<PAGE>   1
                                                                   EXHIBIT 10.62



                                 LOAN AGREEMENT

                                      AMONG

                   WESTERN WIRELESS CORPORATION, as Borrower,

            THE FINANCIAL INSTITUTIONS WHOSE NAMES APPEAR AS LENDERS
                   ON THE SIGNATURE PAGES HEREOF, as Lenders,

                     TD SECURITIES (USA) INC., as Arranger,

          BANK OF AMERICA, N.A., THE CHASE MANHATTAN BANK, and BARCLAYS
         BANK PLC, as Co-Documentation Agents and Co-Syndication Agents,

          DRESDNER BANK, AG, NEW YORK and GRAND CAYMAN BRANCHES, FIRST
            UNION NATIONAL BANK, FLEET NATIONAL BANK, GOLDMAN SACHS
              CREDIT PARTNERS LP, COOPERATIEVE CENTRALE-RAIFFEISEN
             BOERENLEENBANK B.A. "RABOBANK INTERNATIONAL", NEW YORK
        BRANCH, and UNION BANK OF CALIFORNIA, N.A., as Managing Agents,

             SKANDINAVISKA ENSKILDA BANKEN AB and U.S. BANK NATIONAL
                           ASSOCIATION, as Co-Agents,

                                       AND

            TORONTO DOMINION (TEXAS), INC., as Administrative Agent;

                                   DATED AS OF

                                 APRIL 25, 2000

<PAGE>   2

<TABLE>
<S>                                                                               <C>
ARTICLE 1.  DEFINITIONS..............................................................1

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

        Section 2.    The Loans.....................................................22

               (a)    The Revolving A Loans.........................................22

               (b)    The Revolving B Loans.........................................22

               (c)    The Term A Loans..............................................23

               (d)    The Term B Loans..............................................23

               (e)    Incremental Facility..........................................23

        Section 2.2   Manner of Borrowing and Disbursement..........................24

        Section 2.3   Interest......................................................27

        Section 2.4   Repayment.....................................................28

        Section 2.5   Fees..........................................................31

        Section 2.6   Prepayments...................................................32

        Section 2.7   Borrower's Optional Cancellation of the Revolving Loan
                      Commitment....................................................33

        Section 2.8   Mandatory Prepayments From Permitted Asset Sales..............34

        Section 2.9   Notes; Loan Accounts..........................................35

        Section 2.10  Manner of Payment.............................................36

        Section 2.11  Reimbursement.................................................37

        Section 2.12  Pro Rata Treatment............................................37

        Section 2.13  Capital Adequacy..............................................38

        Section 2.14  Lender Tax Forms..............................................39

ARTICLE 3.  CONDITIONS PRECEDENT....................................................39

        Section 3.1   Conditions Precedent to Initial Advance ......................39

        Section 3.2   Conditions Precedent to Each Advance..........................42

ARTICLE 4.  REPRESENTATIONS AND WARRANTIES..........................................43

        Section 4.1   Representations and Warranties................................43

ARTICLE 5.  GENERAL COVENANTS.......................................................50

        Section 5.1   Preservation of Existence and Similar Matters.................50

        Section 5.2   Business; Compliance with Applicable Law......................51

        Section 5.3   Maintenance of Properties.....................................51

        Section 5.4   Accounting Methods and Financial Records......................51
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                               <C>
        Section 5.5   Insurance.....................................................51

        Section 5.6   Payment of Taxes and Claims...................................52

        Section 5.7   Visits and Inspections........................................52

        Section 5.8   Payment of Indebtedness; Loans................................53

        Section 5.9   Use of Proceeds...............................................53

        Section 5.10  Real Estate...................................................53

        Section 5.11  Indemnity.....................................................53

        Section 5.12  Interest Rate Hedging.........................................54

        Section 5.13  Covenants Regarding Formation of Restricted Subsidiaries
                      and the Making of Acquisitions................................55

        Section 5.14  Designation of Unrestricted Subsidiaries as Restricted
                      Subsidiaries..................................................55

        Section 5.15  Payment of Wages..............................................56

ARTICLE 6.  INFORMATION COVENANTS...................................................56

        Section 6.1   Quarterly Financial Statements and Information ...............56

        Section 6.2   Annual Financial Statements and Information ..................57

        Section 6.3   Performance Certificates......................................57

        Section 6.4   Copies of Other Reports.......................................58

        Section 6.5   Notice of Litigation and Other Matters........................58

ARTICLE 7.  NEGATIVE COVENANTS......................................................59

        Section 7.1   Indebtedness of the Borrower and its Restricted
                      Subsidiaries..................................................59

        Section 7.2   Limitation on Liens...........................................60

        Section 7.3   Amendment and Waiver..........................................60

        Section 7.4   Liquidation, Merger, Disposition of Assets....................60

               (a)    Disposition of Assets.........................................60

               (b)    Liquidation or Merger.........................................61

        Section 7.5   Limitation on Guaranties......................................61

        Section 7.6   Investments and Acquisitions .................................61

               (a)    Cash Equivalents..............................................62

               (b)    Acquisitions..................................................62

               (c)    Employee Loans................................................63
</TABLE>

<PAGE>   4

<TABLE>
<S>                                                                               <C>
               (d)    Seller Paper..................................................63

        Section 7.7   Restricted Payments and Purchases.............................64

        Section 7.8   Ratio of Operating Cash Flow to Cash Interest Expense.........64

        Section 7.9   Fixed Charge Coverage Ratio...................................65

        Section 7.10  Leverage Ratio................................................65

        Section 7.11  Annualized Operating Cash Flow to Pro Forma Debt
                      Service Ratio.................................................65

        Section 7.12  Affiliate Transactions........................................65

        Section 7.13  Real Estate...................................................66

        Section 7.14  ERISA Liabilities.............................................66

        Section 7.15  New Unrestricted Subsidiaries.................................66

        Section 7.16  Limitation on Preferred Stock of Restricted Subsidiaries......66

ARTICLE 8.  DEFAULT.................................................................67

        Section 8.1   Events of Default.............................................67

        Section 8.2   Remedies......................................................70

        Section 8.3   Payments Subsequent to Declaration of Event of Default........71

ARTICLE 9.  THE AGENTS..............................................................71

        Section 9.1   Appointment and Authorization.................................71

        Section 9.2   Interest Holders..............................................72

        Section 9.3   Consultation with Counsel.....................................72

        Section 9.4   Documents.....................................................72

        Section 9.5   Administrative Agent and Affiliates...........................72

        Section 9.6   Responsibility of the Administrative Agent....................72

        Section 9.7   Security Documents............................................73

        Section 9.8   Action by the Administrative Agent............................73

        Section 9.9   Notice of Default or Event of Default.........................73

        Section 9.10  Responsibility Disclaimed.....................................74

        Section 9.11  Indemnification...............................................74

        Section 9.12  Credit Decision...............................................75

        Section 9.13  Successor Administrative Agent................................75

               (a)    Resignation...................................................75
</TABLE>

<PAGE>   5

<TABLE>
<S>                                                                               <C>
               (b)    Removal.......................................................75

        Section 9.14  Delegation of Duties..........................................76

        Section 9.15  Additional Agents.............................................76

ARTICLE 10. CHANGE IN CIRCUMSTANCES AFFECTING FIXED RATE ADVANCES...................76

        Section 10.1  Eurodollar Basis Determination Inadequate or Unfair...........76

        Section 10.2  Illegality....................................................76

        Section 10.3  Increased Costs...............................................77

        Section 10.4  Effect On Other Advances......................................78

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

        Section 11.1  Notices.......................................................79

        Section 11.2  Expenses......................................................80

        Section 11.3  Waivers.......................................................81

        Section 11.4  Set-Off.......................................................81

        Section 11.5  Assignment....................................................82

        Section 11.6  Accounting Principles.........................................84

        Section 11.7  Counterparts..................................................84

        Section 11.8  Governing Law.................................................84

        Section 11.9  Severability..................................................85

        Section 11.10 Interest......................................................85

        Section 11.11 Table of Contents and Headings................................85

        Section 11.12 Amendment and Waiver..........................................85

        Section 11.13 Entire Agreement..............................................86

        Section 11.14 Other Relationships...........................................86

        Section 11.15 Directly or Indirectly........................................86

        Section 11.16 Reliance on and Survival of Various Provisions................86

        Section 11.17 Senior Debt...................................................87

        Section 11.18 Obligations Several...........................................87

        Section 11.19 Confidentiality...............................................87

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

        Section 12.1  Waiver of Jury Trial..........................................88
</TABLE>

<PAGE>   6

                                    EXHIBITS

Exhibit A      -      Form of Borrower's Pledge Agreement
Exhibit B      -      Form of Certificate of Financial Condition
Exhibit C      -      Form of Performance Certificate
Exhibit D      -      Form of Request for Advance
Exhibit E-1    -      Form of Revolving A Note
Exhibit E-2           Form of Revolving B Note
Exhibit F      -      Form of Security Agreement
Exhibit G      -      Form of Subordination Agreement
Exhibit H      -      Form of Subsidiary Guaranty
Exhibit I      -      Form of Subsidiary Pledge Agreement
Exhibit J      -      Form of Subsidiary Security Agreement
Exhibit K-1    -      Form of Term A Note
Exhibit K-2    -      Form of Term B Note
Exhibit L      -      Form of Use of Proceeds Letter
Exhibit M      -      Form of Borrower's Loan Certificate
Exhibit N      -      Form of Subsidiary Loan Certificate (Corporation)
Exhibit O      -      Form of Subsidiary Loan Certificate (Partnership)
Exhibit P      -      Form of Subsidiary Loan Certificate (Limited Liability
                      Company)
Exhibit Q      -      Form of Assignment and Assumption Agreement

<PAGE>   7

                                    SCHEDULES

Schedule 1     -      Subsidiaries (including designation of Subsidiaries as
                      Restricted Subsidiaries and Unrestricted Subsidiaries) and
                      Investments of the Borrower
Schedule 2     -      Licenses and IOAs
Schedule 3     -      Liens of Record as of the Agreement Date
Schedule 4-A   -      Allocation of Revolving A Commitment among certain of the
                      Lenders, Revolving A Commitment Ratios, and such Lenders'
                      Addresses for Notice
Schedule 4-B   -      Allocation of Revolving B Commitment among certain of the
                      Lenders, Revolving B Commitment Ratios, and such Lenders'
                      Addresses for Notice
Schedule 4-C   -      Allocation of Term A Loans among certain of the Lenders
                      and such Lenders' Addresses for Notice
Schedule 4-D   -      Allocation of Term B Loans among certain of the Lenders
                      and such Lenders' Addresses for Notice
Schedule 5     -      Shareholders owning more than 5% of the Borrower as of the
                      Agreement Date
Schedule 6     -      Compliance with Other Loan Documents and Contemplated
                      Transactions
Schedule 7     -      Issues Pertaining to Necessary Authorizations and Licenses
Schedule 8     -      Litigation
Schedule 9     -      Liabilities and Losses
Schedule 10    -      Agreements with Affiliates, etc.
Schedule 11    -      Real Estate
Schedule 12    -      Guaranties of Obligations of Unrestricted Subsidiaries in
                      effect on the Agreement Date

<PAGE>   8

                                 LOAN AGREEMENT


        THIS LOAN AGREEMENT (the "Loan Agreement") dated as of April __, 2000,
is entered into by and among Western Wireless Corporation, a Washington
corporation, as Borrower, Toronto Dominion (Texas), Inc., as Administrative
Agent, the financial institutions whose names appear as lenders on the signature
pages hereof, TD Securities (USA) Inc., as Arranger, Bank of America, N.A., The
Chase Manhattan Bank, and Barclays Bank Plc, as Co-Documentation Agents and
Co-Syndication Agents, Dresdner Bank, AG, New York and Grand Cayman Branches,
First Union National Bank, Fleet National Bank, Goldman Sachs Credit Partners
LP, Cooperatieve Centrale-Raiffeisen Boerenleenbank B.A. "Rabobank
International", New York Branch, and Union Bank of California, N.A., as Managing
Agents, and Skandinaviska Enskilda Banken AB and U.S. Bank National Association,
as Co-Agents.



        The parties hereto hereby agree as follows as of the date first above
written:

                                   ARTICLE 1.
                                   Definitions

        For the purposes of this Agreement:

        "Acquisition" shall mean (whether by purchase, 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 amount of the
assets of any other Person. For purposes of the preceding sentence, an amount of
assets shall be deemed to be "substantial" if such assets have a fair market
value in excess of $1,000,000; provided, however, that the purchase of equipment
and other goods and services in the ordinary course of business shall not be
deemed to be "Acquisitions."

        "Administrative Agent" shall mean Toronto Dominion (Texas), Inc., as
Administrative Agent for the Lenders, together with any successor Administrative
Agent hereunder.

        "Administrative Agent's Office" shall mean the office of Toronto
Dominion (Texas), Inc., as Administrative Agent hereunder, 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 of this Agreement.



                                       1
<PAGE>   9

        "Advance" shall mean the aggregate amount advanced by the Lenders to the
Borrower pursuant to Article 2 hereof on the occasion of any borrowing.

        "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.
Unless otherwise specified, "Affiliate" shall mean an Affiliate of the Borrower,
and shall include the Unrestricted Subsidiaries.

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

        "Agreement" shall mean this Loan Agreement.

        "Agreement Date" shall mean the date as of which this Agreement is
dated.

        "Annualized Operating Cash Flow" shall mean, as of any calculation date,
the product of Operating Cash Flow for the most recently-completed fiscal
two-quarter period, multiplied by two (2).

        "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
Advances hereunder as determined in accordance with Section 2.3(f) hereof.

        "Approved Fund" shall mean, with respect to any Lender, any fund that
invests in commercial loans and is managed or advised by such Lender or an
Affiliate of such Lender, or by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.

        "Arranger" shall mean TD Securities (USA) Inc, in its capacity as
arranger hereunder.

        "Authorized Signatory" shall mean such senior officers of the Borrower
as may be duly authorized and designated in writing by the Borrower to execute
documents, agreements and instruments on behalf of the Borrower.



                                       2
<PAGE>   10

        "Base Rate" shall mean, at any time, the higher of (a) the rate of
interest adopted by the Administrative Agent as the reference rate for the
determination of interest rates for loans of varying maturities in Dollars to
United States residents of varying degrees of creditworthiness and being quoted
at such time by The Toronto-Dominion Bank, New York Branch as its "base rate" or
"prime rate," or (b) the Federal Funds Rate plus one-half of one percent (0.5%).
The Base Rate is not necessarily the lowest rate of interest charged to
borrowers of the Administrative Agent or its Affiliates.

        "Base Rate Advance" shall mean an Advance which the Borrower requests to
be made as a Base Rate Advance or is reborrowed as a Base Rate Advance, and
which bears interest at the Base Rate Basis, in accordance with the provisions
of Section 2.2 hereof, and which shall be in a principal amount of at least
$5,000,000 and in an integral multiple of $1,000,000.

        "Base Rate Basis" shall mean a simple interest rate equal to the sum of
(i) the Base Rate and (ii) the Applicable Margin. 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
changed to reflect adjustments in the Applicable Margin.

        "Borrower" shall mean Western Wireless Corporation, a Washington
corporation.

        "Borrower's Pledge Agreement" shall mean that certain Borrower's Pledge
Agreement of even date herewith between the Borrower and the Administrative
Agent, substantially in the form of Exhibit B attached hereto, pursuant to which
the Borrower has pledged to the Administrative Agent all stock owned by it.

        "BTA" means the unit of division (of which there are 493) for the United
States of America, devised by Rand McNally based upon geography, population and
other factors, which units form the basis for the auction by the FCC of a
portion of the Licenses for PCS Systems for Basic Trading Areas, as defined by
the FCC.

        "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
London, Houston, and New York, as relevant to the determination to be made or
the action to be taken.

        "Capital Expenditures" shall mean, in respect of any Person,
expenditures for the purchase of tangible assets of long-term use which are
capitalized in accordance with GAAP.

