<PAGE>

                                                                 Exhibit 10.1(a)

                                     SECOND

                       AMENDED AND RESTATED LOAN AGREEMENT

                                      AMONG

                           RURAL CELLULAR CORPORATION;

                    THE FINANCIAL INSTITUTIONS WHOSE NAMES
               APPEAR AS LENDERS ON THE SIGNATURE PAGES HEREOF;

                                       AND

                         TORONTO DOMINION (TEXAS), INC.

                             AS ADMINISTRATIVE AGENT

                                      WITH

                            TD SECURITIES (USA) INC.,

                        AS BOOK RUNNER AND LEAD ARRANGER;

                            FIRST UNION NATIONAL BANK

                       AND PNC BANK, NATIONAL ASSOCIATION

                            AS CO-SYNDICATION AGENTS

                                       AND

                         BANK OF AMERICA SECURITIES, LLC

                             AS DOCUMENTATION AGENT

                            DATED AS OF APRIL 3, 2000

                    POWELL, GOLDSTEIN, FRAZER & MURPHY LLP

                                ATLANTA, GEORGIA


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE 1        DEFINITIONS.................................................3

ARTICLE 2        LOANS......................................................22

   SECTION 2.1   THE LOANS..................................................22
   SECTION 2.2   MANNER OF BORROWING AND DISBURSEMENT.......................23
   SECTION 2.3   INTEREST...................................................25
   SECTION 2.4   COMMITMENT FEES............................................28
   SECTION 2.5   MANDATORY COMMITMENT REDUCTIONS............................28
   SECTION 2.6   VOLUNTARY COMMITMENT REDUCTIONS............................30
   SECTION 2.7   PREPAYMENTS AND REPAYMENTS.................................31
   SECTION 2.8   NOTES; LOAN ACCOUNTS.......................................36
   SECTION 2.9   MANNER OF PAYMENT..........................................37
   SECTION 2.10  REIMBURSEMENT..............................................38
   SECTION 2.11  PRO RATA TREATMENT.........................................38
   SECTION 2.12  CAPITAL ADEQUACY...........................................39
   SECTION 2.13  LENDER TAX FORMS...........................................40
   SECTION 2.14  INCREMENTAL FACILITY ADVANCES..............................40
   SECTION 2.15  REPLACEMENT OF LENDERS.....................................41

ARTICLE 3        CONDITIONS PRECEDENT.......................................42

   SECTION 3.1   CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT.........42
   SECTION 3.2   CONDITIONS PRECEDENT TO EACH ADVANCE.......................44

ARTICLE 4        REPRESENTATIONS AND WARRANTIES.............................45

   SECTION 4.1   REPRESENTATIONS AND WARRANTIES.............................45
   SECTION 4.2   SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC............51

ARTICLE 5        GENERAL COVENANTS..........................................51

   SECTION 5.1   PRESERVATION OF EXISTENCE AND SIMILAR MATTERS..............51
   SECTION 5.2   BUSINESS; COMPLIANCE WITH APPLICABLE LAW...................52
   SECTION 5.3   MAINTENANCE OF PROPERTIES..................................52
   SECTION 5.4   ACCOUNTING METHODS AND FINANCIAL RECORDS...................52
   SECTION 5.5   INSURANCE..................................................52
   SECTION 5.6   PAYMENT OF TAXES AND CLAIMS................................52
   SECTION 5.7   COMPLIANCE WITH ERISA......................................53
   SECTION 5.8   VISITS AND INSPECTIONS.....................................54
   SECTION 5.9   PAYMENT OF INDEBTEDNESS; LOANS.............................55
   SECTION 5.10  USE OF PROCEEDS............................................55
   SECTION 5.11  REAL ESTATE................................................55
   SECTION 5.12  INDEMNITY..................................................56
   SECTION 5.13  INTEREST RATE HEDGING......................................57
   SECTION 5.14  COVENANTS REGARDING FORMATION OF SUBSIDIARIES AND
                 ACQUISITIONS; PARTNERSHIP, SUBSIDIARIES....................57
   SECTION 5.15  PAYMENT OF WAGES...........................................58
   SECTION 5.16  FURTHER ASSURANCES.........................................58

ARTICLE 6        INFORMATION COVENANTS......................................58

   SECTION 6.1   QUARTERLY FINANCIAL STATEMENTS AND INFORMATION.............58
   SECTION 6.2   ANNUAL FINANCIAL STATEMENTS AND INFORMATION................59
   SECTION 6.3   PERFORMANCE CERTIFICATES...................................59
   SECTION 6.4   COPIES OF OTHER REPORTS....................................59

<PAGE>


   SECTION 6.5   NOTICE OF LITIGATION AND OTHER MATTERS.....................60

ARTICLE 7        NEGATIVE COVENANTS.........................................61

   SECTION 7.1   INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES..........61
   SECTION 7.2   LIMITATION ON LIENS........................................62
   SECTION 7.3   AMENDMENT AND WAIVER.......................................62
   SECTION 7.4   LIQUIDATION, MERGER, OR DISPOSITION OF ASSETS..............62
   SECTION 7.5   LIMITATION ON GUARANTIES...................................63
   SECTION 7.6   INVESTMENTS AND ACQUISITIONS...............................63
   SECTION 7.7   RESTRICTED PAYMENTS AND PURCHASES..........................65
   SECTION 7.8   TOTAL LEVERAGE RATIO.......................................65
   SECTION 7.9   SENIOR LEVERAGE RATIO......................................66
   SECTION 7.10  ANNUALIZED OPERATING CASH FLOW TO PRO FORMA DEBT...........66
   SECTION 7.11  ANNUALIZED OPERATING CASH FLOW TO INTEREST EXPENSE.........67
   SECTION 7.12  FIXED CHARGE COVERAGE RATIO................................67
   SECTION 7.13  AFFILIATE TRANSACTIONS.....................................67
   SECTION 7.14  REAL ESTATE................................................68
   SECTION 7.15  ERISA LIABILITIES..........................................68

ARTICLE 8        DEFAULT....................................................68

   SECTION 8.1   EVENTS OF DEFAULT..........................................68
   SECTION 8.2   REMEDIES...................................................71
   SECTION 8.3   PAYMENTS SUBSEQUENT TO DECLARATION OF EVENT OF DEFAULT.....72

ARTICLE 9        THE AGENTS.................................................73

   SECTION 9.1   APPOINTMENT AND AUTHORIZATION..............................73
   SECTION 9.2   INTEREST HOLDERS...........................................73
   SECTION 9.3   CONSULTATION WITH COUNSEL..................................73
   SECTION 9.4   DOCUMENTS..................................................73
   SECTION 9.5   ADMINISTRATIVE AGENT AND AFFILIATES........................73
   SECTION 9.6   RESPONSIBILITY OF THE ADMINISTRATIVE AGENT.................74
   SECTION 9.7   COLLATERAL.................................................74
   SECTION 9.8   ACTION BY ADMINISTRATIVE AGENT.............................74
   SECTION 9.9   NOTICE OF DEFAULT OR EVENT OF DEFAULT......................74
   SECTION 9.10  RESPONSIBILITY DISCLAIMED..................................75
   SECTION 9.11  INDEMNIFICATION............................................75
   SECTION 9.12  CREDIT DECISION............................................76
   SECTION 9.13  SUCCESSOR ADMINISTRATIVE AGENT.............................76
   SECTION 9.14  DELEGATION OF DUTIES.......................................77
   SECTION 9.15  NO RESPONSIBILITIES OF AGENTS..............................77

ARTICLE 10       CHANGE IN CIRCUMSTANCES AFFECTING LIBOR ADVANCES...........77

   SECTION 10.1  LIBOR BASIS DETERMINATION INADEQUATE OR UNFAIR.............77
   SECTION 10.2  ILLEGALITY.................................................77
   SECTION 10.3  INCREASED COSTS............................................78
   SECTION 10.4  EFFECT ON OTHER ADVANCES...................................79

ARTICLE 11       MISCELLANEOUS..............................................79

   SECTION 11.1  NOTICES....................................................79
   SECTION 11.2  EXPENSES...................................................81
   SECTION 11.3  WAIVERS....................................................81
   SECTION 11.4  SET-OFF....................................................82
   SECTION 11.5  ASSIGNMENT.................................................82
   SECTION 11.6  ACCOUNTING PRINCIPLES......................................85
   SECTION 11.7  COUNTERPARTS...............................................85


                                     - ii -
<PAGE>


   SECTION 11.8  GOVERNING LAW..............................................85
   SECTION 11.9  SEVERABILITY...............................................86
   SECTION 11.10 INTEREST...................................................86
   SECTION 11.11 TABLE OF CONTENTS AND HEADINGS.............................86
   SECTION 11.12 AMENDMENT AND WAIVER.......................................86
   SECTION 11.13 ENTIRE AGREEMENT...........................................87
   SECTION 11.14 OTHER RELATIONSHIPS........................................87
   SECTION 11.15 DIRECTLY OR INDIRECTLY.....................................87
   SECTION 11.16 RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS.............87
   SECTION 11.17 SENIOR DEBT................................................88
   SECTION 11.18 OBLIGATIONS SEVERAL........................................88
   SECTION 11.19 CONFIDENTIALITY............................................88

ARTICLE 12       WAIVER OF JURY TRIAL.......................................88

   SECTION 12.1  WAIVER OF JURY TRIAL.......................................88


                                    - iii -
<PAGE>


                                    EXHIBITS

Exhibit A         -     Form of Borrower's Pledge Agreement
Exhibit B         -     Form of Certificate of Financial Condition
Exhibit C         -     Form of Notice of Incremental Facility Commitment
Exhibit D         -     Form of Request for Advance
Exhibit E         -     Form of Revolving Loan Note
Exhibit F         -     Form of Security Agreement
Exhibit G         -     Form of Subsidiary Guaranty
Exhibit H         -     Form of Subsidiary Pledge Agreement
Exhibit I         -     Form of Subsidiary Security Agreement
Exhibit J         -     Form of Term Loan A Note
Exhibit K         -     Form of Term Loan B Note
Exhibit L         -     Form of Term Loan C Note
Exhibit M         -     Form of Incremental Facility Note
Exhibit N         -     Form of Borrower's Loan Certificate
Exhibit O         -     Form of Subsidiary Loan Certificate
Exhibit P         -     Form of Opinion of FCC Counsel to the Borrower
Exhibit Q         -     Form of Opinion of General Counsel to the Borrower
Exhibit R         -     Form of Performance Certificate
Exhibit S         -     Form of Assignment and Assumption Agreement

                                    SCHEDULES

Schedule 1        -     Licenses
Schedule 2        -     Liens Existing on the Agreement Date
Schedule 3        -     Subsidiaries
Schedule 4        -     Permitted Exceptions
Schedule 5        -     Litigation
Schedule 6        -     Affiliate Agreements
Schedule 7        -     Addresses of Lenders


                                     - iv -
<PAGE>


                                     SECOND

                       AMENDED AND RESTATED LOAN AGREEMENT

                                      AMONG

                   RURAL CELLULAR CORPORATION, AS BORROWER;

                    THE FINANCIAL INSTITUTIONS WHOSE NAMES
               APPEAR AS LENDERS ON THE SIGNATURE PAGES HEREOF;

                         TORONTO DOMINION (TEXAS), INC.,

                             AS ADMINISTRATIVE AGENT

                                      WITH

                            TD SECURITIES (USA) INC.,

                        AS BOOK RUNNER AND LEAD ARRANGER;

                                       AND

                            FIRST UNION NATIONAL BANK

                       AND PNC BANK, NATIONAL ASSOCIATION

                            AS CO-SYNDICATION AGENTS

                                       AND

                         BANK OF AMERICA SECURITIES, LLC

                             AS DOCUMENTATION AGENT

                             W I T N E S S E T H:


      WHEREAS, the Borrower, the financial institutions whose names appeared as
Lenders on the signature pages thereof and the Administrative Agent are all
parties to that certain Amended and Restated Loan Agreement dated as of July 1,
1998 (the "PRIOR LOAN AGREEMENT"); and

      WHEREAS, the Borrower has requested that the Administrative Agent and the
Lenders consent to certain amendments to the Prior Loan Agreement, as more fully
set forth in this Second Amended and Restated Loan Agreement; and

      WHEREAS, the Administrative Agent and the Lenders have agreed to amend and
restate the Prior Loan Agreement in its entirety as set forth herein; and


<PAGE>


      WHEREAS, the Borrower acknowledges and agrees that the security interest
granted to the Administrative Agent, for itself and on behalf of the Lenders
pursuant to the Prior Loan Agreement and the Loan Documents (as defined in the
Prior Loan Agreement) executed in connection therewith shall remain outstanding
and in full force and effect in accordance with the Prior Loan Agreement and
shall continue to secure the Obligations (as defined therein); and

      WHEREAS, the Borrower acknowledges and agrees that (i) the Obligations (as
defined herein) represent, among other things, the amendment, restatement,
renewal, extension, consolidation and modification of the Obligations (as
defined in the Prior Loan Agreement) arising in connection with the Prior Loan
Agreement and the other Loan Documents (as defined in the Prior Loan Agreement)
executed in connection therewith; (ii) the parties hereto intend that the Prior
Loan Agreement and the other Loan Documents (as defined in the Prior Loan
Agreement) executed in connection therewith and the collateral pledged
thereunder shall secure, without interruption or impairment of any kind, all
existing Indebtedness under the Prior Loan Agreement and the other Loan
Documents (as defined in the Prior Loan Agreement) executed in connection
therewith as so amended, restated, restructured, renewed, extended, consolidated
and modified hereunder, together with all other Obligations hereunder; (iii) all
Liens evidenced by the Prior Loan Agreement and the other Loan Documents (as
defined in the Prior Loan Agreement) executed in connection therewith are hereby
ratified, confirmed and continued; and (iv) the Loan Documents (as defined
herein) are intended to restructure, restate, renew, extend, consolidate, amend
and modify the Prior Loan Agreement and the other Loan Documents (as defined in
the Prior Loan Agreement) executed in connection therewith; and

      WHEREAS, the parties hereto intend that (i) the provisions of the Prior
Loan Agreement and the other Loan Documents (as defined in the Prior Loan
Agreement) executed in connection therewith, to the extent restructured,
restated, renewed, extended, consolidated, amended and modified hereby, are
hereby superseded and replaced by the provisions hereof and of the Loan
Documents (as defined herein); and (ii) the Notes (as hereinafter defined)
amend, renew, extend, modify, replace, are substituted for and supersede in
their entirety, but do not extinguish the indebtedness arising under the
promissory notes issued pursuant to the Prior Loan Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the
parties hereby amend and restate the Prior Loan Agreement as follows:


                                     - 2 -
<PAGE>


                                    ARTICLE 1

                                   DEFINITIONS

      For the purposes of this Agreement:

      "2000 SENIOR PREFERRED STOCK" shall mean those 25,000 shares of 11 3/8%
Senior Exchangeable Preferred Stock of the Borrower, together with any
additional Senior Preferred Stock issued as payment in kind dividends thereon.

      "ACQUISITION" shall mean (whether by purchase, lease, exchange, issuance
of stock or other equity or debt securities, merger, reorganization or any other
method) (i) any acquisition by the Borrower or any of its Subsidiaries of any
other Person, which Person shall then become consolidated with the Borrower or
any such Subsidiary in accordance with GAAP or (ii) any acquisition by the
Borrower or any of its Subsidiaries of all or any substantial part of the assets
of any other Person.

      "ADMINISTRATIVE AGENT" shall mean Toronto Dominion (Texas), Inc., in its
capacity as Administrative Agent for the Lenders or any successor Administrative
Agent appointed pursuant to Section 9.13 hereof.

      "ADMINISTRATIVE AGENT'S OFFICE" shall mean the office of the
Administrative Agent located at 909 Fannin Street, Suite 1700, Houston, Texas
77010, or such other office as may be designated pursuant to the provisions of
Section 11.1 hereof.

      "ADVANCE" shall mean amounts advanced by the Lenders to the Borrower
pursuant to Article 2 hereof on the occasion of any borrowing and having the
same Interest Rate Basis and Interest Period; and "Advances" shall mean more
than one Advance.

      "AFFILIATE" shall mean, with respect to a Person, any other Person
directly or indirectly controlling, controlled by, or under common control with,
such first Person. For purposes of this definition, "control" when used with
respect to any Person includes, without limitation, the direct or indirect
beneficial ownership of more than ten percent (10%) of the voting securities or
voting equity of such Person or the power to direct or cause the direction of
the management and policies of such Person whether by contract or otherwise.

      "AGENTS" shall mean, collectively, the Administrative Agent, the Lead
Arranger, the Co-Syndication Agents and the Documentation Agent.

      "AGREEMENT" shall mean this Second Amended and Restated Loan Agreement, as
amended, supplemented, restated or otherwise modified from time to time.

      "AGREEMENT DATE" shall mean April 3, 2000.

      "ANNUALIZED OPERATING CASH FLOW" shall mean, as of any date, the Operating
Cash Flow for the immediately preceding two (2) fiscal quarters multiplied by
two (2); PROVIDED THAT, for all


                                     - 3 -
<PAGE>


calculations of Annualized Operating Cash Flow (a) from and including the
Agreement Date through the date on which the Borrower files its Form 10-Q for
the quarter ended March 31, 2000 (the "10-Q DATE"), Annualized Operating Cash
Flow shall be Operating Cash Flow for the quarters ended September 30, 1999 and
December 31, 1999 (after giving pro forma effect to the Triton Acquisition)
multiplied by two (2), (b) from the 10-Q Date through June 29, 2000, Annualized
Operating Cash Flow shall be Operating Cash Flow for the four (4) quarters ended
March 31, 2000 (after giving effect to the Triton Acquisition) and (c) from and
including June 30, 2000 through September 29, 2000, Annualized Operating Cash
Flow shall be Operating Cash Flow for the quarter ended June 30, 2000,
multiplied by four (4).

      "APPLICABLE LAW" shall mean, in respect of any Person, all provisions of
constitutions, statutes, rules, regulations and orders of governmental bodies or
regulatory agencies applicable to such Person, including, without limiting the
foregoing, the Licenses, the Communications Act and all Environmental Laws, and
all orders, decisions, judgments and decrees of all courts and arbitrators in
proceedings or actions to which the Person in question is a party or by which it
is bound.

      "APPLICABLE MARGIN" shall mean the interest rate margin applicable to Base
Rate Advances and LIBOR Advances under the applicable Loans, as the case may be,
in each case determined in accordance with Section 2.3(f) hereof (or, with
respect to Incremental Facility Advances, as set forth in the Notice of
Incremental Facility Commitment).

      "APPROVED FUND" means, with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

      "AUTHORIZED SIGNATORY" shall mean such senior personnel of a Person as may
be duly authorized and designated in writing by such Person to execute
documents, agreements and instruments on behalf of such Person.

      "BASE RATE" shall mean, at any time, a fluctuating interest rate per annum
equal to the higher of (a) the rate of interest quoted from time to time by the
Administrative Agent as its "prime rate" or "base rate" and (b) the sum of (i)
the Federal Funds Rate and (ii) one-half of one percent (1/2%). The Base Rate is
not necessarily the lowest rate of interest chargeD to borrowers of the
Administrative Agent.

      "BASE RATE ADVANCE" shall mean an Advance which the Borrower requests to
be made as a Base Rate Advance or is Converted to a Base Rate Advance, in
accordance with the provisions of Section 2.2 hereof, and which shall be in a
principal amount of at least $500,000, and in an integral multiple of $100,000.

      "BASE RATE BASIS" shall mean a simple interest rate equal to the sum of
(i) the Base Rate and (ii) the Applicable Margin for Base Rate Advances with
respect to the applicable Loans. The Base Rate Basis shall be adjusted
automatically as of the opening of business on the effective date of each change
in the Base Rate to account for such change, and shall also be adjusted to
reflect changes in the Applicable Margin applicable to Base Rate Advances.


                                     - 4 -
<PAGE>


      "BORROWER" shall mean Rural Cellular Corporation, a Minnesota corporation.

      "BORROWER'S PLEDGE AGREEMENT" shall mean that certain Second Amended and
Restated Borrower's Pledge Agreement dated as of the Agreement Date between the
Borrower and the Administrative Agent, substantially in the form of EXHIBIT A
attached hereto, pursuant to which the Borrower has pledged to the
Administrative Agent, for itself and on behalf of the Lenders, all of the
Borrower's stock ownership or membership interests in each of its Subsidiaries.

      "BTA" shall mean any "basic trading area" as defined and modified by the
FCC for the purpose of licensing personal communications services
telecommunications systems.

      "BUSINESS DAY" shall mean a day on which banks and foreign exchange
markets are open for the transaction of business required for this Agreement in
Houston, Texas, New York, New York and London, England, as relevant to the
determination to be made or the action to be taken.

      "CAPITAL EXPENDITURES" shall mean for any period, expenditures (including,
without limitation, the aggregate amount of Capitalized Lease Obligations
required to be paid during such period) incurred by any Person to acquire or
construct fixed assets, plant and equipment (including, without limitation,
renewals, improvements and replacements, but excluding repairs and maintenance)
during such period, that would be required to be capitalized on the balance
sheet of such Person in accordance with GAAP on a consolidated basis for the
Borrower and its Subsidiaries; PROVIDED, THAT for all calculations hereunder
which include periods prior to the Agreement Date, Capital Expenditures
hereunder shall include Capital Expenditures by Triton with respect to the
assets acquired from Triton during such period.

      "CAPITAL STOCK" shall mean, as applied to any Person, any capital stock of
such Person, regardless of class or designation, and all warrants, options,
purchase rights, conversion or exchange rights, voting rights, calls or claims
of any character with respect thereto.

      "CAPITALIZED LEASE OBLIGATION" shall mean that portion of any obligation
of a Person as lessee under a lease which at the time would be required to be
capitalized on the balance sheet of such lessee in accordance with GAAP.

      "CELLULAR SYSTEM" means a cellular mobile radio telephone system
constructed and operated in an MSA or an RSA, or a PCS System constructed and
operated in a BTA and shall include a microwave system or a paging system
operated in connection with (or in the same general service area as) any of the
foregoing systems.

      "CERTIFICATE OF FINANCIAL CONDITION" shall mean a certificate,
substantially in the form of EXHIBIT B attached hereto, signed by the chief
financial officer of the Borrower, together with any schedules, exhibits or
annexes appended thereto.

      "CLASS M STOCK" shall mean those 110,000 shares of Convertible Voting
Preferred Stock of the Borrower issued on the Agreement Date in connection with
the Triton Acquisition.


                                     - 5 -
<PAGE>


      "CLASS T STOCK" shall mean those (a) 2,176,875 Class A shares and (b)
5,363,214 Class B shares, in each case of Preferred Stock of the Borrower issued
on April 3, 2000 to Telephone & Data Systems, Inc. in exchange for certain of
their Class A and Class B Common Stock of the Borrower issued, together with any
additional stock of this class issued as payment in kind dividends thereon.

      "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of
1985 and any amendments thereto.

      "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

      "COLLATERAL" shall mean any property of any kind constituting collateral
for the Obligations under any of the Security Documents.

      "COMMITMENTS" shall mean, collectively, the Revolving Loan Commitments,
the Term Loan A Commitments, the Term Loan B Commitments, the Term Loan C
Commitments and, as applicable, the Incremental Facility Commitments; and
"COMMITMENT" shall mean any of the foregoing Commitments.

      "COMMITMENT RATIOS" shall mean the percentages in which the Lenders are
severally bound to fund their respective portion of Advances to the Borrower
under the Commitments set forth on Schedule 7, attached hereto, (together with
dollar amounts) as of the Agreement Date (and which may change from time to time
in accordance with Sections 2.15 and 11.5 hereof).

      "COMMUNICATIONS ACT" shall mean the Communications Act of 1934, and any
similar or successor federal statute, and the rules and regulations of the FCC
thereunder, all as the same may be in effect from time to time.

      "CONTINUE", "CONTINUATION" and "CONTINUED" shall mean the continuation
pursuant to Article 2 hereof of a LIBOR Advance as a LIBOR Advance from one
Interest Period to a different Interest Period.

      "CONVERT", "CONVERSION" and "CONVERTED" shall mean a conversion pursuant
to Article 2 hereof of a LIBOR Advance into a Base Rate Advance or of a Base
Rate Advance into a LIBOR Advance, as applicable.

      "COOPERATIVE LENDER" shall mean CoBank, ACB.

      "CO-SYNDICATION AGENTS" shall mean First Union National Bank and PNC Bank,
National Association.

      "DEBT SERVICE" shall mean, with respect to the Borrower and its
Subsidiaries, for any period, the sum of (a) Scheduled Loan Payments with
respect to the Revolving Loans during such period; (b) scheduled payments of
principal on all Indebtedness for Money Borrowed (other than the Revolving
Loans) during such period and (c) Interest Expense during such period.


                                     - 6 -
<PAGE>


      "DEFAULT" shall mean any Event of Default, and any of the events specified
in Section 8.1 hereof, regardless of whether there shall have occurred any
passage of time or giving of notice, or both, that would be necessary in order
to constitute such event an Event of Default.

      "DEFAULT RATE" shall mean, as of any date, a simple per annum interest
rate equal to the sum of (a) the Base Rate, (b) the Applicable Margin for Base
Rate Advances (calculated using the highest Applicable Margin for Base Rate
Advances for the applicable Loans as set forth in Section 2.3(f) hereof without
giving effect to the Total Leverage Ratio then in effect), and (c) two percent
(2%).

      "DEPOSIT ACCOUNT" shall have the meaning ascribed thereto in Section
2.11(c) hereof.

      "DOCUMENTATION AGENT" shall mean Bank of America Securities, LLC.

      "EBITDA" shall mean, with respect to any Person for any period, the
earnings before interest, taxes, depreciation and amortization expenses for such
period, all as determined in accordance with GAAP.

      "EMPLOYEE PENSION PLAN" shall mean any Plan which is (a) maintained by the
Borrower, any of its Subsidiaries or any of its ERISA Affiliates and (b) subject
to Part 3 of Title I of ERISA.

      "ENVIRONMENTAL LAWS" shall mean all applicable federal, state or local
laws, statutes, rules, regulations or ordinances, codes, common law, consent
agreements, orders, decrees, judgments or injunctions issued, promulgated,
approved or entered thereunder relating to public health, safety or the
pollution or protection of the environment, including, without limitation, those
relating to releases, discharges, emissions, spills, leaching, or disposals to
air, water, land or ground water, to the withdrawal or use of ground water, to
the use, handling or disposal of polychlorinated biphenyls, asbestos or urea
formaldehyde, to the treatment, storage, disposal or management of hazardous
substances (including, without limitation, petroleum, crude oil or any fraction
thereof, or other hydrocarbons), pollutants or contaminants, to exposure to
toxic, hazardous or other controlled, prohibited, or regulated substances,
including, without limitation, any such provisions under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42
U.S.C. ss. 9601 et seq.), or the Resource Conservation and Recovery Act of 1976,
as amended (42 U.S.C. ss. 6901 et seq.).

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
in effect from time to time.

      "ERISA AFFILIATE" shall mean any Person, including a Subsidiary or an
Affiliate of the Borrower, that is a member of any group of organizations
(within the meaning of Code Sections 414(b), (c), (m) or (o)) of which the
Borrower is a member.

      "EURODOLLAR RESERVE PERCENTAGE" shall mean the percentage which is in
effect from time to time under Regulation D of the Board of Governors of the
Federal Reserve System, as such regulation may be amended from time to time
("REGULATION D"), as the maximum reserve


                                     - 7 -
<PAGE>


requirement applicable with respect to Eurocurrency Liabilities (as that term is
defined in Regulation D), whether or not any Lender has any such Eurocurrency
Liabilities subject to such reserve requirement at that time.

      "EVENT OF DEFAULT" shall mean any of the events specified in Section 8.1
hereof, provided that any requirement for notice or lapse of time has been
satisfied.

      "EXCESS CASH FLOW" shall mean, as of the end of any fiscal year of the
Borrower based on the audited financial statements provided under Section 6.2
hereof for such fiscal year, the remainder of (a) Operating Cash Flow for such
fiscal year, minus (b) the sum of (i) Capital Expenditures made during such
fiscal year exclusive of Investments by the Borrower in Wireless Alliance
permitted hereunder, (ii) Scheduled Loan Payments made during such period, (iii)
cash taxes paid by the Borrower and its Subsidiaries during such fiscal year,
(iv) Interest Expense during such fiscal year, (v) principal payments in respect
of Indebtedness for Money Borrowed (other than with respect to the Revolving
Loans) paid by the Borrower and its Subsidiaries during such year and (vi)
$1,000,000.

      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

      "FCC" shall mean the Federal Communications Commission, or any other
similar or successor agency of the federal government administering the
Communications Act.

      "FEDERAL FUNDS RATE" shall mean, as of any date, the weighted average of
the rates on overnight federal funds transactions with the members of the
Federal Reserve System arranged by federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three (3) federal
funds brokers of recognized standing selected by the Administrative Agent.

      "GAAP" shall mean, as in effect from time to time, generally accepted
accounting principles in the United States, consistently applied.

      "GUARANTY" or "GUARANTEED," as applied to an obligation, shall mean and
include (a) a guaranty, direct or indirect, in any manner, of all or any part of
such obligation, and (b) any agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, any
reimbursement obligations as to amounts drawn down by beneficiaries of
outstanding letters of credit or capital call requirements.

      "HEADQUARTER'S MORTGAGE" shall mean those certain Mortgages in favor of
the Administrative Agent (on behalf of the Lenders) and pertaining to the
Borrower's headquarter's properties located in Alexandria, Minnesota.


                                     - 8 -
<PAGE>


      "INCREMENTAL FACILITY ADVANCE" shall mean an Advance made by any Lender
holding an Incremental Facility Commitment pursuant to Section 2.14 hereof.

      "INCREMENTAL FACILITY COMMITMENT" shall mean the commitment of any Lender
or Lenders to make advances to the Borrower in accordance with Section 2.14
hereof (the Borrower may obtain Incremental Facility Commitments from more than
one Lender, which commitments shall be several obligations of each such Lender);
and "INCREMENTAL FACILITY COMMITMENTS" shall mean the aggregate of the
Incremental Facility Commitments of each Lender.

      "INCREMENTAL FACILITY COMMITMENT RATIOS" shall mean percentages in which
the Lenders holding an Incremental Facility Commitment are severally bound to
fund their respective portions of Advances to the Borrower under the Incremental
Facility Commitments which are set forth in the Notice of Incremental Facility
Commitment.

      "INCREMENTAL FACILITY LOANS" shall mean the amounts advanced by the
Lenders holding an Incremental Facility Commitment to the Borrower as
Incremental Facility Loans under the Incremental Facility Commitment, and
evidenced by the Incremental Facility Notes.

