basis of the actual number of days elapsed and a 365 day year)
from the date hereof until paid in full at a per annum rate equal to 7.5%, in
simple interest terms.

         The principal balance shall be payable in full on March 31, 2004.
Accrued interest shall be due and payable on the first day of each calendar
month, commencing February 1, 2002. Interest will accrue monthly on any interest
not paid by the first business day of the following month. In the event that the
day on which any payment of principal or interest is required to be paid falls
on a day on which federal or state banks are required or permitted to be closed
in Atlanta, Georgia or San Antonio, Texas, then such principal or interest shall
instead be payable on the next succeeding date, and if so paid, no interest
shall accrue on the amount so payable after the date such payment would have
otherwise been due.

         Interest shall accrue on any amount past due hereunder at a rate equal
to two percent (2%) per annum in excess of the interest rate otherwise payable
hereunder. All such interest shall be due and payable on demand.

         In no event shall the amount of interest due or payable under this Note
exceed the maximum rate of interest allowed by applicable law and, in the event
any such payment is inadvertently paid by the undersigned or inadvertently
received by the Holder, then such excess sum shall be credited as a payment of
principal, unless the undersigned shall notify the Holder in writing that the
undersigned elects to have such excess sum returned to it forthwith. It is the
express intent of the parties hereto that the undersigned not pay and the Holder
not receive, directly or indirectly, in any manner whatsoever, interest in
excess of that which may be lawfully paid by the undersigned under applicable
law.

         THE UNDERSIGNED, AND THE HOLDER BY ACCEPTING THIS NOTE, EACH AGREE AND
STIPULATE THAT THE ONLY CHARGE IMPOSED UPON THE UNDERSIGNED FOR THE USE OF MONEY
IN CONNECTION WITH THIS NOTE IS AND SHALL BE THE INTEREST DESCRIBED IN THE FIRST
PARAGRAPH HEREOF, AND FURTHER AGREE AND STIPULATE THAT ALL OTHER CHARGES IMPOSED
BY THE HOLDER ON THE UNDERSIGNED IN


<PAGE>

CONNECTION WITH THIS NOTE, INCLUDING WITHOUT LIMITATION, ALL DEFAULT CHARGES,
LATE CHARGES, PREPAYMENT FEES AND ATTORNEYS' FEES, ARE CHARGES MADE TO
COMPENSATE THE HOLDER FOR UNDERWRITING OR ADMINISTRATIVE SERVICES AND COSTS OR
LOSSES PERFORMED OR INCURRED, AND TO BE PERFORMED OR INCURRED, BY THE HOLDER IN
CONNECTION WITH THIS NOTE. ALL CHARGES OTHER THAN CHARGES FOR THE USE OF MONEY
SHALL BE FULLY EARNED AND NONREFUNDABLE WHEN DUE.

         The undersigned, at its option, may prepay the indebtedness evidenced
by this Note, either in whole or in part, at any time without penalty by giving
the Holder 5 days prior written notice of any such prepayment. All accrued
interest on the amount so prepaid shall be due and payable with such prepayment.

         Each of the following events shall constitute an "Event of Default"
under this Note: (i) failure of the undersigned to pay any principal due
hereunder within 5 days of the due date; (ii) failure of the undersigned to pay
any interest or other amount due hereunder within 10 days of the due date; (iii)
the undersigned shall in any way fail to comply with or breach any other term,
covenant or condition contained in this Note and such failure shall continue for
a period of 30 days following notice to the undersigned by the Holder of such
failure or breach; (iv) default by the undersigned under a bond, debenture,
note, mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the undersigned (or by any Subsidiary, the repayment of which the undersigned
has guaranteed or for which the undersigned is directly responsible or liable as
obligor or guarantor), having a principal amount outstanding in excess of
$100,000,000 (other than indebtedness which is non-recourse to the undersigned
or its Subsidiaries) under the terms of the instrument under which the
indebtedness is issued or secured, whether such indebtedness now exists or shall
hereafter be created, which default shall have resulted in such indebtedness
being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged,
or such acceleration having been rescinded or annulled, or there being deposited
with an unaffiliated depository, in trust, money in the necessary amount to
discharge such indebtedness; (v) the undersigned or any Significant Subsidiary
shall (a) commence a voluntary case under the Bankruptcy Code of 1978, as
amended or other federal bankruptcy law (as now or hereafter in effect); (b)
file a petition seeking to take advantage of any other laws, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition for adjustment of debts; (c) consent to or fail to contest in a
timely and appropriate manner any petition filed against it in an involuntary
case under such bankruptcy laws or other laws; (d) apply for or consent to, or
fail to contest in a timely and appropriate manner, the appointment of, or the
taking of possession by, a receiver, custodian, trustee, or liquidator of itself
or of a substantial part of its property, domestic or foreign; (e) be unable to,
or admit in writing its inability to, pay its debts as they become due; (f) make
a general assignment for the benefit of creditors; or (g) make a conveyance
fraudulent as to creditors under any state or federal law; or (vi) a case or
other proceeding shall be commenced against the undersigned or


                                      -2-
<PAGE>

any Significant Subsidiary in any court of competent jurisdiction seeking (a)
relief under the Bankruptcy Code of 1978, as amended or other federal bankruptcy
law (as now or hereafter in effect) or under any other laws, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, winding up or
adjustment of debts or (b) the appointment of a trustee, receiver, custodian,
liquidator or the like for the undersigned or such Significant Subsidiary, and
such involuntary case or proceeding shall remain undismissed and unstayed for a
period of 60 days.