        "Capitalized Lease Obligation" shall mean that portion of any obligation
of a Person as lessee under a lease which is required to be capitalized on the
balance sheet of such lessee in accordance with GAAP.



                                       3
<PAGE>   11

        "Cash Interest Expense" shall mean, for any period, for the Borrower and
its Restricted Subsidiaries, on a consolidated basis, cash interest paid or
accrued in respect of Total Debt, together with amortization of fees associated
therewith (other than fees payable prior to the Agreement Date), all as
determined in accordance with GAAP and shall also include the interest component
of payments for such period in respect of Capitalized Lease Obligations;
provided, however, that each scheduled semi-annual interest payment on Permitted
Debt shall be treated as two (2) equal quarterly payments (the first of which
shall be deemed to have been paid on the date that is three (3) months prior to
the semi-annual interest payment date on such Permitted Date).

        "Cellular System" means a cellular mobile radio telephone system
constructed and operated in an MSA or an RSA (or any successor territorial
designation) pursuant to a License therefor issued by the FCC.

        "Certificate of Financial Condition" shall mean a certificate,
substantially in the form of Exhibit C attached hereto, signed by the chief
financial officer of the Borrower, together with any schedules, exhibits or
annexes appended thereto.

        "Change of Control" shall mean (i) directly or indirectly a sale,
transfer, or other conveyance of all or substantially all of the assets of the
Borrower, on a consolidated basis, to any "person" or "group" (as such terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or
not applicable), excluding transfers or conveyances to or among the Borrower's
Restricted Subsidiaries, as an entirety or substantially as an entirety in one
transaction or series of related transactions, in each case with the effect that
the Person or group of Persons that, as of the date of this Agreement, are not
shareholders of the Borrower (or any Person or group of Persons that, as of the
Agreement Date, are Affiliates of such shareholders) own more than 50% of the
aggregate number of votes of all classes of capital stock of the Borrower which
ordinarily have voting power for the election of directors, managers or trustees
of the transferee entity immediately after such transaction, (ii) any "person"
or "group" (as such terms are used for purposes of Sections 13(d) and 14(d) of
the Exchange Act, whether or not applicable), other than the shareholders of the
Borrower as of the Agreement Date (or any Person or group of Persons that, as of
the Agreement Date, are Affiliates of such shareholders), is or becomes the
"beneficial owner" (as that term is used in Rules 13d-3 and 13d-5 under the
Exchange Act, whether or not applicable, except that a Person shall be deemed to
have "beneficial ownership" of all shares that any such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than 50% of the aggregate number of
votes of all classes of capital stock of the Borrower which ordinarily have
voting power for the election of directors of the Borrower, or (iii) during any
period of twenty-four (24) consecutive months, individuals who at the beginning
of such period constituted the board of directors of the Borrower, together with
any new directors whose election by such board or whose nomination for election
by the shareholders of the Borrower was approved by a vote of a majority of the
directors then still in office who were either



                                       4
<PAGE>   12

directors at the beginning of such period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority of the board of directors of the Borrower then in office.

        "Co-Agents" shall mean Skandinaviska Enskilda Banken AB and U.S. Bank
National Association, in their respective capacities as co-agents hereunder.

        "Co-Documentation Agents" shall mean Bank of America N.A., The Chase
Manhattan Bank, and Barclays Bank Plc, in their respective capacities as
co-documentation agents hereunder.

        "Co-Syndication Agents" shall mean Bank of America N.A., The Chase
Manhattan Bank, and Barclays Bank Plc, in their respective capacities as
co-syndication agents hereunder.

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

        "Collateral" shall mean any property of any kind provided as collateral
for the Obligations under any of the Security Documents.

        "Commitments" shall mean, collectively, the Revolving Loan Commitment
and any other commitment issued after the Agreement Date pursuant to Section
2.1(e) 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 amended and as the same may be in effect from time to time.

        "Conduit Lender" shall mean any special purpose corporation organized
and administered by any Lender for the purpose of making Loans hereunder
otherwise required to be made by such Lender and designated by such Lender in a
written instrument, subject to the consent of the Administrative Agent and the
Borrower; provided that the designation by any Lender of a Conduit Lender shall
not relieve the designating Lender of any of its obligations to fund a Loan
under this Agreement if, for any reason, its Conduit Lender fails to fund any
such Loan, and the designating Lender (and not the Conduit Lender) shall have
the full rights and responsibilities to deliver all consents and waivers
required or requested under this Agreement with respect to its Conduit Lender,
and provided further that no Conduit Lender shall (a) be entitled to receive any
greater amount pursuant to Section 2.11, 2.13, or 9.11 or Article 10 than the
designating Lender would have been entitled to receive in respect of the
extensions of credit made by such Conduit Lender or (b) be deemed to have any
Revolving Loan Commitment hereunder.

        "Conversion Date" shall mean the date 364 days following the Agreement
Date.



                                       5
<PAGE>   13

        "Debt Service" shall mean, for any period, the amount of Cash Interest
Expense, together with scheduled principal repayments (excluding any repayments
made or required to be made in accordance with Section 2.8 hereof) in respect of
Indebtedness for Money Borrowed, of the Borrower and its Restricted Subsidiaries
on a consolidated basis. For purposes of this definition, `principal' shall
include the principal component of payments for such period in respect of
Capitalized Lease Obligations.

        "Default" shall mean any Event of Default, and any of the events
specified in Section 8.1, 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 a simple per annum interest rate equal to the
sum of the otherwise applicable Interest Rate Basis plus two percent (2%). With
respect to amounts (other than principal) bearing interest at the Default Rate,
for purposes of the foregoing sentence, the words "otherwise applicable Interest
Rate Basis," shall be deemed to mean the Base Rate Basis.

        "Distribution Agreement" shall mean that certain Agreement and Plan of
Distribution dated as of May 3, 1999 between the Borrower and VoiceStream
Wireless Corporation.

        "Dollars" or "$" shall mean the basic unit of the lawful currency of the
United States of America.

        "Environmental Laws" shall mean, with respect to any Person, all
applicable federal, state and local laws, statutes, rules, regulations and
ordinances, codes, common law, consent agreements to which such Person is a
party or by which it is bound, orders, decrees, judgments and injunctions
issued, promulgated, approved or entered thereunder affecting such Person or its
property and 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, on, or in 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. Section 9601 et seq.), or the Resource Conservation and Recovery Act of
1976, as amended (42 U.S.C. Section 6901 et seq.).

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



                                       6
<PAGE>   14

        "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), 414(c), 414(m), or 414(o)) of which
the Borrower is a member.

        "Eurodollar Advance" shall mean an Advance which the Borrower requests
to be made as a Eurodollar Advance or which is reborrowed as a Eurodollar
Advance, and which bears interest at the Eurodollar Basis, in accordance with
the provisions of Section 2.2 hereof, and which shall be in a principal amount
of at least $5,000,000 and in an integral multiple of $1,000,000.

        "Eurodollar Basis" shall mean a simple per annum interest rate (rounded
upward, if necessary, to the nearest one-hundredth (1/100th) of one percent)
equal to the sum of (a) the quotient of (i) the Eurodollar Rate divided by (ii)
one minus the Eurodollar Reserve Percentage, stated as a decimal, plus (b) the
Applicable Margin. The Eurodollar Basis shall apply to Interest Periods of one
(1), two (2), three (3), six (6), and, subject to availability, 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 pursuant to Section
2.3(f) hereof. The Borrower may elect an Interest Period of nine (9) or twelve
(12) months for a Eurodollar Advance unless the Administrative Agent has been
notified by at least one Lender that (i) such Lender does not have available to
it funds for its portion of the proposed Advance which are not required for
other purposes, or (ii) such funds are not available to such Lender at a rate at
or below the Eurodollar Rate for such proposed Advance and Interest Period.

        "Eurodollar Rate" shall mean, for any Interest Period, the average of
the interest rates per annum (rounded upward to the nearest one-sixteenth of one
percent (1/16%)) which appear on Telerate Page 3750 as of 11:00 a.m. (London
time), or, if unavailable, any generally accepted successor rate selected by the
Administrative Agent, two (2) Business Days before the first day of such
Interest Period, in an amount approximately equal to the principal amount of,
and for a length of time approximately equal to the Interest Period for, the
Eurodollar Advance sought by the Borrower.

        "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, as
the maximum reserve 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. The Eurodollar Basis for any Eurodollar Advance shall be adjusted as
of the effective date of any change in the Eurodollar Reserve Percentage.

        "Event of Default" shall mean any of the events specified in Section
8.1, provided that any requirement for notice or lapse of time or both has been
satisfied.



                                       7
<PAGE>   15

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as it may
be amended, and any successor act thereto.

        "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 or its Affiliate from
three (3) federal funds brokers of recognized standing selected by the
Administrative Agent or its Affiliate.

        "Fee Letters" shall mean, collectively, those certain agreements dated
as of the Agreement Date setting forth the applicable fees to be paid by the
Borrower to the other parties to this Agreement in connection with the Loans and
the Revolving Loan Commitment created hereunder.

        "Fixed Charge Coverage Ratio" shall mean on any calculation date, for
the Borrower and its Restricted Subsidiaries on a consolidated basis, the ratio
of (a) the sum (without double-counting) of (i) Operating Cash Flow for the most
recently-completed four fiscal quarter period, plus (ii) the unused portion of
the Revolving Loan Commitment which is available for borrowing as of the
calculation date without causing a Default hereunder, plus (iii) cash on hand at
the beginning of such fiscal period, to (b) Fixed Charges.

        "Fixed Charges" shall mean on any calculation date, for the Borrower and
its Restricted Subsidiaries on a consolidated basis for the most recently
completed fiscal four-quarter period, the sum of (a) Debt Service, plus (b)
Capital Expenditures paid in cash, plus (c) cash income taxes paid, plus (d)
Restricted Payments made as permitted under Section 7.7 hereof.

        "GAAP" shall mean 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 with respect to outstanding letters of credit.



                                       8
<PAGE>   16

        "Incremental Facility" shall have the meaning assigned thereto in
Section 2.1(e).

        "Incremental Facility Loans" shall mean, collectively, the amount
advanced by certain of the Lenders to the Borrower under the Incremental
Facilities.

        "Indebtedness" shall mean, with respect to any Person, and without
duplication, (a) all items, except items of 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,
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 lower of
(i) the face amount of such obligations or (ii) the higher of the fair market
value or the book value of the property or asset subject to such Lien if the
obligation secured thereby shall not have been assumed, (c) 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, and (d) all
reimbursement obligations with respect to outstanding letters of credit, whether
drawn or undrawn.

        "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, 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, and, without
duplication, Guaranties of any of the foregoing. 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 to it in Section 5.11
hereof.

        "Initial Maturity Date" shall mean the earlier of (a) March 31, 2008, or
(b) such earlier date on which the payment of all outstanding Obligations shall
be due (whether by acceleration or otherwise).

        "Interest Hedge Agreements" shall mean any interest rate swap, cap,
collar, floor, caption or swaption agreements, or any similar arrangements
designed to hedge the risk of variable interest rate volatility or to reduce
interest costs, arising at any time between the Borrower, on the one hand, and
any one or more of the Lenders, or any other Person (other than an Affiliate of
the Borrower), on the other hand, as such agreement or arrangement may be
modified, supplemented and in effect from time to time.



                                       9
<PAGE>   17

        "Interest Period" shall mean (a) in connection with any Base Rate
Advance, the period beginning on the date such Advance is made or deemed
continued and ending on the last Business Day of the calendar quarter in which
such Advance is made or deemed continued, provided, however, that if a Base Rate
Advance is made or deemed continued 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 Eurodollar
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 Eurodollar Advances only, 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
Eurodollar 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) no Interest Period shall extend beyond the Initial
Maturity Date with respect to Interest Periods applicable to Revolving Loans and
Term A Loans, the Maturity Date with respect to Interest Periods applicable to
the Term B Loans or such earlier date as would interfere with the Borrower's
repayment obligations hereunder. 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 Eurodollar
Basis, as appropriate.

        "Investment" shall mean, with respect to any Person, 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. "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.

        "IOA" shall mean any Interim Operations Authorization issued to the
Borrower or any of its Subsidiaries by the FCC, as listed on Schedule 2 hereto.

        "Lenders" shall mean the financial institutions 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.

        "Leverage Ratio" shall mean, as of the end of any fiscal quarter, the
ratio of Total Debt to Annualized Operating Cash Flow.



                                       10
<PAGE>   18

        "Licenses" shall mean any mobile telephone, cellular telephone,
microwave, paging, personal communications service, or other license,
authorization, certificate of compliance, franchise, approval or permit, other
than any IOA 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 Restricted
Subsidiaries, or by any Person in which the Borrower or any of its Restricted
Subsidiaries has an Investment, all of which are listed (together with IOAs so
designated) as of the Agreement Date on Schedule 2 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 similar 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, any Notes, the Borrower's
Pledge Agreement, the Security Agreement, the Subsidiary Security Agreement, the
Subsidiary Guaranty, the Subsidiary Pledge Agreement, any Subordination
Agreement, all legal opinions issued by counsel to the Borrower or any of its
Subsidiaries, any reliance letters issued with respect to legal opinions, the
Fee Letters, all Requests for Advance, all Interest Hedge Agreements between the
Borrower, on the one hand, and the Administrative Agent or its Affiliate and the
Lenders, or any of them, on the other hand, including any Interest Hedge
Agreements entered into prior to the Agreement Date, and all other material
documents and agreements executed or delivered in connection with or
contemplated by this Agreement.

        "Loans" shall mean, collectively, the Revolving Loans and the Term Loans
and, if any Incremental Facility is effected, the Incremental Facility Loans
made under such Incremental Facility.

        "Majority Lenders" shall mean (i) at any time prior to the termination
of the Commitments, Lenders the sum of whose Undrawn Commitments plus Loans
outstanding, as applicable, equals or exceeds fifty and one-hundredth of one
percent (50.01%) of the sum of the then existing Loans outstanding plus Undrawn
Commitments hereunder on the date thereof, or (ii) at any time after the
termination of the Commitments, Lenders the total of whose Loans outstanding
equals or exceeds fifty and one-hundredth of one percent (50.01%) of the total
principal amount of the Loans then outstanding hereunder.

        "Managing Agents" shall mean Dresdner Bank, AG, New York and Grand
Cayman Branches, First Union National Bank, Fleet National Bank, Goldman Sachs
Credit Partners LP, Cooperatieve Centrale-Raiffeisen Boerenleenbank B.A.
"Rabobank International," New York Branch, and Union Bank of California, N.A.,
in their respective capacities as managing agents hereunder.



                                       11
<PAGE>   19

        "Materially Adverse Effect" shall mean (i) any material adverse effect
upon the business, assets, liabilities, financial condition, results of
operations, or properties of the Borrower and its Restricted Subsidiaries taken
as a whole, or (ii) a material adverse effect upon the binding nature, validity,
or enforceability of this Agreement, any Notes, and the other Loan Documents or
upon the ability of the Borrower and its Restricted 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, taken as a whole 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 taken as a
whole; 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.

        "Maturity Date" shall mean the earlier of (a) September 30, 2008, or (b)
such earlier date on which the payment of all outstanding Obligations shall be
due (whether by acceleration or otherwise).

        "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.

        "MTA" shall mean any of the 51 "major trading areas" into which the
United States of America is organized, as set forth in the Rand McNally 1992
Commercial Atlas & Marketing Guide, 123d Edition, at pages 38-39.

        "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

        "Necessary Authorizations" shall mean all approvals and licenses from,
and all filings and registrations with, any governmental or other regulatory
authority, including, without limiting the foregoing, the Licenses and all
grants, approvals, licenses, filings and registrations under the Communications
Act, necessary in order to enable the Borrower or any of its Restricted
Subsidiaries to own, construct, maintain and operate Telecommunications Assets
and Telecommunications Businesses and to make and hold Investments in other
Persons who own, construct, maintain, and operate Telecommunications Assets and
Telecommunications Businesses.