      "INCREMENTAL FACILITY MATURITY DATE" shall mean that date specified in the
Notice of Incremental Facility Commitment as the maturity date of an Incremental
Facility Advance.

      "INCREMENTAL FACILITY NOTES" shall mean those certain Incremental Facility
Notes described in Section 2.14 hereof.

      "INDEBTEDNESS" shall mean, with respect to any Person, and without
duplication, (a) all items, except items of shareholders' and partners' equity
or capital stock or surplus or general contingency or deferred tax reserves,
which in accordance with GAAP would be included in determining total liabilities
as shown on the liability side of a balance sheet of such Person, including,
without limitation, to the extent of the higher of the book value or fair market
value of the property or asset securing such obligation (if less than the amount
of such obligation), secured non-recourse obligations of such Person, (b) all
direct or indirect obligations of any other Person secured by any Lien to which
any property or asset owned by such Person is subject, but only to the extent of
the higher of the fair market value or the book value of the property or asset
subject to such Lien (if less than the amount of such obligation) if the
obligation secured thereby shall not have been assumed, (c) to the extent not
otherwise included, all Capitalized Lease Obligations of such Person and all
obligations of such Person with respect to leases constituting part of a sale
and lease-back arrangement, (d) all reimbursement obligations with respect to
outstanding letters of credit, and (e) to the extent not otherwise included, all
obligations subject to Guaranties of such Person or its Subsidiaries, and (f)
all obligations of such Person under Interest Hedge Agreements.

      "INDEBTEDNESS FOR MONEY BORROWED" shall mean, with respect to any Person,
Indebtedness for money borrowed and Indebtedness represented by notes payable
and drafts accepted representing extensions of credit, all obligations evidenced
by bonds, debentures, notes or other similar instruments, all Indebtedness upon
which interest charges are customarily paid,


                                     - 9 -
<PAGE>


all Capitalized Lease Obligations, all reimbursement obligations with respect to
outstanding letters of credit, all Indebtedness issued or assumed as full or
partial payment for property or services (other than trade payables arising in
the ordinary course of business, but only if and so long as such accounts are
payable on customary trade terms), whether or not any such notes, drafts,
obligations or Indebtedness represent Indebtedness for money borrowed, purchase
money indebtedness and, without duplication, Guaranties of any of the foregoing
but excluding Preferred Stock. For purposes of this definition, interest which
is accrued but not paid on the scheduled due date for such interest shall be
deemed Indebtedness for Money Borrowed.

      "INDEMNITEE" shall have the meaning ascribed thereto in Section 5.12
hereof.

      "INTEREST EXPENSE" shall mean, for any period, all cash interest expense
(including imputed interest with respect to Capitalized Lease Obligations) with
respect to any Indebtedness for Money Borrowed of the Borrower and its
Subsidiaries on a consolidated basis during such period pursuant to the terms of
such Indebtedness for Money Borrowed, together with all fees payable in respect
thereof, all as calculated in accordance with GAAP (including, without
limitation, all cash interest paid on any Subordinated Indebtedness) and
dividends paid in cash with respect to the Preferred Stock; PROVIDED, HOWEVER,
that for all calculations of Interest Expense (a) from and including the
Agreement Date through June 29, 2000 shall be calculated with respect to the
Loans assuming that the Loans advanced on the Agreement Date were outstanding
for the relevant period at the interest rates in effect for such Loans (and
giving effect to Advances made subsequent to the Agreement Date, if applicable),
(b) from and including June 30, 2000 through September 29, 2000, shall be
Interest Expense for the quarter ended June 30, 2000, multiplied by four (4),
(c) from and including September 30, 2000, through December 30, 2000, shall be
Interest Expense for the two quarter period ended September 30, 2000 multiplied
by two (2), and (d) from and including December 31, 2000 through March 30, 2001,
shall be Interest Expense for the three (3) quarters ending December 31, 2000
multiplied by 4/3.

      "INTEREST HEDGE AGREEMENTS" shall mean the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

      "INTEREST PERIOD" shall mean (a) in connection with any Base Rate Advance,
the period beginning on the date such Advance is made and ending on the last day
of the calendar quarter in which such Advance is made; PROVIDED, HOWEVER, that
if a Base Rate Advance is made on the last day of any calendar quarter, it shall
have an Interest Period ending on, and its Payment Date shall be, the last day
of the following calendar quarter, and (b) in connection with any LIBOR Advance,
the term of such Advance selected by the Borrower or otherwise determined in
accordance with this Agreement. Notwithstanding the foregoing, however, (i) any
applicable Interest Period which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding Business Day unless, with
respect to LIBOR Advances only,


                                     - 10 -
<PAGE>


such Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day, (ii) any applicable
Interest Period, with respect to LIBOR Advances only, which begins on a day for
which there is no numerically corresponding day in the calendar month during
which such Interest Period is to end shall (subject to clause (i) above) end on
the last day of such calendar month, and (iii) the Borrower shall not select an
Interest Period which extends beyond the Revolving Loan Maturity Date, Term Loan
A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date or
Incremental Facility Maturity Date, as applicable or such earlier date as would
interfere with the Borrower's repayment obligations under Section 2.4, 2.6 or
2.7 hereof. Interest shall be due and payable with respect to any Advance as
provided in Section 2.3 hereof.

      "INTEREST RATE BASIS" shall mean the Base Rate Basis or the LIBOR Basis,
as appropriate.

      "INVESTMENT" shall mean, with respect to the Borrower or any of its
Subsidiaries, (a) any loan, advance or extension of credit (other than to
customers in the ordinary course of business) by such Person to, or any Guaranty
or other contingent liability with respect to the capital stock, Indebtedness or
other obligations of, or any contributions to the capital of, any other Person,
or any ownership, purchase or other acquisition by such Person of any interest
in any capital stock, limited partnership interest, general partnership
interest, or other securities of any such other Person, other than an
Acquisition, (b) any acquisition by the Borrower or any of its Subsidiaries of
any assets relating to the wireless communications business, and (c) all
expenditures by the Borrower or any of its Subsidiaries relating to the
foregoing. "Investment" shall also include the total cost of any future
commitment or other obligation binding on any Person to make an Investment or
any subsequent Investment.

      "JUNIOR PREFERRED STOCK" shall mean those 140,000 shares of 12 1/4% Junior
Exchangeable Preferred Stock of the Borrower issued February 11, 2000, together
with any additional Junior Preferred Stock issued as payment in kind dividends
thereon.

      "KNOWN TO THE BORROWER" or "TO THE KNOWLEDGE OF THE BORROWER" shall mean
known by or reasonably should have been known by the executive officers of the
Borrower (which shall include, without limitation, the chief executive officer,
the chief financial officer, the general counsel, or any vice president of the
Borrower).

      "LEAD ARRANGER" shall mean TD Securities (USA) Inc.

      "LENDERS" shall mean the Persons whose names appear as "Lenders" on the
signature pages hereof and any other Person which becomes a "Lender" hereunder
after the Agreement Date; and "Lender" shall mean any one of the foregoing
Lenders; and for the purposes of the Security Documents, "Lenders" shall include
other holders of Obligations hereunder.

      "LIBOR" shall mean, for any Interest Period, the average (rounded upward
to the nearest one-hundredth (1/100th) of one percent (1%)) of the interest
rates per annum at which deposits in United States Dollars for such Interest
Period are offered to The Toronto-Dominion Bank, in the London interbank
borrowing market at approximately 11:00 a.m. (London, England time), two (2)
Business Days before the first day of such Interest Period, in an amount
approximately equal


                                     - 11 -
<PAGE>


to the principal amount of, and for a length of time approximately equal to the
Interest Period for, the LIBOR Advance sought by the Borrower.

      "LIBOR ADVANCE" shall mean an Advance which the Borrower requests to be
made as, Converted to or Continued as a LIBOR Advance, in accordance with the
provisions of Section 2.2 hereof, and which shall be in a principal amount of at
least $1,000,000 and in an integral multiple of $1,000,000.

      "LIBOR BASIS" shall mean a simple per annum interest rate equal to the sum
of (a) the quotient of (i) LIBOR divided by (ii) one (1) MINUS the Eurodollar
Reserve Percentage, if any, stated as a decimal, PLUS (b) the Applicable Margin
for LIBOR Advances for the applicable Loans. The LIBOR Basis shall apply to
Interest Periods of one (1), two (2), three (3), six (6) months, and, subject to
availability as determined by the Administrative Agent, nine (9) and twelve (12)
months and, once determined, shall remain unchanged during the applicable
Interest Period, except for changes to reflect adjustments in the Eurodollar
Reserve Percentage and the Applicable Margin as adjusted pursuant to Section
2.3(f) hereof. The LIBOR Basis for any LIBOR Advance shall be adjusted as of the
effective date of any change in the Eurodollar Reserve Percentage.

      "LICENSES" shall mean any cellular telephone, microwave, personal
communications or other license, authorization, certificate of compliance,
franchise, approval or permit, whether for the construction or the operation of
any Cellular System, granted or issued by the FCC and held by the Borrower or
any of its Subsidiaries, all of which are listed as of the Agreement Date on
Schedule 1 hereto.

      "LIEN" shall mean, with respect to any property, any mortgage, lien,
pledge, negative pledge or other agreement not to pledge, assignment, charge,
security interest, title retention agreement, levy, execution, seizure,
attachment, garnishment or other encumbrance of any kind in respect of such
property, whether created by statute, contract, the common law or otherwise, and
whether or not choate, vested or perfected.

      "LOAN DOCUMENTS" shall mean this Agreement, the Notes, the Security
Documents, all fee letters, all Requests for Advance, all Interest Hedge
Agreements between the Borrower, on the one hand, and the Administrative Agent
or any of the Lenders (or any of their Affiliates) on the date such Interest
Hedge Agreement was entered into, or any of them, on the other hand, all Notices
of Incremental Facility Commitments, and all other certificates, documents,
instruments and agreements executed or delivered in connection with or
contemplated by this Agreement or any other Loan Document.

      "LOANS" shall mean, collectively, the Term Loans, the Revolving Loans,
and, if applicable, the Incremental Facility Loans; and "LOAN" shall mean any
one of the foregoing Loans.

      "MATERIALLY ADVERSE EFFECT" shall mean (a) any material adverse effect
upon the business, assets, liabilities, financial condition, results of
operations, properties, or business prospects of the Borrower and its
Subsidiaries on a consolidated basis, taken as a whole, or (b) a material


                                     - 12 -
<PAGE>


adverse effect upon the binding nature, validity, or enforceability of this
Agreement and the Notes, or upon the ability of the Borrower and its
Subsidiaries to perform the payment obligations or other material obligations
under this Agreement or any other Loan Document, or upon the value of the
Collateral or upon the rights, benefits or interests of the Lenders in and to
the Loans or the rights of the Administrative Agent and the Lenders in the
Collateral; in either case, whether resulting from any single act, omission,
situation, status, event or undertaking, or taken together with other such acts,
omissions, situations, statuses, events or undertakings.

      "MSA" shall mean any "metropolitan statistical area" as defined and
modified by the FCC for the purpose of licensing public cellular radio
telecommunications service systems.

      "MULTIEMPLOYER PLAN" shall mean a multiemployer pension plan as defined in
Section 3(37) of ERISA to which the Borrower, any of its Subsidiaries, or any of
its ERISA Affiliates is or has been required to contribute subsequent to
September 25, 1980.

      "NECESSARY AUTHORIZATIONS" shall mean all approvals and licenses from, and
all filings and registrations with, any governmental or other regulatory
authority, including, without limitation, the Licenses and all approvals,
licenses, filings and registrations under the Communications Act, necessary in
order to enable the Borrower and its Subsidiaries to own, construct, maintain,
and operate Cellular Systems and to invest in other Persons who own, construct,
maintain, and operate Cellular Systems.

      "NET INCOME" shall mean, for the Borrower and its Subsidiaries on a
consolidated basis, for any period, net income determined in accordance with
GAAP.

      "NET PROCEEDS" shall mean, with respect to any sale, lease, transfer or
other disposition of assets by, or insurance or condemnation proceedings with
respect to the assets of the Borrower or any of its Subsidiaries, the aggregate
amount of cash received for such assets (including, without limitation, any
payments received by the Borrower or any of its Subsidiaries for non-competition
covenants, consulting or management fees in connection with such sale, and any
portion of the amount received evidenced by a promissory note or other evidence
of Indebtedness issued by the purchaser), net of (i) amounts reserved, if any,
for taxes payable with respect to any such sale (after application (assuming
application, to the extent permitted by Applicable Law, first to such reserves)
of any available losses, credits or other offsets), (ii) reasonable and
customary transaction costs properly attributable to such transaction or
proceeding and payable by the Borrower or any of its Subsidiaries (other than to
an Affiliate) in connection with such transaction or proceeding, including,
without limitation, commissions, and (iii) until actually received by the
Borrower or any of its Subsidiaries, any portion of the amount (x) received held
in escrow or (y) evidenced by a promissory note or other evidence of
Indebtedness issued by a purchaser or non-compete agreement or covenant or (z)
otherwise for which compensation is paid over time. Upon receipt by the Borrower
or any of its Subsidiaries of (A) amounts referred to in item (iii) of the
preceding sentence, or (B) if there shall occur any reduction in the tax
reserves referred to in item (i) of the preceding sentence resulting in a
payment to the Borrower, such amounts shall then be deemed to be "Net Proceeds."

      "NON-U.S. BANK" shall have the meaning ascribed thereto in Section 2.8(a)
hereof.


                                     - 13 -
<PAGE>


      "NOTES" shall mean, collectively, the Term Loan Notes, the Revolving Loan
Notes, if applicable, the Incremental Facility Notes, and any other promissory
note issued by the Borrower to evidence the Term Loans or Revolving Loans
pursuant to this Agreement, and any extensions, renewals, or amendments to, or
replacements of, the foregoing; and "NOTE" shall mean any one of the foregoing
Notes.

      "NOTICE OF INCREMENTAL FACILITY COMMITMENT" shall mean the notice by the
Borrower of the Incremental Facility Commitment, which notice shall be
substantially in the form of EXHIBIT C attached hereto and shall be delivered to
the Administrative Agent and the Lenders.

      "OBLIGATIONS" shall mean all payment and performance obligations of every
kind, nature and description of the Borrower, its Subsidiaries, and any other
obligors to the Lenders, the Administrative Agent, or any of them, under this
Agreement and the other Loan Documents (including, without limitation, any
interest, fees and other charges on the Loans or otherwise under the Loan
Documents that would accrue but for the filing of a bankruptcy action with
respect to the Borrower, whether or not such claim is allowed in such bankruptcy
action and including Obligations to the Lenders pursuant to Section 5.13 hereof)
as they may be amended from time to time, or as a result of making the Loans,
whether such obligations are direct or indirect, absolute or contingent, due or
not due, contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, now existing or hereafter arising.

      "OPERATING CASH FLOW" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis as of the end of any period, (a) Net Income
for such period (after eliminating any extraordinary gains and losses,
including, without limitation, gains and losses from the sale of assets), plus
(b) to the extent deducted in determining Net Income, the sum of the following
for such period: (i) depreciation and amortization expense, (ii) Interest
Expense, (iii) tax expense, and (iv) all other non-cash items (which shall
include non-cash interest expense, if any), minus (c) the sum of (i) non-cash
credits to Net Income and (ii) EBITDA of Wireless Alliance. In the case of an
Acquisition permitted hereunder, Operating Cash Flow of the Borrower and its
Subsidiaries for the applicable test period during which such Acquisition occurs
shall be adjusted (A) to give effect to such Acquisition, as if such Acquisition
had occurred on the first day of such test period, by excluding the Operating
Cash Flow of such Acquisition during such test period prior to the date of such
Acquisition and adding to the Operating Cash Flow of the Borrower, if positive,
or subtracting from such Operating Cash Flow, if negative, the product of (i)
the actual Operating Cash Flow of such Acquisition for that portion of such test
period from the date of such Acquisition to the last day of such period, TIMES
(ii) a fraction the numerator of which is the number of calendar days in such
test period and the denominator of which is the number of days in such test
period from and including the date of such Acquisition through the last day of
such test period, and (B) by adding to the Operating Cash Flow of the Borrower
such expenses incurred by the Borrower and its Subsidiaries as the Required
Lenders may agree relate to such Acquisition. For purposes of calculating
Operating Cash Flow in connection with an Advance for any such Acquisition,
Operating Cash Flow for the Borrower and its Subsidiaries as of the last day of
the immediately preceding calendar quarter shall include Operating Cash Flow for
the Acquisition for the same period and shall exclude any dispositions of assets
during the same period.


                                     - 14 -
<PAGE>


      "PAYMENT DATE" shall mean the last day of any Interest Period.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
successor thereto.

      "PCS SYSTEM" shall mean any broad band personal communications services
telecommunications system operating on radio spectrum in a BTA, or a License to
operate such a system.

      "PERMITTED LIENS" shall mean, as applied to any Person:

            (a) Any Lien in favor of the Administrative Agent given to secure
the Obligations;

            (b) (i) Liens on real estate or other property for taxes,
assessments, governmental charges or levies not yet delinquent and (ii) Liens
for taxes, assessments, judgments, governmental charges or levies or claims the
non-payment of which is being diligently contested in good faith by appropriate
proceedings and for which adequate reserves have been set aside on such Person's
books, but only so long as no foreclosure, distraint, sale or similar
proceedings have been commenced with respect thereto;

            (c) Liens of carriers, warehousemen, mechanics, laborers and
materialmen incurred in the ordinary course of business for sums not yet due or
being diligently contested in good faith, if reserves or appropriate provisions
shall have been made therefor;

            (d) Liens incurred in the ordinary course of business in connection
with workers' compensation and unemployment insurance which are not overdue for
more than sixty (60) days;

            (e) Restrictions on the transfer of the Licenses or assets of the
Borrower or its Subsidiaries imposed by any of the Licenses as presently in
effect or by the Communications Act and any regulations thereunder;

            (f) Easements, rights-of-way, and other similar encumbrances on the
use of real property which do not materially interfere with the ordinary conduct
of the business of such Person or the use of such property;

            (g)   Liens securing Indebtedness to the extent permitted
pursuant to Sections 7.1(g) and (i) hereof;

            (h) Liens reflected by Uniform Commercial Code financing statements
filed in respect of Capitalized Lease Obligations permitted pursuant to Section
7.1(i) hereof and true leases of the Borrower or any of its Subsidiaries; and

            (i)   Liens set forth on SCHEDULE 2 attached hereto.


                                     - 15 -
<PAGE>


      "PERSON" shall mean an individual, corporation, limited liability company,
association, partnership, joint venture, trust or estate, an unincorporated
organization, a government or any agency or political subdivision thereof, or
any other entity.

      "PLAN" shall mean an employee benefit plan within the meaning of Section
3(3) of ERISA or any other employee benefit plan maintained for employees of the
Borrower or any ERISA Affiliate of the Borrower, including the Subsidiaries.

      "PREFERRED STOCK" shall mean the Previous Senior Preferred Stock, the 2000
Senior Preferred Stock, the Junior Preferred Stock, the Class M Stock and the
Class T Stock.

      "PREVIOUS SENIOR PREFERRED STOCK" shall mean those 125,000 shares of 11
3/8% Senior Exchangeable Preferred Stock of the Borrower, issued on May 14,
1998, together with additional 11 3/8% Senior Exchangeable Preferred Stock of
the Borrower issued as payment in kind dividends thereon.

      "PRO FORMA DEBT SERVICE" shall mean, with respect to the Borrower and its
Subsidiaries, for any period, the sum of (a) Pro Forma Scheduled Principal
Payments with respect to the Revolving Loans during such period, (b) scheduled
payments of principal with respect to the Term Loans during such period, and (c)
scheduled payments on all other Indebtedness for Money Borrowed during such
period.

      "PRO FORMA SCHEDULED PRINCIPAL PAYMENTS" shall mean for any period (a) the
outstanding principal amount of the Revolving Loans on the date of determination
minus (b) the Revolving Loan Commitment scheduled to be available on the last
day of such period after giving effect to the reductions set forth in Section
2.5(a) hereof.

      "REFINANCING DATE" shall mean that date six months prior to the May 2008
maturity date of the Subordinated Notes.

      "REGISTER" shall have the meaning ascribed to such term in Section 11.5(g)
hereof.

      "REGISTERED NOTEHOLDER" shall mean each Non-U.S. Bank that requests or
holds a Registered Note pursuant to Section 2.8(a) hereof or registers its Loans
pursuant to Section 11.5(g) hereof.

      "REGISTERED NOTES" shall mean, collectively, those certain Notes that have
been issued in registered form in accordance with Sections 2.8(a) and 11.5(g)
hereof and each of which bears the following legend: "This is a Registered Note,
and this Registered Note and the Loans evidenced hereby may be assigned or
otherwise transferred in whole or in part only by registration of such
assignment or transfer on the Register and in compliance with all other
requirements provided for in the Loan Agreement."

      "REGULATIONS" shall have the meaning ascribed thereto in Section 4.1(n)
hereof.


                                     - 16 -
<PAGE>


      "REPORTABLE EVENT" shall mean, with respect to any Employee Pension Plan,
an event described in Section 4043(b) of ERISA.

      "REQUEST FOR ADVANCE" shall mean a certificate designated as a "Request
for Advance," signed by an Authorized Signatory of the Borrower requesting an
Advance hereunder, which shall be in substantially the form of EXHIBIT D
attached hereto, and shall, among other things, (i) specify the date of the
Advance, which shall be a Business Day, the amount of the Advance, the type of
Advance (LIBOR or Base Rate), and, with respect to LIBOR Advances, the Interest
Period selected by the Borrower, (ii) state that, to the knowledge of the Person
signing such request, there shall not exist, on the date of the requested
Advance and after giving effect thereto, a Default, as of the date of such
Advance and after giving effect thereto, (iii) the Applicable Margin, and (iv)
designate the amount of the Revolving Loan Commitments and, if applicable, the
Term Loan A Commitments, Term Loan B Commitments, Term Loan C Commitments and
the Incremental Facility Commitments, being drawn.

      "REQUIRED LENDERS" shall mean collectively, (a) if there are no Loans
outstanding, Lenders the total of whose Commitment Ratios equals or exceeds
fifty-one percent (51%) of the Commitment Ratios of all Lenders entitled to vote
hereunder or (b) if there are any Loans outstanding, Lenders the total of whose
Commitment Ratios for Revolving Loans (and Incremental Facility Commitment
Ratios as applicable) and Term Loans A Loans, Term Loan B Loans and Term Loan C
Loans outstanding equals or exceeds fifty-one percent (51%) of the Commitment
Ratios for Revolving Loans (and Incremental Facility Commitment Ratios as
Applicable) and Term Loan A Loans, Term Loan B Loans, and Term Loan C Loans of
all Lenders entitled to vote hereunder.

      "RESTRICTED PAYMENT" shall mean any direct or indirect cash distribution,
dividend, cash interest payment or other payment to any Person (other than to
the Borrower or any majority-owned Subsidiary of the Borrower) on account of (a)
any general or limited partnership or membership interest in, or shares of
Capital Stock or other securities of, the Borrower or any of its Subsidiaries
(other than dividends payable solely in stock of such Person and stock splits),
including, without limitation, any direct or indirect distribution, dividend or
other payment to any Person (other than to the Borrower or any Subsidiary of the
Borrower) on account of any warrants or other rights or options to acquire
shares of capital stock of the Borrower or any of its Subsidiaries and (b)
Subordinated Indebtedness.

      "RESTRICTED PURCHASE" shall mean any payment (including, without
limitation, any sinking fund payment, prepayment or installment payment) on
account of the purchase, redemption or other acquisition or retirement of any
general or limited partnership or membership interest in, or shares of capital
stock or other securities of the Borrower or any of the Borrower's Subsidiaries,
including, without limitation, any warrants or other rights or options to
acquire shares of capital stock of the Borrower or any of the Borrower's
Subsidiaries or any loan, advance, release or forgiveness of Indebtedness by the
Borrower or its Subsidiaries to any partner, shareholder or Affiliate of any
such Person.

      "REVOLVING LOAN COMMITMENTS" shall mean the several obligations of the
Lenders to advance to the Borrower an aggregate amount of up to $275,000,000 at
any one time


                                     - 17 -
<PAGE>


outstanding, in accordance with their respective Commitment Ratios for Revolving
Loans as set forth in the definition of "Commitment Ratios" pursuant to the
terms hereof, and as such obligations may be reduced from time to time pursuant
to the terms hereof.

      "REVOLVING LOAN MATURITY DATE" shall mean April 3, 2008, or as the case
may be, such earlier date as payment of the Obligations shall be due (whether by
acceleration, reduction of the Commitments to zero or otherwise); PROVIDED,
HOWEVER, that if the Subordinated Notes are not repaid or refinanced prior to
the Refinancing Date, the Revolving Loan Maturity Date shall accelerate to that
Refinancing Date.

      "REVOLVING LOAN NOTES" shall mean, collectively, those certain revolving
promissory notes in the aggregate original principal amount of the Revolving
Loan Commitment and one issued by the Borrower to each of the Lenders holding a
Revolving Loan Commitments, each substantially in the form of EXHIBIT E attached
hereto, and any extensions, modifications, renewals or replacements of, or
amendments to, any of the foregoing.

      "REVOLVING LOANS" shall mean the amounts advanced by each Lender having a
Revolving Loan Commitment to the Borrower as Revolving Loans, and evidenced by
the Revolving Loan Notes.

      "RSA" shall mean any "rural service area" as defined and modified by the
FCC for the purpose of licensing public cellular radio telecommunications
service systems.

      "SCHEDULED LOAN PAYMENTS" shall mean, for any period, with respect to the
Revolving Loans, the excess, if any, of (i) the highest amount of the Revolving
Loans outstanding at any time during such period, over (ii) the amount of the
Revolving Loan Commitment on the last day of such period (after giving effect to
any reduction in the Revolving Loan Commitment on such date pursuant to Section
2.5 hereof).

      "SECURITY AGREEMENT" shall mean that certain Second Amended and Restated
Security Agreement dated as of the Agreement Date by and between the Borrower
and the Administrative Agent, for itself and on behalf of the Lenders,
substantially in the form of EXHIBIT F attached hereto.

      "SECURITY DOCUMENTS" shall mean the Borrower's Pledge Agreement, the
Security Agreement, each Subsidiary Guaranty, each Subsidiary Pledge Agreement,
each Subsidiary Security Agreement, the Headquarter's Mortgage, any other
agreement or instrument providing Collateral for the Obligations whether now or
hereafter in existence, and any filings (including, without limitation,
financing statements), instruments, agreements, and documents related thereto or
to this Agreement, and providing the Administrative Agent, for the benefit of
the Lenders, with Collateral for the Obligations.

      "SECURITY INTEREST" shall mean all Liens in favor of the Administrative
Agent, for the benefit of the Administrative Agent and the Lenders, created
hereunder or under any of the Security Documents to secure the Obligations.


                                     - 18 -
<PAGE>


      "SUBORDINATED INDEBTEDNESS" shall mean Indebtedness for Money Borrowed of
the Borrower which is subordinated to the Obligations on terms and conditions
acceptable to the Required Lenders and shall include, without limitation, the
Subordinated Notes.

      "SUBORDINATED NOTES" shall mean those $125,000,000 (9 5/8%) Senior
Subordinated Notes due 2008 of the Borrower.

      "SUBSIDIARY" shall mean, as applied to any Person, (a) any corporation of
which more than fifty percent (50%) of the outstanding stock (other than
directors' qualifying shares) having ordinary voting power to elect a majority
of its board of directors, regardless of the existence at the time of a right of
the holders of any class or classes of securities of such corporation to
exercise such voting power by reason of the happening of any contingency, or any
partnership or limited liability company of which more than fifty percent (50%)
of the outstanding partnership or membership interests, is at the time owned
directly or indirectly by such Person, or by one or more Subsidiaries of such
Person, or by such Person and one or more Subsidiaries of such Person, or (b)
any other entity which is directly or indirectly controlled or capable of being
controlled by such Person, or by one or more Subsidiaries of such Person, or by
such Person and one or more Subsidiaries of such Person. Notwithstanding the
foregoing, Subsidiary shall not include Wireless Alliance.

      "SUBSIDIARY GUARANTY" shall mean that certain Second Amended and Restated
Master Subsidiary Guaranty dated as of the Agreement Date in substantially the
form of EXHIBIT G attached hereto in favor of the Administrative Agent and the
Lenders, given by each Subsidiary of the Borrower, and shall include any similar
agreements executed pursuant to Section 5.14 hereof.

      "SUBSIDIARY PLEDGE AGREEMENT" shall mean that certain Second Amended and
Restated Master Subsidiary Pledge Agreement dated as of the Agreement Date in
substantially the form of EXHIBIT F attached hereto by and between each
Subsidiary of the Borrower having one or more of its own Subsidiaries, on the
one hand, and the Administrative Agent, for itself and on behalf of the Lenders,
on the other hand, and shall include any similar agreements executed pursuant to
Section 5.14 hereof.

      "SUBSIDIARY SECURITY AGREEMENT" shall mean that certain Second Amended and
Restated Master Subsidiary Security Agreement dated as of the Agreement Date in
substantially the form of EXHIBIT G attached hereto by and between each of the
Borrower's Subsidiaries, on the one hand, and the Administrative Agent, for
itself and on behalf of the Lenders, on the other hand, and shall include any
similar agreements executed pursuant to Section 5.14 hereof.

      "TERM LOAN A COMMITMENTS" shall mean the several obligations of the
Lenders having a Term Loan A Commitment to advance to the Borrower an aggregate
amount of up to $450,000,000 at any one time outstanding, in accordance with
their respective Commitment Ratios for Term Loan A Loans, and as such
obligations may be reduced from time to time in each case, pursuant to the terms
hereof; and "TERM LOAN A COMMITMENT" shall mean the individual commitment of
each such Lender to advance Term Loan A Loans hereunder.


                                     - 19 -
<PAGE>


      "TERM LOAN A LOANS" shall mean the amounts advanced by the Lenders holding
a Term Loan A Commitment to the Borrower as Term Loan A Loans and evidenced by
the Term Loan A Notes.

      "TERM LOAN A MATURITY DATE" shall mean April 3, 2008, or as the case may
be, such earlier date as payment of the Obligations shall be due (whether by
acceleration, reduction of the Commitments to zero or otherwise); PROVIDED,
HOWEVER, that if the Subordinated Notes are not repaid or refinanced prior to
the Refinancing Date, the Term Loan A Maturity Date shall accelerate to that
Refinancing Date.

      "TERM LOAN A NOTES" shall mean, collectively, those certain term
promissory notes in the aggregate original principal amount of the Term Loan A
Commitments, and one issued by the Borrower to each of the Lenders having a Term
Loan A Commitment, each substantially in the form of EXHIBIT J attached hereto,
and any extensions, modifications, renewals or replacements of, or amendments
to, any of the foregoing.