         Upon the occurrence of an Event of Default (other than an Event of
Default described in clause (v) or (vi) of the definition thereof), any and all
of the loans and the undersigned's other obligations hereunder, without demand
or notice of any kind, may be immediately declared, and thereupon shall
immediately become in default and due and payable and the Holder may exercise
any and all rights and remedies available to the Holder at law, in equity or
otherwise. Upon the occurrence of an Event of Default described in clause (v) or
(vi) of the definition thereof, any and all of the loans and the undersigned's
other obligations hereunder, without demand or notice of any kind, shall
immediately become in default and due and payable and the Holder may exercise
any and all rights and remedies available to it at law, in equity or otherwise.

         The Holder will maintain a record of payments made pursuant to this
Note and the outstanding amount of loans hereunder and shall provide a copy of
such records to the undersigned upon request; provided, however, failure of the
Holder to provide such statement shall in no way affect its rights or the
undersigned's obligations hereunder. The entries in such statement shall be
binding and conclusive upon the undersigned absent manifest error.

         The undersigned shall pay all expenses incurred by the Holder in the
collection of this Note, including, without limitation, the reasonable fees and
disbursements of counsel to the Holder, if this Note is collected by or through
an attorney-at-law.

         Time is of the essence of this Note.

         In addition to any rights now or hereafter granted under applicable law
and not by way of limitation of any such rights, the undersigned hereby
authorizes the Holder, at any time or from time to time, without notice to the
undersigned or to any other person or entity, any such notice being hereby
expressly waived, to set-off and to appropriate and to apply any and all
indebtedness at any time held or owing by the Holder or any affiliate of the
Holder, to or for the credit or the account of the undersigned, against and on
account of all obligations of the undersigned owing hereunder or otherwise to
the Holder, irrespective of whether or not the Holder shall have declared any or
all of such obligations of the undersigned to be due and payable, and although
such obligations shall be contingent or unmatured.

         No delay or failure on the part of the Holder in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Holder of any


                                      -3-
<PAGE>

right or remedy shall preclude other or further exercise thereof or the exercise
of any other right or remedy.

         All amendments to this Note, and any waiver or consent of the Holder,
must be in writing and signed by the Holder and the undersigned.

         The undersigned hereby waives presentment, demand, notice of dishonor,
protests and all other notices whatever.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF DELAWARE.

         This Note shall be binding upon the successors and assigns of the
undersigned. A Holder of this Note may assign or transfer this Note to any
person or entity without notice to, or the consent of, the undersigned.

         This Note is subject to the provisions of the Subordination and
Extension Agreement dated as of November 19, 2001 among SBC Communications Inc.,
BellSouth Corporation, BellSouth Cellular Corp. and Cingular Wireless LLC, and
any subsequent holder, by its succession to the rights of the Holder, shall be
deemed to agree to the subordination provisions of such Agreement.

         THIS NOTE AMENDS, RESTATES AND CONSOLIDATES THOSE CERTAIN PROMISSORY
NOTES DESCRIBED IN SCHEDULE 2 TO THAT CERTAIN ASSIGNMENT AND ASSUMPTION OF
PROMISSORY NOTES DATED AS OF THE DATE HEREOF AMONG THE UNDERSIGNED, THE HOLDER
AND THE MAKERS OF SUCH EXISTING NOTES.

         Any notice to be given hereunder shall be in writing, shall be sent to
the address of each party hereto as specified by such party from time to time,
and shall be deemed received (i) on the earlier of the date of receipt or the
date three business days after deposit of such notice in the United States mail,
if sent postage prepaid, certified mail, return receipt requested or (ii) when
actually received, if personally delivered.

         For purposes hereof:

         "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (within the meaning of Regulation S-X, promulgated under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder) of the undersigned.

         "Subsidiary" means, with respect to the undersigned, (a) any
corporation or other entity of which a majority of (i) the voting power of the
voting equity securities or (ii) the outstanding equity interests of which are
owned, directly or indirectly, by the undersigned, or (b) any other person or
entity which is otherwise controlled by the undersigned or by one or more other
Subsidiaries of the undersigned or by the undersigned and one or more other
Subsidiaries of the undersigned. For the purposes of


                                      -4-
<PAGE>

this definition, "voting equity securities" means equity securities having
voting power for the election of directors, or other similar entity whether at
all times or only so long as no senior class of security has such voting power
by reason of any contingency.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Promissory Note as of the date and year first written above.

                                 CINGULAR WIRELESS LLC

                                 BY:      CINGULAR WIRELESS CORPORATION, ITS
                                          MANAGER


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





Accepted:

CELLULAR CREDIT CORPORATION

By: /s/ Linda S. Bubacz
   -----------------------------
Title: VP Treasurer
      --------------------------


                                      -5-