        "Net Income" shall mean, for the Borrower and its Restricted
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,
swap or other disposition of assets or securities by the Borrower or any of its
Restricted Subsidiaries, the aggregate amount of cash received for such assets
or securities (including, without limitation, any payments received for
non-competition covenants, consulting or management fees, and any portion of the
amount received evidenced by a buyer



                                       12
<PAGE>   20

promissory note or other evidence of Indebtedness), net of (i) amounts reserved,
if any, for taxes payable with respect to any such sale (after application of
any available losses, credits or other offsets), (ii) reasonable and customary
transaction costs properly attributable to such transaction and payable by the
Borrower or any of its Restricted Subsidiaries (other than to an Affiliate if
not on an arms length basis) in connection with such sale, lease, transfer or
other disposition of assets or securities, and (iii) until actually received by
the Borrower or any of its Restricted Subsidiaries, any portion of the amount
received held in escrow or evidenced by a buyer promissory note, or a
non-compete agreement or covenant, management agreement or consulting agreement,
for which compensation is paid over time. Upon receipt by the Borrower or any of
its Restricted Subsidiaries of amounts referred to in item (iii) of the
preceding sentence, such amounts shall then be deemed to be "Net Proceeds."

        "Net Proceeds Trust" shall have the meaning ascribed to such term in
Section 2.8(b) hereof.

        "Notes" shall mean, collectively, the Revolving Notes and the Term
Notes.

        "Obligations" shall mean (i) all payment and performance obligations of
every kind, nature and description of the Borrower, its Restricted Subsidiaries,
and any other obligors to the Lenders, Affiliates of the Lenders in connection
with Interest Hedge Agreements, the Administrative Agent, or any of them, under
this Agreement and the other Loan Documents (including 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,
any such Restricted Subsidiary, or any such other obligor, whether or not such
claim is allowed in such bankruptcy action), 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, and (ii) the obligation to pay an amount equal to
the amount of any and all damage which the Lenders, the Administrative Agent, or
any of them, may suffer by reason of a breach by the Borrower, any of its
Restricted Subsidiaries, or any other obligor, of any obligation, covenant or
undertaking with respect to this Agreement or any other Loan Document.

        "Operating Cash Flow" shall mean, for any fiscal quarter, for the
Borrower and its Restricted Subsidiaries on a consolidated basis, Net Income for
such quarter (after eliminating any extraordinary gains and losses, including
gains and losses from the sale of assets, and minority interests, and equity in
earnings (losses) of non-consolidated entities), plus, to the extent deducted or
accrued in determining Net Income, the sum of each of the following for such
quarter: (i) depreciation, amortization, and other non-cash charges, (ii) income
tax expense, and (iii) interest expense. For purposes of the covenants set forth
in Sections 7.8 through 7.11 hereof, if either the Borrower or any Restricted
Subsidiary makes any Acquisition during a period in which Operating Cash



                                       13
<PAGE>   21

Flow is to be determined hereunder, such Operating Cash Flow will be determined
on a pro forma basis as if such Acquisition were consummated on the first day of
the relevant period.

        "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 a mobile communications system constructed and
operated in a BTA or an MTA (or any successor territorial designations) pursuant
to a License therefor issued by the FCC.

        "Performance Certificate" shall mean 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 D.

        "Permitted Asset Sale" shall mean the sale by the Borrower or any of its
Restricted Subsidiaries of all or any substantial part of its or their assets as
and to the extent permitted under Section 7.4(a) hereof.

        "Permitted Debt" shall mean Indebtedness for Money Borrowed permitted to
be incurred and to remain outstanding by the Borrower and its Restricted
Subsidiaries, pursuant to Section 7.1 hereof.

        "Permitted Investments" shall mean Investments described in and
permitted to be made under Section 7.6 hereof.

        "Permitted Liens" shall mean, as applied to any Person:

               (a) Any Lien in favor of the Administrative Agent (for itself and
for the ratable benefit of the Lenders) given to secure the Obligations;

               (b) (i) Liens on real estate for real estate taxes 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 and remain unstayed for a period of thirty (30) days after their
commencement;

               (c) Liens of landlords, 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;



                                       14
<PAGE>   22

               (d) Liens incurred in the ordinary course of business in
connection with worker's compensation and unemployment insurance;

               (e) Restrictions on the transfer of assets imposed by any of
the Licenses as now in effect or by the Communications Act, any state laws, and
any regulations thereunder;

               (f) Easements, rights-of-way, restrictions and other similar
encumbrances on the use of real property which do not interfere with the
ordinary conduct of the business of such Person, or Liens incidental to the
conduct of the business of such Person or to the ownership of its properties
which were not incurred in connection with Indebtedness or other extensions of
credit and which do not in the aggregate materially detract from the value of
such properties or materially impair their use in the operation of the business
of such Person;

               (g) Purchase money security interests, which are perfected
automatically by operation of law, only for the period (not to exceed twenty
(20) days) of automatic perfection under the law of the applicable jurisdiction,
and limited to Liens on assets so purchased;

               (h) Liens reflected by Uniform Commercial Code financing
statements filed in respect of true leases; and

               (i) Any Liens of record which secure Indebtedness permitted
under Section 7.1(c) and Section 7.1(d) hereof. Permitted Liens described in
this subsection (i) are listed as of the Agreement Date on Schedule 3 attached
hereto.

        "Permitted Tower Transactions" shall mean one or more sale and leaseback
transactions, or any other transactions resulting in a material transfer of
economic interests, that involve solely transmission towers and related assets
used in the business of the Borrower or its Restricted Subsidiaries, provided
that (i) the cumulative aggregate value of all consideration for all such
transactions effected after the Agreement Date shall not exceed $200,000,000,
and (ii) the terms and conditions of any such transaction shall be subject to
the prior approval of the Administrative Agent, such approval not to be
unreasonably withheld or delayed.

        "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, with respect to any Person, an employee benefit plan
within the meaning of Section 3(3) of ERISA or any other employee benefit plan
maintained for employees of such Person.



                                       15
<PAGE>   23

        "Pro Forma Debt Service" shall mean projected Debt Service for the
Borrower and its Restricted Subsidiaries on a consolidated basis with respect to
the next succeeding fiscal four-quarter period following the calculation date,
and after giving effect to any Interest Hedge Agreements and all Eurodollar
Advances. For purposes of this definition, (i) it shall be assumed that the
Indebtedness for Money Borrowed with respect to which Debt Service is being
calculated shall remain at the level outstanding on the calculation date for the
entire succeeding four fiscal-quarter period except to the extent of principal
repayments required during such period, and (ii) where interest payments on
Indebtedness for Money Borrowed for the fiscal four-quarter period immediately
succeeding the calculation date are not fixed by way of Interest Hedge
Agreements, Eurodollar Advances, or otherwise for the entire period, interest
shall be calculated on such Indebtedness for Money Borrowed for periods for
which interest payments are not so fixed at the lower of (y) the Base Rate Basis
on the calculation date, or (z) the Eurodollar Basis which would be in effect on
the calculation date for a Eurodollar Advance having a twelve-month Interest
Period.

        "Register" shall have the meaning set forth in Section 11.5(c) hereof.

        "Remaining Dollar-Years" shall mean, with respect to any Indebtedness
for Money Borrowed at any date, the sum of the products obtained by multiplying
(a) the amount of each remaining scheduled payment of principal (or in the case
of a revolving credit facility, each scheduled reduction in the revolving credit
commitment) by (b) the number of years (calculated to the nearest twelfth) which
will elapse between such date and the making of the payment (or in the case of a
revolving credit facility, such scheduled reduction in the revolving credit
commitment).

        "Reportable Event" shall have the meaning set forth in Title IV of
ERISA.

        "Request for Advance" shall mean a certificate designated as a "Request
for Advance," signed by an Authorized Signatory requesting an Advance hereunder,
which shall be in substantially the form of Exhibit E 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, and, with respect
to a Eurodollar Advance, the Interest Period selected by the Borrower, (ii)
state that there shall not exist, on the date of the requested Advance both
before and after giving effect thereto, a Default, and (iii) as to an Advance
which will increase the principal amount of the Loans then outstanding, specify
the use of the proceeds of the Advance being requested.

        "Restricted Payment" shall mean (i) any direct or indirect distribution,
dividend or other cash payment by the Borrower or any of its Restricted
Subsidiaries to any Person (other than to the Borrower or any other Restricted
Subsidiary of the Borrower) on account of any general or limited partnership
interest in, or ownership of any shares of capital stock or other securities of,
the Borrower or any of its Restricted Subsidiaries; (ii) any payment in respect
of Subordinated Debt of the Borrower or any Restricted Subsidiary; or (iii) any
payment by the Borrower or any of its Restricted Subsidiaries to a



                                       16
<PAGE>   24

Person other than the Borrower or any of its Restricted Subsidiaries under any
management or consulting agreement or other similar agreement or arrangement not
entered into in the ordinary course of business.

        "Restricted Purchase" shall mean any payment by the Borrower or any of
its Restricted Subsidiaries on account of the purchase, redemption or other
acquisition or retirement of any general or limited partnership interest in, or
shares of capital stock or other securities of, the Borrower or any of the
Borrower's Restricted Subsidiaries, including, without limitation, any warrants
or other rights or options to acquire shares of capital stock or partnership
interests of the Borrower or any of the Borrower's Restricted Subsidiaries.

        "Restricted Subsidiaries" shall mean the Subsidiaries of the Borrower
whose assets and capital stock are pledged as security for the Obligations which
are designated as of the Agreement Date as Restricted Subsidiaries on Schedule 1
attached hereto, each of which shall be a signatory to the Subsidiary Guaranty
and the Subsidiary Security Agreement. "Restricted Subsidiaries" shall also
include Subsidiaries of the Borrower designated by the Borrower as Restricted
Subsidiaries after the Agreement Date, pursuant to the provisions of Section
5.14(a) hereof.

        "Revolving A Commitment" shall mean the several obligations of certain
of the Lenders to advance the sum of up to $500,000,000 to the Borrower on or
after the Agreement Date, in accordance with their respective Revolving A
Commitment Ratios and as such amount may be reduced from time to time, all
pursuant to the terms hereof.

        "Revolving A Commitment Ratios" shall mean the percentages in which
certain of the Lenders are severally bound to make Advances to the Borrower
under the Revolving A Commitment, which percentages are set forth (together with
dollar amounts) on Schedule 4-A attached hereto as of the Agreement Date and
thereafter as set forth in the Register and shall equal, for any Lender, the
Revolving A Commitment for such Lender divided by the aggregate Revolving A
Commitments for all Lenders.

        "Revolving A Loans" shall mean, collectively, the amount advanced by
certain of the Lenders to the Borrower under the Revolving A Commitment, not to
exceed the amount of the Revolving A Commitment.

        "Revolving A Notes" shall mean those certain revolving promissory notes
in the aggregate original principal amount of $500,000,000, one issued by the
Borrower to each of the Lenders issuing a Revolving A Commitment that requests a
promissory note, in accordance with each such Lender's Revolving A Commitment
Ratio for the Revolving A Commitment, each one substantially in the form of
Exhibit F-1 attached hereto, and any extensions, modifications, renewals or
replacements of or amendments to any of the foregoing.



                                       17
<PAGE>   25

        "Revolving B Commitment" shall mean the several obligations of certain
of the Lenders to advance the sum of up to $500,000,000 to the Borrower on or
after the Agreement Date and on or prior to the Conversion Date, in accordance
with their respective Revolving B Commitment Ratios and as such amount may be
reduced from time to time, all pursuant to the terms hereof; provided, however,
that for purposes of determining the Revolving Loan Commitment in the definition
of "Majority Lenders," on any date of determination after the Conversion Date,
the Revolving B Commitment shall be deemed to be the outstanding principal
balance of Revolving B Loans as of such date of determination.

        "Revolving B Commitment Ratios" shall mean the percentages in which
certain of the Lenders are severally bound to make Advances to the Borrower
under the Revolving B Commitment, which percentages are set forth (together with
dollar amounts) on Schedule 4-B attached hereto as of the Agreement Date and
thereafter as set forth in the Register and shall equal, for any Lender, the
Revolving B Commitment for such Lender divided by the aggregate Revolving B
Commitments for all Lenders.

        "Revolving B Loans" shall mean, collectively, the amount advanced by
certain of the Lenders to the Borrower under the Revolving B Commitment, not to
exceed the amount of the Revolving B Commitment.

        "Revolving B Notes" shall mean those certain revolving promissory notes
in the aggregate original principal amount of $500,000,000, one issued by the
Borrower to each of the Lenders issuing a Revolving B Commitment that requests a
promissory note, in accordance with each such Lender's Revolving B Commitment
Ratio for the Revolving B Commitment, each one substantially in the form of
Exhibit F-2 attached hereto, and any extensions, modifications, renewals or
replacements of or amendments to any of the foregoing.

        "Revolving Loan Commitment" shall mean, collectively, the Revolving A
Commitment and the Revolving B Commitment.

        "Revolving Loans" shall mean, collectively, the Revolving A Loans and
the Revolving B Loans.

        "Revolving Notes" shall mean, collectively, the Revolving A Notes and
the Revolving B 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.

        "Security Agreement" shall mean that certain Security Agreement of even
date herewith between the Borrower and the Administrative Agent, substantially
in the form of Exhibit G attached hereto.



                                       18
<PAGE>   26

        "Security Documents" shall mean the Borrower's Pledge Agreement, the
Subsidiary Guaranty, the Subsidiary Pledge Agreement, the Security Agreement,
the Subsidiary Security Agreement, the Assignment of Rights by Partner, any
other agreement or instrument providing collateral for the Obligations whether
now or hereafter in existence, and any filings, instruments, agreements, and
documents related thereto or to this Agreement, and providing the Administrative
Agent, for itself and for the ratable benefit of the Lenders, with Collateral
for the Obligations.

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

        "Senior Debt" shall mean for the Borrower and its Restricted
Subsidiaries on a consolidated basis, the sum (without duplication) of their
Indebtedness for Money Borrowed, other than Subordinated Debt.

        "Senior Subordinated Notes" means those certain 10 1/2% Western Wireless
Corporation Senior Subordinated Notes due 2006 in the original principal amount
of $200,000,000 and those certain 10 1/2% Western Wireless Corporation Senior
Subordinated Notes due 2007 in the original principal amount of $200,000,000.

        "Subordinated Debt" shall mean (a) $400,000,000 of Subordinated Debt
outstanding as of the Agreement Date consisting of the Senior Subordinated
Notes; and (b) other subordinated Indebtedness for Money Borrowed of the
Borrower, unsecured with respect to the Borrower and its Restricted
Subsidiaries, subject to the following: (i) the Borrower shall, in a certificate
provided on the date of incurrence of such subordinated Indebtedness for Money
Borrowed, demonstrate its current and projected pro forma compliance (giving
effect to the incurrence of such subordinated Indebtedness for Money Borrowed)
with Sections 7.8, 7.9, 7.10, and 7.11; (ii) there shall be no repayment of the
principal amount of such subordinated Indebtedness for Money Borrowed including
any sinking fund payments or other principal payments until at least one year
and one day after the Maturity Date; (iii) the final maturity of such
subordinated Indebtedness for Money Borrowed must be at least one year and one
day after the Maturity Date; (iv) such subordinated Indebtedness for Money
Borrowed shall contain no covenants or provisions more restrictive, taken as a
whole, on the Borrower and its Subsidiaries than those contained herein; and (v)
the terms of subordination shall be (x) as set forth in the Subordination
Agreement, (y) as in effect on the Agreement Date with respect to outstanding
Subordinated Debt, or (z) as otherwise reasonably acceptable to the Majority
Lenders.

        "Subordination Agreement" shall mean any Subordination Agreement between
certain holders of Subordinated Debt, on the one hand, and the Administrative
Agent, on the other hand, such Subordination Agreement to be substantially in
the form of Exhibit H attached hereto.