      "TERM LOAN B COMMITMENTS" shall mean the several obligations of the
Lenders having a Term Loan B Commitment to advance to the Borrower an aggregate
amount of up to $237,500,000 at any time outstanding, in accordance with their
respective Commitment Ratios for Term Loan B Loans pursuant to the terms hereof,
and as such obligations may be reduced from time to time pursuant to the terms
hereof; and "TERM LOAN B COMMITMENT" shall mean the individual commitment of
each such Lender to advance Term Loan B Loans hereunder.

      "TERM LOAN B LOANS" shall mean the amounts advanced by the Lenders holding
a Term Loan B Commitment to the Borrower as Term Loan B Loans and evidenced by
the Term Loan B Notes.

      "TERM LOAN B MATURITY DATE" shall mean October 3, 2008, or as the case may
be, such earlier date as payment of the Obligations shall be due (whether by
acceleration, reduction of the Commitments to zero or otherwise).

      "TERM LOAN B NOTES" shall mean, collectively, those certain term
promissory notes in the aggregate original principal amount of Term Loan B
Commitment, and one issued by the Borrower to each of the Lenders having a Term
Loan B Commitment, each substantially in the form of EXHIBIT K attached hereto,
and any extensions, modifications, renewals or replacements of, or amendments
to, any of the foregoing.

      "TERM LOAN C COMMITMENTS" shall mean the several obligations of the
Lenders having a Term Loan Commitment to advance to the Borrower an aggregate
amount of up to $237,500,000 at any one time outstanding, in accordance with
their respective Commitment Ratios for Term Loan C Loans pursuant to the terms
hereof; and as such obligations may be reduced from time to time pursuant to the
terms hereof; and "TERM LOAN C COMMITMENT" shall mean the individual commitment
of each such Lender to advance Term Loan C Loans hereunder.


                                     - 20 -
<PAGE>


      "TERM LOAN C LOANS" shall mean the amounts advanced by the Lenders holding
a Term Loan C Commitment to the Borrower as Term Loan C Loans and evidenced by
the Term Loan C Notes.

      "TERM LOAN C MATURITY DATE" shall mean April 3, 2009, or as the case may
be, such earlier date as payment of the Obligations shall be due (whether by
acceleration, reduction of the Commitments to zero or otherwise).

      "TERM LOAN C NOTES" shall mean, collectively, those certain term
promissory notes in the aggregate original principal amount of the Term Loan C
Commitments, and one issued by the Borrower to each of the Lenders having a Term
Loan C Commitment, each substantially in the form of EXHIBIT L attached hereto,
and any extensions, modifications, renewals or replacements of, or amendments
to, any of the foregoing.

      "TERM LOAN NOTES" shall mean, collectively, the Term Loan A Notes, the
Term Loan B Notes and the Term Loan C Notes.

      "TERM LOANS" shall mean, collectively, Term Loan A Loans, Term Loan B
Loans and Term Loan C Loans.

      "TOTAL DEBT" shall mean, for the Borrower and its Subsidiaries on a
consolidated basis as of any date, the sum of (without duplication) (i) the
outstanding principal amount of the Loans, (ii) the aggregate amount of
Capitalized Lease Obligations and Indebtedness for Money Borrowed of such
Persons, and (iii) the aggregate amount of all Guarantees of Indebtedness for
Money Borrowed by such Persons.

      "TOTAL LEVERAGE RATIO" shall mean, as of any date, the ratio of (a) the
Total Debt (for purposes hereof, Total Debt shall not include the principal
amount of any Indebtedness for Money Borrowed equal to the amount of any cash
balance maintained by the Borrower in a segregated deposit account or escrow
account which is designated solely for repayments of such Indebtedness for Money
Borrowed) of the Borrower and its Subsidiaries on a consolidated basis on such
date, to (b) Annualized Operating Cash Flow of the Borrower and its Subsidiaries
on a consolidated basis as of the calendar quarter end being tested or the most
recently completed calendar quarter for which financial statements are required
to have been delivered pursuant to Section 6.1 or 6.2 hereof, as the case may
be.

      "TRITON ACQUISITION" shall mean the Acquisition by the Borrower of
substantially all of the assets of Triton Cellular Partners, L.P.

      "TRITON ASSET PURCHASE AGREEMENT" shall mean that certain Asset Purchase
Agreement dated as of November 6, 1999 among Triton Communications L.L.C., the
Other Triton Parties and the Borrower.

      "TRITON KANSAS PROPERTIES" shall mean all assets acquired in Kansas RSA's
1, 2, 6, 7, 11, 12 and 13.


                                     - 21 -
<PAGE>


      "UNREINVESTED NET PROCEEDS" shall mean the aggregate Net Proceeds from the
sale, transfer or other disposition of an asset in the ordinary course for the
Borrower or any of its Subsidiaries with respect to which (a) the Borrower has
notified the Administrative Agent in writing that the Borrower intends to use
any or all of such Net Proceeds to acquire or purchase an asset as a substitute
or replacement of the asset disposed of within twelve (12) months of the date of
the sale or disposition of the assets (so long as the Borrower is in compliance
with all terms and conditions of this Agreement) and (b) the Borrower uses or
irrevocably commits to be used within such twelve (12) month period; PROVIDED,
HOWEVER, that once applied to reduce the Commitments or repay Loans hereunder,
such Unreinvested Net Proceeds shall cease to be Unreinvested Net Proceeds.

      "WIRELESS ALLIANCE" shall mean Wireless Alliance, L.L.C., a Minnesota
limited liability company.

      Each definition of an agreement in this Article 1 shall include such
agreement as modified, amended or supplemented from time to time in accordance
herewith.

                                    ARTICLE 2

                                      LOANS

      Section 2.1 THE LOANS.

            (a) REVOLVING LOAN COMMITMENT. The Lenders having Revolving Loan
Commitments agree, severally, in accordance with their respective Commitment
Ratios for Revolving Loans, and not jointly, upon the terms and subject to the
conditions of this Agreement, to lend and relend to the Borrower from time to
time, amounts which do not exceed, in the aggregate, at any one time outstanding
the amount of the Revolving Loan Commitment as in effect from time to time.
Subject to the terms and conditions hereof, Advances under the Revolving Loan
Commitment may be repaid and reborrowed from time to time on a revolving basis.

            (b) TERM LOAN A LOANS. The Lenders having Term Loan A Commitments
agree severally, and not jointly, upon the terms and subject to the conditions
of this Agreement to lend to the Borrower, on the Agreement Date, amounts which
do not exceed, (i) in the aggregate at any one time outstanding, the Term Loan A
Commitments and, (ii) individually, such Lender's Term Loan A Commitment, in
each case, as in effect from time to time; PROVIDED, HOWEVER that amounts repaid
under the Term Loan A Commitments may not be reborrowed.

            (c) TERM LOAN B LOANS. The Lenders having Term Loan B Commitments
agree severally, and not jointly, upon the terms and subject to the conditions
of this Agreement to lend to the Borrower on the Agreement Date amounts which do
not exceed, (i) in the aggregate at any one time outstanding, the Term Loan B
Commitments and, (ii) individually, such Lender's Term Loan B Commitment;
PROVIDED, HOWEVER, that amounts repaid under the Term Loan B Commitments may not
be reborrowed.


                                     - 22 -
<PAGE>


            (d) TERM LOAN C LOANS. The Lenders having Term Loan C Commitments
agree severally, and not jointly, upon the terms and subject to the conditions
of this Agreement to lend to the Borrower on the Agreement Date amounts which do
not exceed, (i) in the aggregate at any one time outstanding, the Term Loan C
Commitments and, (ii) individually, such Lender's Term Loan C Commitment;
PROVIDED, HOWEVER, that amounts repaid under the Term Loan C Commitments may not
be reborrowed.

      Section 2.2 MANNER OF BORROWING AND DISBURSEMENT.

            (a) CHOICE OF INTEREST RATE, ETC. Any Advance shall, at the option
of the Borrower, be made as a Base Rate Advance or a LIBOR Advance; PROVIDED,
HOWEVER, that at such time as there shall have occurred and be continuing a
Default hereunder, the Borrower shall not have the right to receive or Continue
a LIBOR Advance or to Convert a Base Rate Advance to a LIBOR Advance. Any notice
given to the Administrative Agent in connection with a requested Advance
hereunder shall be given to the Administrative Agent prior to 11:00 a.m. (New
York, New York time) in order for such Business Day to count toward the minimum
number of Business Days required.

            (b)   BASE RATE ADVANCES.

                  (i) ADVANCES. The Borrower shall give the Administrative Agent
      in the case of Base Rate Advances at least one (1) Business Day's
      irrevocable prior written notice in the form of a Request for Advance, or
      telephonic notice followed immediately by a Request for Advance; PROVIDED,
      HOWEVER, that the Borrower's failure to confirm any telephonic notice with
      a Request for Advance shall not invalidate any notice so given if acted
      upon by the Administrative Agent.

                  (ii) CONVERSIONS. The Borrower may, without regard to the
      applicable Payment Date and upon at least three (3) Business Days'
      irrevocable prior telephonic notice followed by a Request for Advance,
      Convert all or a portion of the principal of a Base Rate Advance to a
      LIBOR Advance. On the date indicated by the Borrower, such Base Rate
      Advance shall be so Converted. The failure to give timely notice hereunder
      with respect to the Payment Date of any Base Rate Advance shall be
      considered a request for a Base Rate Advance.


                                     - 23 -
<PAGE>


            (c)   LIBOR ADVANCES.

                  (i) ADVANCES. Upon request, the Administrative Agent, whose
      determination shall be conclusive, shall determine the available LIBOR
      Bases and shall notify the Borrower of such LIBOR Bases. The Borrower
      shall give the Administrative Agent in the case of LIBOR Advances at least
      three (3) Business Days' irrevocable prior written notice in the form of a
      Request for Advance, or telephonic notice followed immediately by a
      Request for Advance; PROVIDED, HOWEVER, that the Borrower's failure to
      confirm any telephonic notice with a Request for Advance shall not
      invalidate any notice so given if acted upon by the Administrative Agent.

                  (ii) CONVERSIONS AND CONTINUATIONS. At least three (3)
      Business Days prior to the Payment Date for each LIBOR Advance, the
      Borrower shall give the Administrative Agent telephonic notice followed by
      written notice specifying whether all or a portion of such LIBOR Advance
      (A) is to be Continued in whole or in part as one or more LIBOR Advances,
      (B) is to be Converted in whole or in part to a Base Rate Advance, or (C)
      is to be repaid. The failure to give such notice shall preclude the
      Borrower from Continuing such Advance as a LIBOR Advance on its Payment
      Date and shall be considered a request to Convert such Advance to a Base
      Rate Advance. Upon such Payment Date such LIBOR Advance will, subject to
      the provisions hereof, be so Continued, Converted or repaid, as
      applicable.

            (d) NOTIFICATION OF LENDERS. Upon receipt of a Request for Advance,
or a notice from the Borrower with respect to any outstanding Advance (including
a notice of Conversion or Continuation) prior to the Payment Date for such
Advance, the Administrative Agent shall promptly but no later than the close of
business on the day of such notice notify each Lender (or, in the case of an
Advance under the Incremental Facility Commitment, each Lender having an
Incremental Facility Commitment) by telephone or telecopy of the contents
thereof and the amount of such Lender's portion of the Advance. Each Lender (or,
in the case of an Advance under the Incremental Facility Commitment, each Lender
having an Incremental Facility Commitment) shall, not later than 1:00 p.m. (New
York, New York time) on the date of borrowing specified in such notice, make
available to the Administrative Agent at the Administrative Agent's Office, or
at such account as the Administrative Agent shall designate, the amount of its
portion of any Advance which represents an additional borrowing hereunder in
immediately available funds.

            (e)   DISBURSEMENT.

                  (i) Prior to 2:00 p.m. (New York, New York time) on the date
      of an Advance hereunder, the Administrative Agent shall, subject to the
      satisfaction of the conditions set forth in Article 3 hereof, disburse the
      amounts made available to the Administrative Agent by the Lenders in like
      funds by (A) transferring the amounts so made available by wire transfer
      pursuant to the Borrower's instructions, or (B) in the absence of such
      instructions, crediting the amounts so made available to the account of
      the Borrower maintained with the Administrative Agent.


                                     - 24 -
<PAGE>


                  (ii) Unless the Administrative Agent shall have received
      notice from a Lender prior to 12:00 noon (New York, New York time) on the
      date of any Advance that such Lender will not make available to the
      Administrative Agent such Lender's ratable portion of such Advance, the
      Administrative Agent may assume that such Lender has made or will make
      such portion available to the Administrative Agent on the date of such
      Advance and the Administrative Agent may in its sole discretion and in
      reliance upon such assumption, make available to the Borrower on such date
      a corresponding amount. If and to the extent the Lender does not make such
      ratable portion available to the Administrative Agent, such Lender agrees
      to repay to the Administrative Agent on demand such corresponding amount
      together with interest thereon, for each day from the date such amount is
      made available to the Borrower until the date such amount is repaid to the
      Administrative Agent, at the Federal Funds Rate.

                  (iii) If such Lender shall repay to the Administrative Agent
      such corresponding amount, such amount so repaid shall constitute such
      Lender's portion of the applicable Advance for purposes of this Agreement.
      If such Lender does not repay such corresponding amount immediately upon
      the Administrative Agent's demand therefor, the Administrative Agent shall
      notify the Borrower and the Borrower shall immediately pay such
      corresponding amount to the Administrative Agent, with interest at the
      Federal Funds Rate. The failure of any Lender to fund its portion of any
      Advance shall not relieve any other Lender of its obligation, if any,
      hereunder to fund its respective portion of the Advance on the date of
      such borrowing, but no Lender shall be responsible for any such failure of
      any other Lender.

                  (iv) In the event that, at any time when the Borrower is not
      in Default and has otherwise satisfied each of the conditions in Section
      3.2 hereof, a Lender for any reason fails or refuses to fund its portion
      of an Advance and such failure shall continue for a period in excess of
      thirty (30) days, then, until such time as such Lender has funded its
      portion of such Advance (which late funding shall not absolve such Lender
      from any liability it may have to the Borrower), or all other Lenders have
      received payment in full from the Borrower (whether by repayment or
      prepayment) or otherwise of the principal and interest due in respect of
      such Advance, such non-funding Lender shall not have the right (A) to vote
      regarding any issue on which voting is required or advisable under this
      Agreement or any other Loan Document, and such Lender's portion of the
      Loans shall not be counted as outstanding for purposes of determining
      "Required Lenders" hereunder, and (B) to receive payments of principal,
      interest or fees from the Borrower, the Administrative Agent or the other
      Lenders in respect of its portion of the Loans.

      Section 2.3 INTEREST.

            (a) ON BASE RATE ADVANCES. Interest on each Base Rate Advance shall
be computed on the basis of a year of 365/366 days (or, to the extent based on
the Federal Funds Rate, 360 days) for the actual number of days elapsed and
shall be payable at the Base Rate Basis for such Advance, in arrears on the
applicable Payment Date. Interest on Base Rate Advances then outstanding shall
also be due and payable on the Revolving Loan Maturity Date,


                                     - 25 -
<PAGE>


Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date
and Incremental Facility Maturity Date, as applicable.

            (b) ON LIBOR ADVANCES. Interest on each LIBOR Advance shall be
computed on the basis of a 360-day year for the actual number of days elapsed
and shall be payable at the LIBOR Basis for such Advance, in arrears on the
applicable Payment Date, and, in addition, if the Interest Period for a LIBOR
Advance exceeds three (3) months, interest on such LIBOR Advance shall also be
due and payable in arrears on every three-month anniversary of the beginning of
such Interest Period. Interest on LIBOR Advances then outstanding shall also be
due and payable on the Revolving Loan Maturity Date, Term Loan A Maturity Date,
Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility
Maturity Date, as applicable.

            (c) INTEREST IF NO NOTICE OF SELECTION OF INTEREST RATE BASIS. If
the Borrower fails to give the Administrative Agent timely notice of its
selection of a LIBOR Basis, or if for any reason a determination of a LIBOR
Basis for any Advance is not timely concluded, the Base Rate Basis shall apply
to such Advance.

            (d) INTEREST UPON DEFAULT. Immediately upon the occurrence of an
Event of Default hereunder, the outstanding principal balance of the Loans shall
bear interest at the Default Rate. Such interest shall be payable on demand by
the Required Lenders and shall accrue until the earlier of (i) waiver or cure of
the applicable Event of Default, (ii) agreement by the Required Lenders (or, if
applicable to the underlying Event of Default, the Lenders) to rescind the
charging of interest at the Default Rate, or (iii) payment in full of the
Obligations.

            (e) LIBOR CONTRACTS. At no time may the number of outstanding LIBOR
Advances together with any outstanding Base Rate Advances exceed eight (8). For
the purposes of this Section 2.3(e), all outstanding Base Rate Advances shall be
deemed to be a single Base Rate Advance.

            (f)   APPLICABLE MARGIN.

                  (i) REVOLVING LOANS AND TERM LOAN A LOANS. With respect to any
      Advance under the Revolving Loan Commitments or the Term Loan A
      Commitments, the Applicable Margin shall be as set forth in a certificate
      of the chief financial officer of the Borrower delivered to the
      Administrative Agent based upon the Total Leverage Ratio for the most
      recent fiscal quarter end for which financial statements are furnished by
      the Borrower to the Administrative Agent and each Lender as follows:


                                     - 26 -
<PAGE>


<TABLE>
<CAPTION>
                                   BASE RATE ADVANCE          LIBOR ADVANCE
      TOTAL LEVERAGE RATIO         APPLICABLE MARGIN        APPLICABLE MARGIN
      --------------------         -----------------        -----------------

<S>                                      <C>                     <C>
A.  Greater than 7.50:1.00               1.750%                  2.750%

B.  Greater than 7.00:1.00, but          1.625%                  2.625%
    less than or equal to
    7.50:1.00

C.  Greater than 6.50:1.00, but          1.500%                  2.500%
    less than or equal to
    7.00:1.00

D.  Greater than 6.00:1.00, but          1.250%                  2.250%
    less than or equal to
    6.50:1.00

E.  Greater than 5.00:1.00, but          1.000%                  2.000%
    less than or equal to
    6.00:1.00

F.  Greater than 4.00:1.00, but          0.750%                  1.750%
    less than or equal to
    5.00:1.00

G.  Less than or equal to                0.500%                  1.500%
    4.00:1.00
</TABLE>

                  (ii) TERM LOAN B LOANS. With respect to any Advance under the
      Term Loan B Commitments, the Applicable Margin shall be as set forth in a
      certificate of the chief financial officer of the Borrower delivered to
      the Administrative Agent based upon the Total Leverage Ratio for the most
      recent fiscal quarter end for which financial statements are furnished by
      the Borrower to the Administrative Agent and each Lender as follows:

<TABLE>
<CAPTION>
                                   BASE RATE ADVANCE          LIBOR ADVANCE
      TOTAL LEVERAGE RATIO         APPLICABLE MARGIN        APPLICABLE MARGIN
      --------------------         -----------------        -----------------

<S>                                      <C>                     <C>
A.  Greater than 7.00:1.00               2.000%                  3.000%

B.  Less than or equal to                1.750%                  2.750%
    7.00:1.00
</TABLE>

                  (iii) TERM LOAN C LOANS. With respect to any Advance under the
      Term Loan C Commitments, the Applicable Margin shall be as set forth in a
      certificate of the chief financial officer of the Borrower delivered to
      the Administrative Agent based upon the Total Leverage Ratio for the most
      recent fiscal quarter end for which financial statements are furnished by
      the Borrower to the Administrative Agent and each Lender as follows:

<TABLE>
<CAPTION>
                                   BASE RATE ADVANCE          LIBOR ADVANCE
      TOTAL LEVERAGE RATIO         APPLICABLE MARGIN        APPLICABLE MARGIN
      --------------------         -----------------        -----------------

<S>                                      <C>                     <C>
A.  Greater than 7.00:1.00               2.250%                  3.250%

B.  Less than or equal to                2.000%                  3.000%
    7.00:1.00
</TABLE>


                                     - 27 -
<PAGE>


                  (iv) The Applicable Margin on the Agreement Date shall be
      based on the Annualized Operating Cash Flow on the Agreement Date (with
      appropriate adjustment for any Acquisitions or dispositions as provided in
      the definition of "Operating Cash Flow") for the Borrower and the Total
      Debt as of the Agreement Date.

                  (v) Subject to the last sentence hereof, with respect to
      Section 2.3(f)(i), (ii) and (iii), changes to the Applicable Margin shall
      be effective as of the second (2nd) Business Day after the day on which
      the financial statements are delivered to the Administrative Agent and the
      Lenders pursuant to Section 6.1 or 6.2 hereof, as the case may be. Upon
      the occurrence and during the continuance of an Event of Default, the
      Applicable Margins shall not be subject to downward adjustment and shall
      automatically revert to the Applicable Margins set forth in, (A) with
      respect to Section 2.3(f)(i), part A of the table in Section 2.3(f)(i)
      above, (B) with respect to Section 2.3(f)(ii), part (A) of Section
      2.3(f)(ii) above and (C) with respect to Section 2.3(f)(iii), part A of
      Section 2.3(f)(iii) above, in each case, until such time as such Event of
      Default is cured or waived.

      Section 2.4 COMMITMENT FEES. Commencing on and at all times after the
Agreement Date, the Borrower agrees to pay to the Administrative Agent for the
account of each of the Lenders having Revolving Loan Commitments in accordance
with their respective Commitment Ratios for Revolving Loans, a commitment fee on
the aggregate unborrowed balance of the Revolving Loan Commitments for each day
from the Agreement Date until the Revolving Loan Maturity Date, (a) at all times
that the Total Leverage Ratio is greater than 6.50 to 1.00, at a rate of
one-half of one percent (0.500%) per annum and (b) at all times that Total
Leverage Ratio is equal to or less than 6.50 to 1.00, at a rate of three-eighths
of one percent (0.375%) per annum. Such commitment fee shall be computed on the
basis of a year of 365/366 days for the actual number of days elapsed, shall be
payable quarterly in arrears on the last day of each calendar quarter, and shall
be fully earned when due and non-refundable when paid. A final payment of any
commitment fee then payable shall also be due and payable on the Revolving Loan
Maturity Date.

      Section 2.5 MANDATORY REVOLVING LOAN COMMITMENT REDUCTIONS.

            (a) SCHEDULED REDUCTIONS OF REVOLVING LOAN COMMITMENTS. Commencing
on June 30, 2003, and on the last day of each calendar quarter ending during the
periods set forth below, the Revolving Loan Commitments as of June 29, 2003
shall be automatically and permanently reduced by the percentage amount set
forth below (which reductions are in addition to those set forth in Sections
2.5(b) and (c) and 2.6 hereof):

<TABLE>
<CAPTION>
                                                       QUARTERLY PERCENTAGE FOR
                                                        REDUCTION OF REVOLVING
                                                        LOAN COMMITMENTS AS OF
DATES OF REVOLVING LOAN COMMITMENT REDUCTION                 JUNE 29, 2003
--------------------------------------------                 -------------
<S>                                                               <C>
June 30, 2003, September 30, 2003, December 31, 2003
     and March 31, 2004                                           3.125%
</TABLE>


                                     - 28 -
<PAGE>


<TABLE>
<CAPTION>
                                                       QUARTERLY PERCENTAGE FOR
                                                        REDUCTION OF REVOLVING
                                                        LOAN COMMITMENTS AS OF
DATES OF REVOLVING LOAN COMMITMENT REDUCTION                 JUNE 29, 2003
--------------------------------------------                 -------------
<S>                                                               <C>
June 30, 2004, September 30, 2004, December 31, 2004
     and March 31, 2005                                           4.375%

June 30, 2005, September 30, 2005, December 31, 2005
     and March 31, 2006                                           5.000%

June 30, 2006, September 30, 2006, December 31, 2006
     and March 31, 2007                                           6.250%

June 30, 2007, September 30, 2007, December 31, 2007
     and March 31, 2008                                           6.250%
</TABLE>

            (b) REDUCTION FROM EXCESS CASH FLOW. On or prior to March 31, 2004,
and on or prior to each March 31st thereafter during the term of this Agreement,
the Revolving Loan Commitments shall be automatically and permanently reduced by
an amount equal to the repayment of Revolving Loans (and, if applicable, the
Incremental Facility Loans) required under Section 2.7(b)(v) hereof; PROVIDED,
HOWEVER, that if there are no Loans then outstanding or if fifty percent (50%)
of Excess Cash Flow for such period exceeds the Loans then outstanding, the
Revolving Loan Commitments (and, if applicable, the Incremental Facility
Commitments) shall be reduced by an aggregate amount equal to fifty percent
(50%) of Excess Cash Flow for such period, or the excess of fifty percent of the
Excess Cash Flow for such period over the Loans, which reduction shall be in
addition to the reduction set forth in the first part of this Section 2.5(b), as
applicable, regardless of any repayment of the Revolving Loans. Reductions under
this Section 2.5(b) to the Revolving Loan Commitments shall be applied to the
reductions set forth in Section 2.5(a) hereof (and, if applicable, to the
Incremental Facility Commitments shall be applied to the reductions set forth in
the Notice of Incremental Facility Commitments) in inverse order of the
reductions set forth therein.

            (c) REDUCTIONS FROM PERMITTED ASSET SALES. At any time after the
aggregate Unreinvested Net Proceeds from all sales, transfers or other
dispositions of assets of the Borrowers and their Subsidiaries, or from any
insurance or condemnation proceeding in respect of such assets, after the
Agreement Date exceeds $15,000,000, the Revolving Loan Commitments and, if
applicable, the Incremental Facility Commitments shall be automatically and
permanently reduced by an amount equal to the repayment of Revolving Loans and,
if applicable, the Incremental Facility Loans required under Section 2.7(b)(vi)
hereof; PROVIDED, HOWEVER, that if there are no Loans then outstanding, or if
the Unreinvested Net Proceeds exceeds the Loans then outstanding, the Revolving
Loan Commitments and, if applicable, the Incremental Facility Commitments shall
be reduced on a pro rata basis by an aggregate amount equal to such Unreinvested
Net Proceeds, or the excess of such Unreinvested Net Proceeds over the Loans
(which reduction shall be in addition to the reduction set forth in the first
part of this Section 2.5(c)), as applicable, regardless of any repayment of the
Revolving Loans (or, if applicable, the Incremental Facility Loans); PROVIDED
FURTHER, HOWEVER, that, prior to the occurrence or continuance of a Default of
Event or Default, there shall be no reduction of the


                                     - 29 -
<PAGE>


Revolving Loan Commitments hereunder with respect to a disposition of assets (i)
the Net Proceeds of which do not exceed (A) $5,000,000 for any single
transaction (or series of related transactions), and (B) $15,000,000 in the
aggregate during the term hereof, (ii) in the event that Borrower delivers to
the Administrative Agent evidence that the Net Proceeds of such disposition have
been used by the Borrower or its Subsidiaries for any sale/leaseback or similar
arrangement involving the cellular towers owned by the Borrower or its
Subsidiaries, (iii) to the extent that the Total Leverage Ratio is less than 6.0
to 1.0 (before and after giving effect to the application to such proceeds), and
the after-tax Net Proceeds of which are used to retire in whole or in part the
Junior Preferred Stock or (iv) the Net Proceeds of which were realized from the
sale of the Triton Kansas Properties in excess of 7.00 times EBITDA of such
properties, provided that such sale is consummated within twelve (12) months of
the acquisition of the Triton Kansas Properties. Reductions under this Section
2.5(c) to the Revolving Loan Commitments shall be applied to the reductions set
forth in Section 2.5(a) hereof (and, if applicable, to the Incremental Facility
Commitments shall be applied to the reductions set forth in the Notice of
Incremental Facility Commitments) in inverse order of the reductions set forth
therein.

      Section 2.6 VOLUNTARY COMMITMENT REDUCTIONS. The Borrower shall have the
right, at any time and from time to time after the Agreement Date and prior to
the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B
Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date,
as applicable, upon at least three (3) Business Days' prior written notice to
the Administrative Agent, without premium or penalty, to cancel or reduce
permanently all or a portion of the Revolving Loan Commitment (or the
Incremental Facility Commitment) on the basis of the respective Revolving Loan
Commitment Ratios (or the Incremental Facility Commitment Ratios) of the Lenders
applicable to the Revolving Loan Commitment (or the Incremental Facility
Commitment); PROVIDED, HOWEVER, that the Borrower shall reimburse the Lenders
and the Administrative Agent, on demand by the applicable Lender or the
Administrative Agent, for any loss or out-of-pocket expense incurred by any
Lender or the Administrative Agent in connection with such prepayment, as set
forth in Section 2.10 hereof; PROVIDED FURTHER, HOWEVER, that Borrower's failure
to confirm any telephonic notice with a written notice, shall not invalidate any
notice so given if acted upon by the Administrative Agent; PROVIDED FURTHER,
HOWEVER, that any such partial reduction shall be made in an amount not less
than $1,000,000 and in integral multiples of not less than $1,000,000. As of the
date of cancellation or reduction set forth in such notice, the Revolving Loan
Commitments (or the Incremental Facility Commitments) shall be permanently
reduced to the amount stated in the Borrower's notice for all purposes herein,
and the Borrower shall pay to the Administrative Agent for the Lenders the
amount necessary to reduce the principal amount of the Revolving Loans (or
Incremental Facility Loans) then outstanding under the Revolving Loan Commitment
(or the Incremental Facility Commitments) to not more than the amount of the
Revolving Loan Commitment (or the Incremental Facility Commitment) as so
reduced, together with accrued interest on the amount so prepaid and commitment
fees accrued through the date of the reduction with respect to the amount
reduced. Reductions in the Revolving Loan Commitment pursuant to this Section
shall be applied pro rata to the then remaining reductions set forth in Section
2.5(a) hereof in inverse order of the reductions set forth therein.


                                     - 30 -
<PAGE>


      Section 2.7 PREPAYMENTS AND REPAYMENTS.

            (a) PREPAYMENT. The principal amount of any Base Rate Advance may be
prepaid in full or ratably in part at any time, without penalty and without
regard to the Payment Date for such Advance. LIBOR Advances may be prepaid prior
to the applicable Payment Date, upon three (3) Business Days' prior written
notice, or telephonic notice followed immediately by written notice, to the
Administrative Agent; PROVIDED, HOWEVER, that the Borrower shall reimburse the
Lenders and the Administrative Agent, on demand by the applicable Lender or the
Administrative Agent, for any loss or out-of-pocket expense incurred by any
Lender or the Administrative Agent in connection with such prepayment, as set
forth in Section 2.10 hereof; PROVIDED FURTHER, HOWEVER, that Borrower's failure
to confirm any telephonic notice with a written notice, shall not invalidate any
notice so given if acted upon by the Administrative Agent. Any prepayment
hereunder shall be in amounts of not less than $500,000 and in integral
multiples of $100,000. Amounts prepaid pursuant to this Section 2.7 may be
reborrowed, subject to the terms and conditions hereof. Amounts prepaid shall be
paid together with accrued interest on the amount so prepaid and commitment fees
accrued through the date of the reduction with respect to the amount reduced.
Amounts prepaid pursuant to this Section 2.7(a) shall be applied to Term Loan A
Loans, Term Loan B Loans, Term Loan C Loans or Revolving Loans as the Borrower
may direct; PROVIDED, THAT, if the Borrower shall direct amounts prepaid
pursuant to this Section 2.7(a) to be applied to Term Loan A Loans, Term Loan B
Loans or Term Loan C Loans, such amount shall be applied to the scheduled
payments for such Loans in Section 2.7(b) hereof in inverse order of maturity.

            (b)   REPAYMENTS.

                  (i) SCHEDULED REPAYMENTS OF THE TERM LOAN A LOANS. Commencing
      June 30, 2003, the principal balance of the Term Loan A Loans outstanding
      on June 29, 2003 shall be repaid in consecutive quarterly installments on
      the last day of each calendar quarter ending during the periods set forth
      below until paid in full in such amounts as follows:


                                     - 31 -
<PAGE>


<TABLE>
<CAPTION>
                                                   PERCENTAGE OF PRINCIPAL OF
                                                  TERM LOAN A LOANS OUTSTANDING
                                                  ON JUNE 29, 2003 DUE ON LAST
      REPAYMENT DATES                                  DAY OF EACH QUARTER
      ---------------                                  -------------------
<S>                                                           <C>
      June 30, 2003,  September 30, 2003,
           December 31, 2003 and March 31, 2004               3.125%

      June 30, 2004,  September 30, 2004,
           December 31, 2004 and March 31, 2005               4.375%

      June 30, 2005,  September 30, 2005,
           December 31, 2005 and March 31, 2006               5.000%

      June 30, 2006,  September 30, 2006,
           December 31, 2006 and March 31, 2007               6.250%

      June 30, 2007, September 30, 2007,
           December 31, 2007 and March 31, 2008               6.250%
</TABLE>

            (ii) SCHEDULED REPAYMENTS OF TERM LOAN B LOANS. Commencing June 30,
      2003, the principal balance of the Term Loan B Loans outstanding on June
      29, 2003 shall be repaid in consecutive quarterly installments on the last
      day of each calendar quarter ending during the periods set forth below
      until paid in full in such amounts as follows:


                                     - 32 -
<PAGE>


<TABLE>
<CAPTION>
                                                   PERCENTAGE OF PRINCIPAL OF
                                                  TERM LOAN B LOANS OUTSTANDING
                                                  ON JUNE 29, 2003 DUE ON LAST
      REPAYMENT DATES                                  DAY OF EACH QUARTER
      ---------------                                  -------------------
<S>                                                           <C>

      June 30, 2003, September 30, 2003,
           December 31, 2003 and March 31, 2004               0.250%

      June 30, 2004, September 30, 2004,
           December 31, 2004 and March 31, 2005               0.250%

      June 30, 2005, September 30, 2005,
           December 31, 2005 and March 31, 2006               0.250%

      June 30, 2006, September 30, 2006,
           December 31, 2006 and March 31, 2007               0.250%

      June 30, 2007, September 30, 2007,
           December 31, 2007 and March 31, 2008               0.250%

         June 30, 2008 and September 30, 2008                 47.50%
</TABLE>


                                     - 33 -
<PAGE>


            (iii) SCHEDULED REPAYMENTS OF TERM LOAN C LOANS. Commencing June 30,
      2003, the principal balance of the Term Loan C Loans outstanding on June
      29, 2003 shall be repaid in consecutive quarterly installments on the last
      day of each calendar quarter ending during the periods set forth below
      until paid in full in such amounts as follows:

<TABLE>
<CAPTION>
                                                   PERCENTAGE OF PRINCIPAL OF
                                                  TERM LOAN C LOANS OUTSTANDING
                                                  ON JUNE 29, 2003 DUE ON LAST
      REPAYMENT DATES                                  DAY OF EACH QUARTER
      ---------------                                  -------------------
<S>                                                           <C>

      June 30, 2003, September 30, 2003
           December 31, 2003 and March 31, 2004               0.250%

      June 30, 2004, September 30, 2004
           December 31, 2004 and March 31, 2005               0.250%

      June 30, 2005, September 30, 2005
           December 31, 2005 and March 31, 2006               0.250%

      June 30, 2006, September 30, 2006
           December 31, 2006 and March 31, 2007               0.250%

      June 30, 2007, September 30, 2007
           December 31, 2007 and March 30, 2008               0.250%

      June 30, 2008, September 30, 2008
           December 31, 2008 and March 31, 2009               23.75%
</TABLE>

                  (iv) LOANS IN EXCESS OF REVOLVING LOAN COMMITMENTS (AND/OR
      INCREMENTAL FACILITY COMMITMENTS). If, at any time, the amount of the
      Revolving Loans (or the Incremental Facility Loans) then outstanding shall
      exceed the Revolving Loan Commitment (or the Incremental Facility
      Commitment), the Borrower shall, on such date and subject to Sections 2.10
      and 2.11 hereof, make a repayment of the principal amount of the Revolving
      Loans (or the Incremental Facility Loans) in an amount equal to such
      excess, together with any accrued interest and fees with respect thereto.

                  (v) EXCESS CASH FLOW. On March 31, 2004, and on each March
      31st thereafter, the Borrower shall make a repayment of the Loans then
      outstanding in an amount equal to fifty percent (50%) of the Borrower's
      Excess Cash Flow for the immediately preceding calendar year. Subject to
      Section 2.7(b)(xii) hereof, the amount of the Excess Cash Flow required to
      be repaid under this Section 2.7(b)(v) shall be applied first to the Term
      Loans then outstanding (on a pro rata basis for all Term Loans) in inverse
      order of maturity for each Term Loan, second to the Revolving Loans and
      then, if applicable, to the Incremental Facility Loans. Accrued interest
      on the principal


                                     - 34 -
<PAGE>


      amount of the Loans being prepaid pursuant to this Section 2.7(b)(iii) to
      the date of such prepayment will be paid by the Borrower concurrently with
      such principal prepayment.

                  (vi) ASSET SALES. On the twelve (12) calendar month
      anniversary of the date of any disposition or sale of any assets by the
      Borrower or any of its Subsidiaries in accordance with Section 7.4 hereof,
      the Borrower shall make a repayment of the Loans then outstanding in an
      amount equal to such Net Proceeds; PROVIDED, HOWEVER, that prior to the
      occurrence or continuance of a Default of Event or Default, the Borrower
      shall not be required to make a repayment hereunder with respect to a sale
      of assets (i) in the ordinary course of the Borrower's or its
      Subsidiaries' businesses the Net Proceeds of which have been used by the
      Borrower or its Subsidiaries to acquire or purchase an asset as a
      substitute or replacement of the asset disposed of within twelve (12)
      months of the date of such asset disposition so long as the Borrower is in
      compliance with all terms and conditions of this Agreement, (ii) the Net
      Proceeds of which do not exceed (A) $5,000,000 for any single transaction
      (or series of related transactions), and (B) $15,000,000 in the aggregate
      during the term hereof, (iii) in the event that Borrower delivers to the
      Administrative Agent evidence that the Net Proceeds of such disposition
      have been used by the Borrower or its Subsidiaries for any sale/leaseback
      or similar arrangement involving the Borrower's towers, (iv) to the extent
      that the Total Leverage Ratio is less than 6.0 to 1.0 (before and after
      giving effect to the application of such proceeds), and the after-tax Net
      Proceeds of which are used to retire in whole or in part the Junior
      Preferred Stock or (v) the Net Proceeds of which were realized from the
      sale of the to-be-acquired Triton Kansas Properties in excess of 7.00 to
      1.00 EBITDA, provided that such sale is consummated within twelve (12)
      months of the acquisition of such properties. Subject to Section
      2.7(b)(xii) hereof, the amount of the Net Proceeds required to be repaid
      under this Section 2.7(b)(vi) shall be applied to the Term Loans then
      outstanding (on a pro rata basis for all Term Loans) in inverse order of
      maturity for each Term Loan, second to the Revolving Loans and then, if
      applicable, to the Incremental Facility Loans. Accrued interest on the
      principal amount of the Loans being prepaid pursuant to this Section
      2.7(b)(iv) to the date of such prepayment will be paid by the Borrower
      concurrently with such principal prepayment.

                  (vii) REVOLVING LOAN MATURITY DATE. In addition to the
      foregoing, a final payment of all Revolving Loans, together with accrued
      interest and fees with respect thereto, shall be due and payable on the
      Revolving Loan Maturity Date.

                  (viii) TERM LOAN A MATURITY DATE. In addition to the
      foregoing, a final payment of the Term Loan A Loans, together with accrued
      interest and fees with respect thereto, shall be due and payable on the
      Term Loan A Maturity Date.

                  (ix) TERM LOAN B MATURITY DATE. In addition to the foregoing,
      a final payment of Term Loan B Loans, together with accrued interest and
      fees with respect thereto, shall be due and payable on the Term Loan B
      Maturity Date.

                  (x) TERM LOAN C MATURITY DATE. In addition to the foregoing, a
      final payment of Term Loan C Loans, together with accrued interest and
      fees with respect


                                     - 35 -
<PAGE>


      thereto and all other Obligations then outstanding, other than the
      Incremental Facility Loans, if any, shall be due and payable on the Term
      Loan C Maturity Date.

                  (xi) INCREMENTAL FACILITY MATURITY DATE. If applicable, in
      addition to the foregoing, a final payment of the Incremental Facility
      Loans, together with accrued interest and fees with respect thereto, shall
      be due and payable on the Incremental Facility Maturity Date.

                  (xii) PREPAYMENTS UPON DEFAULT OR EVENT OF DEFAULT. After the
      occurrence of and during the continuation of any Default or an Event of
      Default, all amounts received from the Borrower under Sections 2.7(b)(v)
      and (vi) hereunder shall be applied as set forth in Section 8.3 hereunder.

      Section 2.8 NOTES; LOAN ACCOUNTS.

            (a) The Loans shall be repayable in accordance with the terms and
provisions set forth herein and shall be evidenced by the Notes (and, if
applicable, the Incremental Facility Notes). One (1) Term Loan A Note, one (1)
Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if
applicable, one (1) Incremental Facility Note shall be payable to the order of
each Lender, in accordance with such Lender's applicable Commitment Ratio for
Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if
applicable, the Incremental Facility Loans, as the case may be. The Notes shall
be issued by the Borrower to the Lenders and shall be duly executed and
delivered by one or more Authorized Signatories. Any Lender (i) which is not a
U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt
from withholding of United States federal income taxes in respect of payment of
any obligations due to such Lender hereunder relating to any of its Loans if
such Loans were in registered form for United States federal income tax purposes
may request the Borrower (through the Administrative Agent), and the Borrower
agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof
and to issue to such Lender Notes evidencing such Loans as Registered Notes or
to exchange Notes evidencing such Loans for new Registered Notes, as applicable.
Registered Notes may not be exchanged for Notes that are not in registered form.

            (b) Each Lender may open and maintain on its books in the name of
the Borrower a loan account with respect to its portion of the Loans and
interest thereon. Each Lender which opens such a loan account shall debit such
loan account for the principal amount of its portion of each Advance made by it
and accrued interest thereon, and shall credit such loan account for each
payment on account of principal of or interest on its Loans. The records of a
Lender with respect to the loan account maintained by it shall be prima facie
evidence of its portion of the Loans and accrued interest thereon absent
manifest error, but the failure of any Lender to make any such notations or any
error or mistake in such notations shall not affect the Borrower's repayment
obligations with respect to such Loans.


                                     - 36 -
<PAGE>


      Section 2.9 MANNER OF PAYMENT.

            (a) Each payment (including, without limitation, any prepayment) by
the Borrower on account of the principal of or interest on the Loans, commitment
fees and any other amount owed to the Lenders or the Administrative Agent or any
of them under this Agreement or the Notes shall be made not later than 1:00 p.m.
(New York, New York time) on the date specified for payment under this Agreement
to the Administrative Agent at the Administrative Agent's Office, for the
account of the Lenders or the Administrative Agent, as the case may be, in
lawful money of the United States of America in immediately available funds. Any
payment received by the Administrative Agent after 1:00 p.m. (New York, New York
time) shall be deemed received on the next Business Day. Receipt by the
Administrative Agent of any payment intended for any Lender or Lenders hereunder
prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed
to constitute receipt by such Lender or Lenders on such Business Day. In the
case of a payment for the account of a Lender, the Administrative Agent will
promptly, but no later than the close of business on the date such payment is
deemed received, thereafter distribute the amount so received in like funds to
such Lender. If the Administrative Agent shall not have received any payment
from the Borrower as and when due, the Administrative Agent will promptly notify
the Lenders accordingly. In the event that the Administrative Agent shall fail
to make distribution to any Lender as required under this Section 2.9, the
Administrative Agent agrees to pay such Lender interest from the date such
payment was due until paid at the Federal Funds Rate.

            (b) The Borrower agrees to pay principal, interest, fees and all
other amounts due hereunder or under the Notes or the other Loan Documents
without set-off or counterclaim or any deduction whatsoever, including
withholding taxes, excluding, (i) in the case of each Lender and the
Administrative Agent taxes measured by its net income, and franchise taxes
imposed on it by the jurisdiction under the laws of which it is organized or any
political subdivision thereof, (ii) in the case of each Lender, taxes
(including, but not limited to, the Branch Profits Tax under Section 884 of the
Code) measured by its net income, and franchise taxes imposed on it, by the
jurisdiction of such Lender's applicable lending office or any political
subdivision thereof and (iii) in the case of any Lender organized under the laws
of a jurisdiction outside the United States, United States federal withholding
tax payable with respect to payments by the Borrower which would not have been
imposed had such Lender, to the extent then required thereunder, delivered to
the Borrower and the Administrative Agent the forms prescribed by Section 2.13
hereof.

            (c) Prior to the declaration of an Event of Default under Section
8.2 hereof, if some but less than all amounts due from the Borrower are received
by the Administrative Agent with respect to the Obligations, the Administrative
Agent shall distribute such amounts in the following order of priority, all on a
pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any
fees or expenses then due and payable to the Administrative Agent, the Lenders,
or any of them; (ii) to the payment of interest then due and payable on the
Loans; (iii) to the payment of all other amounts not otherwise referred to in
this Section 2.9(c) then due and payable to the Administrative Agent or the
Lenders, or any of them, hereunder or under the Notes or any other Loan
Document; and (iv) to the payment of principal then due and payable on the
Loans.


                                     - 37 -
<PAGE>


            (d) Subject to any contrary provisions in the definition of Interest
Period, if any payment under this Agreement or any of the other Loan Documents
is specified to be made on a day which is not a Business Day, it shall be made
on the next Business Day, and such extension of time shall in such case be
included in computing interest and fees, if any, in connection with such
payment.

      Section 2.10      REIMBURSEMENT.

            (a) Whenever any Lender shall sustain or incur any losses or
reasonable out-of-pocket expenses in connection with (i) failure by the Borrower
to borrow, Convert or Continue any LIBOR Advance after having given notice of
its intention to borrow, Convert or Continue in accordance with Section 2.2
hereof (whether by reason of the Borrower's election not to proceed or the
non-fulfillment of any of the conditions set forth in Article 3 hereof), or (ii)
prepayment (or failure to prepay after giving notice thereof) of any LIBOR
Advance in whole or in part for any reason, the Borrower agrees to pay to such
Lender, upon such Lender's demand, an amount sufficient to compensate such
Lender for all such losses and out-of-pocket expenses. Such Lender's good faith
determination of the amount of such losses or reasonable out-of-pocket expenses,
as set forth in writing and accompanied by calculations in reasonable detail
demonstrating the basis (which need not reflect the purchase of deposits in the
relevant market bearing interest at the rate applicable to such Advance and
having a maturity identical to the Interest Period for such Advance) for its
demand, shall be presumptively correct absent manifest error.

            (b) Losses subject to reimbursement hereunder shall include, without
limiting the generality of the foregoing, lost margins, expenses incurred by any
Lender or any participant of such Lender permitted hereunder in connection with
the re-employment of funds prepaid, paid, repaid, not borrowed, or not paid, as
the case may be, and will be payable whether the Revolving Loan Maturity Date,
Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date
and Incremental Facility Maturity Date, as applicable is changed by virtue of an
amendment hereto (unless such amendment expressly waives such payment) or as a
result of acceleration of the Obligations.

      Section 2.11      PRO RATA TREATMENT.

            (a) ADVANCES. Each Advance under the Revolving Loan Commitments from
the Lenders hereunder shall be made pro rata on the basis of the applicable
Commitment Ratios of the Lenders having a Revolving Loan Commitment. Each
Advance under the Term Loan A Commitment shall be made pro rata on the basis of
the applicable Commitment Ratios of the Lenders having Term Loan A Commitments.
Each Advance under the Term Loan B Commitment shall be made pro rata on the
basis of the applicable Commitment Ratios of the Lenders having Term Loan B
Commitments. Each Advance under the Term Loan C Commitment shall be made pro
rata on the basis of the applicable Commitment Ratios of the Lenders having Term
Loan C Commitments.


                                     - 38 -
<PAGE>


            (b) PAYMENTS. Each payment and prepayment of principal of the Loans,
and, except as provided in Section 2.2(e) and Article 10 hereof, each payment of
interest on the Loans, shall be made to the Lenders having interest in the Loans
being paid pro rata on the basis of their respective unpaid principal amounts
outstanding under the Notes (including, if applicable, the Incremental Facility
Notes) immediately prior to such payment or prepayment. If any Lender shall
obtain any payment (whether involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Loans in excess of its ratable share of
the Loans under its Commitment Ratio, such Lender shall forthwith purchase from
the other Lenders such participations in the portion of the Loans made by them
as shall be necessary to cause such purchasing Lender to share the excess
payment ratably with each of them; PROVIDED, HOWEVER, that if all or any portion
of such excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery. The
Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.11(b) may, to the fullest extent permitted by
law, exercise all its rights of payment (including, without limitation, the
right of set-off) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.

            (c) At the election of the Borrower, amounts to be applied, pursuant
to Sections 2.7(b)(iv), (v) or (vi) hereof, to prepayment of principal bearing
interest at the LIBOR Basis may be remitted into a specifically designated
"DEPOSIT ACCOUNT" and shall not be applied to such prepayment until the end of
the Interest Period ending after the date such payment would otherwise be
required, so as to avoid incurrence of costs required pursuant to Section 2.10
which might otherwise be incurred upon prepayment. In the event the aggregate
amount to be prepaid by reason of Section 2.7(b)(iv),(v) or (vi) hereof exceeds
the amount of principal to be prepaid at the end of the first such Interest
Period to terminate after the relevant date of reduction, the excess shall
remain in such specifically designated Deposit Account until the end of the next
Interest Period, and so on, until the full amount required to be repaid under
Section 2.7(b)(iv),(v) or (vi) hereof has been applied to the Loans. As used
herein, the aforesaid "DEPOSIT ACCOUNT" shall be an interest-bearing account
maintained with the Administrative Agent as part of the Collateral, and Borrower
hereby authorizes the Administrative Agent to apply as set forth above or, at
any time during the continuance of an Event of Default, without further
authorization from the Borrower, the balance of said Deposit Account to the
prepayments required hereunder.

            (d) COMMITMENT REDUCTIONS. Any reduction of the Revolving Loan
Commitments required or permitted hereunder shall reduce, as applicable, the
Revolving Loan Commitment of each Lender having such a commitment on a pro rata
basis based on the Commitment Ratio of such Lender for such commitment.

      Section 2.12 CAPITAL ADEQUACY. If after the date hereof, the adoption of
any Applicable Law regarding the capital adequacy of banks or bank holding
companies, or any change in Applicable Law (whether adopted before or after the
Agreement Date) or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Lender (or the
bank holding company of such Lender) with any directive regarding capital
adequacy (whether or not having the force of law) of any such governmental
authority, central


                                     - 39 -
<PAGE>


bank or comparable agency, has or would have the effect of reducing the rate of
return on any Lender's capital as a consequence of its obligations hereunder
with respect to the Loans and the Commitment to a level below that which it
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy
immediately before such adoption, change or compliance and assuming that such
Lender's capital was fully utilized prior to such adoption, change or
compliance) by an amount reasonably deemed by such Lender to be material, then,
if such Lender exercises its capital adequacy protection rights (if any)
generally for borrowers situated similarly to the Borrower and upon demand by
such Lender, the Borrower shall promptly pay to such Lender such additional
amounts as shall be sufficient to compensate such Lender for such reduced
return, together with interest on such amount from the fourth (4th) Business Day
after the date of demand or the Revolving Loan Maturity Date, Term Loan A
Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and
Incremental Facility Maturity Date, as applicable, until payment in full thereof
at the Default Rate. A certificate of such Lender setting forth the amount to be
paid to such Lender by the Borrower as a result of any event referred to in this
paragraph and supporting calculations in reasonable detail shall be
presumptively correct absent manifest error.

      Section 2.13 LENDER TAX FORMS. On or prior to the Agreement Date or on or
prior to the date such Lender becomes a party hereto pursuant to Section 11.5
hereof, and on or prior to the first Business Day of each calendar year
thereafter, each Lender which is organized in a jurisdiction other than the
United States or state thereof shall provide each of the Administrative Agent
and the Borrower with a properly executed originals of Form 4224 or 1001 (or any
successor form) prescribed by the Internal Revenue Service or other documents
satisfactory to the Borrower and the Administrative Agent, and/or properly
executed Internal Revenue Service Form W-8 or W-9, as the case may be, to the
extent permitted under Applicable Law, certifying (i) as to such Lender's status
for purposes of determining exemption from United States withholding taxes with
respect to all payments to be made to such Lender hereunder and under the Notes
or (ii) that all payments to be made to such Lender hereunder and under the
Notes are subject to such taxes at a rate reduced to zero by an applicable tax
treaty. Each such Lender agrees to provide the Administrative Agent and the
Borrower with new forms prescribed by the Internal Revenue Service upon the
expiration or obsolescence of any previously delivered form, or after the
occurrence of any event requiring a change in the most recent forms delivered by
it to the Administrative Agent and the Borrower.

      Section 2.14      INCREMENTAL FACILITY ADVANCES.

            (a) Subject to the terms and conditions of this Agreement, the
Borrower may request the Incremental Facility Commitment on any Business Day;
PROVIDED, HOWEVER, that the Borrower may not request the Incremental Facility
Commitment or an Incremental Facility Advance after the occurrence and during
the continuance of a Default, including, without limitation, any Event of
Default that would result after giving effect to any Incremental Facility
Advance; and provided, further, that the Borrower may request only one (1)
Incremental Facility Commitment (although such commitment may be from more than
one Lender). The aggregate amount of the Incremental Facility Commitment and
outstanding Incremental Facility Advances shall not exceed $175,000,000. The
maturity date for the Incremental Facility Advances shall be no earlier than
twelve (12) calendar months after the Revolving Loan Maturity Date, Term Loan


                                     - 40 -
<PAGE>


A Maturity Date, Term Loan B Maturity Date and Term Loan C Maturity Date, as
applicable. The decision of any Lender to make an Incremental Facility
Commitment to the Borrower shall be at such Lender's sole discretion and shall
be made in writing. The Incremental Facility Commitment (x) may be in the form
of a revolving credit facility, (y) must not require principal repayment
earlier, or in amount larger (or percentage greater), than those set forth in,
the repayment schedule for the Term Loans or the Revolving Loans as set forth in
Section 2.7(b) hereof and (z) must be governed by this Agreement and the other
Loan Documents and be on terms and conditions no more restrictive than those set
forth herein and therein. Each Lender shall have the right, but not the
obligation, to participate in any Incremental Facility Commitment on a pro rata
basis.

            (b) Prior to the effectiveness of the Incremental Facility
Commitment, the Borrower shall (i) deliver to the Administrative Agent and the
Lenders a Notice of Incremental Facility Commitment in substantially the form of
EXHIBIT C attached hereto; and (ii) provide revised projections to the
Administrative Agent and the Lenders, which shall be in form and substance
reasonably satisfactory to the Administrative Agent and which shall demonstrate
the Borrower's ability to timely repay such Incremental Facility Commitment and
any Incremental Facility Advances thereunder and to comply with the covenants
contained in Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof.

            (c) No Incremental Facility Commitment shall by itself result in any
reduction of the Commitment or of the Commitment Ratio of the Lender making such
Incremental Facility Commitment.

            (d) Incremental Facility Advances (i) shall bear interest at the
Base Rate Basis or the LIBOR Basis; (ii) subject to Section 2.14(a) hereof,
shall be repaid as agreed to by the Borrower and the Lender making such
Incremental Facility Advances; (iii) shall for all purposes be Loans and
Obligations hereunder and under the Loan Documents; (iv) shall be represented by
an Incremental Facility Note in substantially the form of EXHIBIT M attached
hereto; and (v) shall rank pari passu with the other Loans for purposes of
Sections 2.9 and 8.2 hereof.

            (e) Incremental Facility Advances shall be requested by the Borrower
pursuant to a request (which shall be in substantially the form of a Request for
Advance) delivered in the same manner as a Request for Advance, but shall be
funded pro rata only by those Lenders holding the Incremental Facility
Commitment.

      Section 2.15 REPLACEMENT OF LENDERS. The Borrower shall have the right, if
no Default then exists, to replace any Lender (the "REPLACED Lender") with one
or more other assignees permitted under Section 11.5 hereof reasonably
acceptable to the Administrative Agent (the "REPLACEMENT LENDER") if (x) such
Lender is charging the Borrower increased costs pursuant to Section 10.3 hereof
in excess of those being charged generally by the other Lenders or such Lender
becomes incapable of making LIBOR Advances as provided in Section 10.3 hereof
and/or (y) such Lender fails to fund a properly requested Advance at a time when
there does not exist a Default or Event of Default; PROVIDED, HOWEVER, that (i)
at the time of any replacement pursuant to this Section 2.15, the Replacement
Lender and the Replaced Lender shall enter into one or more assignment
agreements (and with all fees payable pursuant to said Section 11.5


                                     - 41 -
<PAGE>


hereof to be paid by the Replacement Lender) pursuant to which the Replacement
Lender shall acquire all of the Commitments and outstanding Loans of the
Replaced Lender and, in connection therewith, shall pay to (x) the Replaced
Lender, an amount equal to the sum of (A) the principal of, and all accrued
interest on, all outstanding Loans of the Replaced Lender, and (B) all accrued,
but theretofore unpaid, fees, owing to the Replaced Lender pursuant to Section
2.4 hereof, and (ii) all obligations of the Borrower owing to the Replaced
Lender (other than those specifically described in clause (i) above in respect
of which the assignment purchase price has been, or is concurrently being, paid,
but including any amounts which would be paid to a Lender pursuant to Section
2.7 hereof if Borrower were prepaying a LIBOR Advance) shall be paid in full to
such Replaced Lender concurrently with such replacement. Upon the execution of
the respective assignment agreement, the payment of amounts referred to in
clauses (i) and (ii) above and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of Notes executed by Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall
cease to constitute a Lender hereunder and be released of all its obligations as
a Lender, except with respect to indemnification provisions applicable to the
Replaced Lender under this Agreement, which shall survive as to such Replaced
Lender.

                                    ARTICLE 3

                              CONDITIONS PRECEDENT

      Section 3.1 CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT. The
obligation of the Lenders to undertake the Commitments, and the effectiveness of
this Agreement are subject to the prior or contemporaneous fulfillment of each
of the following conditions:

            (a)   The Administrative Agent and the Lenders shall have
received each of the following:

                  (i) the loan certificate of the Borrower dated as of the
      Agreement Date, in substantially the form attached hereto as EXHIBIT N,
      including a certificate of incumbency with respect to each Authorized
      Signatory of such Person, together with the following items: (A) a true,
      complete and correct copy of the Certificate of Incorporation and By-laws
      of the Borrower as in effect on the Agreement Date, (B) certificates of
      good standing for the Borrower issued by the Secretary of State or similar
      state official for the state of incorporation of the Borrower and for each
      state in which the Borrower is required to qualify to do business, (C) a
      true, complete and correct copy of the corporate resolutions of the
      Borrower authorizing the Borrower to execute, deliver and perform this
      Agreement and the other Loan Documents, and (D) a true, complete and
      correct copy of any shareholders' agreements or voting trust agreements in
      effect with respect to the stock of the Borrower;

                  (ii) loan certificates of each Subsidiary of the Borrower
      dated as of the Agreement Date and in substantially the form of EXHIBIT O
      attached hereto, including a certificate of incumbency with respect to
      each Authorized Signatory of such Subsidiary, together with the following
      items: (A) a true, complete and correct copy of the Certificate/Articles
      of Incorporation and By-Laws of such Subsidiary as in effect on the


                                     - 42 -
<PAGE>


      Agreement Date, (B) certificates of good standing for such Subsidiary
      issued by the Secretary of State or similar state official for the state
      of incorporation of such Subsidiary and for each state in which such
      Subsidiary is required to qualify to do business, (C) a true, complete and
      correct copy of the corporate resolutions of such Subsidiary authorizing
      such Subsidiary to execute, deliver and perform such Loan Documents to
      which it is a party, and (D) a true, complete and correct copy of any
      shareholders' agreements or voting trust agreements in effect with respect
      to the Capital Stock or membership interests of such Subsidiary;

                  (iii) duly executed Notes;

                  (iv)  duly executed Security Documents;

                  (v) copies of insurance binders or certificates covering the
      assets of the Borrower and its Subsidiaries, and otherwise meeting the
      requirements of Section 5.5 hereof, together with copies of the underlying
      insurance policies;

                  (vi) legal opinions of (A) Lukas, Nace, Gutierrez & Sachs
      Chartered, FCC counsel to the Borrower and its Subsidiaries, and (B) Moss
      & Barnett, special counsel to the Borrower and its Subsidiaries, in
      substantially the forms attached hereto as EXHIBIT P and EXHIBIT Q,
      respectively, each as counsel to the Borrower and its Subsidiaries,
      addressed to each Lender and the Administrative Agent, and dated as of the
      Agreement Date;

                  (vii) duly executed Certificate of Financial Condition in
      substantially the form attached hereto as EXHIBIT B for the Borrower and
      its Subsidiaries on a consolidated and consolidating basis;

                  (viii) any required FCC consents or other required consents to
      the closing of this Agreement and the Triton Acquisition or to the
      execution, delivery and performance of this Agreement and the other Loan
      Documents, each of which shall be in form and substance satisfactory to
      the Administrative Agent and the Lenders;

                  (ix) duly executed UCC-3 termination statements and releases
      with respect to any Liens (other than Permitted Liens, if any) existing on
      the properties or assets being acquired in connection with the Triton
      Acquisition; and

                  (x) all such other documents as either the Administrative
      Agent or any Lender may reasonably request, certified by an appropriate
      governmental official or an Authorized Signatory if so requested.