                                       19
<PAGE>   27

        "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 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 of which
more than fifty percent (50%) of the outstanding partnership 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.
"Subsidiaries" as used herein, unless otherwise indicated, shall mean all
Subsidiaries of the Borrower, including Restricted Subsidiaries and Unrestricted
Subsidiaries. The Subsidiaries of the Borrower as of the Agreement Date are set
forth on Schedule 1 attached hereto.

        "Subsidiary Guaranty" shall mean, collectively, that certain Subsidiary
Guaranty of even date herewith in favor of the Administrative Agent, for itself
and for the ratable benefit of the Lenders, given by each Restricted Subsidiary
of the Borrower, substantially in the form of Exhibit I attached hereto, and any
similar guaranty delivered pursuant to Section 5.13 hereof.

        "Subsidiary Pledge Agreement" shall mean, collectively, that certain
Subsidiary Pledge Agreement of even date herewith between each Restricted
Subsidiary of the Borrower having one or more of its own corporate Restricted
Subsidiaries, on the one hand, and the Administrative Agent, on the other hand,
substantially in the form of Exhibit J attached hereto, and any similar pledge
agreement delivered pursuant to Section 5.13 hereof.

        "Subsidiary Security Agreement" shall mean, collectively, that certain
Subsidiary Security Agreement of even date herewith between each of the
Borrower's Restricted Subsidiaries, on the one hand, and the Administrative
Agent, on the other hand, substantially in the form of Exhibit K attached
hereto, and any similar security agreement delivered pursuant to Section 5.13
hereof.

        "Telecommunications Asset" shall mean any asset of a Telecommunications
Business, including without limitation, a partnership, membership, stock or
other equity interest in a Telecommunications Business.

        "Telecommunications Business" shall mean any business engaged in (a)
transmitting, or providing services related to the transmission of, voice,
video, or data through owned or leased wireline or wireless transmission
facilities, including without limitation, a business engaged in the business of
operating a Cellular System or a PCS System, (b) creating, developing,
acquiring, constructing, installing, repairing, maintaining or marketing
communications related systems, network equipment and



                                       20
<PAGE>   28

facilities, software and other products, or (c) evaluating, owning, operating,
participating in or pursuing another business related to any business described
in clause (a) or (b) above (in the case of this clause (c), however, in a manner
consistent with the Borrower's manner of business); provided, however, that the
determination of what constitutes a Telecommunications Business shall be made in
good faith by the board of directors of the Borrower.

        "Term A Loans" shall mean, collectively, the amounts advanced by certain
of the Lenders to the Borrower in an aggregate amount of $500,000,000, as set
forth on Schedule 4-C attached hereto.

        "Term A Notes" shall mean those certain term promissory notes in the
aggregate original principal amount of $500,000,000, one issued to each of the
Lenders listed on Schedule 4-C hereto that requests a promissory note, by the
Borrower in the amount of each of such Lender's Term A Loan to the Borrower,
each one substantially in the form of Exhibit L-1 attached hereto, and any
extensions, modifications, renewals or replacements of or amendments to any of
the foregoing.

        "Term B Loans" shall mean, collectively, the amounts advanced by certain
of the Lenders to the Borrower in an aggregate amount of up to $600,000,000.

        "Term B Notes" shall mean those certain term promissory notes in the
aggregate original principal amount of $600,000,000, one issued to each of the
Lenders listed on Schedule 4-D hereto that requests a promissory note, by the
Borrower in the amount of each of such Lender's Term B Loan to the Borrower,
each one substantially in the form of Exhibit L-2 attached hereto, and any
extensions, modifications, renewals or replacements of or amendments to any of
the foregoing.

        "Term Loans" shall mean, collectively, the Term A Loans and the Term B
Loans.

        "Term Notes" shall mean, collectively, the Term A Notes and the Term B
Notes.

        "Total Debt" shall mean, for the Borrower and the Restricted
Subsidiaries of the Borrower, on a consolidated basis as of any calculation
date, the sum (without duplication) of (a) Senior Debt, plus (b) Subordinated
Debt, plus (c) without double-counting, any Guaranties of Indebtedness permitted
hereunder.

        "Undrawn Commitments" shall mean the undrawn amount of the Revolving
Loan Commitment, together with the undrawn amount of all commitments issued
under any and all of the Incremental Facilities.

        "Unrestricted Subsidiaries" shall mean the Subsidiaries of the Borrower
designated as Unrestricted Subsidiaries on Schedule 1 attached hereto, together
with any Subsidiaries of the Borrower created or acquired after the Agreement
Date which are not Restricted Subsidiaries.



                                       21
<PAGE>   29

        "Use of Proceeds Letter" shall mean that certain Use of Proceeds Letter,
substantially in the form of Exhibit M attached hereto, delivered to the
Administrative Agent and the Lenders on the Agreement Date pursuant to Article 3
hereof.

        "Weighted Average Life to Maturity" shall mean, with respect to any
Indebtedness for Money Borrowed at any date, the number of years obtained by
dividing the Remaining Dollar-Years of such Indebtedness for Money Borrowed by
the outstanding principal amount of such Indebtedness for Money Borrowed (or, in
the case of a revolving credit facility, the maximum amount of revolving credit
commitment, regardless of the amount of revolving loans then outstanding).

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

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

                                   ARTICLE 2.
                                     Loans

        Section 2.1   The Loans.

               (a) The Revolving A Loans. The Lenders who have issued a
Revolving A Commitment agree, severally in accordance with their respective
Revolving A Commitment Ratios and not jointly, upon the terms and subject to the
conditions of this Agreement, to lend and re-lend to the Borrower, on and after
the Agreement Date and prior to the Initial Maturity Date, amounts requested by
the Borrower which, in the aggregate, do not exceed at any time the amount of
the Revolving A Commitment. Advances under the Revolving A Commitment may be
repaid and reborrowed as provided in Section 2.2 hereof in order to reborrow
Eurodollar Advances for new Interest Periods or to otherwise effect changes in
the Interest Rate Bases applicable to the Advances hereunder, or otherwise.

               (b) The Revolving B Loans .The Lenders who have issued a
Revolving B Commitment agree, severally in accordance with their respective
Revolving B Commitment Ratios and not jointly, upon the terms and subject to the
conditions of this Agreement, to lend and re-lend to the Borrower, on and after
the Agreement Date and prior to the Conversion Date, amounts requested by the
Borrower which, in the aggregate, do not exceed at any time the amount of the
Revolving B Commitment. Advances under the Revolving B Commitment may be repaid
and reborrowed as provided in Section 2.2 hereof in order to reborrow Eurodollar
Advances for new Interest Periods or to otherwise effect changes in the Interest
Rate Bases applicable to the Advances hereunder, or otherwise; provided,
however, that there shall be no increase in the aggregate principal amount
outstanding under the Revolving B Commitment at any time after the Conversion
Date.



                                       22
<PAGE>   30

               (c) The Term A Loans. The Lenders who have agreed to make Term A
Loans agree, severally in accordance with their respective Term A Loan
percentages as set forth on Schedule 4-C hereof and not jointly, upon the terms
and subject to the conditions of this Agreement, to lend to the Borrower, on the
Agreement Date, an aggregate amount not to exceed $500,000,000. After the
Agreement Date, the Term A Loans will bear interest at the Eurodollar Basis or
the Base Rate Basis as provided in Section 2.2 hereof.

               (d) The Term B Loans. The Lenders who have agreed to make Term B
Loans agree, severally in accordance with their respective Term B Loan
percentages as set forth on Schedule 4-D hereof and not jointly, upon the terms
and subject to the conditions of this Agreement, to lend to the Borrower, on the
Agreement Date, an aggregate amount not to exceed $600,000,000. After the
Agreement Date, the Term B Loans will bear interest at the Eurodollar Basis or
the Base Rate Basis as provided in Section 2.2 hereof.

               (e) Incremental Facility. Subject to all the terms of this
Agreement and so long as no Default exists and is then continuing, from time to
time on and after the Agreement Date, the Borrower may incur additional
Indebtedness hereunder in the form of a revolving credit or term loan facility
(an "Incremental Facility", and all such facilities, the "Incremental
Facilities") in an aggregate principal amount that, when added to the aggregate
principal amount of any previously extended Incremental Facilities, does not
exceed $500,000,000. Each Incremental Facility shall (i) share in the Collateral
to the same extent as the other Loans, (ii) be entitled to prepayments pursuant
to Section 2.8 to the same extent as the other Loans, and (iii) not be secured
by any collateral other than the Collateral or guaranteed by any Person other
than pursuant to the Loan Documents. The interest rate, commitment fee rate,
amortization schedule and maturity date for each Incremental Facility shall be
as agreed upon between any Lenders agreeing to provide such Incremental Facility
and the Borrower; provided, however, that the Weighted Average Life to Maturity
of such Incremental Facility shall in no event be shorter than the Weighted
Average Life to Maturity of, collectively, the Revolving A Loans (which for such
purposes shall be deemed outstanding in the amount of the then applicable
Revolving A Commitment), the Revolving B Loans (which for such purposes shall be
deemed outstanding in the amount of the then applicable Revolving B Commitment
until the Conversion Date and thereafter the actual amount of the Revolving B
Loans outstanding), the Term A Loans and the Term B Loans on a combined basis
(excluding any other Incremental Facility). The lenders and the loans under each
Incremental Facility will be "Lenders" and "Loans" for all purposes of this
Agreement and the other Loan Documents. The Incremental Facility will be
documented pursuant to an amendment to this Agreement and, as appropriate, the
other Loan Documents, executed by the Borrower, each Person providing a
commitment to the Incremental Facility and the Administrative Agent. Such
amendment may, without the consent of any other Lenders, effect such amendments
to this Agreement and the other Loan Documents as may be necessary in the
opinion of the Administrative Agent, to effect the provisions of this



                                       23
<PAGE>   31

Section 2.1(e). An Incremental Facility may be established at any time at the
request of the Borrower, upon notice to the Administrative Agent, and subject
only to the agreement of Persons who, in their sole discretion, choose to
participate in such Incremental Facility. No Lender shall have any obligation to
participate in any Incremental Facility unless and until it commits to do so. At
the request of the Borrower, the Administrative Agent shall provide other
lenders with an opportunity to commit to each Incremental Facility, and such
other lenders shall become Lenders hereunder pursuant to a joinder agreement
reasonably satisfactory to the Administrative Agent and the Borrower.

        Section 2.2   Manner of Borrowing and Disbursement.

               (a) Choice of Interest Rate, Etc. Any Advance under the Revolving
Loan Commitment shall, at the option of the Borrower, be made as a Base Rate
Advance, or, subject to Article 10 hereof and except for the first two (2)
Business Days after the Agreement Date, a Eurodollar 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 borrow or to re-borrow any
Eurodollar Advances under the Revolving Loan Commitment, and all subsequent
Advances under the Revolving Loan Commitment shall be made as Base Rate
Advances. Any Advance as a Term Loan shall, at the option of the Borrower, be
made as a Base Rate Advance, or, subject to the provisions of Article 10 hereof
and except for the first two (2) Business Days after the Agreement Date, a
Eurodollar 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 borrow or re-borrow any Eurodollar Advance and upon expiration of any
Eurodollar Advance, such Advance shall be reborrowed as a Base Rate Advance. Any
notice given to the Administrative Agent in connection with a requested Advance
hereunder shall be given to the Administrative Agent prior to 11:30 a.m.
(Houston time) in order for such Business Day to count toward the minimum number
of Business Days required.

               (b) Base Rate Advances.

                      (i) Initial 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.

                      (ii) Repayments and Reborrowings. Upon at least one (1),
               with respect to items (A) and (C) of this sentence, or three (3),
               with respect to item (B) of this sentence, Business Days'
               irrevocable prior written notice to the Administrative Agent, the
               Borrower may repay or prepay a Base Rate Advance without regard
               to its Payment Date and (A) reborrow all or a portion of the
               principal amount thereof as one or more Base Rate



                                       24
<PAGE>   32

               Advances, (B) reborrow all or a portion of the principal thereof
               as one or more Eurodollar Advances, or (C) not reborrow all or
               any portion of such Base Rate Advance at that time. On the date
               indicated by the Borrower, such Base Rate Advance shall be so
               repaid and, as applicable, reborrowed.

               (c) Eurodollar Advances.

                      (i) Initial Advances. The Borrower shall give the
               Administrative Agent in the case of Eurodollar 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. The
               Administrative Agent, whose determination shall be conclusive
               absent manifest error, shall determine the available Eurodollar
               Bases and shall notify the Borrower of such Eurodollar Bases. The
               Borrower shall promptly notify the Administrative Agent by
               telephone or telecopy, and shall immediately confirm any such
               telephonic notice in writing, of its selection of a Eurodollar
               Basis and Interest Period for such Advance; provided, however,
               that the Borrower's failure to confirm any such telephonic notice
               in writing shall not invalidate any notice so given

                      (ii) Repayments and Reborrowings. At least three (3)
               Business Days prior to the Payment Date for a Eurodollar Advance,
               the Borrower shall give the Administrative Agent written notice
               specifying whether all or a portion of such Eurodollar Advance
               outstanding on the Payment Date (A) is to be repaid and then
               reborrowed in whole or in part as a Eurodollar Advance, and the
               Interest Period selected, (B) is to be repaid and then reborrowed
               in whole or in part as a Base Rate Advance, or (C) is to be
               repaid and not reborrowed at that time. Upon such Payment Date
               such Eurodollar Advance will, subject to the provisions hereof,
               be so repaid and, as applicable, reborrowed.

               (d) Notification of Lenders. Upon receipt of a Request for
Advance, or a notice from the Borrower with respect to a selection of an
Interest Period, or a notice from the Borrower with respect to any outstanding
Advance prior to the Payment Date for such Advance, the Administrative Agent
shall promptly notify each Lender by telephone or telecopy of the contents
thereof and the amount of such Lender's portion of the Advance. Each Lender
shall, not later than 2:30 p.m. (Houston 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.



                                       25
<PAGE>   33

                      (i) Prior to 3:00 p.m. (Houston time) on the date of an
               Advance hereunder, the Administrative Agent shall, subject to the
               satisfaction of any applicable conditions set forth in Article 3
               hereof, disburse the amounts made available to it 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.

                      (ii) Unless the Administrative Agent shall have received
               notice from a Lender prior to 2:30 p.m. (Houston 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 for the first three (3) days and
               thereafter at the Federal Funds Rate plus one percent (1%).

                      (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, together with
               interest thereon. The failure of any Lender to fund its portion
               of any Advance shall not relieve any other Lender of its
               obligation 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 satisfied all applicable conditions set
               forth in Article 3 hereof, a Lender for any reason fails or
               refuses to fund its portion of an Advance, then, until such time
               as such Lender has funded its portion of such Advance, or all
               other Lenders have received payment in full (whether by repayment
               or prepayment) of the principal and interest due in respect of



                                       26
<PAGE>   34

               such Advance, such non-funding Lender shall not have the right
               (i) to vote regarding any issue on which voting is required or
               advisable under this Agreement or any other Loan Document and the
               amount of the Loans outstanding and Undrawn Commitments, as
               applicable, or Loans, as applicable, held by such Lender shall
               not be counted as outstanding for purposes of determining
               "Majority Lenders" hereunder, and (ii) to receive payments of
               principal, interest or fees from the Borrower in respect of its
               unfunded portion of Advances.

        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 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 for the period through the date
immediately preceding such Payment Date. Interest on Base Rate Advances then
outstanding shall also be due and payable on the Initial Maturity Date with
respect to Revolving Loans and Term A Loans and the Maturity Date with respect
to the Term B Loans.

               (b) On Eurodollar Advances. Interest on each Eurodollar 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 Eurodollar Basis for such Advance, in
arrears on the applicable Payment Date for the period through the day
immediately preceding such Payment Date, and, in addition, if the Interest
Period for a Eurodollar Advance exceeds three (3) months, interest on such
Eurodollar Advance shall also be due and payable in arrears on every three-month
anniversary of the beginning of such Interest Period. Interest on Eurodollar
Advances then outstanding shall also be due and payable on the Initial Maturity
Date with respect to Revolving Loans and Term A Loans and the Maturity Date with
respect to the Term B Loans.