            (b) The Administrative Agent and the Lenders shall have received
evidence satisfactory to them that all Necessary Authorizations, including,
without limitation, all necessary consents to the closing of this Agreement,
have been obtained or made, are in full force and effect and are not subject to
any pending or, to the knowledge of the Borrower,


                                     - 43 -
<PAGE>


threatened reversal or cancellation, and the Administrative Agent and the
Lenders shall have received a certificate of an Authorized Signatory so stating.

            (c) The Borrower shall have paid to the Administrative Agent for
itself and for the account of each Lender, as applicable, the fees set forth in
those certain fee letter agreements dated the Agreement Date in favor of the
Administrative Agent and each Lender, as the case may be.

            (d) The Administrative Agent and the Lenders shall have received
evidence, in form and substance satisfactory to them, that all conditions
precedent to the closing of the Triton Acquisition have been or will be
satisfied contemporaneously.

            (e) The Borrower shall have provided to the Administrative Agent a
duly executed certificate, in form and substance satisfactory to the
Administrative Agent, setting forth the Total Leverage Ratio of the Borrower on
the Agreement Date, which Total Leverage Ratio shall not exceed 8.0 to 1.0 as
calculated on the Agreement Date after giving effect to any Advances made
hereunder on the Agreement Date.

      Section 3.2 CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the
Lenders to make each Advance on or after the Agreement Date which increases the
principal amount of the Loans outstanding is subject to the fulfillment of each
of the following conditions immediately prior to or contemporaneously with such
Advance:

            (a) All of the representations and warranties of the Borrower under
this Agreement and the other Loan Documents (including, without limitation, all
representations and warranties with respect to the Borrower's Subsidiaries),
which, pursuant to Section 4.2 hereof, are made at and as of the time of such
Advance, shall be true and correct at such time in all material respects, both
before and after giving effect to the application of the proceeds of such
Advance, and after giving effect to any updates to information provided to the
Lenders in accordance with the terms of such representations and warranties, and
no Default hereunder shall then exist or be caused thereby;

            (b) The Administrative Agent shall have received a duly executed
Request for Advance which shall contain evidence satisfactory to the
Administrative Agent that the Borrower is, as of the date of such Advance and
after giving effect thereto, in compliance with Sections 7.8, 7.9, 7.10, 7.11
and 7.12 hereof;

            (c) Each of the Administrative Agent and the Lenders shall have
received all such other certificates, reports, statements, opinions of counsel
(if such Advance is in connection with an Acquisition) or other documents as the
Administrative Agent or any Lender may reasonably request;

            (d) With respect to any Advance relating to any Acquisition or the
formation of any Subsidiary which is permitted hereunder, the Administrative
Agent and the Lenders shall have received such documents and instruments
relating to such Acquisition or formation of a new Subsidiary as are described
in Section 5.14 hereof or otherwise required herein; and


                                     - 44 -
<PAGE>


            (e) No Materially Adverse Effect shall have occurred and no event
shall have occurred which, in the reasonable opinion of the Required Lenders,
may be expected to have a Materially Adverse Effect.

                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

      Section 4.1 REPRESENTATIONS AND WARRANTIES. The Borrower hereby agrees,
represents and warrants, upon the Agreement Date, and at all times thereafter as
required pursuant to the terms hereof, in favor of the Administrative Agent and
each Lender that:

            (a) ORGANIZATION; OWNERSHIP; POWER; QUALIFICATION. The Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Minnesota. The Borrower has the corporate power and authority to
own its properties and to carry on its business as now being and as proposed
hereafter to be conducted. Each Subsidiary of the Borrower is a corporation or
partnership duly organized, validly existing and in good standing under the laws
of the state of its incorporation or formation, as the case may be, and has the
corporate or partnership power, as the case may be, and authority to own its
properties and to carry on its business as now being and as proposed hereafter
to be conducted. The Borrower and each of its Subsidiaries are duly qualified,
in good standing and authorized to do business in each jurisdiction in which the
character of their respective properties or the nature of their respective
businesses requires such qualification or authorization.

            (b) AUTHORIZATION; ENFORCEABILITY. The Borrower has the corporate
power and has taken all necessary corporate action to authorize it to borrow
hereunder, to execute, deliver and perform this Agreement and each of the other
Loan Documents to which it is a party in accordance with their respective terms,
and to consummate the transactions contemplated hereby and thereby. This
Agreement has been duly executed and delivered by the Borrower and is, and each
of the other Loan Documents to which the Borrower is a party is, a legal, valid
and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, subject, as to enforcement of remedies, to the
following qualifications: (i) an order of specific performance and an injunction
are discretionary remedies and, in particular, may not be available where
damages are considered an adequate remedy at law; (ii) enforcement may be
limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction
and other similar laws affecting enforcement of creditors' rights generally
(insofar as any such law relates to the bankruptcy, insolvency or similar event
of the Borrower); and (iii) a court, on equitable grounds, may decline to
enforce certain provisions or allow the exercise of certain remedies based upon
the facts and circumstances that may exist at the time the enforcement or
exercise is sought.

            (c) SUBSIDIARIES; AUTHORIZATION; ENFORCEABILITY. The Borrower's
Subsidiaries and the Borrower's direct and indirect ownership thereof as of the
Agreement Date are as set forth on SCHEDULE 3 attached hereto, and to the extent
such Subsidiaries are corporations, the Borrower has the unrestricted right to
vote the issued and outstanding shares of the Subsidiaries


                                     - 45 -
<PAGE>


shown thereon and such shares of such Subsidiaries have been duly authorized and
issued and are fully paid and nonassessable. Each Subsidiary of the Borrower has
the corporate or partnership power and has taken all necessary corporate or
partnership action to authorize it to execute, deliver and perform each of the
Loan Documents to which it is a party in accordance with their respective terms
and to consummate the transactions contemplated by this Agreement and by such
Loan Documents. Each of the Loan Documents to which any Subsidiary of the
Borrower is a party is a legal, valid and binding obligation of such Subsidiary
enforceable against such Subsidiary in accordance with its terms, subject, as to
enforcement of remedies, to the following qualifications: (i) an order of
specific performance and an injunction are discretionary remedies and, in
particular, may not be available where damages are considered an adequate remedy
at law; (ii) enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization, reconstruction and other similar laws affecting enforcement of
creditors' rights generally (insofar as any such law relates to the bankruptcy,
insolvency or similar event of any such Subsidiary) and (iii) a court, on
equitable grounds, may decline to enforce certain provisions or allow the
exercise of certain remedies based upon the facts and circumstances that may
exist at the time the enforcement or exercise is sought. The Borrower's
ownership interest in each of its Subsidiaries represents a direct or indirect
controlling interest of such Subsidiary for purposes of directing or causing the
direction of the management and policies of each Subsidiary.

            (d) COMPLIANCE WITH OTHER LOAN DOCUMENTS AND CONTEMPLATED
TRANSACTIONS. The execution, delivery and performance, in accordance with their
respective terms, by the Borrower of this Agreement and the Notes, and by the
Borrower and its Subsidiaries of each of the other Loan Documents to which they
are respectively party, and the consummation of the transactions contemplated
hereby and thereby, do not and will not (i) require any consent or approval,
governmental or otherwise, not already obtained, (ii) violate any Applicable Law
respecting the Borrower or any of its Subsidiaries, (iii) conflict with, result
in a breach of, or constitute a default under the certificate or articles of
incorporation or by-laws or partnership agreements, as the case may be, as
amended, of the Borrower or any of its Subsidiaries, or under any material
indenture, agreement, or other instrument, including, without limitation, the
Licenses, to which the Borrower or any of its Subsidiaries is a party or by
which any of them or their respective properties may be bound, or (iv) result in
or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by the Borrower or any of its
Subsidiaries, except for Permitted Liens.

            (e) BUSINESS. The Borrower, together with its Subsidiaries, is
engaged in the business of owning, constructing, managing, operating and
investing in Cellular Systems and other wireless communications and related
businesses.

            (f) LICENSES, ETC. The Licenses have been duly issued and are in
full force and effect. The Borrower and its Subsidiaries are in compliance in
all material respects with all of the provisions thereof. The Borrower and its
Subsidiaries have secured all Necessary Authorizations and all such Necessary
Authorizations are in full force and effect. Except as set forth in SCHEDULE 4
attached hereto, neither any License nor any Necessary Authorization is the
subject of any pending or, to the best of the Borrower's or any of its
Subsidiaries' knowledge, threatened revocation.


                                     - 46 -
<PAGE>


            (g) COMPLIANCE WITH LAW. The Borrower and its Subsidiaries are in
compliance with all Applicable Laws in all material respects, except where the
failure to be in compliance would not, individually or in the aggregate, have a
Materially Adverse Effect.

            (h) TITLE TO ASSETS. As of the Agreement Date, the Borrower and its
Subsidiaries have good, legal and marketable title to, or a valid leasehold
interest in, all of its material assets. None of the properties or assets of the
Borrower or any of its Subsidiaries is subject to any Liens, except for
Permitted Liens. Except for financing statements evidencing Permitted Liens, no
financing statement under the Uniform Commercial Code as in effect in any
jurisdiction and no other filing which names the Borrower or any of its
Subsidiaries as debtor or which covers or purports to cover any of the assets of
the Borrower or any of its Subsidiaries is currently effective and on file in
any state or other jurisdiction, and neither the Borrower nor any of its
Subsidiaries has signed any such financing statement or filing or any security
agreement authorizing any secured party thereunder to file any such financing
statement or filing.

            (i) LITIGATION. There is no action, suit, proceeding or
investigation pending against, or, to the knowledge of the Borrower, threatened
against or in any other manner relating adversely to, the Borrower or any of its
Subsidiaries or any of their respective properties, including without limitation
the Licenses, in any court or before any arbitrator of any kind or before or by
any governmental body (including without limitation the FCC) except as set forth
on SCHEDULE 5 attached hereto (as such schedule may be updated with the consent
of the Required Lenders from time to time). No such action, suit, proceeding or
investigation (i) calls into question the validity of this Agreement or any
other Loan Document, or (ii) individually or collectively involves the
possibility of any judgment or liability not fully covered by insurance which,
if determined adversely to the Borrower or any of its Subsidiaries, would have a
Materially Adverse Effect.

            (j) TAXES. All federal, state and other tax returns of the Borrower
and each of its Subsidiaries required by law to be filed have been duly filed
and all federal, state and other taxes, including, without limitation,
withholding taxes, assessments and other governmental charges or levies required
to be paid by the Borrower or any of its Subsidiaries or imposed upon the
Borrower or any of its Subsidiaries or any of their respective properties,
income, profits or assets, which are due and payable, have been paid, except any
such taxes (i) (x) the payment of which the Borrower or any of its Subsidiaries
is diligently contesting in good faith by appropriate proceedings, (y) for which
adequate reserves have been provided on the books of the Borrower or its
Subsidiaries involved, and (z) as to which no Lien other than a Permitted Lien
has attached and no foreclosure, distraint, sale or similar proceedings have
been commenced, or (ii) which may result from audits not yet conducted. The
charges, accruals and reserves on the books of the Borrower and its Subsidiaries
in respect of taxes are, in the judgment of the Borrower, adequate.

            (k) FINANCIAL STATEMENTS. The Borrower has furnished or caused to be
furnished to the Administrative Agent and the Lenders as of the Agreement Date,
audited financial statements of the Borrower and audited financial statements of
the Subsidiaries of the Borrower on a consolidated basis for the fiscal year
ended December 31, 1999, and unaudited financial statements of the Borrower and
its Subsidiaries on a consolidated basis for the fiscal


                                     - 47 -
<PAGE>


quarter ended September 30, 1999, all of which have been prepared in accordance
with GAAP and present fairly in all material respects the financial position of
the Borrower and its Subsidiaries on a consolidated and consolidating basis, as
the case may be, on and as at such dates and the results of operations for the
periods then ended. Neither the Borrower nor any of its Subsidiaries has any
material liabilities, contingent or otherwise, other than as disclosed in the
financial statements referred to in the preceding sentence or as set forth or
referred to in this Agreement, and there are no material unrealized losses of
the Borrower or any of its Subsidiaries and no material anticipated losses of
the Borrower or any of its Subsidiaries other than (i) writeoffs of the
Borrower's unamortized costs in connection with the Prior Loan Agreement and
(ii) those which have been previously disclosed in writing to the Administrative
Agent and the Lenders and identified as such.

            (l)   NO MATERIAL ADVERSE CHANGE.  There has occurred no event
since December 31, 1999 which has or which could reasonably be expected to
have a Materially Adverse Effect.

            (m) ERISA. The Borrower and each of its Subsidiaries and each of
their respective Plans are in material compliance with ERISA and the Code.
Neither the Borrower nor any of its ERISA Affiliates, including its
Subsidiaries, has incurred any accumulated funding deficiency with respect to
any Employee Pension Plan within the meaning of ERISA or the Code. Neither the
Borrower nor any of its Subsidiaries has made any promises of retirement or
other benefits to employees, except as set forth in the Plans, in written
agreements with such employees, or in the Borrower's employee handbook and
memoranda to employees. Neither the Borrower nor any of its ERISA Affiliates,
including its Subsidiaries, has incurred any material liability to PBGC in
connection with any such Plan; have suffered the imposition of a Lien under
Section 412(m) of the Code; or have been required to provide security as a
result of any amendment to any such Plan as required by Section 401(a)(29) of
the Code. The assets of each such Plan which is subject to Title IV of ERISA are
sufficient to provide the benefits under such Plan, the payment of which PBGC
would guarantee if such Plan were terminated, and such assets are also
sufficient to provide all other "benefit liabilities" (within the meaning of
Section 4041 of ERISA) due under the Plan upon termination. No Reportable Event
which would cause a Materially Adverse Effect has occurred and is continuing
with respect to any such Plan. No such Plan or trust created thereunder, or
party in interest (as defined in Section 3(14) of ERISA), or any fiduciary (as
defined in Section 3(21) of ERISA), has engaged in a "prohibited transaction"
(as such term is defined in Section 406 of ERISA or Section 4975 of the Code)
which would subject such Plan or any other Plan of the Borrower or any of its
Subsidiaries, any trust created thereunder, or any such party in interest or
fiduciary, or any party dealing with any such Plan or any such trust, to the tax
or penalty on "prohibited transactions" imposed by Section 502 of ERISA or
Section 4975 of the Code which would cause a Materially Adverse Effect. Neither
the Borrower nor any of its ERISA Affiliates, including its Subsidiaries, is or
has been obligated to make any payment to a Multiemployer Plan.

            (n) COMPLIANCE WITH REGULATIONS T, U AND X. Neither the Borrower nor
any of its Subsidiaries is engaged principally or as one of its important
activities in the business of extending credit for the purpose of purchasing or
carrying, and neither the Borrower nor any of the Borrower's Subsidiaries owns
or presently intends to acquire, any "margin security" or


                                     - 48 -
<PAGE>


"margin stock" as defined in Regulations T, U, and X (12 C.F.R. Parts 220, 221
and 224) (the "REGULATIONS") of the Board of Governors of the Federal Reserve
System (herein called "MARGIN STOCK"). None of the proceeds of the Loans will be
used, directly or indirectly, for the purpose of purchasing or carrying any
margin stock or for the purpose of reducing or retiring any Indebtedness which
was originally incurred to purchase or carry margin stock or for any other
purpose which might constitute this transaction a "purpose credit" within the
meaning of the Regulations. Neither the Borrower nor any of its Subsidiaries has
taken, caused or authorized to be taken, and will not take any action which
might cause this Agreement or the Notes to violate any of the Regulations or any
other regulation of the Board of Governors of the Federal Reserve System or to
violate the Exchange Act, in each case as now in effect or as the same may
hereafter be in effect. If so requested by the Administrative Agent, the
Borrower will furnish the Administrative Agent with (i) a statement or
statements in conformity with the requirements of Federal Reserve Form U-1 or
G-3 referred to in Regulation U of said Board of Governors and (ii) other
documents evidencing its compliance with the margin regulations, reasonably
requested by the Administrative Agent. Neither the making of the Loans nor the
use of proceeds thereof will violate, or be inconsistent with, the provisions of
any of the Regulations.

            (o) INVESTMENT COMPANY ACT. Neither the Borrower nor any of its
Subsidiaries is required to register under the provisions of the Investment
Company Act of 1940, as amended, and neither the entering into or performance by
the Borrower and its Subsidiaries of this Agreement and the Loan Documents nor
the issuance of the Notes violates any provision of such Act or requires any
consent, approval or authorization of, or registration with, the Securities and
Exchange Commission or any other governmental or public body or authority
pursuant to any provisions of such Act.

            (p) GOVERNMENTAL REGULATION. Neither the Borrower nor any of its
Subsidiaries is required to obtain any consent, approval, authorization, permit
or license which has not already been obtained from, or effect any filing or
registration which has not already been effected with, any federal, state or
local regulatory authority in connection with the execution and delivery of this
Agreement or any other Loan Document. Neither the Borrower nor any of its
Subsidiaries is required to obtain any consent, approval, authorization, permit
or license which has not already been obtained from, or effect any filing or
registration which has not already been effected with, any federal, state or
local regulatory authority in connection with the performance, in accordance
with their respective terms, of this Agreement or any other Loan Document, other
than filing of appropriate UCC financing statements.

            (q) ABSENCE OF DEFAULT, ETC. The Borrower and its Subsidiaries are
in compliance in all respects with all of the provisions of their respective
partnership agreements, Certificates or Articles of Incorporation and By-Laws,
as the case may be, and no event has occurred or failed to occur (including,
without limitation, any matter which could create a Default hereunder by
cross-default) which has not been remedied or waived, the occurrence or
non-occurrence of which constitutes, (i) a Default or (ii) a material default by
the Borrower or any of its Subsidiaries under any indenture, agreement or other
instrument relating to Indebtedness of the Borrower or any of its Subsidiaries
in the amount of $1,000,000 or more in the aggregate, any License, or any
judgment, decree or order to which the Borrower or any of its Subsidiaries is a
party or by which the Borrower or any of its Subsidiaries or any of their


                                     - 49 -
<PAGE>


respective properties may be bound or affected. The Loans are "Senior
Indebtedness" as defined under the terms of the Subordinated Indebtedness.

            (r) ACCURACY AND COMPLETENESS OF INFORMATION. All information,
reports, prospectuses and other papers and data relating to the Borrower or any
of its Subsidiaries and furnished by or on behalf of the Borrower or any of its
Subsidiaries to the Administrative Agent or the Lenders were, at the time
furnished, true, complete and correct in all material respects to the extent
necessary to give the Administrative Agent and the Lenders true and accurate
knowledge of the subject matter, and all projections, consisting of a statement
of operating statistics, an income statement summary, a debt repayment schedule
and pro forma compliance calculations (the "PROJECTIONS") (i) disclose all
assumptions made with respect to costs, general economic conditions, and
financial and market conditions formulating the Projections; (ii) are based on
reasonable estimates and assumptions; and (iii) reflect, as of the date
prepared, and continue to reflect, as of the date hereof, the reasonable
estimate of Borrower of the results of operations and other information
projected therein for the periods covered thereby.

            (s) AGREEMENTS WITH AFFILIATES. Except for agreements or
arrangements with Affiliates wherein the Borrower or one or more of its
Subsidiaries provides services to such Affiliates for fair consideration or
which are set forth on SCHEDULE 6 attached hereto, neither the Borrower nor any
of its Subsidiaries has (i) any written agreements or binding arrangements of
any kind with any Affiliate or (ii) any management or consulting agreements of
any kind with any Affiliate.

            (t) PAYMENT OF WAGES. The Borrower and each of its Subsidiaries are
in compliance with the Fair Labor Standards Act, as amended, in all material
respects, and to the knowledge of the Borrower and each of its Subsidiaries,
such Persons have paid all minimum and overtime wages required by law to be paid
to their respective employees.

            (u) PRIORITY. The Security Interest is a valid and, upon filing of
appropriate UCC financing statements or taking of possession, if applicable,
perfected first priority security interest in the Collateral in favor of the
Administrative Agent, for the benefit of itself and the Lenders, securing, in
accordance with the terms of the Security Documents, the Obligations, and the
Collateral is subject to no Liens other than Permitted Liens. The Liens created
by the Security Documents are enforceable as security for the Obligations in
accordance with their terms with respect to the Collateral subject, as to
enforcement of remedies, to the following qualifications: (i) an order of
specific performance and an injunction are discretionary remedies and, in
particular, may not be available where damages are considered an adequate remedy
at law, and (ii) enforcement may be limited by bankruptcy, insolvency,
liquidation, reorganization, reconstruction and other similar laws affecting
enforcement of creditors' rights generally (insofar as any such law relates to
the bankruptcy, insolvency or similar event of the Borrower or any of its
Subsidiaries, as the case may be).

            (v) INDEBTEDNESS. Except as shown on the financial statements of the
Borrower for the fiscal year ended December 31, 1998 and the Subordinated
Indebtedness, neither the Borrower nor any of its Subsidiaries has outstanding,
as of the Agreement Date, and


                                     - 50 -
<PAGE>


after giving effect to the initial Advances hereunder on the Agreement Date, any
Indebtedness for Money Borrowed other than the Loans.

            (w) SOLVENCY. As of the Agreement Date and after giving effect to
the transactions contemplated by the Loan Documents (i) the property of the
Borrower, at a fair valuation, will exceed its debt; (ii) the capital of the
Borrower will not be unreasonably small to conduct its business; (iii) the
Borrower will not have incurred debts, or have intended to incur debts, beyond
its ability to pay such debts as they mature; and (iv) the present fair salable
value of the assets of the Borrower will be materially greater than the amount
that will be required to pay its probable liabilities (including debts) as they
become absolute and matured. For purposes of this Section, "debt" means any
liability on a claim, and "claim" means (i) the right to payment, whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, undisputed, legal, equitable, secured or unsecured, or (ii)
the right to an equitable remedy for breach of performance if such breach gives
rise to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured, unmatured, undisputed, secured
or unsecured.

      Section 4.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC. All
representations and warranties made under this Agreement and any other Loan
Document shall be deemed to be made, and shall be true and correct, at and as of
the Agreement Date and on the date of each Advance except to the extent
previously fulfilled in accordance with the terms hereof and to the extent
relating specifically to the Agreement Date. All representations and warranties
made under this Agreement and the other Loan Documents shall survive, and not be
waived by, the execution hereof by the Lenders and the Administrative Agent, any
investigation or inquiry by any Lender or the Administrative Agent, or the
making of any Advance under this Agreement.

                                    ARTICLE 5

                                GENERAL COVENANTS

      So long as any of the Obligations is outstanding and unpaid or the Lenders
have an obligation to fund Advances hereunder (whether or not the conditions to
borrowing have been or can be fulfilled), and unless the Required Lenders, or
such greater number of Lenders as may be expressly provided herein, shall
otherwise consent in writing:

      Section 5.1 PRESERVATION OF EXISTENCE AND SIMILAR MATTERS. The Borrower
will, and will cause each of its Subsidiaries to:

            (a) preserve and maintain (i) its existence, and (ii) its material
rights, franchises, licenses and privileges in the state of its incorporation,
including, without limiting the foregoing, the Licenses and all other Necessary
Authorizations; and

            (b) qualify and remain qualified and authorized to do business in
each jurisdiction in which the character of its properties or the nature of its
business requires such qualification or authorization.


                                     - 51 -
<PAGE>


      Section 5.2 BUSINESS; COMPLIANCE WITH APPLICABLE LAW. The Borrower will,
and will cause each of its Subsidiaries to, (a) engage in the business of
owning, constructing, managing, operating and investing in Cellular Systems and
other wireless communications and related businesses and no unrelated
activities, and (b) comply in all material respects with the requirements of all
Applicable Law.

      Section 5.3 MAINTENANCE OF PROPERTIES. The Borrower will, and will cause
each of its Subsidiaries to, maintain or cause to be maintained in the ordinary
course of business in good repair, working order and condition (reasonable wear
and tear excepted) all properties used in their respective businesses (whether
owned or held under lease), other than obsolete equipment or unused assets, and
from time to time make or cause to be made all needed and appropriate repairs,
renewals, replacements, additions, betterments and improvements thereto, except
as to leased properties where the landlord is required to make such repairs, in
which event Borrower shall be under no obligation to do so unless the particular
lease permits the Borrower to do so in the absence of the landlord complying
with its obligations.

      Section 5.4 ACCOUNTING METHODS AND FINANCIAL RECORDS. The Borrower will,
and will cause each of its Subsidiaries on a consolidated and consolidating
basis to, maintain a system of accounting established and administered in
accordance with GAAP, keep adequate records and books of account in which
complete entries will be made in accordance with GAAP and reflecting all
transactions required to be reflected by GAAP and keep accurate and complete
records of their respective properties and assets. The Borrower and each of its
Subsidiaries will maintain a fiscal year ending on December 31st.

      Section 5.5 INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to:

            (a) Maintain insurance, including, without limitation, business
interruption coverage and public liability coverage insurance from responsible
companies in such amounts and against such risks to the Borrower and each of its
Subsidiaries as is standard for similarly situated companies engaged in the
cellular telephone and wireless communications industry.

            (b) Keep their respective assets insured by insurers on terms and in
a manner reasonably acceptable to the Administrative Agent against loss or
damage by fire, flood, theft, burglary, loss in transit, explosions and hazards
insured against by extended coverage, in amounts which are prudent for the
cellular telephone and wireless communications industry and reasonably
satisfactory to the Administrative Agent, all premiums thereon to be paid by the
Borrower and its Subsidiaries.

            (c) Require that each insurance policy provide for at least thirty
(30) days' prior written notice to the Administrative Agent of any termination
of or proposed cancellation or nonrenewal of such policy, and name the
Administrative Agent as additional named lender loss payee and, as appropriate,
additional insured, to the extent of the Obligations.

      Section 5.6 PAYMENT OF TAXES AND CLAIMS. The Borrower will, and will cause
each of its Subsidiaries to, pay and discharge all taxes, including, without
limitation, withholding taxes,


                                     - 52 -
<PAGE>


assessments and governmental charges or levies required to be paid by them or
imposed upon them or their income or profits or upon any properties belonging to
them, prior to the date on which penalties attach thereto, and all lawful claims
for labor, materials and supplies which, if unpaid, might become a Lien or
charge upon any of their properties; except that no such tax, assessment,
charge, levy or claim need be paid which is being diligently contested in good
faith by appropriate proceedings and for which adequate reserves shall have been
set aside on the appropriate books, but only so long as such tax, assessment,
charge, levy or claim does not become a Lien or charge other than a Permitted
Lien and no foreclosure, distraint, sale or similar proceedings shall have been
commenced. The Borrower will, and will cause each of its Subsidiaries to, timely
file all information returns required by federal, state or local tax
authorities.

      Section 5.7 COMPLIANCE WITH ERISA.

            (a) The Borrower will, and will cause its Subsidiaries to, make all
contributions to any Employee Pension Plan when such contributions are due and
not incur any "accumulated funding deficiency" within the meaning of Section
412(a) of the Code, whether or not waived, and will otherwise comply with the
requirements of the Code and ERISA with respect to the operation of all Plans,
except to the extent that the failure to so comply could not have a Materially
Adverse Effect.

            (b) The Borrower will, and will cause its Subsidiaries to, comply in
all respects with the requirements of COBRA with respect to any Plans subject to
the requirements thereof, except to the extent that the failure to so comply
could not have a Materially Adverse Effect.

            (c) The Borrower will furnish to the Administrative Agent (i) within
thirty (30) days after any officer of the Borrower obtains knowledge that a
"prohibited transaction" (within the meaning of Section 406 of ERISA or Section
4975 of the Code) has occurred with respect to any Plan of the Borrower or its
ERISA Affiliates, including its Subsidiaries, that any Reportable Event has
occurred with respect to any Employee Pension Plan or that PBGC has instituted
or will institute proceedings under Title IV of ERISA to terminate any Employee
Pension Plan or to appoint a trustee to administer any Employee Pension Plan, a
statement setting forth the details as to such prohibited transaction,
Reportable Event or termination or appointment proceedings and the action which
it (or any other Employee Pension Plan sponsor if other than the Borrower)
proposes to take with respect thereto, together with a copy of the notice of
such Reportable Event given to PBGC if a copy of such notice is available to the
Borrower, any of its Subsidiaries or any of its ERISA Affiliates, (ii) promptly
after receipt thereof, a copy of any notice the Borrower, any of its
Subsidiaries or any of its ERISA Affiliates or the sponsor of any Plan receives
from PBGC, or the Internal Revenue Service or the Department of Labor which sets
forth or proposes any action or determination with respect to such Plan, (iii)
promptly after the filing thereof, any annual report required to be filed
pursuant to ERISA in connection with each Employee Pension Plan subject to Title
IV of ERISA maintained by the Borrower or any of its ERISA Affiliates, including
the Subsidiaries, and (iv) promptly upon the Administrative Agent's request
therefor, such additional information concerning any such Plan as may be
reasonably requested by the Administrative Agent.

            (d) The Borrower will promptly notify the Administrative Agent of
any excise taxes which have been assessed or, other than as described in
subsection (c) above, which the Borrower, any of its Subsidiaries or any of its
ERISA Affiliates has reason to believe may be assessed against the Borrower, any
of its Subsidiaries or any of its ERISA Affiliates by the Internal Revenue
Service or the Department of Labor with respect to any Plan of the Borrower or
its ERISA Affiliates, including its Subsidiaries.


                                     - 53 -
<PAGE>


            (e) Within the time required for notice to the PBGC under Section
302(f)(4)(A) of ERISA or Section 412(m)(4) of the Code, as the case may be, the
Borrower will notify the Administrative Agent of any lien arising under Section
302(f) of ERISA or Section 412(m) of the Code in favor of any Plan of the
Borrower or its ERISA Affiliates, including its Subsidiaries.

            (f) The Borrower will not, and will not permit any of its
Subsidiaries or any of its ERISA Affiliates to take any of the following actions
or permit any of the following events to occur if such action or event together
with all other such actions or events would subject the Borrower, any of its
Subsidiaries, or any of its ERISA Affiliates to any tax, penalty, or other
liabilities which could have a Materially Adverse Effect:

            (1) engage in any transaction in connection with which the Borrower,
      any of its Subsidiaries or any ERISA Affiliate could be subject to either
      a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax
      imposed by Section 4975 of the Code;

            (2) terminate any Employee Pension Plan in a manner, or take any
      other action, which could result in any liability of the Borrower, any of
      its Subsidiaries or any ERISA Affiliate to the PBGC;

            (3) fail to make full payment when due of all amounts which, under
      the provisions of any Employee Pension Plan, the Borrower, any of its
      Subsidiaries or any ERISA Affiliate is required to pay as contributions
      thereto, or permit to exist any accumulated funding deficiency within the
      meaning of Section 412(a) of the Code, whether or not waived, with respect
      to any Employee Pension Plan;

            (4) permit the present value of all benefit liabilities under all
      Employee Pension Plans which are subject to Title IV of ERISA to exceed
      the present value of the assets of such Plans allocable to such benefit
      liabilities (within the meaning of Section 4041 of ERISA), except as may
      be permitted under actuarial funding standards adopted in accordance with
      Section 412 of the Code; or

            (5) requires the provision of security in favor of any Plan
      maintained by the Borrower or its ERISA Affiliates, including its
      Subsidiaries under Section 401(a)(29) of the Code.