               (c) Interest if No Notice of Selection of Interest Rate Basis.
With respect to any Advance, if the Borrower fails to give the Administrative
Agent timely notice of its selection of a Eurodollar Basis, or if for any reason
a determination of a Eurodollar 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,
together with accrued and unpaid interest and other unpaid sums, shall bear
interest at the Default Rate. Such interest shall be payable on demand and shall
accrue until the earliest of (a) waiver or cure (to the satisfaction of the
Lenders required under Section 11.12 hereof to waive or cure) of the applicable
Event of Default, or (b) agreement by the Majority Lenders to rescind the
charging of interest at the Default Rate, or (c) payment in full of the
Obligations.



                                       27
<PAGE>   35

               (e) Eurodollar Advances. At no time may the number of outstanding
Eurodollar Advances exceed sixteen (16).

               (f) Applicable Margin.

                      (i) With respect to any Advance under the Revolving Loan
               Commitment and Term A Loans, the Applicable Margin shall be as of
               any calculation date the interest rate margin determined by the
               Administrative Agent based upon the Leverage Ratio determined for
               the most recent fiscal quarter end, to be adjusted from time to
               time effective as of the second Business Day after the financial
               statements referred to in Section 6.1 hereof are required to be
               furnished by the Borrower to the Administrative Agent and each
               Lender for the fiscal quarter most recently ended, expressed as a
               per annum rate of interest as follows:

<TABLE>
<CAPTION>
                                               Base Rate         Eurodollar
                                                Advance           Advance
                                               Applicable        Applicable
                     Leverage Ratio              Margin            Margin
                     --------------            ----------        ----------
<S>                                            <C>               <C>
               Greater than 7.50                 1.250%            2.250%

               Greater than 7.00 but less        1.000%            2.000%
               than or equal to 7.50

               Greater than 6.00 but less        0.875%            1.875%
               than or equal to 7.00

               Greater than 5.00 but less        0.750%            1.750%
               than or equal to 6.00

               Greater than 4.00 but less        0.500%            1.500%
               than or equal to 5.00

               Less than or equal to 4.00        0.125%            1.125%
</TABLE>

               In the event that the Borrower fails to timely provide (i) the
               financial statements referred to above in accordance with the
               terms of Section 6.1 hereof or (ii) the Performance Certificate
               referred to in Section 6.3 hereof, and without prejudice to any
               additional rights under Section 8.2 hereof, no downward
               adjustment of the Applicable Margin in effect for the preceding
               quarter shall occur until the actual delivery of such statements.

                      (ii) With respect to the Term B Loans, the Applicable
               Margin for Eurodollar Advances shall be 2.75% per annum and the
               Applicable Margin for Base Rate Advances shall be 1.75% per
               annum.

        Section 2.4   Repayment.

               (a) Commencing March 31, 2003 and at the end of each calendar
quarter thereafter, the outstanding Revolving A Commitment as of the opening of
business on March 31, 2003 shall be reduced by the amount set forth in the table
below as of the



                                       28
<PAGE>   36

applicable calendar quarter end and the outstanding principal balance of the
Revolving A Loans shall be repaid as of each such calendar quarter end in the
amount necessary to cause the principal balance outstanding on the Revolving A
Loans to be equal to or less than the Revolving A Commitment as so reduced:

<TABLE>
<CAPTION>
                                                              Annual Percentage of
                                Percentage of Revolving A     Revolving A Commitment as
                                Commitment as of the          of the opening of business
                                opening of business on        on March 31, 2003 to be
                                March 31, 2003 to be          Reduced Each Four-Quarter
Quarters Ending                 Reduced Each Quarter:         Period Ending December 31:
---------------                 ---------------------         --------------------------
<S>                             <C>                          <C>
March 31, 2003 through and                 2.50%                        10.00%
including December 31, 2003

March 31, 2004 through and                 3.75%                        15.00%
including December 31, 2004

March 31, 2005 through and                 6.25%                        25.00%
including December 31, 2005

March 31, 2006 through and                 6.25%                        25.00%
including December 31, 2006

March 31, 2007 through and                 5.00%                        20.00%
including December 31, 2007

March 31, 2008                             5.00%                        5.00%*
</TABLE>

*  for the one quarter period ending March 31, 2008

Any unpaid principal and interest of the Revolving A Loans and any other
outstanding Obligations under the Revolving A Commitment shall be due and
payable in full on the Initial Maturity Date.

               (b) Commencing March 31, 2003 and at the end of each calendar
quarter thereafter, the outstanding Revolving B Loans, if any, as of the opening
of business on March 31, 2003 shall be repaid in an amount equal to the product
of the outstanding Revolving B Loans as of the opening of business on March 31,
2003 multiplied by the percentage set forth in the table below as of the
applicable calendar quarter end:

<TABLE>
<CAPTION>
                                Percentage of Revolving       Annual Percentage of Revolving
                                B Loans as of the             B Loans as of the opening of
                                opening of business on        business on March 31, 2003 to
                                March 31, 2003 to be          be Repaid Each Four-Quarter
Quarters Ending                 Repaid Each Quarter:          Period Ending December 31:
---------------                 ---------------------         --------------------------
<S>                             <C>                          <C>
March 31, 2003 through and                 2.50%                        10.00%
including December 31, 2003

March 31, 2004 through and                 3.75%                        15.00%
including December 31, 2004
</TABLE>



                                       29
<PAGE>   37

<TABLE>
<S>                             <C>                          <C>
March 31, 2005 through and                 6.25%                        25.00%
including December 31, 2005

March 31, 2006 through and                 6.25%                        25.00%
including December 31, 2006

March 31, 2007 through and                 5.00%                        20.00%
including December 31, 2007

March 31, 2008                             5.00%                        5.00%*
</TABLE>

*  for the one quarter period ending March 31, 2008

Any unpaid principal and interest of the Revolving B Loans and any other
outstanding Obligations under the Revolving B Commitment shall be due and
payable in full on the Initial Maturity Date.

               (c) Commencing March 31, 2003 and at the end of each calendar
quarter thereafter, the outstanding principal balance of the Term A Loans as of
the opening of business on March 31, 2003 shall be repaid in an amount equal to
the product of the outstanding principal balance of the Term A Loan as of the
opening of business on March 31, 2003 multiplied by the percentage set forth
below as of the applicable calendar quarter end:

<TABLE>
<CAPTION>
                                                              Annual Percentage of Term
                                Percentage of Term A Loans    A Loans Outstanding as of
                                Outstanding as of the         the opening of business on
                                opening of business on        March 31, 2003 to be
                                March 31, 2003 to be          Reduced Each Four-Quarter
Quarters Ending                 Reduced Each Quarter:         Period Ending December 31:
------------------------------- --------------------------    ----------------------------
<S>                             <C>                           <C>
March 31, 2003 through and                 2.50%                        10.00%
including December 31, 2003

March 31, 2004 through and                 3.75%                        15.00%
including December 31, 2004

March 31, 2005 through and                 6.25%                        25.00%
including December 31, 2005

March 31, 2006 through and                 6.25%                        25.00%
including December 31, 2006

March 31, 2007 through and                 5.00%                        20.00%
including December 31, 2007

March 31, 2008                             5.00%                        5.00%*
</TABLE>

*  for the one quarter period ending March 31, 2008

Any unpaid principal and interest of the Term A Loans shall be due and payable
in full on the Initial Maturity Date.



                                       30
<PAGE>   38

               (d) Commencing March 31, 2003 and at the end of each calendar
quarter thereafter, the outstanding principal balance of the Term B Loans as of
the opening of business on March 31, 2003 shall be repaid in an amount equal to
the outstanding principal balance of the Term B Loan as of the opening of
business on March 31, 2003 multiplied by the percentage set forth below as of
the applicable calendar quarter end:

<TABLE>
<CAPTION>
                                                              Annual Percentage of Term
                                Percentage of Term B Loans    B Loans Outstanding as of
                                Outstanding as of the         the opening of business on
                                opening of business on        March 31, 2003 to be
                                March 31, 2003 to be          Reduced Each Four-Quarter
Quarters Ending                 Reduced Each Quarter:         Period Ending December 31:
------------------------------- --------------------------    ----------------------------
<S>                             <C>                           <C>
March 31, 2003 through and                 0.25%                         1.00%
including December 31, 2003

March 31, 2004 through and                 0.25%                         1.00%
including December 31, 2004

March 31, 2005 through and                 0.25%                         1.00%
including December 31, 2005

March 31, 2006 through and                 0.25%                         1.00%
including December 31, 2006

March 31, 2007 through and                 0.25%                         1.00%
including December 31, 2007

March 31, 2008 through and                 0.25%                        0.50%*
including June 30, 2008

September 30, 2008                         94.50%                      94.50%**
</TABLE>

*  for the two quarter period ending June 30, 2008

** for the one quarter period ending September 30, 2008

Any unpaid principal and interest of the Term B Loans and any other Obligations
shall be due and payable in full on the Maturity Date.

        Section 2.5   Fees.

               (a) Fees Payable Under the Fee Letters. The Borrower agrees to
pay such fees as are mutually agreed upon and as are described in the Fee
Letters.

               (b) Commitment Fee. In addition, (i) the Borrower agrees to pay
to the Administrative Agent, for the benefit of each of the Lenders who have
issued a Revolving A Commitment in accordance with their respective Revolving A
Commitment Ratios under the Revolving A Commitment, a commitment fee on the
aggregate unborrowed balance of the Revolving A Commitment, for each day from
the Agreement Date until the Initial Maturity Date, and (ii) the Borrower agrees
to pay to the



                                       31
<PAGE>   39

Administrative Agent, for the benefit of each of the Lenders who have issued a
Revolving B Commitment in accordance with their respective Revolving B
Commitment Ratios under the Revolving B Commitment, a commitment fee on the
aggregate unborrowed balance of the Revolving B Commitment, for each day from
the Agreement Date until the Conversion Date, which in each case of clause (i)
and clause (ii) above shall be, as of any calculation date, the applicable rate
determined by the Administrative Agent based upon the Leverage Ratio, determined
for the most recent fiscal quarter end, to be adjusted from time to time
effective as of the second Business Day after the financial statements referred
to in Section 6.1 hereof are required to be furnished by the Borrower to the
Administrative Agent and each Lender for the fiscal quarter most recently ended,
expressed as a per annum rate as follows:

<TABLE>
<CAPTION>
                                             Commitment Fee    Commitment Fee
                                               Rate with          Rate with
                                             respect to the    respect to the
                                              Revolving A        Revolving B
                     Leverage Ratio            Commitment        Commitment
                     --------------          --------------    --------------
<S>                                          <C>               <C>
               Greater than 6.50                 0.500%            0.375%

               Equal to or less than 6.50        0.375%            0.250%
               but greater than 5.00

               Equal to or less than 5.00        0.250%            0.250%
</TABLE>

In the event that the Borrower fails to timely provide (i) the financial
statements referred to above in accordance with the terms of Section 6.1 hereof
or (ii) the Performance Certificate referred to in Section 6.3 hereof, and
without prejudice to any additional rights under Section 8.2 hereof, no downward
adjustment of the commitment fee rate in effect for the preceding quarter shall
occur until the actual delivery of such statements. 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 Business Day of each
calendar quarter, commencing June 30, 2000, shall be fully earned when due, and
shall be non-refundable when paid.

        Section 2.6   Prepayments.

               (a) Prepayment of Advances. The principal amount of any Base Rate
Advance may be prepaid in full or in part at any time, without penalty or
premium and without regard to the Payment Date for such Advance, upon not less
than one (1) Business Days' prior written notice to the Administrative Agent of
such prepayment. Eurodollar Advances may be prepaid prior to the applicable
Payment Date, upon not less than three (3) Business Days' prior written notice
to the Administrative Agent, provided that the Borrower shall reimburse the
Lenders and the Administrative Agent, on demand, 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 2.11 hereof. Partial prepayments shall
be in a principal amount of not less than $5,000,000, and in an integral
multiple of $1,000,000.



                                       32
<PAGE>   40

               (b) Prepayment of Loans. Voluntary permanent prepayments of the
Loans shall be allocated to the Revolving Loan Commitment and the outstanding
Term Loans on a pro rata basis. Prepayments under this Section 2.6(b) shall
reduce (i) the remaining required reductions in the Revolving A Commitment and
(ii) the remaining required repayments due on the Revolving B Loans and the Term
Loans under Section 2.4, in each case on a pro rata basis. Amounts permanently
prepaid on the Term Loans whether by way of refinancing or prepayment of
Advances under the Term Loans shall, unless otherwise specified herein, be
applied to interest then outstanding hereunder on account of the Term Loans, and
then to principal. A notice of prepayment shall be irrevocable. Upon receipt of
any notice of prepayment or reduction, the Administrative Agent shall promptly
notify each Lender of the contents thereof by telephone or telecopy and of such
Lender's portion of the prepayment. Any portion of the Loans which is
permanently prepaid may not be reborrowed. Prepayments of the Revolving A Loans
made after March 31, 2003 shall be applied to the repayment schedule set forth
in Section 2.4(a) hereof on a pro rata basis. Prepayments of the Revolving B
Loans made after the Conversion Date shall be applied to the repayment schedule
set forth in Section 2.4(b) hereof on a pro rata basis. Prepayments of the Term
A Loans made after March 31, 2003 shall be applied to the repayment schedule set
forth in Section 2.4(c) hereof on a pro rata basis. Prepayments of the Term B
Loans made after March 31, 2003 shall be applied to the repayment schedule set
forth in Section 2.4(d) hereof on a pro rata basis. Notwithstanding the
foregoing, so long as Revolving B Loans or Term A Loans are outstanding, holders
of the Term B Loans shall have the right to decline any mandatory or voluntary
partial prepayment of the Term B Loans, in which case the amount of such
prepayment shall be applied pro rata to prepay the Revolving B Loans and the
Term A Loans.

        Section 2.7 Borrower's Optional Cancellation of the Revolving Loan
Commitment. The Borrower shall have the right, on three (3) Business Days'
irrevocable notice to the Administrative Agent, to cancel all or a portion of
the Revolving A Commitment, on a pro rata basis among the Lenders issuing
Revolving A Commitments, provided that (i) any such cancellation shall be made
in a principal amount of not less than $5,000,000, and in an integral multiple
of $1,000,000; (ii) as of the effective date of such notice, the Revolving A
Commitment shall be permanently reduced to the amount stated in the Borrower's
notice for all purposes herein; and (iii) payment shall be made on or prior to
the effective date of such notice of any amount necessary to reduce the amount
of the Revolving A Loans outstanding under the Revolving A Commitment to not
more than the amount of the Revolving A Commitment as reduced, together with any
amount required to be paid by the Borrower under Section 2.11 hereof. In
addition, the Borrower shall have the right, on three (3) Business Days'
irrevocable notice to the Administrative Agent, to cancel all or a portion of
the Revolving B Commitment, on a pro rata basis among the Lenders issuing a
Revolving B Commitment, provided that (i) any such cancellation shall be made in
a principal amount of not less than $5,000,000, and in an integral multiple of
$1,000,000; (ii) as of the effective date of such notice, the Revolving B
Commitment shall be permanently reduced to the amount stated in the Borrower's



                                       33
<PAGE>   41

notice for all purposes herein; and (iii) payment shall be made on or prior to
the effective date of such notice of any amount necessary to reduce the amount
of the Revolving B Loans outstanding under the Revolving B Commitment to not
more than the amount of the Revolving B Commitment as reduced, together with any
amount required to be paid by the Borrower under Section 2.11 hereof.

        Section 2.8 Mandatory Prepayments From Permitted Asset Sales . In
addition to the scheduled repayments provided for in Section 2.4 hereof, the
Borrower shall prepay the Loans in an amount equal to the Net Proceeds from
Permitted Asset Sales of Telecommunications Assets (including Permitted Tower
Transactions) in excess of $50,000,000 in the aggregate during the term of this
Agreement (other than (x) the initial $10,000,000 of Net Proceeds from each
Permitted Asset Sale, (y) Net Proceeds from sales, leases or other dispositions
of used or surplus equipment in the ordinary course of business and (z) up to
$50,000,000 in Net Proceeds from Permitted Tower Transactions in the aggregate
during the term of this Agreement). Such excess Net Proceeds shall be applied,
on the Business Day of receipt thereof by the Borrower or the affected
Restricted Subsidiary, as follows:

                      (a) Except as otherwise permitted in Section 2.8(b)
               hereof, to permanently prepay the outstanding principal amount of
               the Loans in order of maturity and shall be allocated pro rata
               between the Revolving B Loans and the Term Loans, with any excess
               thereof after prepayment in full of the Revolving B Loans and the
               Term Loans being applied to the Revolving A Loans, provided that,
               prior to the Conversion Date, as otherwise permitted hereunder,
               such amounts prepaid with Net Proceeds and allocated to Revolving
               B Loans may be reborrowed by the Borrower in an amount not to
               exceed, in the aggregate, the amount of the Revolving B
               Commitment. Notwithstanding the foregoing, so long as Revolving B
               Loans or Term A Loans are outstanding, holders of the Term B
               Loans shall have the right to decline any mandatory partial
               prepayment of the Term B Loans, in which case the amount of such
               prepayment shall be applied pro rata to prepay the Revolving B
               Loans and the Term A Loans; or

                      (b) At the Borrower's election, so long as no Default then
               exists or would be caused thereby, by the Borrower or any
               Restricted Subsidiary to purchase Telecommunications Assets or
               Telecommunications Businesses, the aggregate purchase price of
               which does not exceed such Net Proceeds, or the sum of such Net
               Proceeds plus Advances otherwise available for Acquisitions
               hereunder plus other funds available to the Borrower, so long as
               the Borrower shall have (i) entered into a definitive contract
               for purchase within twelve (12) months from the date of such
               Permitted Asset Sale, and (ii) concluded such purchase within
               eighteen (18) months from the date of such Permitted Asset Sale.
               In the event the Borrower elects to



                                       34
<PAGE>   42

               exercise its right under this Section 2.8(b), the Borrower shall
               so notify the Administrative Agent not less than five (5)
               Business Days prior to the proposed date of the closing of the
               Permitted Asset Sale and shall, upon its or any Restricted
               Subsidiary's receipt of any Net Proceeds with respect to such
               Permitted Asset Sale, remit such Net Proceeds to the
               Administrative Agent to reduce the outstanding principal balance
               of the Revolving A Loans and then (prior to the Conversion Date)
               the outstanding principal balance of the Revolving B Loans (but
               not the Term Loans nor the amount of the Revolving Loan
               Commitment). Subsequent to the Conversion Date, any such amount,
               after payment in full of the Revolving A Loans, shall be held in
               trust in an interest-bearing account with the Administrative
               Agent or an Affiliate thereof (the "Net Proceeds Trust") for the
               benefit of the Borrower, to be applied to the ultimate purchase
               of the Telecommunications Assets, Telecommunications Business or
               Telecommunications Businesses, as hereinafter provided. Amounts
               in any Net Proceeds Trust shall also be subject to a valid and
               perfected first priority Lien in favor of the Administrative
               Agent (for itself and for the ratable benefit of the Lenders) to
               secure the Obligations, pursuant to a deposit pledge agreement or
               other security agreement in form and substance reasonably
               satisfactory to the Administrative Agent. The Borrower shall
               consummate such purchase of the Telecommunications Assets,
               Telecommunications Business or Telecommunications Businesses not
               later than eighteen (18) months after the date of the applicable
               Permitted Asset Sale. To the extent that the Borrower shall not
               have entered into a definitive contract for purchase within
               twelve (12) months after the date of the Permitted Asset Sale, or
               consummated any such purchase as of the date eighteen (18) months
               after the date of such Permitted Asset Sale (for whatever reason,
               including the occurrence of a Default hereunder), or the purchase
               price of such purchase shall be less than the Net Proceeds of the
               Permitted Asset Sale, any funds held in the Net Proceeds Trust
               relating to such sale shall be applied in the manner set forth in
               Section 2.8(a) hereof.

        Section 2.9   Notes; Loan Accounts.

               (a) The Loans shall be repayable in accordance with the terms and
provisions set forth herein. Upon the request of any Lender, Notes shall be
issued by the Borrower and payable to the order of such Lender reflecting such
Lender's Revolving Commitment and Term Loans. The Notes issued by the Borrower
to the Lenders shall be duly executed and delivered by one or more Authorized
Signatories.

               (b) Each Lender may open and maintain on its books in the name of
the Borrower a loan account with respect to such Lender's portion of the Loans
and interest thereon. Each Lender which opens such a loan account shall debit
such loan account for



                                       35
<PAGE>   43

the principal amount of its portion of each Advance made and accrued interest
thereon and shall credit such loan account for each payment on account of
principal of or interest on its Loan. The records of a Lender with respect to
the loan account maintained by it shall be prima facie evidence 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 the Loans.

        Section 2.10  Manner of Payment.

               (a) Each payment (including 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, the Administrative Agent or any of them under
this Agreement shall be made not later than 2:00 p.m. (Houston 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 2:00 p.m. (Houston time) shall be deemed received on
the next Business Day. Receipt by the Administrative Agent of any payment
hereunder at or prior to 2:00 p.m. (Houston time) on any Business Day shall be
deemed to constitute receipt on such Business Day. In the case of a payment for
the account of a Lender, the Administrative Agent will promptly thereafter (and,
if such amount is received before 2:00 p.m. (Houston time), on the same day)
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.

               (b) The Borrower agrees to pay principal, interest, fees and all
other Obligations due hereunder, under the Fee Letters, under any Notes, or
under the other Loan Documents without set-off or counterclaim or any deduction
whatsoever.

               (c) Prior to the acceleration of the Loans 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 2.10(c) then due and payable to the Administrative Agent or the
Lenders, or any of them, hereunder; and (iv) to the payment of principal then
due and payable in respect of the Loans.

               (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



                                       36
<PAGE>   44

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 2.11  Reimbursement.

               (a) Whenever any Lender shall sustain or incur any losses or
out-of-pocket expenses in connection with (i) failure by the Borrower to borrow
any Eurodollar Advance after having given notice of its intention to borrow 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), or (ii) prepayment of any Eurodollar Advance in whole or in part for
any reason, the Borrower agrees to pay to such Lender, upon demand, an amount
sufficient to compensate such Lender for all such losses and reasonable
out-of-pocket expenses. Such Lender's good faith determination of the amount of
such losses or out-of-pocket expenses, as set forth in writing pursuant to
Section 2.11(b) hereof, and accompanied by calculations in reasonable detail
demonstrating the basis for its demand, shall be presumptively correct.

               (b) Losses subject to reimbursement hereunder shall be (i) any
loss incurred by any Lender in connection with the re-employment of funds
prepaid, repaid, not borrowed, or paid, as the case may be, and the amount of
such loss shall be the excess, if any, of (1) the interest or other cost to such
Lender of the deposit or other source of funding used to make any such
Eurodollar Advance for the remainder of its Interest Period, over (2) the
interest earned (or to be earned) by such Lender upon the re-lending or other
redeployment of the amount of such Eurodollar Advance for the remainder of its
putative Interest Period or (ii) any other expenses incurred by any Lender or
any participant of such Lender permitted hereunder in connection with the
re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may
be.

        Section 2.12  Pro Rata Treatment.

               (a) Advances. Each Advance from the Lenders shall be made pro
rata on the basis of the respective Revolving A Commitment Ratios of certain of
the Lenders with respect to the Revolving A Commitment, Revolving B Commitment
Ratios of certain of the Lenders with respect to the Revolving B Commitment, on
the basis of the Term A Loan percentage as set forth on Schedule 4-C hereof with
respect to the Lenders making Term A Loans hereunder, and on the basis of the
Term B Loan percentage as set forth on Schedule 4-D hereof with respect to the
Lenders making Term B Loans hereunder.

               (b) Payments. Except as specifically provided in Section
2.2(e)(iv) or Article 10 hereof or elsewhere in this Agreement, each payment and
prepayment of principal of the Loans, and each payment of interest on the Loans,
shall be made to the Lenders pro rata on the basis of their respective unpaid
principal amounts outstanding 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)



                                       37
<PAGE>   45

on account of the Loans made by it in excess of its ratable share of the Term
Loans or the Revolving Loans, as the case may be, such Lender shall forthwith
purchase from the other Lenders such interests (whether by purchasing a
participation or by assignment) in the applicable 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 each 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 2.12(b) may, to the fullest extent permitted by
law, exercise all its rights of payment (including 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) Delayed Permitted Asset Sale Prepayment. In the event
proceeds from a Permitted Asset Sale are used to reduce the outstanding
principal balance of the Revolving Loans (but not the Revolving Loan Commitment)
in accordance with Section 2.8(b) hereof and the Borrower fails to enter into a
definitive contract for purchase of Telecommunications Assets, a
Telecommunications Business or Telecommunications Businesses within twelve (12)
months from the date of the Permitted Asset Sale or the Borrower shall not have
consummated any such purchase as of eighteen (18) months after the date of such
Permitted Asset Sale (for whatever reason, including a Default hereunder), or
the purchase price of such purchase shall be less than the Net Proceeds of the
Permitted Asset Sale, the proceeds of such Permitted Asset Sale, or applicable
portion thereof, shall on the date twelve (12) months or eighteen (18) months
after the Permitted Asset Sale (as applicable) be reborrowed under the then
undrawn portion of the Revolving A Commitment (regardless of whether the
Revolving A Commitment has been terminated) and then applied on a pro rata basis
in the manner set forth in Section 2.8(a) hereof as if such proceeds had been
used to permanently reduce the Revolving Loans and the Term Loans upon receipt
thereof by the Borrower.

        Section 2.13 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 with any
directive issued or adopted after the date hereof regarding capital adequacy
(whether or not having the force of law) of any such governmental authority,
central 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 Revolving Loan 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



                                       38
<PAGE>   46

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
such Lender shall promptly notify the Borrower of such adoption, compliance, or
change. 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) day after the date of demand 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 conclusive, absent
manifest error.

        Section 2.14 Lender Tax Forms . On or prior to the first Payment Date
hereunder 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 a political subdivision thereof shall provide each of the
Administrative Agent and the Borrower with either (a) two (2) properly executed
originals of Form W-8ECI or Form W-8BEN (or any successor forms) prescribed by
the Internal Revenue Service or other documents satisfactory to the Borrower and
the Administrative Agent, or if delivered on or before December 31, 2000, Form
4224 or Form 1001 prescribed by the Internal Revenue Service and properly
executed Internal Revenue Service Form W-8 or Form W-9, as the case may be,
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 any Notes or (ii) that all payments to be made
to such Lender hereunder and under any Notes are subject to such taxes at a rate
reduced to zero by an applicable tax treaty, or (b)(i) a certificate executed by
such Lender certifying that such Lender is not a "bank" and that such Lender
qualifies for the portfolio interest exemption under Section 881(c) of the Code,
and (ii) two (2) properly executed originals of Internal Revenue Service Form
W-8BEN (or any successor form) or if delivered on or before December 31, 2000,
Internal Revenue Service Form W-8, in each case certifying such Lender's
entitlement to an exemption from United States withholding tax with respect to
payments of interest to be made under this Agreement. 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.

                                   ARTICLE 3.
                              Conditions Precedent

        Section 3.1 Conditions Precedent to Initial Advance . The obligation of
the Lenders to make the initial Advance hereunder is subject to the prior
fulfillment of each of the following conditions:



                                       39
<PAGE>   47

               (a) The Administrative Agent shall have received each of the
following (with sufficient copies for each of the Lenders), in form and
substance satisfactory to the Administrative Agent and each of the Lenders:

                      (i) the loan certificate of the Borrower, in substantially
               the form attached hereto as Exhibit N, including a certificate of
               incumbency with respect to each Authorized Signatory, together
               with appropriate attachments which shall include without
               limitation, the following items: (A) a copy of the certificate of
               incorporation of the Borrower, certified to be true, complete and
               correct by the Secretary of State of Washington, and a true,
               complete and correct copy of the by-laws of the Borrower, (B)
               certificates of good standing for the Borrower issued by the
               Secretary of State or similar state official for each state in
               which the Borrower is required to qualify or has qualified to do
               business, (C) a true, complete and correct copy of the
               appropriate authorizing resolutions of the Borrower, authorizing
               the Borrower to execute, deliver and perform this Agreement and
               the other Loan Documents to which it is a party, and (D) a true,
               complete and correct copy of any agreement in effect with respect
               to the voting rights, ownership interests, or management of the
               Borrower;

                      (ii) duly executed Notes (to the extent requested by any
               Lenders);

                      (iii) duly executed Borrower's Pledge Agreement, together
               with appropriate stock certificates and undated stock powers
               executed in blank and appropriate acknowledgements by the pledged
               limited liability companies and pledged partnerships;

                      (iv) duly executed Security Agreement, together with
               evidence of the filing of appropriate UCC-1 financing statement
               forms;

                      (v) the Subsidiary Guaranty;

                      (vi) the Subsidiary Pledge Agreement, together with
               appropriate stock certificates and undated stock powers executed
               in blank;

                      (vii) duly executed Subsidiary Security Agreement,
               executed and delivered by each Restricted Subsidiary of the
               Borrower, together with evidence of the filing of appropriate
               UCC-l financing statement forms;

                      (viii) the Fee Letters;



                                       40
<PAGE>   48

                      (ix) copies of insurance binders or certificates covering
               the assets of the Borrower and its Restricted Subsidiaries, and
               otherwise meeting the requirements of Section 5.5 hereof;

                      (x) legal opinions of (i) Friedman Kaplan & Seiler LLP,
               general counsel to the Borrower, and (ii) Morrison & Foerster
               LLP, FCC counsel to the Borrower and its Subsidiaries; each as
               counsel to the Borrower and its Subsidiaries, addressed to each
               Lender and the Administrative Agent, in form and substance
               satisfactory to the Administrative Agent and its special counsel,
               and dated as of the Agreement Date;

                      (xi) duly executed Request for Advance for the initial
               Advance of the Loans, which Request for Advance shall include
               calculations demonstrating, as of the Agreement Date after giving
               effect to the borrowings hereunder on the Agreement Date, the
               Borrower's compliance with Section 2.1 and Sections 7.8, 7.9,
               7.10, and 7.11 hereof;

                      (xii) duly executed Use of Proceeds Letter;

                      (xiii) duly executed Certificate of Financial Condition
               for the Borrower and its Subsidiaries on a consolidated basis,
               given by the chief financial officer of the Borrower which shall
               include a certification that no event has occurred which could
               have a Materially Adverse Effect since December 31, 1999;

                      (xiv) any required FCC consents, Necessary Authorizations
               (except as may be referred to in any Schedules hereto), or other
               required consents to the closing of this Agreement or to the
               execution, delivery and performance of this Agreement and the
               other Loan Documents;

                      (xv) a loan certificate from each Restricted Subsidiary of
               the Borrower, in substantially the form attached hereto as
               Exhibit N, with respect to corporations, Exhibit O, with respect
               to partnerships, and Exhibit P with respect to limited liability
               companies, including a certificate of incumbency with respect to
               each officer or partner authorized to execute Loan Documents on
               behalf of such Subsidiary, together with appropriate attachments
               which shall include, without limitation, the following items: (A)
               a copy of the certificate or articles of incorporation of such
               Subsidiary or certificate of formation of such Subsidiary, as
               applicable, certified to be true, complete and correct by the
               Secretary of State from the jurisdiction of incorporation of such
               Subsidiary, (B) certificates of good standing for such Subsidiary
               issued by the Secretary of State or similar state official for
               each state in which such Subsidiary is incorporated or required
               to qualify to do business, (C) a true, complete and



                                       41
<PAGE>   49

               correct copy of the By-Laws or partnership agreement, as
               applicable, of such Subsidiary, and (D) a true, complete and
               correct copy of the resolutions of such Subsidiary authorizing it
               to execute, deliver and perform the Loan Documents to which it is
               a party; and

                      (xvi) 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 shall have received evidence
satisfactory to it that all Necessary Authorizations, including all necessary
consents to the execution, delivery and performance by the Borrower of this
Agreement and the other Loan Documents to which it is a party and by the
Restricted Subsidiaries of the Loan Documents to which they are parties, have
been obtained or made, are in full force and effect and are not subject to any
pending or threatened reversal or cancellation, and the Administrative Agent
shall have received a certificate of an Authorized Signatory so stating.