      Section 5.8 VISITS AND INSPECTIONS. The Borrower will, and will cause each
of its Subsidiaries to, permit representatives of the Administrative Agent and
any of the Lenders, upon


                                     - 54 -
<PAGE>


reasonable notice, to (i) visit and inspect the properties of the Borrower or
any of its Subsidiaries during business hours, (ii) inspect and make extracts
from and copies of their respective books and records, and (iii) discuss with
their respective principal officers their respective businesses, assets,
liabilities, financial positions, results of operations and business prospects.
The Borrower will, and will cause each of its Subsidiaries to, also permit
representatives of the Administrative Agent and any of the Lenders to discuss
with their respective accountants the Borrower's and its Subsidiaries'
businesses, assets, liabilities, financial positions, results of operations and
business prospects.

      Section 5.9 PAYMENT OF INDEBTEDNESS; LOANS. Subject to any provisions
herein or in any other Loan Document, the Borrower will, and will cause each of
its Subsidiaries to, pay any and all of their respective Indebtedness when and
as it becomes due or to the extent of trade payables of such Persons otherwise
in accordance with ordinary business practices customary for the wireless
communications industry, other than amounts diligently disputed in good faith
and for which adequate reserves have been set aside in accordance with GAAP.

      Section 5.10 USE OF PROCEEDS. The Borrower will use the aggregate proceeds
of all Advances under the Loans directly or indirectly:

            (a)   to fund Capital Expenditures;

            (b) for working capital needs and other corporate purposes of the
Borrower and its Subsidiaries (including, without limitation, the fees and
expenses incurred in connection with the execution and delivery of this
Agreement) which do not otherwise conflict with this Section 5.10;

            (c) to fund the Triton Acquisition in an aggregate amount not to
exceed $1,240,000,000 on substantially the terms and conditions set forth in the
Triton Asset Purchase Agreement and the fees and expenses incurred by the
Borrower in connection with the Triton Acquisition;

            (d)   to fund Acquisitions as permitted under Section 7.6(e)
hereof;

            (e)   to make Restricted Payments as permitted under Section 7.7
hereof; and

            (f)   to refinance the Borrower's existing bank debt.

No proceeds of Advances hereunder shall be used for the purchase or carrying or
the extension of credit for the purpose of purchasing or carrying, any margin
stock within the meaning of the Regulations.

      Section 5.11 REAL ESTATE. Subject to Section 7.14 hereof, the Borrower
will, and will cause its Subsidiaries to, grant a mortgage to the Administrative
Agent securing the Obligations or such amount thereof as is equal to the fair
market value of such real estate, in form and substance reasonably satisfactory
to the Administrative Agent, covering (a) any parcel of real estate not subject
to a Permitted Lien described in clause (i) of the definition thereof or covered


                                     - 55 -
<PAGE>


by the Headquarter's Mortgage having a fair market value, exclusive of equipment
acquired by the Borrower or any of its Subsidiaries after the Agreement Date,
the value of which exceeds $5,000,000 individually, and (b) all parcels of real
estate owned by the Borrower and its Subsidiaries not subject to a Permitted
Lien described in clause (i) of the definition thereof or covered by the
Headquarter's Mortgage at such time as the aggregate fair market value of all
such real estate equals or exceeds $20,000,000. The Borrower will, and will
cause its Subsidiaries to, deliver to the Administrative Agent all
documentation, including, without limitation, opinions of counsel and policies
of title insurance, which in the reasonable opinion of the Administrative Agent
are appropriate with each such grant, including any phase I environmental audit
requested by the Required Lenders. The Borrower and the Lenders hereby agree
that although the Headquarter's Mortgage will not be recorded on the Agreement
Date the Administrative Agent may, at the direction of the Required Lenders
after the occurrence and during the continuance of an Event of Default, cause
the Headquarter's Mortgage to be recorded in the appropriate jurisdiction and
further agree that upon becoming aware of any change in the recording tax in the
State of Minnesota such that the recording costs for the Headquarter's Mortgage
do not exceed $10,000, the Administrative Agent shall promptly cause the
Headquarter's Mortgage to be recorded in the appropriate jurisdiction. The
Borrower agrees to take any action including, without limitation, the execution
and delivery of any additional mortgage documents or amendments thereto as may
be necessary to permit the actions set forth in the preceding sentence. Any
recording taxes or fees paid by the Administrative Agent in connection with the
Headquarter's Mortgage shall be expenses hereunder and shall be subject to
reimbursement under Sections 9.11 and 11.2 hereof.

      Section 5.12 INDEMNITY. The Borrower agrees to indemnify and hold harmless
each Lender and the Administrative Agent, and each of their respective
affiliates, employees, representatives, shareholders, officers, directors,
trustees and advisors (any of the foregoing shall be an "INDEMNITEE") from and
against any and all claims, liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable attorneys', experts',
agents', consultants' fees and expenses (as such fees and expenses are incurred)
and demands by any party, including, without limitation, the costs of
investigating and defending such claims, whether or not the Borrower, any of its
Subsidiaries or the Person seeking indemnification is the prevailing party (a)
resulting from any breach or alleged breach by the Borrower or any of its
Subsidiaries of any representation or warranty made hereunder or under any other
Loan Document; or (b) otherwise arising out of (i) the Commitment or otherwise
under this Agreement, any Loan Document or any transaction contemplated hereby
or thereby, including, without limitation, the use of the proceeds of Loans
hereunder in any fashion by the Borrower or the performance of their respective
obligations under the Loan Documents by the Borrower or any of its Subsidiaries,
(ii) allegations of any participation by the Lenders or the Administrative
Agent, or any of them, in the affairs of the Borrower or any of its
Subsidiaries, or allegations that any of them has any joint liability with the
Borrower or any of its Subsidiaries arising out of the Commitment or otherwise
under this Agreement or any Loan Document (or the rights of such Person arising
thereunder); (iii) any claims against the Lenders or the Administrative Agent,
or any of them, by any shareholder or other investor in or lender to the
Borrower or any Subsidiary of the Borrower, by any brokers or finders or
investment advisers or investment bankers retained by the Borrower or by any
other third party, arising out of the Commitment or otherwise under this
Agreement; or (c) in connection with taxes (not including federal or state
income taxes or other taxes based




                                     - 56 -
<PAGE>


solely upon the revenues of such Persons), fees, and other charges payable in
connection with the Loans, or the execution, delivery, and enforcement of this
Agreement, the Security Documents, the other Loan Documents, any amendments
thereto or waivers of any of the provisions thereof; unless the Person seeking
indemnification hereunder is determined in such case to have acted with gross
negligence or willful misconduct, in any case, by a final, non-appealable
judicial order. The obligations of the Borrower under this Section 5.12 are in
addition to, and shall not otherwise limit, any liabilities which the Borrower
might otherwise have in connection with any warranties or similar obligations of
the Borrower in any other Loan Document.

      Section 5.13 INTEREST RATE HEDGING. Within ninety (90) days of the
Agreement Date and forty-five (45) days after each Advance, the Borrower shall
enter into (and shall at all times thereafter maintain) one or more Interest
Hedge Agreements with respect to the Borrower's interest obligations on not less
than fifty percent (50%) of the principal amount of the Loans outstanding from
time to time. Such Interest Hedge Agreements shall provide interest rate
protection in conformity with International Swap Dealers Association standards
and for an average period of at least three (3) years from the date of such
Interest Hedge Agreements or, if earlier, until the later of the Revolving Loan
Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C
Maturity Date or Incremental Facility Maturity Date on terms reasonably
acceptable to the Administrative Agent, such terms to include consideration of
the creditworthiness of the other party to the proposed Interest Hedge
Agreement. All Obligations of the Borrower to either Administrative Agent or any
of the Lenders (or any of their Affiliates) pursuant to any Interest Hedge
Agreement and all Liens granted to secure such Obligations shall rank PARI PASSU
with all other Obligations and Liens securing such other Obligations up to the
then effective amount of the Commitments; and any Interest Hedge Agreement
between the Borrower and any other Person shall be unsecured.

      Section 5.14 COVENANTS REGARDING FORMATION OF SUBSIDIARIES AND
ACQUISITIONS; PARTNERSHIP, SUBSIDIARIES. At the time of (i) any Acquisition
permitted hereunder or (ii) the formation of any new Subsidiary of the Borrower
or any of its Subsidiaries which is permitted under this Agreement, the Borrower
will, and will cause its Subsidiaries, as appropriate, to (a) provide to the
Administrative Agent an executed Subsidiary Security Agreement for such new
Subsidiary, in substantially the form of EXHIBIT I attached hereto, together
with appropriate UCC-1 financing statements, as well as an executed Subsidiary
Guaranty for such new Subsidiary, in substantially the form of EXHIBIT G
attached hereto, which shall constitute both Security Documents and Loan
Documents for purposes of this Agreement, as well as a loan certificate for such
new Subsidiary, substantially in the form of EXHIBIT O attached hereto, together
with appropriate attachments; (b) pledge to the Administrative Agent all of the
stock or partnership interests (or other instruments or securities evidencing
ownership) of such Subsidiary or Person which is acquired or formed,
beneficially owned by the Borrower or any of the Borrower's Subsidiaries, as the
case may be, as additional Collateral for the Obligations to be held by the
Administrative Agent in accordance with the terms of the Borrower's Pledge
Agreement, an existing Subsidiary Pledge Agreement, or a new Subsidiary Pledge
Agreement in substantially the form of EXHIBIT H attached hereto, and execute
and deliver to the Administrative Agent all such documentation for such pledge
as, in the reasonable opinion of the Administrative Agent, is appropriate; and
(c) provide revised financial projections for the remainder of the fiscal year
and for each subsequent year until the Revolving Loan Maturity


                                     - 57 -
<PAGE>


Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity
Date and Incremental Facility Maturity Date, as applicable which reflect such
Acquisition or formation, certified by the chief financial officer of the
Borrower, together with a statement by such Person that, to the knowledge of the
Borrower, no Default exists or would be caused by such Acquisition or formation,
and all other documentation, including one or more opinions of counsel,
reasonably satisfactory to the Administrative Agent which in its reasonable
opinion is appropriate with respect to such Acquisition or the formation of such
Subsidiary. Any document, agreement or instrument executed or issued pursuant to
this Section 5.14 shall be a Loan Document for purposes of this Agreement.

      Section 5.15 PAYMENT OF WAGES. The Borrower will, and will cause each of
its Subsidiaries to, at all times comply in all material respects with the
requirements of the Fair Labor Standards Act, as amended, including, without
limitation, the provisions of such Act relating to the payment of minimum and
overtime wages as the same may become due from time to time.

      Section 5.16 FURTHER ASSURANCES. The Borrower will promptly cure, or cause
to be cured, defects in the creation and issuance of any of the Notes and the
execution and delivery of the Loan Documents (including, without limitation,
this Agreement), resulting from any acts or failure to act by the Borrower or
any of the Borrower's Subsidiaries or any employee or officer thereof. The
Borrower at its expense will promptly execute and deliver to the Administrative
Agent and the Lenders, or cause to be executed and delivered to the
Administrative Agent and the Lenders, all such other and further documents,
agreements, and instruments in compliance with or accomplishment of the
covenants and agreements of the Borrower in the Loan Documents, including this
Agreement, or to correct any omissions in the Loan Documents, or more fully to
state the obligations set out herein or in any of the Loan Documents, or to
obtain any consents, all as may be necessary or appropriate in connection
therewith and as may be reasonably requested.

                                    ARTICLE 6

                              INFORMATION COVENANTS

      So long as any of the Obligations is outstanding and unpaid or the Lenders
have an obligation to fund Advances hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Required Lenders shall
otherwise consent in writing, the Borrower will furnish or cause to be furnished
to each Lender and the Administrative Agent, at their respective offices:

      Section 6.1 QUARTERLY FINANCIAL STATEMENTS AND INFORMATION. Within
forty-five (45) days after the last day of each of the first three (3) quarters
of each fiscal year of the Borrower, commencing with the quarter ending March
31, 2000, the balance sheets of the Borrower on a consolidated and consolidating
basis with its Subsidiaries as at the end of such quarter and as of the end of
the preceding fiscal year, and the related statements of operations and the
related statements of cash flows of the Borrower on a consolidated and
consolidating basis with its Subsidiaries for such quarter and for the elapsed
portion of the year ended with the last day of


                                     - 58 -
<PAGE>


such quarter, which shall set forth in comparative form such figures as at the
end of and for such quarter and appropriate prior period and shall be certified
by the chief financial officer, the president or the chief operating officer of
the Borrower to have been prepared in accordance with GAAP and to present fairly
in all material respects the financial position of the Borrower on a
consolidated and consolidating basis with its Subsidiaries as at the end of such
period and the results of operations for such period, and for the elapsed
portion of the year ended with the last day of such period, subject only to
normal year-end and audit adjustments.

      Section 6.2 ANNUAL FINANCIAL STATEMENTS AND INFORMATION. Within one
hundred twenty (120) days after the end of each fiscal year of the Borrower, the
audited consolidated balance sheet of the Borrower and its Subsidiaries as of
the end of such fiscal year and the related audited consolidated and unaudited
consolidating statements of operations for such fiscal year and for the previous
fiscal year, the related audited consolidated statements of cash flow and
stockholders' equity for such fiscal year and for the previous fiscal year,
which shall be accompanied by an opinion, which opinion shall be in scope and
substance reasonably satisfactory to the Administrative Agent, of independent
certified public accountants of recognized national standing acceptable to the
Administrative Agent, together with a statement of such accountants that in
connection with their audit, nothing came to their attention that caused them to
believe that the Borrower was not in compliance with the terms, covenants,
provisions or conditions of Articles 7 and 8 hereof insofar as they relate to
accounting matters.

      Section 6.3 PERFORMANCE CERTIFICATES. At the time the financial statements
are furnished pursuant to Sections 6.1 and 6.2, a certificate of the president
or chief financial officer of the Borrower as to its financial performance, in
substantially the form attached hereto as EXHIBIT R:

            (a) setting forth as and at the end of such quarterly period or
fiscal year, as the case may be, the arithmetical calculations required to
establish (i) any adjustment to the Applicable Margins, as provided for in
Section 2.3(f) hereof, and (ii) whether or not the Borrower was in compliance
with the requirements of Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof;

            (b) setting forth on a consolidated basis for the Borrower and its
Subsidiaries for each such fiscal quarter (i) the number of subscribers at the
beginning of the quarter, (ii) the number of gross new subscribers added and
deactivated subscribers lost during the quarter, and (iii) the number of
subscribers at the end of the quarter; and

            (c) stating that, to the best of his or her knowledge, no Default
has occurred as at the end of such quarterly period or year, as the case may be,
or, if a Default has occurred, disclosing each such Default and its nature, when
it occurred, whether it is continuing and the steps being taken by the Borrower
with respect to such Default.

      Section 6.4 COPIES OF OTHER REPORTS.

            (a) Promptly upon receipt thereof, copies of all reports, if any,
submitted to the Borrower by the Borrower's independent public accountants
regarding the Borrower,


                                     - 59 -
<PAGE>


including, without limitation, any management report prepared in connection with
the annual audit referred to in Section 6.2 hereof.

            (b) Promptly upon receipt thereof, copies of any material adverse
notice or report regarding any License from the FCC.

            (c) From time to time and promptly upon each request, such data,
certificates, reports, statements, documents or further information regarding
the business, assets, liabilities, financial position, projections, results of
operations or business prospects of the Borrower or any of its Subsidiaries, as
the Administrative Agent or any Lender may reasonably request.

            (d) Annually, within ninety (90) days of the last day of each fiscal
year of the Borrower, certificates of insurance indicating that the requirements
of Section 5.5 hereof remain satisfied for such fiscal year, together with
copies of any new or replacement insurance policies obtained during such year.

            (e) Prior to January 31st of each year, the annual budget for the
Borrower and the Borrower's Subsidiaries, including, without limitation,
forecasts of the income statement, the balance sheet and a cash flow statement
for such year, on a quarter by quarter basis.

            (f) Promptly after the sending thereof, copies of all statements,
reports and other information which the Borrower or any of its Subsidiaries
sends to security holders of the Borrower generally or files with the Securities
and Exchange Commission or any national securities exchange.

      Section 6.5 NOTICE OF LITIGATION AND OTHER MATTERS. Notice specifying the
nature and status of any of the following events, promptly, but in any event not
later than fifteen (15) days (or, in the case of Section 6.5(d) hereof, ten (10)
days) after the occurrence of any of the following events becomes known to the
Borrower or any of its Subsidiaries:

            (a) the commencement of all proceedings and investigations by or
before any governmental body and all actions and proceedings in any court or
before any arbitrator against, or to the extent known to the Borrower or any of
its Subsidiaries, in any other way relating materially adversely to the Borrower
or any of its Subsidiaries, or any of their respective properties, assets or
businesses or any License;

            (b) any material adverse change with respect to the business,
assets, liabilities, financial position, results of operations or business
prospects of the Borrower or any of its Subsidiaries other than changes in the
ordinary course of business which have not had and would not reasonably be
expected to have a Materially Adverse Effect and other changes in the industry
in which either the Borrower or any of its Subsidiaries operate which would not
reasonably be expected to have a Materially Adverse Effect;

            (c) any material adverse amendment or change to the financial
projections or annual budget provided to the Lenders by the Borrower;


                                     - 60 -
<PAGE>


            (d) any Default or the occurrence or non-occurrence of any event (i)
which constitutes, or which with the passage of time or giving of notice or both
would constitute a default by the Borrower or any of its Subsidiaries under any
material agreement other than this Agreement and the other Loan Documents to
which the Borrower or any of its Subsidiaries is party or by which any of their
respective properties may be bound, or (ii) which could have a Materially
Adverse Effect, giving in each case a detailed description thereof and
specifying the action proposed to be taken with respect thereto;

            (e) the occurrence of any Reportable Event or a "prohibited
transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of
the Code) with respect to any Plan of the Borrower or any of its Subsidiaries or
the institution or threatened institution by PBGC of proceedings under ERISA to
terminate or to partially terminate any such Plan or the commencement or
threatened commencement of any litigation regarding any such Plan or naming it
or the trustee of any such Plan with respect to such Plan or any action taken by
the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the
Borrower to withdraw or partially withdraw from any Plan or to terminate any
Plan; and

            (f) the occurrence of any event subsequent to the Agreement Date
which, if such event had occurred prior to the Agreement Date, would have
constituted an exception to the representation and warranty in Section 4.1(m)
hereof.

                                    ARTICLE 7

                               NEGATIVE COVENANTS

      So long as any of the Obligations is outstanding and unpaid or the Lenders
have an obligation to fund Advances hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Required Lenders, or
such greater number of Lenders as may be expressly provided herein, shall
otherwise give their prior consent in writing:

      Section 7.1 INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES. The
Borrower shall not, and shall not permit any of its Subsidiaries to, create,
assume, incur or otherwise become or remain obligated in respect of, or permit
to be outstanding, any Indebtedness except:

            (a)   the Obligations;

            (b) operating accounts payable, accrued expenses and customer
advance payments and accrued Plan contributions incurred in the ordinary course
of business;

            (c)   Indebtedness secured by Permitted Liens;

            (d)   obligations under Interest Hedge Agreements with respect to
the Loans;

            (e) Indebtedness of the Borrower, or of any of its Subsidiaries to
the Borrower or any other Subsidiary, so long as the corresponding debt
instruments are pledged to the


                                     - 61 -
<PAGE>

 Administrative Agent as security for the
Obligations and Indebtedness expressly permitted pursuant to Section 7.5 hereof;

            (f) the Incremental Facility;

            (g) (i) secured Indebtedness of the Borrower which does not exceed
$10,000,000 in the aggregate at any one time outstanding, and/or (ii) unsecured
Indebtedness of the Borrower which does not exceed $25,000,000 in the aggregate
at any one time outstanding; PROVIDED, HOWEVER, that the sum of (1) the
aggregate amount of secured Indebtedness permitted pursuant to this Section
7.1(g), PLUS (2) the aggregate amount of unsecured Indebtedness permitted
pursuant to this Section 7.1(g) shall not exceed $25,000,000 in the aggregate at
any one time outstanding, on terms and conditions reasonably satisfactory to the
Administrative Agent;

            (h) Subordinated Indebtedness and Preferred Stock;

            (i) Indebtedness which does not exceed $5,000,000 in the aggregate
at any one time outstanding; PROVIDED, HOWEVER, that such Indebtedness is (i)
purchase money Indebtedness of the Borrower or any of its Subsidiaries that is
incurred or assumed to finance part or all of (but not more than) the purchase
price of a tangible asset in which neither the Borrower nor such Subsidiary had
at any time prior to such purchase any interest other than a security interest
or an interest as lessee under an operating lease, or (ii) Capitalized Lease
Obligations.

      Section 7.2 LIMITATION ON LIENS. The Borrower shall not, and shall not
permit any of its Subsidiaries to, create, assume, incur or permit to exist or
to be created, assumed, incurred or permitted to exist, directly or indirectly,
any Lien on any of its properties or assets, whether now owned or hereafter
acquired, except for Permitted Liens.

      Section 7.3 AMENDMENT AND WAIVER. The Borrower shall not, and shall not
permit any of its Subsidiaries to, without the consent of the Required Lenders,
enter into any amendment of, or agree to or accept or consent to any waiver of
any of the material provisions of, as applicable, (a) its articles or
certificate of incorporation or partnership agreement, (b) its by-laws or
membership agreement, (c) the membership agreement of Wireless Alliance (d) the
Subordinated Notes (or the related indenture) or (e) the Preferred Stock (or the
related indentures).

      Section 7.4 LIQUIDATION, MERGER, OR DISPOSITION OF ASSETS.

            (a) DISPOSITION OF ASSETS. The Borrower shall not, and shall not
permit any of its Subsidiaries to, at any time sell, lease, abandon, or
otherwise dispose of any assets (other than assets disposed of in the ordinary
course of business) without the prior written consent of the Lenders; PROVIDED,
HOWEVER, that the prior written consent of the Lenders shall not be required for
(i) the transfer of assets (including, without limitation, cash or cash
equivalents) among the Borrower and its Subsidiaries (excluding Wireless
Alliance) or for the transfer of assets (including, without limitation, cash or
cash equivalents, but excluding the Licenses) between or


                                     - 62 -
<PAGE>


among Subsidiaries (excluding Wireless Alliance) of the Borrower, (ii)
dispositions of assets the proceeds of which are applied pursuant to Section
2.5(c) or 2.7(b)(vi) hereof (PROVIDED, HOWEVER, that, with respect to such sales
under Section 2.5(c) or 2.7(b)(vi), the Borrower provides to the Administrative
Agent and the Lenders on the date of such sale a certificate reflecting
compliance with the terms and provisions of Sections 7.8, 7.9, 7.10, 7.11 and
7.12 hereof both before and after giving effect to such sale or transfer) or
(iii) the Borrower or any of its Subsidiaries may enter into sale/leaseback
transactions with respect to its cellular towers so long as the documentation
for any such sale/ leaseback or similar arrangement is approved as to form by
the Administrative Agent (such approval not to be unreasonably withheld).

            (b) LIQUIDATION OR MERGER. The Borrower shall not, and shall not
permit any of its Subsidiaries to, at any time liquidate or dissolve itself (or
suffer any liquidation or dissolution) or otherwise wind up, or enter into any
merger, other than (i) a merger or consolidation among the Borrower and one or
more Subsidiaries; PROVIDED, HOWEVER, that the Borrower is the surviving
corporation, or (ii) a merger between or among two or more Subsidiaries, or
(iii) in connection with an Acquisition permitted hereunder effected by a merger
in which the Borrower or, in a merger in which the Borrower is not a party, a
Subsidiary of the Borrower is the surviving corporation.

      Section 7.5 LIMITATION ON GUARANTIES. The Borrower shall not, and shall
not permit any of its Subsidiaries to, at any time Guaranty, assume, be
obligated with respect to, or permit to be outstanding any Guaranty of, any
obligation of any other Person other than (a) a guaranty by endorsement of
negotiable instruments for collection in the ordinary course of business, (b)
obligations under agreements of the Borrower or any of its Subsidiaries entered
into in connection with leases of real property or the acquisition of services,
supplies and equipment in the ordinary course of business of the Borrower or any
of its Subsidiaries, (c) Guaranties of Indebtedness incurred as permitted
pursuant to Section 7.1 hereof (other than Section 7.1(h) hereof), (d) as may be
contained in any Loan Document, including, without limitation, the Subsidiary
Guaranty or (e) in its capacity as a general partner in any of its Subsidiaries.

      Section 7.6 INVESTMENTS AND ACQUISITIONS. The Borrower shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, make any
loan or advance, or otherwise acquire for consideration evidences of
Indebtedness, capital stock or other securities of any Person or other assets or
property (other than assets or property in the ordinary course of business), or
make any Acquisition or Investment; PROVIDED, HOWEVER, that:

            (a) The Borrower or any of its Subsidiaries may, directly or through
a brokerage account, (i) purchase marketable, direct obligations of the United
States of America, its agencies and instrumentalities maturing within three
hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial
paper, money-market funds and business savings accounts issued by corporations,
each of which shall have a combined net worth of at least $100,000,000 and each
of which conducts a substantial part of its business in the United States of
America, maturing within two hundred seventy (270) days from the date of the
original issue thereof, and rated "P-2" or better by Moody's Investors Service,
Inc. or "A-2" or better by Standard and Poor's Ratings Group, a division of
McGraw-Hill, Inc., and (iii) purchase repurchase agreements, bankers'
acceptances, and certificates of deposit maturing within three hundred


                                     - 63 -
<PAGE>


sixty-five (365) days of the date of purchase which are issued by, or time
deposits maintained with, a United States national or state bank the deposits of
which are insured by the Federal Deposit Insurance Corporation or the Federal
Savings and Loan Insurance Corporation and having capital, surplus and undivided
profits totaling more than $100,000,000 and rated "A" or better by Moody's
Investors Service, Inc. or Standard and Poor's Ratings Group, a division of
McGraw-Hill, Inc.;

            (b) So long as no Default then exists or would be caused thereby,
and subject to compliance with Section 5.14 hereof, the Borrower or any of its
Subsidiaries may complete the following Acquisitions: (i) the Triton
Acquisition; and (ii) Acquisitions in the aggregate not to exceed $100,000,000
(including reasonable and customary costs and expenses related to such
Acquisitions) of not less than fifty and one one-hundredth percent (50.01%) of
the ownership interest (after giving effect to any ownership interest acquired
on or prior to the date of such Acquisition as permitted hereunder) in Cellular
Systems, or the right to construct a Cellular System (including, without
limitation, associated construction costs), in an RSA or an MSA or a BTA (in the
case of a PCS System) which is primarily within the same geographic area as or
contiguous to a Cellular System then owned by the Borrower or any of its
Subsidiaries;

            (c) So long as no Default then exists or would be caused thereby,
the Borrower or any of its Subsidiaries may make Investments in an aggregate
amount not to exceed $50,000,000, in Cellular Systems, or the right to construct
a Cellular System (including without limitation, associated construction costs),
in an RSA or an MSA or a BTA (in the case of a PCS System) which is primarily
within the same geographic area as or contiguous to a Cellular System then owned
by the Borrower or any of its Subsidiaries, Capital Expenditures and general
working capital purposes without the consent of the Lenders; PROVIDED, HOWEVER,
that (i) prior to making such Investment, the Borrower shall deliver to the
Administrative Agent and the Lenders a certificate reflecting pro forma
projections and compliance with the terms and conditions of this Agreement from
the date of such Acquisition through the Revolving Loan Maturity Date, Term Loan
A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and
Incremental Facility Maturity Date, as applicable after giving effect to such
Investment and using reasonable assumptions in the opinion of the Required
Lenders; (ii) in the case of any equity investment, any equity interests
received in connection with such Investment are pledged as Collateral for the
Obligations; and (iii) in the case of any loan or extension of Indebtedness,
such loan is evidenced by a promissory note which is assigned as Collateral for
the Obligations;

            (d) So long as no Default then exists or would be caused thereby,
the Borrower or any of its Subsidiaries may make Investments in Wireless
Alliance in an aggregate amount not to exceed $50,000,000 (which amount shall
include, without limitation, any Investment in Wireless Alliance made prior to
the Agreement Date, but exclude Acquisitions made pursuant to Section 7.6(b)
hereof and Investments made pursuant to Section 7.6(e) hereof); PROVIDED,
HOWEVER, that (i) in the case of any equity investment, any equity interests
received in connection with such Investment are pledged as Collateral for the
Obligations and (ii) in the case of any loan or extension of Indebtedness, such
loan is evidenced by a promissory note which is assigned as Collateral for the
Obligations;


                                     - 64 -
<PAGE>


            (e) except so long as no Default then exists or would be caused
thereby, subject to compliance with Section 5.14 hereof, the Borrower may issue
equity interests in the Borrower in exchange for ownership interests in any
Person operating a Cellular System; PROVIDED HOWEVER to the extent that the
Borrower has acquired less than or equal to fifty percent (50%) of the total
ownership interests in such Person, no such acquired ownership interest subjects
the Borrower to any obligation to fund additional capital or otherwise make any
Investment (in cash or otherwise) in such Person; and

            (f) During such time as any Cooperative Lender shall be a Lender,
the Borrower may purchase such non-voting equity interests in such Cooperative
Lender represented by participation certificates of such Cooperative Lender as
such Cooperative Lender may from time to time require in accordance with such
Cooperative Lender's bylaws and "Loan-Based Capital Plan." Each Cooperative
Lender shall have a statutory first Lien on the equity in such Cooperative
Lender to secure all obligations of the Borrower to such Cooperative Lender, and
such Lien shall be deemed to constitute a Permitted Lien hereunder. No
Cooperative Lender shall be obligated to set off or otherwise apply such
equities to the Borrower's obligations to the Cooperative Lender.