               (c) The Administrative Agent and the Lenders shall have received
financial projections for the Borrower and its Restricted Subsidiaries on a
consolidated basis on an annual basis from the Agreement Date to the date nine
(9) years following the Agreement Date, in form and substance satisfactory to
the Administrative Agent and the Lenders.

               (d) The Lenders, the Administrative Agent, and Paul, Hastings,
Janofsky & Walker LLP, special counsel to the Administrative Agent, shall
receive payment of all fees and expenses due and payable on the Agreement Date
in respect of the transactions contemplated hereby.

               (e) The Administrative Agent and the Lenders shall have received
evidence satisfactory to them that, after funding the initial Advance of the
Loans, the Borrower shall have no outstanding Indebtedness for Money Borrowed
other than Permitted Debt.

        Section 3.2 Conditions Precedent to Each Advance. The obligation of the
Lenders to make each Advance (including the initial Advance hereunder) 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 and
the Restricted Subsidiaries 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



                                       42
<PAGE>   50

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) With respect to Advances which, if funded, would increase the
aggregate principal amount of Loans outstanding hereunder, the Administrative
Agent shall have received a duly executed Request for Advance and in the case of
other Advances, notice as required by Article 2 hereof;

               (c) Each of the Administrative Agent and the Lenders shall have
received all such other certificates, reports, statements, opinions of counsel
or other documents as the Administrative Agent or any Lender may reasonably
request;

               (d) With respect to any Advance relating to any Acquisition,
Investment or the formation of any Restricted Subsidiary which is permitted
hereunder, the Administrative Agent and the Lenders shall have received such
documents and instruments relating to such Acquisition, Investment, or formation
of a new Restricted Subsidiary as are described in Section 5.13 hereof or
otherwise required herein; and

               (e) There shall have occurred no event which could reasonably 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 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 jurisdiction of its incorporation, having the shareholders shown on
Schedule 5 attached hereto as its only shareholders of record as of the
Agreement Date who own five percent (5%) or more of the stock of the Borrower.
The Borrower has the corporate power and authority to own its properties and to
carry on its business as now being and hereafter proposed to be conducted. Each
Subsidiary of the Borrower is a corporation or a partnership duly organized,
validly existing and in good standing under the laws of the state of its
incorporation or formation, and has the corporate or partnership power and
authority, as the case may be, to own its properties and to carry on its
business as now being and hereafter proposed 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 makes such qualification
or authorization prudent.

               (b) Authorization; Enforceability. The Borrower has the corporate
power and has taken all necessary action to authorize it to borrow hereunder, to
execute, deliver



                                       43
<PAGE>   51

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 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) enforcement may be subject to general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and may be limited by public policies which may affect the
enforcement of certain rights or remedies provided for in this Agreement or the
Security Documents.

               (c) Subsidiaries; Authorization; Enforceability. The Borrower's
Subsidiaries (including its Unrestricted Subsidiaries) and Investments and its
direct and indirect ownership thereof are set forth as of the Agreement Date on
Schedule 1 attached hereto, and the Borrower has the unrestricted right to vote
the issued and outstanding shares of the corporate Subsidiaries, and the right
to vote its partnership interests in the partnership Subsidiaries in accordance
with the terms of the applicable partnership agreement, shown thereon; such
shares of such corporate 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 authority, as the case may be, 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 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 such Subsidiary), and (iii) enforcement may be subject to general principles
of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law) and may be limited by public policies which may affect the
enforcement of certain rights or remedies provided for in such Loan Documents.



                                       44
<PAGE>   52

               (d) Compliance with Other Loan Documents and Contemplated
Transactions. Except as set forth on Schedule 6 hereto, the execution, delivery
and performance, in accordance with their respective terms, by the Borrower of
this Agreement and any 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
Subsidiary of the Borrower, (iii) conflict with, result in a breach of, or
constitute a default under the certificate or articles of incorporation or
by-laws, or the partnership agreement, as the case may be, as such documents are
amended, of the Borrower or of any Subsidiary of the Borrower, or under any
material indenture, agreement, or other instrument, 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, (iv) conflict with, result in a breach of, or
constitute a default or violation of, the terms and conditions of any of the
material Licenses, or (v) 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 is a holding company for all its
Subsidiaries and the Borrower, together with its Restricted Subsidiaries, is
engaged in the business of owning, operating, and investing in
Telecommunications Assets and Telecommunications Businesses or otherwise
providing wireless communications or telecommunications services and in related
business activities.

               (f) Licenses, Etc. The Licenses and all IOAs have been duly
authorized by the grantors thereof and are in full force and effect. The
Borrower and its Restricted Subsidiaries are in compliance in all material
respects with all of the provisions thereof. Except as set forth on Schedule 7
attached hereto, the Borrower and its Restricted Subsidiaries have secured all
material Licenses and Necessary Authorizations and all such material Licenses
and Necessary Authorizations are in full force and effect. Except as set forth
on Schedule 7 attached hereto, neither any material License nor any material
Necessary Authorization is the subject of any pending or, to the best of the
Borrower's knowledge, threatened revocation.

               (g) Compliance with Law. The Borrower and its Subsidiaries are in
substantial compliance with all material Applicable Law.

               (h) Title to Assets. The Borrower has good, legal and marketable
title to, or a valid leasehold interest in, all of the assets material to its
business. Each of the Borrower's Restricted Subsidiaries has good, legal and
marketable title to, or a valid leasehold interest in, all of its assets. None
of such properties or assets held by the Borrower or any of its Restricted
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



                                       45
<PAGE>   53

and no other filing which names the Borrower or any of its Restricted
Subsidiaries as debtor or which covers or purports to cover any of the assets of
the Borrower or any of its Restricted Subsidiaries is currently effective and on
file in any state or other jurisdiction, and neither the Borrower nor any of its
Restricted 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, revocation, proceeding
or investigation pending against, or, to the best of the Borrower's knowledge,
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 any License or Necessary Authorization, in any court or before any
arbitrator of any kind or before or by any governmental body (including without
limitation the FCC), except as described on Schedule 8 attached hereto as of the
Agreement Date or as subsequently disclosed to the Administrative Agent and the
Lenders pursuant to Section 6.5 hereof; and, except as expressly set forth on
Schedule 8 (or if disclosed pursuant to Section 6.5), no such action, suit,
proceeding or investigation could reasonably be expected to have an adverse
outcome which (i) calls into question the validity of this Agreement or any
other Loan Document, (ii) challenges the continued possession and use of any
License granted by the FCC, by the Borrower, any of its Restricted Subsidiaries,
or any Person in which the Borrower has, directly or indirectly, an Investment
and such challenge could result in a Default pursuant to Section 8.1(l) or
Section 8.1(m) hereof, or (iii) could have a Materially Adverse Effect.

               (j) Taxes. All federal, state and other tax returns (including
information 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) the payment of which the
Borrower or any of its Subsidiaries is diligently contesting in good faith by
appropriate proceedings, (ii) for which adequate reserves have been provided on
the books of the Borrower or the Subsidiary of the Borrower involved, and (iii)
as to which no Lien other than a Permitted Lien has attached and no foreclosure,
distraint, sale or similar proceedings have been commenced. The charges,
accruals and reserves on the books of the Borrower and each of 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 its audited financial
statements on a consolidated basis with its Subsidiaries for the fiscal year
ended December 31, 1999, which, together with other financial statements
furnished to the Administrative Agent and the Lenders subsequent to the
Agreement Date, are complete and correct in all material



                                       46
<PAGE>   54

respects and present fairly in accordance with GAAP the financial position of
the Borrower and its Subsidiaries on a consolidated basis on and as at such
dates and the results of operations for the periods then ended. Except as
provided on Schedule 9 attached hereto, 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 anticipated
losses of the Borrower or any of its Subsidiaries other than those which have
been disclosed in writing to the Administrative Agent and the Lenders prior to
the Agreement Date and identified as such.

               (l) No Adverse Change. Since December 31, 1999, there has
occurred no event which has had or which could reasonably be expected to have a
Materially Adverse Effect.

               (m) ERISA. The Borrower and each Subsidiary of the Borrower and
each of their respective Plans are in compliance in all material respects with
ERISA and the Code and neither the Borrower nor any of its Subsidiaries has
incurred any accumulated funding deficiency with respect to any such Plan within
the meaning of ERISA or the Code. The Borrower, each of its Subsidiaries, and
each other ERISA Affiliate have complied in all material respects with all
requirements of Sections 10001 and 10002 of the Consolidated Omnibus Budget
Reconciliation Act of 1985 (Public Law No. 99-272), Section 4980B of the
Internal Revenue 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 their respective Plans, in written agreements with such employees, or in the
Borrower's employee handbook and memoranda to employees. No Plan is subject to
Title IV of ERISA. No Reportable Event 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 in any
material amount on "prohibited transactions" imposed by Section 502 of ERISA or
Section 4975 of the Code. Neither the Borrower nor any of its Subsidiaries is a
participant in or is obligated to make any payment to a Multiemployer Plan.
Neither the Borrower nor any of its Subsidiaries (1) has had either a complete
withdrawal or a partial withdrawal under Section 4201 et. seq. of ERISA from a
Multiemployer Plan which had "unfunded vested benefits" within the meaning of
Section 4211 of ERISA or (2) has ever received a notice and demand from the plan
sponsor of a Multiemployer Plan under Section 4219(b)(1) of ERISA.

               (n) Compliance with Regulations T, U, and X. Neither the Borrower
nor any Subsidiary of the Borrower is engaged principally in or has as one of
its important



                                       47
<PAGE>   55

activities the business of purchasing or carrying, or extending credit for the
purpose of purchasing or carrying, any margin stock within the meaning of
Regulations T, U, and X of the Board of Governors of the Federal Reserve System;
nor will any proceeds of the Loans be used for such purpose.

               (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 nor the issuance of any
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. 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.

               (q) Absence of Default, Etc. The Borrower and its Restricted
Subsidiaries are in compliance in all respects with all of the provisions of
their respective certificates or articles of incorporation and by-laws, or their
partnership agreements, 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, or with the passage of time
or giving of notice or both would constitute, (i) an Event of Default or (ii) a
material default by the Borrower or any of its Restricted Subsidiaries under any
material indenture, agreement or other instrument relating to Indebtedness of
the Borrower or any of its Restricted Subsidiaries in the amount of $1,000,000
or more, any License, or any judgment, decree or order in the amount of
$1,000,000 or more to which the Borrower or any of its Restricted Subsidiaries
is a party or by which the Borrower or any of its Restricted Subsidiaries or any
of their respective properties may be bound or affected. Neither the Borrower
nor any of its Restricted Subsidiaries is a party to or bound by any contract or
agreement continuing after the Agreement Date, or bound by any Applicable Law,
that could have a Materially Adverse Effect or result in the loss of any License
issued by the FCC.

               (r) Accuracy and Completeness of Information. All information,
reports, prospectuses and other papers and data relating to the Borrower or any
of its Subsidiaries



                                       48
<PAGE>   56

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. No fact or situation is currently known to the Borrower which has had or
could have a Materially Adverse Effect other than any fact or situation known to
and affecting the cellular telephone or telecommunications industry generally.

               (s) Agreements with Affiliates and Management Agreements. Except
as set forth on Schedule 10 attached hereto, neither the Borrower nor any of its
Subsidiaries has (i) to the best of its knowledge, any written agreements or
binding arrangements of any kind with any Affiliate or (ii) any material
management or consulting agreements of any kind, not entered into in the
ordinary course of business.

               (t) Payment of Wages. The Borrower and each of its Restricted
Subsidiaries are in compliance with the Fair Labor Standards Act, as amended, in
all material respects, and the Borrower and each of its Restricted Subsidiaries
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 perfected
first priority security interest in the Collateral in favor of the
Administrative Agent, for itself and for the ratable benefit of the Lenders,
securing, in accordance with the terms of the Security Documents, the
outstanding 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 outstanding 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, (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 Restricted Subsidiaries, as the case may be), and
(iii) enforcement may be subject to general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law) and
may be limited by public policies which may affect the enforcement of certain
rights or remedies provided for in such Loan Documents.

               (v) Indebtedness. Except as permitted pursuant to Section 7.1
hereof, neither the Borrower nor any of its Restricted Subsidiaries has
outstanding, as of the Agreement Date, and after giving effect to the initial
Advance hereunder on the Agreement Date, any Indebtedness for Money Borrowed.

               (w) Investments. All Investments of the Borrower and its
Restricted Subsidiaries are shown as of the Agreement Date on Schedule 1
attached hereto.



                                       49
<PAGE>   57

               (x) Real Estate. Other than as listed and described on Schedule
11 attached hereto, (i) neither the Borrower nor any of its Restricted
Subsidiaries owns any real property, and (ii) no single parcel of such real
estate has a fair market value on the Agreement Date in excess of $500,000.

               (y) Intellectual Property. The Borrower and each of the
Restricted Subsidiaries own, possess or have the right to use all material
licenses and rights to all patents, trademarks, trademark rights, trade names,
trade name rights, service marks and copyrights necessary to conduct their
business in all material respects as now conducted, without known conflict with
any patent, trademark, trade name, service mark, license or copyright of any
other Person, and such intellectual property of the Borrower and the Restricted
Subsidiaries is not subject to any Lien, other than any Permitted Liens. All
such material licenses and rights with respect to patents, trademarks, trademark
rights, trade names, trade name rights, service marks and copyrights are in full
force and effect in all material respects, and are not subject to any pending
or, to the best knowledge of the Borrower, threatened attack or revocation.

        Section 4.2 Survival of Representations and Warranties, etc . All
representations and warranties made under this Agreement and the other Loan
Documents 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
expressly applicable only to the Agreement Date or previously fulfilled in
accordance with the terms hereof. All representations and warranties made under
this Agreement 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
Borrower shall have the right to borrow hereunder (whether or not the conditions
to borrowing have been or can be fulfilled), and unless the Majority 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 Restricted Subsidiaries to:

               (a) preserve and maintain its existence, rights, franchises,
licenses and privileges in the state of its incorporation and in each other
state in which it operates a material part of its business, including, without
limitation, the Licenses, all IOAs (in accordance with their respective terms)
and all other Necessary Authorizations (other than any such the loss of which
would not be materially disadvantageous to (i) the Lenders or (ii) the Borrower
and its Subsidiaries, taken as a whole); and



                                       50
<PAGE>   58

               (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 makes such qualification or authorization prudent.

        Section 5.2 Business; Compliance with Applicable Law. The Borrower will,
and will cause each of its Restricted Subsidiaries to, (a) engage in the
business of owning, operating and investing in Telecommunications Assets and
Telecommunications Businesses or otherwise providing telecommunications services
and in related business activities, and (b) substantially comply with the
requirements of all material Applicable Law.

        Section 5.3 Maintenance of Properties. The Borrower will, and will cause
each of its Restricted 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), and from time to time make or
cause to be made all needed and appropriate repairs, renewals, replacements,
additions, betterments and improvements thereto.

        Section 5.4 Accounting Methods and Financial Records. The Borrower will,
and will cause each of its Subsidiaries on a consolidated 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 in all material respects of their
respective properties and assets. The Borrower and its Subsidiaries will
maintain a fiscal year ending on December 31.