      Section 7.7 RESTRICTED PAYMENTS AND PURCHASES. The Borrower shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, declare or
make any Restricted Payment or Restricted Purchase; PROVIDED, HOWEVER, that so
long as no Default hereunder then exists or would be caused thereby, (a) and so
long as a Subsidiary of the Borrower is not obligated on any Indebtedness to the
Borrower or any of its Subsidiaries, such Subsidiary may make distributions to
(i) any partner or shareholder of such Subsidiary holding a minority position
with respect to such Subsidiary, so long as such Subsidiary makes a
contemporaneous pro rata distribution to the Borrower or any of its
Subsidiaries, and such partner or shareholder is not an Affiliate of the
Borrower, (ii) the Borrower or any of its Subsidiaries, (b) the Borrower may
make scheduled interest payments, when such payments are due and payable, on any
Subordinated Indebtedness to the extent such Subordinated Indebtedness has
scheduled payments permitted hereunder in accordance with any subordination
provisions thereunder, (c) the Borrower may make scheduled dividend payments,
when such payments are due and payable on any Preferred Stock to the extent such
Preferred Stock has scheduled dividend payments permitted hereunder in
accordance with any subordination provisions thereunder and (d) the Borrower may
repay in whole or in part the Junior Preferred Stock pursuant to Section
2.7(b)(vi) hereunder.

      Section 7.8 TOTAL LEVERAGE RATIO. (a) As of the end of any calendar
quarter, and (b) at the time of any Advance hereunder (after giving effect to
such Advance), the Borrower shall not permit its Total Leverage Ratio to exceed
the ratios set forth below during the periods indicated:

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

<S>                                                   <C>
            Agreement Date through                    8.50:1.00
            June 30, 2000

            July 1, 2000 through                      7.50:1.00
            December 31, 2000
</TABLE>


                                     - 65 -
<PAGE>


<TABLE>
<S>                                                   <C>
            January 1, 2001 through                   7.25:1.00
            June 30, 2001

            July 1, 2001 through                      6.50:1.00
            December 31, 2001

            January 1, 2002 through                   6.00:1.00
            December 31, 2002

            January 1, 2003 and thereafter            5.00:1.00
</TABLE>

            Notwithstanding anything herein to the contrary, the Total Leverage
Ratio on the Agreement Date shall (after giving effect to the initial Advances
hereunder) be less than or equal to 8.00 to 1.00.

      Section 7.9 SENIOR LEVERAGE RATIO. (a) As of the end of any calendar
quarter, and (b) at the time of any Advance hereunder (after giving effect to
such Advance), the Borrower shall not permit the ratio of (i) the principal
amount of the Loans outstanding on such date to (ii) its Annualized Operating
Cash Flow (as of the calendar quarter end being tested, or as of the most
recently completed calendar quarter for which financial statements are required
to have been delivered pursuant to Section 6.1 or 6.2 hereof, as the case may
be) to exceed the ratios set forth below during the periods indicated:

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

<S>                                                   <C>
            Agreement Date through                    7.50:1.00
            June 30, 2000

            July 1, 2000 through                      7.00:1.00
            December 31, 2000

            January 1, 2001 through                   6.25:1.00
            June 30, 2001

            July 1, 2001 through                      5.50:1.00
            December 31, 2001

            January 1, 2002 through

            December 31, 2002                         5.00:1.00

            January 1, 2003 and thereafter            4.50:1.00
</TABLE>

      Section 7.10 ANNUALIZED OPERATING CASH FLOW TO PRO FORMA DEBT SERVICE. (a)
As of the end of any calendar quarter, and (b) at the time of any Advance
hereunder (after giving effect to such Advance), the Borrower shall not permit
the ratio of (i) its Annualized Operating Cash


                                     - 66 -
<PAGE>


Flow (as of the calendar quarter end being tested, or as of the most recently
completed calendar quarter for which financial statements are required to have
been delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be) to
(ii) the sum of (A) its Pro Forma Debt Service for the four (4) calendar
quarters immediately following the calculation date and (B) Interest Expense for
the four (4) calendars quarters immediately preceding the calculation date, to
be less than 1.20 to 1.00.

      Section 7.11 ANNUALIZED OPERATING CASH FLOW TO INTEREST EXPENSE. (a) As of
the end of any calendar quarter, and (b) at the time of any Advance hereunder
(after giving effect to such Advance), the Borrower shall not permit the ratio
of (i) its Annualized Operating Cash Flow (as of the calendar quarter end being
tested, or as of the most recently completed calendar quarter for which
financial statements are required to have been delivered pursuant to Section 6.1
or 6.2 hereof, as the case may be) to (ii) its Interest Expense for the twelve
(12) calendar months immediately preceding the calculation date to be less than
the ratios set forth below for the periods indicated:

<TABLE>
<CAPTION>
                                                ANNUALIZED OPERATING CASH
            PERIOD                              FLOW TO INTEREST EXPENSE
            ------                              ------------------------

<S>                                                   <C>
            Agreement Date through                    1.25:1.00
            June 30, 2000

            July 1, 2000 through                      1.50:1.00
            June 30, 2001

            July 1, 2001 and                          2.00:1.00
            thereafter
</TABLE>

      Section 7.12 FIXED CHARGE COVERAGE RATIO (a) As of the end of any calendar
quarter, and (b) at the time of any Advance hereunder (after giving effect to
such Advance), the Borrower shall not permit the ratio of (i) its Annualized
Operating Cash Flow (as of the calendar quarter end being tested, or as of the
most recently completed calendar quarter for which financial statements are
required to have been delivered pursuant to Section 6.1 or 6.2 hereof, as the
case maybe) to (ii) the sum of, without duplication, for the twelve (12)
calendar months preceding the calculation date (A) Capital Expenditures made
during such period PLUS (B) Debt Service for such period PLUS (C) Restricted
Payments made during such period to be less than 1.00:1.00.

      Section 7.13 AFFILIATE TRANSACTIONS. Except as specifically provided
herein and as may be described on SCHEDULE 6 attached hereto, the Borrower shall
not, and shall not permit any of its Subsidiaries to, at any time engage in any
transaction with an Affiliate, or make an assignment or other transfer of any of
its properties or assets to any Affiliate, on terms less advantageous to the
Borrower or such Subsidiary than would be the case if such transaction had been
effected with a non-Affiliate.


                                     - 67 -
<PAGE>


      Section 7.14 REAL ESTATE. The Borrower shall not, and shall cause each of
its Subsidiaries not to, purchase real estate; PROVIDED, HOWEVER, that subject
to Section 5.11 hereof, the Borrower and each of its Subsidiaries may purchase
real estate solely for use in the business of the Borrower and its Subsidiaries.

      Section 7.15 ERISA LIABILITIES. The Borrower shall not, and shall cause
each of its ERISA Affiliates not to, (i) permit the assets of any of their
respective Employee Pension Plans to be less than the amount necessary to
provide all accrued benefits under such Plans, or (ii) enter into any
Multiemployer Plan.

                                    ARTICLE 8

                                     DEFAULT

      Section 8.1 EVENTS OF DEFAULT. Each of the following shall constitute an
Event of Default, whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any
governmental or non-governmental body:

            (a) Any representation or warranty made under this Agreement or any
other Loan Document shall prove incorrect or misleading in any material respect
when made or deemed to be made pursuant to Section 4.2 hereof;

            (b) The Borrower shall default in the payment of: (i) any interest
under any of the Notes (or Incremental Facility Notes) or fees or other amounts
payable to the Lenders and the Administrative Agent under any of the Loan
Documents, or any of them, when due, and such Default shall not be cured by
payment in full within five (5) Business Days from the due date; or (ii) any
principal under any of the Notes (or Incremental Facility Notes) when due;

            (c) The Borrower shall default (i) in the performance or observance
of any agreement or covenant contained in Sections 5.2(a), 5.10, 6.5, 7.1, 7.2
(if the event causing such default is consensual in nature), 7.4, 7.5, 7.6, 7.7,
7.8, 7.9, 7.10, 7.11, and 7.12 hereof; or (ii) in providing any financial
statement or report under Article 6 hereof, and, with respect to this clause
(ii) only, such Default shall not be cured by delivery thereof within a period
of fifteen (15) days from the later of (x) occurrence of such Default and (y)
the date on which such Default became known to the Borrower;

            (d) The Borrower shall default in the performance or observance of
any other agreement or covenant contained in this Agreement not specifically
referred to elsewhere in this Section 8.1, and such default shall not be cured
within a period of thirty (30) days from the later of (i) occurrence of such
default and (ii) the date on which such default became known to the Borrower;

            (e) There shall occur any default in the performance or observance
of any agreement or covenant or breach of any representation or warranty
contained in any of the Loan Documents (other than this Agreement or as
otherwise provided in this Section 8.1) by the


                                     - 68 -
<PAGE>


Borrower, any of its Subsidiaries, or any other obligor thereunder, which shall
not be cured within a period of thirty (30) days from the later of (i)
occurrence of such default and (ii) the date on which such default became known
to the Borrower;

            (f) There shall be entered and remain unstayed a decree or order for
relief in respect of the Borrower or any of its Subsidiaries under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy law or other similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar
official of the Borrower or any of its Subsidiaries, or of any substantial part
of their respective properties, or ordering the winding-up or liquidation of the
affairs of the Borrower or any of its Subsidiaries; or an involuntary petition
shall be filed against the Borrower or any of its Subsidiaries and a temporary
stay entered, and (i) such petition and stay shall not be diligently contested,
or (ii) any such petition and stay shall continue undismissed for a period of
sixty (60) consecutive days;

            (g) The Borrower or any of its Subsidiaries shall file a petition,
answer or consent seeking relief under Title 11 of the United States Code, as
now constituted or hereafter amended, or any other applicable federal or state
bankruptcy law or other similar law, or the Borrower or any of its Subsidiaries
shall consent to the institution of proceedings thereunder or to the filing of
any such petition or to the appointment or taking of possession of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Borrower or any of its Subsidiaries or of any substantial part of their
respective properties, or the Borrower or any of its Subsidiaries shall fail
generally to pay their respective debts as they become due or shall be
adjudicated insolvent; the Borrower shall suspend or discontinue its business;
the Borrower or any of its Subsidiaries shall have concealed, removed any of its
property with the intent to hinder or defraud its creditors or shall have made a
fraudulent or preferential transfer under any applicable fraudulent conveyance
or bankruptcy law, or the Borrower or any of its Subsidiaries shall take any
action in furtherance of any such action;

            (h) A judgment not covered by insurance or indemnification, where
the indemnifying party has agreed to indemnify and is financially able to do so,
shall be entered by any court against the Borrower or any of its Subsidiaries
for the payment of money which exceeds singly or in the aggregate with other
such judgments, $1,000,000, or a warrant of attachment or execution or similar
process shall be issued or levied against property of the Borrower or any of its
Subsidiaries which, together with all other such property of the Borrower or any
of its Subsidiaries subject to other such process, exceeds in value $1,000,000
in the aggregate, and if, within thirty (30) days after the entry, issue or levy
thereof, such judgment, warrant or process shall not have been paid or
discharged or stayed pending appeal or removed to bond, or if, after the
expiration of any such stay, such judgment, warrant or process shall not have
been paid or discharged or removed to bond;

            (i) (i) There shall be at any time any "accumulated funding
deficiency," as defined in ERISA or in Section 412 of the Code, with respect to
any Plan maintained by the Borrower or any of its Subsidiaries or any ERISA
Affiliate, or to which the Borrower or any of its Subsidiaries or any ERISA
Affiliate has any liabilities, or any trust created thereunder; or a trustee
shall be appointed by a United States District Court to administer any such
Plan; or


                                     - 69 -
<PAGE>


(ii) PBGC shall institute proceedings to terminate any such Plan; or (iii) the
Borrower or any of its Subsidiaries or any ERISA Affiliate shall incur any
liability to PBGC in connection with the termination of any such Plan; or (iv)
any Plan or trust created under any Plan of the Borrower or any of its
Subsidiaries or any ERISA Affiliate shall engage in a "prohibited transaction"
(as such term is defined in Section 406 of ERISA or Section 4975 of the Code)
which would subject any such Plan, any trust created thereunder, any trustee or
administrator thereof, or any party dealing with any such Plan or trust to the
tax or penalty on "prohibited transactions" imposed by Section 502 of ERISA or
Section 4975 of the Code which has or could be reasonably likely to have a
Materially Adverse Effect and which is not cured to the reasonable satisfaction
of the Required Lenders within thirty (30) days from the later of (A) the
occurrence of such event or (B) the date on which such event became known to the
Borrower; or (v) the Borrower or any of its Subsidiaries or any ERISA Affiliate
shall adopt or otherwise contribute to a Multiemployer Plan.

            (j) Any event not referred to elsewhere in this Section 8.1 shall
occur which has a Materially Adverse Effect and such event shall not be cured
within a period of thirty (30) days from the later of (i) occurrence of such
event and (ii) the date on which such event became known to the Borrower or any
of its Subsidiaries;

            (k) There shall occur (i) any acceleration of the maturity of any
Indebtedness of the Borrower or any of its Subsidiaries in an aggregate
principal amount exceeding $1,000,000, or, as a result of a failure to comply
with the terms thereof, such Indebtedness shall otherwise become due and
payable; (ii) any event or condition the occurrence of which would permit such
acceleration of such Indebtedness, or which, as a result of a failure to comply
with the terms thereof, would make such Indebtedness otherwise due and payable,
and which event or condition has not been cured within any applicable cure
period or waived in writing prior to any declaration of an Event of Default or
acceleration of the Loans hereunder; or (iii) any material default under any
Interest Hedge Agreement which would permit the obligation of the Borrower to
make payments to the counterparty thereunder to be then due and payable;

            (l) The FCC shall deliver to the Borrower or any of its Subsidiaries
an order to show cause why an order of revocation should not be issued based
upon any alleged attribution of alien ownership (within the meaning of 47 U.S.C.
ss. 310(b) and any interpretation of the FCC thereunder) to the Borrower or any
of its Subsidiaries and (i) such order shall not have been rescinded within
thirty (30) days after such delivery or (ii) in the reasonable judgment of the
Required Lenders, proceedings by or before the FCC related to such order are
reasonably likely to result in one or more orders of revocation and would
constitute an Event of Default under Section 8.1(m) hereof;

            (m) One or more Licenses shall be terminated or revoked or
substantially adversely modified such that the Borrower and its Subsidiaries are
no longer able to operate the related Cellular System or Systems or portions
thereof and retain the revenue received therefrom or any such License shall fail
to be renewed at the stated expiration thereof such that the Borrower and its
Subsidiaries are no longer able to operate the related Cellular System or
Systems or portions thereof and retain the revenue received therefrom, and the
overall effect of such termination, revocation or failure to renew would be to
reduce Operating Cash Flow


                                     - 70 -
<PAGE>


(determined as at the last day of the most recently ended fiscal year of the
Borrower) by ten percent (10%) or more;

            (n) Any "person" or "group" (within the meaning of Sections 13(d)(3)
and 14(d)(2) of the Exchange Act or any successor provision to either of the
foregoing, including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of fifty percent (50%) or more
of the voting or economic Capital Stock of the Borrower;

            (o) Any Loan Document or any material provision thereof, shall at
any time and for any reason be declared by a court of competent jurisdiction to
be null and void, or a proceeding shall be commenced by the Borrower or any of
its Subsidiaries or by any governmental authority having jurisdiction over the
Borrower or any of its Subsidiaries seeking to establish the invalidity or
unenforceability thereof (exclusive of questions of interpretation of any
provision thereof), or the Borrower or any of its Subsidiaries shall deny that
it has any liability or obligation for the payment of principal or interest
purported to be created under any Loan Document; or

            (p) Any Security Document shall for any reason, fail or cease
(except by reason of lapse of time) to create a valid and perfected and
first-priority Lien on or Security Interest in any portion of the Collateral
purported to be covered thereby.

      Section 8.2 REMEDIES.

            (a) If an Event of Default specified in Section 8.1 (other than an
Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and
shall be continuing, the Administrative Agent, at the request of the Required
Lenders subject to Section 9.8(a) hereof, shall (i) terminate the Commitment and
the Incremental Facility Commitment, and/or (ii) declare the principal of and
interest on the Loans and the Notes and the Incremental Facility Notes, and all
other amounts owed to the Lenders and the Administrative Agent under this
Agreement, the Notes and the Incremental Facility Notes, and any other Loan
Documents to be forthwith due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived, anything
in this Agreement, the Notes and the Incremental Facility Notes, or any other
Loan Document to the contrary notwithstanding, and the Commitment and the
Incremental Facility Commitment shall thereupon forthwith terminate.

            (b) Upon the occurrence and continuance of an Event of Default
specified in Section 8.1(f) or (g) hereof, all principal, interest and other
amounts due hereunder and under the Notes and the Incremental Facility Notes,
and all other Obligations, shall thereupon and concurrently therewith become due
and payable and the Commitment and the Incremental Facility Commitment shall
forthwith terminate and the principal amount of the Loans outstanding hereunder
shall bear interest at the Default Rate, all without any action by the
Administrative Agent, the Lenders, or the Required Lenders, or any of them and
without presentment, demand, protest or other notice of any kind, all of which
are expressly waived, anything in this Agreement or in the other Loan Documents
to the contrary notwithstanding.


                                     - 71 -
<PAGE>


            (c) Upon acceleration of the Notes and, if applicable, the
Incremental Facility Notes as provided in subsection (a) or (b) of this Section
8.2, above, the Administrative Agent and the Lenders shall have all of the
post-default rights granted to them, or any of them, as applicable under the
Loan Documents and under Applicable Law.

            (d) Upon acceleration of the Notes and the Incremental Facility
Notes, as provided in subsection (a) or (b) of this Section 8.2, the
Administrative Agent, upon request of the Required Lenders, shall have the right
to the appointment of a receiver for the properties and assets of the Borrower
and its Subsidiaries, and the Borrower, for itself and on behalf of its
Subsidiaries, hereby consents to such rights and such appointment and hereby
waives any objection the Borrower or any of its Subsidiaries may have thereto or
the right to have a bond or other security posted by the Administrative Agent on
behalf of the Lenders, in connection therewith. The rights of the Administrative
Agent under this Section 8.2(d) shall be subject to its prior compliance with
the Communications Act and the FCC rules and policies promulgated thereunder to
the extent applicable to the exercise of such rights.

            (e) The rights and remedies of the Administrative Agent and the
Lenders hereunder shall be cumulative, and not exclusive.

            Section 8.3 PAYMENTS SUBSEQUENT TO DECLARATION OF EVENT OF Default.
After the occurrence of and during the continuation of any Default or Event of
Default, payments and prepayments under this Agreement made to any of the
Administrative Agent and the Lenders or otherwise received by any of such
Persons (from realization on Collateral for the Obligations or otherwise) shall
be paid over to the Administrative Agent (if necessary) and distributed by the
Administrative Agent as follows: FIRST, to the reasonable costs and expenses, if
any, incurred by the Lenders or the Administrative Agent in connection with the
collection of such payment or prepayment, including, without limitation, any
reasonable costs incurred by any of them in connection with the sale or
disposition of any Collateral for the Obligations and all amounts under Section
11.2(b) and (c) hereof; SECOND, to the Lenders and the Administrative Agent for
any fees hereunder or under any of the other Loan Documents then due and
payable; THIRD, to the Lenders pro rata on the basis of their respective unpaid
principal amounts (except as provided in Section 2.2(e) hereof), to the payment
of any unpaid interest which may have accrued on the Obligations; FOURTH, to the
Lenders pro rata until all Loans (amounts applied to the Revolving Loans
hereunder shall permanently reduce the Revolving Loan Commitments in such
amounts) and, if applicable, the Incremental Facility Loans, have been paid in
full (and, for purposes of this clause, obligations under Interest Hedge
Agreements with the Lenders or any of them shall be paid on a pro rata basis
with the Loans to the extent such payments are proceeds of Collateral and, if
applicable, the Incremental Facility Loans); FIFTH, to the Lenders pro rata on
the basis of their respective unpaid amounts, to the payment of any other unpaid
Obligations; and SIXTH, to the Borrower or as otherwise required by law.


                                     - 72 -
<PAGE>


                                    ARTICLE 9

                                   THE AGENTS

      Section 9.1 APPOINTMENT AND AUTHORIZATION. Each Lender hereby irrevocably
appoints and authorizes, and hereby agrees that it will require any transferee
of any of its interest in its portion of the Loans and in its Note irrevocably
to appoint and authorize the Administrative Agent to take such actions as its
agents on its behalf and to exercise such powers hereunder and under the other
Loan Documents as are delegated by the terms hereof and thereof, together with
such powers as are reasonably incidental thereto. Neither the Administrative
Agent nor any of its directors, officers, employees or agents, shall be liable
for any action taken or omitted to be taken by it hereunder or in connection
herewith, except for its own gross negligence or willful misconduct as
determined by a final, non-appealable judicial order of a court of competent
jurisdiction.

      Section 9.2 INTEREST HOLDERS. The Administrative Agent may treat each
Lender, or the Person designated in the last notice filed with the
Administrative Agent, as the holder of all of the interests of such Lender in
its portion of the Loans and in its Note until written notice of transfer,
signed by such Lender (or the Person designated in the last notice filed with
the Administrative Agent) and by the Person designated in such written notice of
transfer, in form and substance satisfactory to the Administrative Agent, shall
have been filed with the Administrative Agent.

      Section 9.3 CONSULTATION WITH COUNSEL. The Administrative Agent may
consult with Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, special
counsel to the Administrative Agent, or with other legal counsel selected by
them and shall not be liable for any action taken or suffered by them in good
faith in consultation with the Required Lenders and in reasonable reliance on
such consultations.

      Section 9.4 DOCUMENTS. The Administrative Agent shall be under no duty to
examine, inquire into, or pass upon the validity, effectiveness or genuineness
of this Agreement, any Note, any other Loan Document, or any instrument,
document or communication furnished pursuant hereto or in connection herewith,
and the Administrative Agent shall be entitled to assume that they are valid,
effective and genuine, have been signed or sent by the proper parties and are
what they purport to be.

      Section 9.5 ADMINISTRATIVE AGENT AND AFFILIATES. With respect to the
Commitments, the Incremental Facility Commitment and the Loans, the
Administrative Agent shall have the same rights and powers hereunder as any
other Lender, and the Administrative Agent and Affiliates of the Administrative
Agent may accept deposits from, lend money to and generally engage in any kind
of business with the Borrower, any of its Subsidiaries or any Affiliates of, or
Persons doing business with, the Borrower, as if they were not affiliated with
the Administrative Agent and without any obligation to account therefor. The
foregoing sentence shall apply with equal force to the Administrative Agent.


                                     - 73 -
<PAGE>


      Section 9.6 RESPONSIBILITY OF THE ADMINISTRATIVE AGENT. The duties and
obligations of the Administrative Agent under this Agreement are only those
expressly set forth in this Agreement. The Administrative Agent shall be
entitled to assume that no Default or Event of Default has occurred and is
continuing unless it has actual knowledge, or has been notified in writing by
the Borrower, of such fact, or has been notified by a Lender in writing that
such Lender considers that a Default or an Event of Default has occurred and is
continuing, and such Lender shall specify in detail the nature thereof in
writing. The Administrative Agent shall not be liable hereunder for any action
taken or omitted to be taken except for its own gross negligence or willful
misconduct as determined by a final, non-appealable judicial order of a court of
competent jurisdiction. The Administrative Agent shall provide each Lender with
copies of such documents received from the Borrower as such Lender may
reasonably request.

      Section 9.7 COLLATERAL. The Administrative Agent is hereby authorized to
act on behalf of the Lenders, in its own capacity and through other agents and
sub-agents appointed by it, under the Security Documents; PROVIDED, HOWEVER,
that the Administrative Agent shall not agree to the release of any Collateral,
or any property encumbered by any mortgage, pledge or security interest, except
in compliance with Section 11.12 hereof.

      Section 9.8 ACTION BY ADMINISTRATIVE AGENT.

            (a) The Administrative Agent shall be entitled to use its discretion
with respect to exercising or refraining from exercising any rights which may be
vested in it by, and with respect to taking or refraining from taking any action
or actions which it may be able to take under or in respect of, this Agreement,
unless the Administrative Agent shall have been instructed by the Required
Lenders to exercise or refrain from exercising such rights or to take or refrain
from taking such action; PROVIDED, HOWEVER, that the Administrative Agent shall
not exercise any rights under Section 8.2(a) hereof without the request of the
Required Lenders (or, where expressly required, all the Lenders) unless time is
of the essence, in which case, such action can be taken at the request of the
Administrative Agent. The Administrative Agent shall incur no liability under or
in respect of this Agreement with respect to anything which it may do or refrain
from doing in the reasonable exercise of its judgment or which may seem to it to
be necessary or desirable in the circumstances, except for its gross negligence
or willful misconduct as determined by a final, nonappealable judicial order of
a court having jurisdiction over the subject matter.

            (b) The Administrative Agent shall not be liable to the Lenders or
to any Lender or the Borrower or any of the Borrower's Subsidiaries in acting or
refraining from acting under this Agreement or any other Loan Document in
accordance with the instructions of the Required Lenders (or, where expressly
required, all the Lenders), and any action taken or failure to act pursuant to
such instructions shall be binding on all Lenders. The Administrative Agent
shall not be obligated to take any action which is contrary to law or which
would in such Person's reasonable opinion subject such Person to liability.

      Section 9.9 NOTICE OF DEFAULT OR EVENT OF DEFAULT. In the event that the
Administrative Agent or any Lender shall acquire actual knowledge, or shall have
been notified, of any Default or Event of Default, the Administrative Agent or
such Lender shall promptly notify the Lenders


                                     - 74 -
<PAGE>


and the Administrative Agent, as applicable (PROVIDED, HOWEVER, that failure to
give such notice shall not result in any liability on the part of such Lender or
Administrative Agent), and the Administrative Agent shall take such action and
assert such rights under this Agreement and the other Loan Documents as the
Required Lenders shall request in writing, and the Administrative Agent shall
not be subject to any liability by reason of its acting pursuant to any such
request. If the Required Lenders shall fail to request the Administrative Agent
to take action or to assert rights under this Agreement or any other Loan
Documents in respect of any Default or Event of Default within ten (10) days
after their receipt of the notice of any Default or Event of Default from the
Administrative Agent or any Lender, or shall request inconsistent action with
respect to such Default or Event of Default, the Administrative Agent may, but
shall not be required to, take such action and assert such rights (other than
rights under Article 8 hereof) as it deems in its discretion to be advisable for
the protection of the Lenders, except that, if the Required Lenders have
instructed the Administrative Agent not to take such action or assert such
right, in no event shall the Administrative Agent act contrary to such
instructions unless time is of the essence.

      Section 9.10 RESPONSIBILITY DISCLAIMED. The Administrative Agent shall not
be under any liability or responsibility whatsoever as Administrative Agent:

            (a) To the Borrower or any other Person as a consequence of any
failure or delay in performance by or any breach by, any Lender or Lenders of
any of its or their obligations under this Agreement;

            (b) To any Lender or Lenders, as a consequence of any failure or
delay in performance by, or any breach by, (i) the Borrower of any of its
obligations under this Agreement or the Notes or any other Loan Document, or
(ii) any Subsidiary of the Borrower or any other obligor under any other Loan
Document;

            (c) To any Lender or Lenders, for any statements, representations or
warranties in this Agreement, or any other document contemplated by this
Agreement or any information provided pursuant to this Agreement, any other Loan
Document, or any other document contemplated by this Agreement, or for the
validity, effectiveness, enforceability or sufficiency of this Agreement, the
Notes, any other Loan Document, or any other document contemplated by this
Agreement; or

            (d) To any Person for any act or omission other than that arising
from gross negligence or willful misconduct of the Administrative Agent as
determined by a final, non-appealable judicial order of a court of competent
jurisdiction.

      Section 9.11 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower) pro rata
according to their respective Commitment Ratios and Incremental Facility
Commitment Ratios, from and against any and all liabilities, obligations, losses
(other than the loss of principal and interest hereunder in the event of a
bankruptcy or out-of-court "work-out" of the Loans), damages, penalties,
actions, judgments, suits, costs, expenses (including, without limitation,
reasonable fees and expenses of experts, agents, consultants and counsel), or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against the Administrative Agent in any way


                                     - 75 -
<PAGE>


relating to or arising out of this Agreement, any other Loan Document, or any
other document contemplated by this Agreement or any other Loan Document or any
action taken or omitted by the Administrative Agent under this Agreement, any
other Loan Document, or any other document contemplated by this Agreement,
except that no Lender shall be liable to the Administrative Agent for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent as determined by a
final, non-appealable judicial order of a court having jurisdiction over the
subject matter.

      Section 9.12 CREDIT DECISION. Each Lender represents and warrants to each
other and to the Administrative Agent that:

            (a) In making its decision to enter into this Agreement and to make
its portion of the Loans it has independently taken whatever steps it considers
necessary to evaluate the financial condition and affairs of the Borrower and
that it has made an independent credit judgment, and that it has not relied upon
the Administrative Agent or information provided by the Administrative Agent
(other than information provided to the Administrative Agent by the Borrower and
forwarded by the Administrative Agent to the Lenders); and

            (b) So long as any portion of the Loans remains outstanding or such
Lender has an obligation to make its portion of Advances hereunder, it will
continue to make its own independent evaluation of the financial condition and
affairs of the Borrower.

      Section 9.13 SUCCESSOR ADMINISTRATIVE AGENT. Subject to the appointment
and acceptance of a successor Administrative Agent as provided below, the
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower and may be removed at any time for cause by the
Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent which
appointment shall, prior to an Event of Default, be subject to the consent of
the Borrower, acting reasonably. If (a) no successor Administrative Agent shall
have been so appointed by the Required Lenders or (b) if appointed, no successor
Administrative Agent shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent gave notice of resignation or the
Required Lenders removed the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be any Lender or a commercial bank organized
under the laws of the United States of America or any political subdivision
thereof which has combined capital and reserves in excess of $250,000,000, which
appointment shall, prior to an Event of Default, be subject to the consent of
the Borrower, acting reasonably. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges, duties and obligations of the retiring
Administrative Agent and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents.
After any retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent the provisions of this Article shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while
it was acting as the Administrative Agent.


                                     - 76 -
<PAGE>


      Section 9.14 DELEGATION OF DUTIES. The Administrative Agent may execute
any of its duties under the Loan Documents by or through agents or attorneys
selected by it using reasonable care, and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.

      Section 9.15 NO RESPONSIBILITIES OF THE AGENTS. The Agents (except for the
Administrative Agent) shall have no responsibilities hereunder or under any of
the other Loan Documents in their respective capacities.

                                   ARTICLE 10

                             CHANGE IN CIRCUMSTANCES
                            AFFECTING LIBOR ADVANCES

      Section 10.1 LIBOR BASIS DETERMINATION INADEQUATE OR UNFAIR. If with
respect to any proposed LIBOR Advance for any Interest Period, the
Administrative Agent determines after consultation with the Lenders that
deposits in dollars (in the applicable amount) are not being offered to each of
the Lenders in the relevant market for such Interest Period, the Administrative
Agent shall forthwith give notice thereof to the Borrower and the Lenders,
whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such situation no longer exist, the obligations of
any affected Lender to make its portion of such type of LIBOR Advances shall be
suspended.

      Section 10.2 ILLEGALITY. If after the date hereof, the adoption of any
Applicable Law, or any change in any Applicable Law (whether adopted before or
after the Agreement Date), or any change in interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Lender
with any directive (whether or not having the force of law) of any such
authority, central bank or comparable agency, shall make it unlawful or
impossible for any Lender to make, maintain or fund its portion of LIBOR
Advances, such Lender shall so notify the Administrative Agent, and the
Administrative Agent shall forthwith give notice thereof to the other Lenders
and the Borrower. Before giving any notice to the Administrative Agent pursuant
to this Section 10.2, such Lender shall designate a different lending office if
such designation will avoid the need for giving such notice and will not, in the
sole judgment of such Lender, be otherwise materially disadvantageous to such
Lender. Upon receipt of such notice, notwithstanding anything contained in
Article 2 hereof, the Borrower shall repay in full the then outstanding
principal amount of such Lender's portion of each affected LIBOR Advance,
together with accrued interest thereon, on either (a) the last day of the then
current Interest Period applicable to such affected LIBOR Advances if such
Lender may lawfully continue to maintain and fund its portion of such LIBOR
Advance to such day or (b) immediately if such Lender may not lawfully continue
to fund and maintain its portion of such affected LIBOR Advances to such day.
Concurrently with repaying such portion of each affected LIBOR Advance, the
Borrower may borrow a Base Rate Advance from such Lender, and such Lender shall
make such Advance, if so requested, in an amount such that the outstanding
principal amount of the affected Note held by


                                     - 77 -
<PAGE>


such Lender shall equal the outstanding principal amount of such Note or Notes
immediately prior to such repayment.

      Section 10.3 INCREASED COSTS.

            (a) If after the date hereof, the adoption of any Applicable Law, or
any change in any Applicable Law (whether adopted before or after the Agreement
Date), or any interpretation or change in interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof or compliance by any Lender
with any directive (whether or not having the force of law) of any such
authority, central bank or comparable agency:

                  (1) shall subject any Lender to any tax, duty or other charge
      with respect to its obligation to make its portion of LIBOR Advances, or
      its portion of existing Advances, or shall change the basis of taxation of
      payments to any Lender of the principal of or interest on its portion of
      LIBOR Advances or in respect of any other amounts due under this
      Agreement, in respect of its portion of LIBOR Advances or its obligation
      to make its portion of LIBOR Advances (except for changes in the rate or
      method of calculation of tax on the overall net income of such Lender); or

                  (2) shall impose, modify or deem applicable any reserve
      (including, without limitation, any imposed by the Board of Governors of
      the Federal Reserve System, but excluding any included in an applicable
      Eurodollar Reserve Percentage), special deposit, capital adequacy,
      assessment or other requirement or condition against assets of, deposits
      with or for the account of, or commitments or credit extended by, any
      Lender or shall impose on any Lender or the London interbank borrowing
      market any other condition affecting its obligation to make its portion of
      such LIBOR Advances or its portion of existing Advances;

and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining any of its portion of LIBOR Advances, or to reduce the
amount of any sum received or receivable by such Lender under this Agreement or
under its Note with respect thereto, then, if such Lender exercises comparable
rights (if any) for borrowers situated similarly to the Borrower, within ten
(10) days after demand by such Lender, the Borrower agrees to pay to such Lender
such additional amount or amounts as will compensate such Lender for such
increased costs. Each Lender will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring after the
date hereof, which will entitle such Lender to compensation pursuant to this
Section 10.3 and will designate a different lending office if such designation
will avoid the need for, or reduce the amount of, such compensation and will
not, in the sole judgment of such Lender made in good faith, be otherwise
disadvantageous to such Lender.

            (b) Any Lender claiming compensation under this Section 10.3 shall
provide the Borrower with a written certificate setting forth the additional
amount or amounts to be paid to it hereunder and calculations therefor in
reasonable detail. Such certificate shall be presumptively correct absent
manifest error. In determining such amount, such Lender may use


                                     - 78 -
<PAGE>

any reasonable averaging and attribution methods. If any Lender demands
compensation under this Section 10.3, the Borrower may at any time, upon at
least five (5) Business Days' prior notice to such Lender, prepay in full such
Lender's portion of the then outstanding LIBOR Advances, together with accrued
interest thereon to the date of prepayment, along with any reimbursement
required under Section 2.10 hereof. Concurrently with prepaying such portion of
LIBOR Advances the Borrower may borrow a Base Rate Advance, or a LIBOR Advance
not so affected, from such Lender, and such Lender shall, if so requested, make
such Advance in an amount such that the outstanding principal amount of the
affected Note or Notes held by such Lender shall equal the outstanding principal
amount of such Note or Notes immediately prior to such prepayment.

      Section 10.4 EFFECT ON OTHER ADVANCES. If notice has been given pursuant
to Section 10.1, 10.2 or 10.3 hereof suspending the obligation of any Lender to
make its portion of any type of LIBOR Advance, or requiring such Lender's
portion of LIBOR Advances to be repaid or prepaid, then, unless and until such
Lender notifies the Borrower that the circumstances giving rise to such
repayment no longer apply, all amounts which would otherwise be made by such
Lender as its portion of LIBOR Advances shall, unless otherwise notified by the
Borrower, be made instead as Base Rate Advances. Any Base Rate Advance for this
purpose shall not be counted in the number of Advances permitted under Section
2.3(e) hereof.

                                   ARTICLE 11

                                  MISCELLANEOUS

      Section 11.1      NOTICES.

            (a) Except as otherwise expressly provided herein, all notices and
other communications under this Agreement and the other Loan Documents (unless
otherwise specifically stated therein) shall be in writing and shall be deemed
to have been given three (3) Business Days after deposit in the mail, designated
as certified mail, return receipt requested, postage-prepaid, or one (1)
Business Day after being entrusted to a reputable commercial overnight delivery
service for next day delivery, or when sent on a Business Day prior to 5:00 p.m.
(New York, New York time) by telecopy addressed to the party to which such
notice is directed at its address determined as provided in this Section 11.1.
All notices and other communications under this Agreement shall be given to the
parties hereto at the following addresses:


                                     - 79 -
<PAGE>

                  (1)   If to the Borrower, to it at:

                        Rural Cellular Corporation
                        3905 Dakota Street, S.W.
                        Alexandria, Minnesota 56308
                        Attn: Wesley Schultz,
                              Vice President
                              Finance and CFO

                        Telecopy No.: (320) 808-2102

                        with a copy to:

                        Moss & Barnett
                        4800 Norwest Center
                        90 South Seventh Street
                        Minneapolis, Minnesota 55402-4129
                        Attn: James A. Rubenstein, Esq.
                        Telecopy No.: (612) 339-6686

                  (2)   If to the Administrative Agent, to it at:

                        Toronto Dominion (Texas), Inc.
                        c/o The Toronto-Dominion Bank
                        909 Fannin Street, Suite 900
                        Houston, Texas 77010
                        Attn: Manager, Agency
                        Telecopy No.: (713) 951-9921

                        with a copy to:

                        Powell, Goldstein, Frazer & Murphy LLP
                        Sixteenth Floor
                        191 Peachtree Street, N.E.
                        Atlanta, Georgia 30303
                        Attn: Douglas S. Gosden, Esq.
                        Telecopy No.: (404) 572-6999

                  (3)   If to the Lenders, to them at the addresses set forth
                        on SCHEDULE 7 attached hereto.

Copies shall be provided to Persons other than parties hereto only in the case
of notices under Article 8 hereof and the failure to provide such copies shall
not affect the validity of the notice given to the primary recipient.


                                     - 80 -
<PAGE>


            (b) Any party hereto may change the address to which notices shall
be directed under this Section 11.1 by giving ten (10) days' written notice of
such change to the other parties.

      Section 11.2 EXPENSES. The Borrower will promptly pay, or reimburse:

            (a) all reasonable out-of-pocket expenses of the Administrative
Agent in connection with the preparation, negotiation, execution and delivery of
this Agreement and the other Loan Documents, and the transactions contemplated
hereunder and thereunder and the making of the initial Advance hereunder
(whether or not such Advance is made), including, without limitation, the
reasonable fees and disbursements of Powell, Goldstein, Frazer & Murphy LLP,
special counsel for the Administrative Agent;

            (b) all reasonable out-of-pocket expenses of the Administrative
Agent in connection with the restructuring and "work out" of the transactions
contemplated in this Agreement or the other Loan Documents, and the preparation,
negotiation, execution and delivery of any waiver, amendment or consent by the
Administrative Agent and the Lenders, or any of them, relating to this Agreement
or the other Loan Documents, including, but not limited to, the reasonable fees
and disbursements of any experts, agents or consultants and, prior to the
occurrence and continuance of an Event of Default, of a single law firm acting
as special counsel for the Administrative Agent and the Lenders, and during the
occurrence and continuance of an Event of Default a law firm for Administrative
Agent and a single law firm for the Lenders; and

            (c) all out-of-pocket costs and expenses of the Administrative Agent
and the Lenders in connection with the restructuring and "workout" of the
transactions contemplated in this Agreement or other Loan Documents or of
enforcement under this Agreement or the other Loan Documents and all
out-of-pocket costs and expenses of collection if an Event of Default occurs in
the payment of the Notes, which in each case shall include reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent and the Lenders.

      Section 11.3 WAIVERS. The rights and remedies of the Administrative Agent
and the Lenders under this Agreement and the other Loan Documents shall be
cumulative and not exclusive of any rights or remedies which they would
otherwise have. No failure or delay by the Administrative Agent, the Required
Lenders, or the Lenders, or any of them, in exercising any right, shall operate
as a waiver of such right. The Administrative Agent and the Lenders expressly
reserve the right to require strict compliance with the terms of this Agreement
in connection with any future funding of a Request for Advance. In the event the
Lenders decide to fund a Request for Advance at a time when the Borrower is not
in strict compliance with the terms of this Agreement, such decision by the
Lenders shall not be deemed to constitute an undertaking by the Lenders to fund
any further Request for Advance or preclude the Lenders or the Administrative
Agent from exercising any rights available under the Loan Documents or at law or
equity. Any waiver or indulgence granted by the Administrative Agent, the
Lenders, or the Required Lenders, shall not constitute a modification of this
Agreement or any other Loan Document, except to the extent expressly provided in
such waiver or indulgence, or constitute a course of dealing at variance with
the terms of this Agreement or any other Loan Document such


                                     - 81 -
<PAGE>


as to require further notice of their intent to require strict adherence to the
terms of this Agreement or any other Loan Document in the future.

      Section 11.4 SET-OFF. In addition to any rights now or hereafter granted
under Applicable Law and not by way of limitation of any such rights, upon the
occurrence of an Event of Default and during the continuation thereof, the
Administrative Agent and each of the Lenders are hereby authorized by the
Borrower at any time or from time to time, without notice to the Borrower or to
any other Person, any such notice being hereby expressly waived, to set off and
to appropriate and to apply any and all deposits (general or special, time or
demand, including, without limitation, Indebtedness evidenced by certificates of
deposit, in each case whether matured or unmatured) and any other Indebtedness
at any time held or owing by any Lender or the Administrative Agent to or for
the credit or the account of the Borrower or any of its Subsidiaries, against
and on account of the obligations and liabilities of the Borrower to the Lenders
and the Administrative Agent, including, but not limited to, all Obligations and
any other claims of any nature or description arising out of or connected with
this Agreement, the Notes or any other Loan Document, irrespective of whether
(a) any Lender or the Administrative Agent shall have made any demand hereunder
or (b) any Lender or the Administrative Agent shall have declared the principal
of and interest on the Loans and other amounts due hereunder to be due and
payable as permitted by Section 8.2 hereof and although such obligations and
liabilities or any of them shall be contingent or unmatured. Upon direction by
the Administrative Agent with the consent of the Lenders, each Lender holding
deposits of the Borrower or any of its Subsidiaries shall exercise its set-off
rights as so directed; and, within one (1) Business Day following any such
setoff, the Administrative Agent shall give notice thereof to the Borrower.

      Section 11.5      ASSIGNMENT.

            (a) The Borrower may not assign or transfer any of its rights or
obligations hereunder, under the Notes, the Incremental Facility Notes or under
any other Loan Document without the prior written consent of each Lender.

            (b) Each Lender may at any time sell assignments or participations
of up to one hundred percent (100%) of its interest hereunder to (A) one (1) or
more wholly-owned Affiliates of such Lender or Approved Funds (PROVIDED,
HOWEVER, that if such Affiliate is not a financial institution, such Lender
shall be obligated to repurchase such assignment if such Affiliate is unable to
honor its obligations hereunder), (B) any Federal Reserve Bank as collateral
security pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any Operating Circular issued by such Federal Reserve Bank
(PROVIDED, HOWEVER, that no such assignment shall relieve such Lender from its
obligations hereunder) or (C) any Lender.

            (c) Each Lender may at any time enter into assignment agreements or
participations with one or more other banks or other Persons pursuant to which
each Lender may assign or participate its interest under this Agreement and the
other Loan Documents, including, its interest in any particular Advance or
portion thereof; PROVIDED, HOWEVER, that (i) all assignments (other than
assignments described in clause (b) hereof) shall be in minimum principal
amounts of the lesser of (X) (1) $5,000,000 for the Revolving Commitments and
Term Loan A Loans, and if applicable, the Incremental Facility Commitments (in a
single assignment


                                     - 82 -
<PAGE>


only) and (2) $1,000,000 for the Term Loan B Loans and Term Loan C Loans, and
(Y) the amount of such Lender's Commitment or Incremental Facility Commitment
(in a single assignment only), and (ii) all assignments (other than assignments
described in clause (b) hereof) and participations hereunder shall be subject to
the following additional terms and conditions:

                  (1) No assignment (except assignments permitted in Section
      11.5(b) hereof) shall be sold without the prior consent of the
      Administrative Agent and prior to the occurrence and continuation of an
      Event of Default, the consent of the Borrower, which consents shall not be
      unreasonably withheld or delayed;

                  (2) Any Person purchasing a participation or an assignment of
      any portion of the Loans from any Lender shall be required to represent
      and warrant that its purchase shall not constitute a "prohibited
      transaction" (as defined in Section 4.1(m) hereof);

                  (3) The Borrower, the Lenders, and the Administrative Agent
      agree that assignments permitted hereunder (including the assignment of
      any Advance or portion thereof) shall be made with all voting rights, and
      shall be made pursuant to an Assignment and Assumption Agreement
      substantially in the form of EXHIBIT S attached hereto. An administrative
      fee of $3,500 shall be payable to the Administrative Agent by the
      assigning Lender at the time of any assignment under Section 11.5(c)
      hereof;

                  (4) No participation agreement shall confer any rights under
      this Agreement or any other Loan Document to any purchaser thereof, or
      relieve any issuing Lender from any of its obligations under this
      Agreement, and all actions hereunder shall be conducted as if no such
      participation had been granted; PROVIDED, HOWEVER, that any participation
      agreement may confer on the participant the right to approve or disapprove
      decreases in the interest rate, increases in the principal amount of the
      Loans participated in by such participant, decreases in fees, extensions
      of the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan
      B Maturity Date, Term Loan C Maturity Date and Incremental Facility
      Maturity Date, as applicable or other principal payment date for the Loans
      or of the scheduled reduction of the Commitment and releases of
      Collateral;

                  (5) Each Lender agrees to provide the Administrative Agent and
      the Borrower with prompt written notice of any issuance of participations
      in or assignments of its interests hereunder;

                  (6) No assignment, participation or other transfer of any
      rights hereunder or under the Notes shall be effected that would result in
      any interest requiring registration under the Securities Act of 1933, as
      amended, or qualification under any state securities law;

                  (7) No such assignment may be made to (A) any bank or other
      financial institution (x) with respect to which a receiver or conservator
      (including, without limitation, the Federal Deposit Insurance Corporation,
      the Resolution Trust Company or the Office of Thrift Supervision) has been
      appointed or (y) that is not


                                     - 83 -
<PAGE>


      "adequately capitalized" (as such term is defined in Section 131(b)(1)(B)
      of the Federal Deposit Insurance Corporation Improvement Act as in effect
      on the Agreement Date) or (B) any fund unless such fund invests in
      commercial loans; and

                  (8) If applicable, each Lender shall, and shall cause each of
      its assignees to, provide to the Administrative Agent on or prior to the
      effective date of any assignment an appropriate Internal Revenue Service
      form as required by Applicable Law supporting such Lender's or assignee's
      position that no withholding by the Borrower or the Administrative Agent
      for U.S. income tax payable by such Lender or assignee in respect of
      amounts received by it hereunder is required. For purposes of this
      Agreement, an appropriate Internal Revenue Service form shall mean Form
      1001 (Ownership Exemption or Reduced Rate Certificate of the U.S.
      Department of Treasury), or Form 4224 (Exemption from Withholding of Tax
      on Income Effectively Connected with the Conduct of a Trade or Business in
      the United States), and/or properly executed Internal Revenue Service Form
      W-8 or W-9, as applicable, or any successor or related forms adopted by
      the relevant U.S. taxing authorities.

            (d) Except as specifically set forth in Section 11.5(b) and (c)
hereof, nothing in this Agreement or the Notes, expressed or implied, is
intended to or shall confer on any Person other than the respective parties
hereto and thereto and their successors and assignees permitted hereunder and
thereunder any benefit or any legal or equitable right, remedy or other claim
under this Agreement or the Notes.

            (e) In the case of any participation, all amounts payable by the
Borrower under the Loan Documents shall be calculated and made in the manner and
to the parties hereto as if no such participation had been sold.

            (f) The provisions of this Section 11.5 shall not apply to any
purchase of participations among the Lenders pursuant to Section 2.11 hereof.

            (g) The Administrative Agent, acting, for this purpose only, as
agent of the Borrower shall maintain, at no extra charge to the Borrower, a
register (the "REGISTER") at the address to which notices to the Administrative
Agent are to be sent under Section 11.1 hereof on which Register the
Administrative Agent shall enter the name, address and taxpayer identification
number (if provided) of the registered owner of the Loans evidenced by a
Registered Note or, upon the request of the registered owner, for which a
Registered Note has been requested. A Registered Note and the Loans evidenced
thereby may be assigned or otherwise transferred in whole or in part only by
registration of such assignment or transfer of such Registered Note and the
Loans evidenced thereby on the Register. Any assignment or transfer of all or
part of such Loans and the Registered Note evidencing the same shall be
registered on the Register only upon compliance with the other provisions of
this Section 11.5 and surrender for registration of assignment or transfer of
the Registered Note evidencing such Loans, duly endorsed by (or accompanied by a
written instrument of assignment or transfer duly executed by) the Registered
Noteholder thereof, and thereupon one or more new Registered Notes in the same
aggregate principal amount shall be issued to the designated assignee(s) or
transferee(s) and, if less than the aggregate principal amount of such
Registered Notes is thereby


                                     - 84 -
<PAGE>


transferred, the assignor or transferor. Prior to the due presentment for
registration of transfer of any Registered Note, the Borrower and the
Administrative Agent shall treat the Person in whose name such Loans and the
Registered Note evidencing the same is registered as the owner thereof for the
purpose of receiving all payments thereon and for all other purposes,
notwithstanding any notice to the contrary.

            (h) The Register shall be available for inspection by the Borrower
and any Lender at any reasonable time during the Administrative Agent's regular
business hours upon reasonable prior notice.

            (i) Notwithstanding any other provision in this Agreement, any
Lender that is a fund that invests in bank loans may, without the consent of the
Administrative Agent or the Borrower, pledge all or any portion of its rights
under, and interest in, this Agreement and the Notes to any trustee or to any
other representative of holders of obligations owed or securities issued, by
such fund as security for such obligations or securities; provided, HOWEVER,
that any transfer to any Person upon the enforcement of such pledge or security
interest may only be made subject to the assignment provisions of this Section
11.5.

      Section 11.6 ACCOUNTING PRINCIPLES. All references in this Agreement to
GAAP shall be to such principles as in effect from time to time. All accounting
terms used herein without definition shall be used as defined under GAAP. The
Borrower shall deliver to the Lenders at the same time as the delivery of any
quarterly or annual financial statements required pursuant to Section 6.1 or 6.2
hereof, as applicable, (a) a description in reasonable detail of any material
variation between the application of GAAP employed in the preparation of such
statements and the application of GAAP employed in the preparation of the next
preceding quarterly or annual financial statements, as applicable, and (b)
reasonable estimates of the differences between such statements arising as a
consequence thereof. If, within thirty (30) days after the delivery of the
quarterly or annual financial statements referred to in the immediately
preceding sentence, the Required Lenders shall object in writing to the
Borrower's determining compliance hereunder on such basis, (1) calculations for
the purposes of determining compliance hereunder shall be made on a basis
consistent with those used in the preparation of the latest financial statements
as to which such objection shall not have been made, or (2) if requested by the
Borrower, the Required Lenders will negotiate in good faith to amend the
covenants herein to give effect to the changes in GAAP in a manner consistent
with this Agreement.

      Section 11.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.

      Section 11.8 GOVERNING LAW. This Agreement and the Notes shall be
construed in accordance with and governed by the internal laws of the State of
New York applicable to agreements made and to be performed in the State of New
York. If any action or proceeding shall be brought by the Administrative Agent
or any Lender hereunder or under any other Loan Document in order to enforce any
right or remedy under this Agreement or under any Note or any other Loan
Document, the Borrower hereby consents and will, and the Borrower will cause
each Subsidiary to, submit to the jurisdiction of any state or federal court of
competent


                                     - 85 -
<PAGE>


jurisdiction sitting within the area comprising the Southern District of New
York on the date of this Agreement. The Borrower, for itself and on behalf of
its Subsidiaries, hereby agrees that service of the summons and complaint and
all other process which may be served in any such suit, action or proceeding may
be effected by mailing by registered mail a copy of such process to the offices
of the Borrower at the address given in Section 11.1 hereof and that personal
service of process shall not be required. Nothing herein shall be construed to
prohibit service of process by any other method permitted by law, or the
bringing of any suit, action or proceeding in any other jurisdiction. The
Borrower agrees that final judgment in such suit, action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment
or in any other manner provided by Applicable Law.

      Section 11.9 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction.

      Section 11.10     INTEREST.

            (a) In no event shall the amount of interest due or payable
hereunder or under the Notes exceed the maximum rate of interest allowed by
Applicable Law, and in the event any such payment is inadvertently made by the
Borrower or inadvertently received by the Administrative Agent or any Lender,
then such excess sum shall be credited as a payment of principal, unless the
Borrower shall notify the Administrative Agent or such Lender, in writing, that
it elects to have such excess sum returned forthwith. It is the express intent
hereof that the Borrower not pay and the Administrative Agent and the Lenders
not receive, directly or indirectly in any manner whatsoever, interest in excess
of that which may legally be paid by the Borrower under Applicable Law.

            (b) Notwithstanding the use by the Lenders of the Base Rate and
LIBOR as reference rates for the determination of interest on the Loans, the
Lenders shall be under no obligation to obtain funds from any particular source
in order to charge interest to the Borrower at interest rates related to such
reference rates.

      Section 11.11 TABLE OF CONTENTS AND HEADINGS. The Table of Contents and
the headings of the various subdivisions used in this Agreement are for
convenience only and shall not in any way modify or amend any of the terms or
provisions hereof, nor be used in connection with the interpretation of any
provision hereof.

      Section 11.12 AMENDMENT AND WAIVER. Neither this Agreement nor any Loan
Document nor any term hereof or thereof may be amended orally, nor may any
provision hereof or thereof be waived orally but only by an instrument in
writing signed by or at the written direction of the Required Lenders and, in
the case of an amendment, by the Borrower, except that in the event of (a) any
increase in the amount of any Lender's portion of the Commitments or Commitment
Ratios or any reduction or postponement of the reductions to the Revolving Loan
Commitments set forth in Section 2.5(a) hereof, (b) any reduction (without a
corresponding payment) or postponement of the repayments of the principal amount
of the Loans provided in Section 2.5 or


                                     - 86 -
<PAGE>


2.7 (b)(i), (ii) or (iii) hereof, and, during the continuance of an Event of
Default, Section 2.7(b)(v) or (vi) hereof, (c) any reduction or postponement in
interest or fees due hereunder without a corresponding payment of such interest
or fee amount by the Borrower, (d) any release of any material portion of the
Collateral for the Loans except as otherwise provided in Section 7.4 hereof, (e)
any waiver of any Default due to the failure by the Borrower to pay any sum due
to any of the Lenders hereunder, (f) any release of any material Guarantor to a
Guaranty from its or any portion of the Obligations, except in connection with a
merger, sale or other disposition otherwise permitted hereunder (in which case,
such release shall require no further approval by the Lenders), (g) any
amendment to the pro rata treatment of the Lenders set forth in Section 2.11
hereof, or (h) any amendment of this Section 11.12, of the definition of
Required Lenders, or of any Section herein to the extent that such Section
requires action by all Lenders or (i) subordinate the Loans in full or in part
to any Indebtedness, any amendment or waiver or consent may be made only by an
instrument in writing signed by each of the Lenders and, in the case of an
amendment, by the Borrower. Any amendment to any provision hereunder governing
the rights, obligations, or liabilities of the Administrative Agent, in its
capacity as such, may be made only by an instrument in writing signed by such
affected Person and by each of the Lenders. For purposes hereof, "material
Guarantor" shall mean any Guarantor having assets in excess of $500,000.00

      Section 11.13 ENTIRE AGREEMENT. Except as otherwise expressly provided
herein, this Agreement and the other documents described or contemplated herein
will embody the entire agreement and understanding among the parties hereto and
thereto and supersede all prior agreements and understandings relating to the
subject matter hereof and thereof.

      Section 11.14 OTHER RELATIONSHIPS. No relationship created hereunder or
under any other Loan Document shall in any way affect the ability of the
Administrative Agent and each Lender to enter into or maintain business
relationships with the Borrower or any of its Affiliates beyond the
relationships specifically contemplated by this Agreement and the other Loan
Documents.

      Section 11.15 DIRECTLY OR INDIRECTLY. If any provision in this Agreement
refers to any action taken or to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person, whether or not expressly
specified in such provision.

      Section 11.16 RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS. All
covenants, agreements, statements, representations and warranties made herein or
in any certificate delivered pursuant hereto (i) shall be deemed to have been
relied upon by the Administrative Agent and each of the Lenders notwithstanding
any investigation heretofore or hereafter made by them, and (ii) shall survive
the execution and delivery of the Notes and shall continue in full force and
effect so long as any Note is outstanding and unpaid. Any right to
indemnification hereunder, including, without limitation, rights pursuant to
Sections 2.10, 2.12, 5.12, 10.3 and 11.2 hereof, shall survive the termination
of this Agreement and the payment and performance of all Obligations.


                                     - 87 -
<PAGE>


      Section 11.17 SENIOR DEBT. The Obligations are secured by the Security
Documents and is intended by the parties hereto to be in parity with the
Interest Hedge Agreements and senior in right of payment to all other
Indebtedness of the Borrower.

      Section 11.18 OBLIGATIONS SEVERAL. The obligations of the Administrative
Agent and each of the Lenders hereunder are several, not joint.

      Section 11.19 CONFIDENTIALITY. All information furnished to the
Administrative Agent or the Lenders concerning the Borrower and its Subsidiaries
is presumed to be non-public proprietary or confidential unless otherwise
identified by the Person furnishing the information. The Lenders and the
Administrative Agent shall hold all non-public, proprietary or confidential
information obtained pursuant to the requirements of this Agreement in
accordance with their customary procedures for handling confidential information
of this nature and in accordance with safe and sound lending practices; however,
the Lenders may make disclosure of any such information to their examiners,
Affiliates, outside auditors, counsel, consultants, appraisers, other
professional advisors and any direct or indirect contractual counterparty in
swap agreements or such counterparty's professional advisor in connection with
this Agreement or as reasonably required by any proposed syndicate member or any
proposed transferee or participant in connection with the contemplated transfer
of any Note or participation therein or as required or requested by any
governmental authority (including, without limitation, the National Association
of Insurance Commissioners or any similar organization or requlators or
quasi-regulatory authority having jurisdiction over any Lender or representative
thereof or in connection with the enforcement hereof or of any Loan Document or
related document or pursuant to legal process or with respect to any litigation
between or among the Borrower and any of the Lenders so long as any such
recipient is advised of the non-public, proprietary or confidential nature of
the information and of the Lender's obligations under this Section. Unless
specifically requested by the Borrower, no Lender shall be obligated or required
to return any materials furnished to it by the Borrower and no Lender may be
obligated to return such materials (a) unless (i) such Lender ceases to be a
Lender hereunder or (ii) such material was inadvertently provided to such Lender
by the Borrower or (b) at any time when there exists a Default or Event of
Default. The foregoing provisions shall not apply to a Lender with respect to
information that (i) is or becomes generally available to the public (other than
through such Lender), or (ii) is already in the possession of such Lender on a
nonconfidential basis.

                                   ARTICLE 12

                              WAIVER OF JURY TRIAL

      Section 12.1 WAIVER OF JURY TRIAL. THE BORROWER, FOR ITSELF AND ON BEHALF
OF EACH OF ITS SUBSIDIARIES, AND THE ADMINISTRATIVE AGENT AND EACH OF THE
LENDERS, HEREBY AGREE TO WAIVE AND HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN
ANY COURT AND IN ANY ACTION OR PROCEEDING OF ANY TYPE IN WHICH THE BORROWER, ANY
OF THE BORROWER'S SUBSIDIARIES, ANY OF THE LENDERS, THE ADMINISTRATIVE AGENT, OR
ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS


                                     - 88 -
<PAGE>


AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, ANY OF THE
NOTES OR THE OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN
THIS SECTION 12.1. EXCEPT AS PROHIBITED BY LAW, EACH PARTY TO THIS AGREEMENT
WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO
IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR
ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS
AGREEMENT (i) CERTIFIES THAT NEITHER ANY REPRESENTATIVE, AGENT NOR ATTORNEY OF
THE ADMINISTRATIVE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. THE
PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED BY AND TO THE PARTIES AND
THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED
WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL
NOT BE FULLY ENFORCED IN ALL INSTANCES.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                     - 89 -
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused it to be executed by their duly authorized officers, all as of the day
and year first above written.


BORROWER:                           RURAL CELLULAR CORPORATION


                                    By:   /s/ Wesley E. Schultz
                                         -------------------------------------
                                    Its:  Sr. Vice President and CFO
                                         -------------------------------------



ADMINISTRATIVE AGENT

AND LENDERS:                        TORONTO DOMINION (TEXAS), INC., as
                                    Administrative Agent and a Lender

                                    By:   /s/ Jano Mott
                                         -------------------------------------
                                    Its:  Vice President
                                         -------------------------------------