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

               (a) Maintain insurance including, but not limited to, 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
Restricted Subsidiaries as is prudent and reasonably satisfactory to the
Administrative Agent (including, without limitation, larceny, embezzlement,
employee fidelity, and other criminal misappropriation insurance).

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



                                       51
<PAGE>   59

               (c) Require that each insurance policy for the Borrower and its
Restricted Subsidiaries 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, or material reduction in coverage,
and name the Administrative Agent (for itself and for the ratable benefit of the
Lenders) as additional named loss payee to the extent of the Obligations and
additional named insured.

               (d) Subject to subsection (e), below, proceeds of insurance for
the Borrower and its Restricted Subsidiaries paid to the Administrative Agent
shall be applied to the payment or prepayment of the Obligations as provided
under Section 2.10(c) or Section 8.3 hereof, as applicable. Any balance thereof
remaining after payment in full of the Obligations shall be paid to the Borrower
or as otherwise required by law.

               (e) If the Borrower or any one or more of its Restricted
Subsidiaries shall be entitled to receive proceeds from any policy for insurance
less than the lesser of $10,000,000 or ten percent (10%) of the gross revenues
of the Borrower and its Restricted Subsidiaries for the prior fiscal year, then
the Borrower or any one or more of its Restricted Subsidiaries shall have the
right to elect either to use such proceeds to repair or rebuild the affected
Telecommunications Assets or to remit such proceeds to the Administrative Agent
as provided under Section 5.5(d) hereof. In the event such insurance proceeds
exceed such threshold, the Administrative Agent shall hold such proceeds pending
its receipt from the Borrower of a plan for the use of such proceeds and the
approval of such plan by the Majority Lenders.

        Section 5.6 Payment of Taxes and Claims. The Borrower will, and will
cause each of its Restricted Subsidiaries to, pay and discharge all taxes,
including, without limitation, withholding taxes, 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 Restricted Subsidiaries to, timely
file all information returns required by federal, state or local tax
authorities.

        Section 5.7 Visits and Inspections. The Borrower will, and will cause
each of its Restricted Subsidiaries to, permit representatives of the
Administrative Agent and any of the Lenders, upon reasonable notice to the
Borrower or such Restricted Subsidiary and during normal business hours (i)
visit and inspect the properties of the Borrower or such



                                       52
<PAGE>   60

Restricted Subsidiary, (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 and each of its
Restricted Subsidiaries will also permit representatives of the Administrative
Agent and any of the Lenders to discuss with their respective auditors their
respective businesses, assets, liabilities, financial positions, results of
operations and business prospects.

        Section 5.8 Payment of Indebtedness; Loans. Subject to any provisions
regarding subordination herein or as set forth in any other Loan Document, the
Borrower will, and will cause each of its Restricted Subsidiaries to, pay any
and all of their respective Indebtedness when and as it becomes due, other than
amounts diligently disputed in good faith and for which adequate reserves have
been set aside in accordance with GAAP.

        Section 5.9 Use of Proceeds. The Borrower will use the aggregate
proceeds of all Advances (i) to refinance certain Indebtedness outstanding under
that certain Second Amended and Restated Loan Agreement dated as of February 17,
1998, as amended, including payment of all principal, interest and fees due and
owing thereunder, (ii) at the Borrower's election, to repay all principal,
accrued and unpaid interest, prepayment fees and other amounts due on the Senior
Subordinated Notes, (iii) to finance Permitted Investments, (iv) to fund Capital
Expenditures, (v) to (directly or indirectly through Restricted Subsidiaries)
acquire Telecommunications Assets and Telecommunications Businesses as permitted
hereunder, (vi) to make Restricted Payments and Restricted Purchases that are
permitted under Section 7.7 hereof, and (vii) for working capital and other
general corporate purposes. 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 Regulations T, U,
and X of the Board of Governors of the Federal Reserve System.

        Section 5.10 Real Estate. The Borrower will, and will cause its
Restricted Subsidiaries to, grant a mortgage securing the Obligations to the
Administrative Agent, for itself and for the ratable benefit of the Lenders, in
form and substance satisfactory to the Administrative Agent, covering each
parcel of real estate having a fair market value, exclusive of equipment, in
excess of $500,000 acquired by the Borrower or any of its Restricted
Subsidiaries after the Agreement Date. The Borrower will, and will cause its
Restricted Subsidiaries to, deliver to the Administrative Agent all
documentation, including opinions of counsel and policies of title insurance,
which in the opinion of the Administrative Agent is appropriate with each such
grant, including any Phase I environmental audit requested by the Administrative
Agent or any Lender.

        Section 5.11 Indemnity. The Borrower, for itself and on behalf of each
of its Restricted Subsidiaries agrees, jointly and severally, to indemnify and
hold harmless each Lender and the Administrative Agent and each of their
respective affiliates, employees,



                                       53
<PAGE>   61

representatives, officers, trustees and directors (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 the costs of
investigating and defending such claims, whether or not the Borrower, any
Restricted Subsidiary of the Borrower, or the Person seeking indemnification is
the prevailing party (a) resulting from any breach or alleged breach by the
Borrower or any Restricted Subsidiary of the Borrower of any representation,
warranty, or covenant made hereunder or under any other Loan Document; (b)
arising out of or in connection with (i) the Revolving Loan Commitment, the
Loans or otherwise under this Agreement or any other Loan Document (including
the taking of Collateral for the Obligations), including the use of the proceeds
of Loans hereunder in any fashion by the Borrower or any of its Restricted
Subsidiaries or the performance of their respective obligations under the Loan
Documents by the Borrower or any of its Restricted 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 Restricted
Subsidiaries, or allegations that any of them has any joint liability with the
Borrower or any of its Restricted Subsidiaries for any reason, or (iii) any
claims against the Lenders or the Administrative Agent, or any of them, by any
shareholder, partner, or other investor in or lender to the Borrower or any
Restricted Subsidiary, 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 Revolving Loan Commitment, the Loans or otherwise under this
Agreement or any other Loan Document; or (c) in connection with taxes (other
than income taxes), 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, and 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 and the Restricted Subsidiaries
under this Section 5.11 are in addition to, and shall not otherwise limit, any
liabilities which the Borrower or any Restricted Subsidiary might otherwise have
in connection with any warranties or similar obligations of the Borrower or such
Restricted Subsidiary in any other agreement or instrument or for any other
reason.

        Section 5.12 Interest Rate Hedging. Within ninety (90) days from the
Agreement Date, and at the end of each fiscal quarter thereafter, the Borrower
shall have entered into one or more Interest Hedge Agreements which result in
the fixing of a limit on the Borrower's interest obligations on an aggregate
principal amount of not less than fifty percent (50%) of the then outstanding
Total Debt. Such Interest Hedge Agreements shall provide interest rate
protection on terms reasonably acceptable to the Administrative Agent for an
average period of the lesser of three (3) years from the date of such Interest
Hedge Agreement or Agreements or the period remaining until the Initial Maturity
Date with respect to any Interest Hedge Agreement or Interest Hedge Agreements
entered into in connection with the Revolving Loans and the Term A Loans and the
Maturity Date



                                       54
<PAGE>   62

with respect to any Interest Hedge Agreement or Interest Hedge Agreements
entered into in connection with the Term B Loans, such terms to include
consideration of the creditworthiness of the other party to the proposed
Interest Hedge Agreement. All Obligations of the Borrower to any of the Lenders
pursuant to any Interest Hedge Agreement shall rank pari passu with all other
Obligations.

        Section 5.13 Covenants Regarding Formation of Restricted Subsidiaries
and the Making of Acquisitions. At the time of any Acquisition permitted
hereunder by the Borrower or any Restricted Subsidiary, or the formation of any
new Restricted Subsidiary of the Borrower or any of its Restricted Subsidiaries
(except for Restricted Subsidiaries which are then inactive and which have no
assets) which is permitted under this Agreement, the Borrower will, and will
cause its Restricted Subsidiaries, as appropriate, to (a) in the case of the
formation or Acquisition of a new Restricted Subsidiary, provide to the
Administrative Agent an executed Subsidiary Security Agreement for such new
Restricted Subsidiary, in substantially the form of Exhibit K attached hereto,
together with appropriate UCC-1 financing statements, as well as an executed
Subsidiary Guaranty for such new Restricted Subsidiary, in substantially the
form of Exhibit I 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 Restricted Subsidiary, substantially in the form of
Exhibit O or Exhibit P attached hereto, as appropriate, together with
appropriate attachments; (b) in the case of any Acquisition by the Borrower or
any Restricted Subsidiary or the formation of any new Restricted Subsidiary,
pledge to the Administrative Agent all of the stock (or other instruments or
securities evidencing ownership) of such Restricted Subsidiary or Person which
is acquired or formed, beneficially owned by the Borrower or any of the
Borrower's Restricted 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, Subsidiary Pledge Agreement, or a
new Subsidiary Pledge Agreement in substantially the form of Exhibit J 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) in any case, provide all other
documentation, including one or more opinions of counsel satisfactory to the
Administrative Agent which in the opinion of the Administrative Agent is
appropriate with respect to such Acquisition or the formation of such Restricted
Subsidiary. Investments made by the Borrower or any of its Restricted
Subsidiaries after the Agreement Date shall also be treated as additional
Collateral (other than as provided in Section 7.6(d)) and shall be subject to
the provisions of appropriate Security Documents. Any document, agreement or
instrument executed or issued pursuant to this Section 5.13 shall be a "Loan
Document" for purposes of this Agreement.

        Section 5.14 Designation of Unrestricted Subsidiaries as Restricted
Subsidiaries.



                                       55
<PAGE>   63

               (a) Unrestricted to Restricted. Upon not less than three (3)
Business Days' prior written notice by the Borrower to the Administrative Agent,
any Unrestricted Subsidiary of the Borrower may be designated as a Restricted
Subsidiary hereunder provided that (i) no Default then exists or would be caused
thereby, (ii) any such Subsidiary does not (at the time of such designation)
have outstanding any Indebtedness for Money Borrowed other than Permitted Debt,
or any Liens on its assets or properties other than Permitted Liens, (iii) the
Borrower shall have demonstrated its continued compliance on a pro forma basis
through the Maturity Date with the financial covenants contained in Section 7.8,
7.9, 7.10 and 7.11 hereof , and (iv) such Subsidiary shall provide to the
Administrative Agent an executed Subsidiary Security Agreement, in substantially
the form of Exhibit K attached hereto, together with appropriate UCC-1 financing
statements, an executed Subsidiary Guaranty in substantially the form of Exhibit
I attached hereto, and a Subsidiary Pledge Agreement (given by itself if
appropriate and, if its stock or other securities are not then Collateral, given
by its parent company), in substantially the form attached hereto, as Exhibit J,
together with appropriate stock certificates and stock powers therefor, as well
as an appropriate loan certificate for such new Restricted Subsidiary,
substantially in the form of Exhibit O or Exhibit P, attached hereto, as
appropriate. Such new Restricted Subsidiary shall also provide all other
documentation which in the opinion of the Administrative Agent is appropriate
with respect to the designation of such Unrestricted Subsidiary as a Restricted
Subsidiary, including legal opinions if advisable, all of which documents shall
constitute Security Documents and Loan Documents for purposes of this Agreement.

               (b) Other. The Borrower may not designate a Restricted Subsidiary
as an Unrestricted Subsidiary.

        Section 5.15 Payment of Wages . The Borrower and each of its Restricted
Subsidiaries shall 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.

                                   ARTICLE 6.
                              Information Covenants

        So long as any of the Obligations is outstanding and unpaid or the
Borrower has a right to borrow hereunder (whether or not the conditions to
borrowing have been or can be fulfilled), and unless the Majority Lenders, or
such greater number of Lenders as may be expressly provided herein, 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
sixty (60) days after the last day of each quarter of each fiscal year of the
Borrower, unaudited balance sheets of the Borrower on a consolidated basis with
its Restricted Subsidiaries,



                                       56
<PAGE>   64

and on a consolidated basis with all of 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 basis with its Restricted Subsidiaries, and on a
consolidated basis with all of its Subsidiaries, for such quarter and for the
elapsed portion of the year ended with the last day of such quarter, which shall
set forth in comparative form such figures as at the end of and for such quarter
and the appropriate prior period (but only for such quarter and other periods
for which such comparative figures are available) and shall be certified by the
chief financial officer of the Borrower, to be, in his or her opinion, complete
and correct in all material respects and to present fairly, in accordance with
GAAP (except as to the exclusion of certain Subsidiaries which should be
consolidated with the Borrower under GAAP), the financial position of the
Borrower on a consolidated basis with its Restricted Subsidiaries and on a
consolidated basis with all of 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
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 statements of
operations for such fiscal year and, to the extent available, for the previous
two (2) fiscal years, the related audited consolidated statements of changes in
shareholders' equity for such fiscal year and, to the extent available, for the
previous two (2) fiscal years, and related audited consolidated statements of
cash flows of such fiscal year and, to the extent available, for the previous
two (2) fiscal years, which shall be accompanied by an opinion of Arthur
Andersen LLP or other independent certified public accountants of recognized
national standing reasonably 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
Article 7 hereof.

        Section 6.3 Performance Certificates . At the time the financial
statements are furnished pursuant to Sections 6.1 and 6.2 hereof, the
Performance Certificate:

               (a) setting forth as at the end of such quarterly period or
fiscal year, as the case may be, the arithmetical calculations required to
establish (i) any interest rate adjustment, 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 and 7.11 hereof;

               (b) setting forth on a consolidated basis for the Borrower and
its Restricted Subsidiaries, for each such fiscal quarter or fiscal year, as the
case may be, (i) the number of Cellular System subscribers and subscribers to
other material Telecommunications Businesses at the beginning of such period,
(ii) the number of gross new Cellular System subscribers and subscribers to
other material Telecommunications



                                       57
<PAGE>   65

Businesses added and deactivated Cellular System subscribers and subscribers to
other material Telecommunications Businesses lost during such period, and (iii)
the number of Cellular System subscribers and subscribers to other material
Telecommunications Businesses at the end of such period; and

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

        Section 6.4   Copies of Other Reports.

               (a) Promptly upon receipt thereof, copies of all material
reports, if any, submitted to the Borrower by the Borrower's independent public
accountants regarding the Borrower, including, without limitation, any
management report prepared in connection with the annual audit referred to in
Section 6.2.

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

               (c) In connection with any proposed Acquisition by the Borrower
or any Restricted Subsidiary and promptly upon each request, such data,
certificates, reports, statements, opinions of counsel prepared for the
Administrative Agent and the Lenders, or any of them, 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 Restricted Subsidiaries as the Administrative Agent or any Lender may
reasonably request.

               (d) Annually, a certificate of insurance indicating that the
requirements of Section 5.5 hereof remain satisfied for such fiscal year.

               (e) Annually, and in no event later than January 31 of any year,
a copy of the Borrower's annual financial projections for itself and its
Restricted Subsidiaries for such fiscal year.

        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 ten (10) days after any officer of the Borrower becomes aware of
the occurrence of any of the following events:

               (a) the commencement of all material 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, in any other way relating



                                       58
<PAGE>   66

materially adversely to the Borrower or any Restricted Subsidiary of the
Borrower, 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 Restricted Subsidiary of the Borrower, other
than changes in the ordinary course of business which have not had and could not
have a Materially Adverse Effect;

               (c) any Default or the occurrence or non-occurrence of any event
(A) which constitutes, or which with the passage of time or giving of notice or
both would constitute a material default by the Borrower or any Restricted
Subsidiary of the Borrower under any material agreement other than this
Agreement to which the Borrower or any Restricted Subsidiary of the Borrower is
a party or by which any of their respective properties may be bound, or (B)
which could have a Materially Adverse Effect, giving in each case the details
thereof and specifying the action proposed to be taken with respect thereto;

               (d) 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; and

               (e) 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) of
this Agreement.

                                   ARTICLE 7.
                               Negative Covenants

        So long as any of the Obligations is outstanding and unpaid or the
Borrower has a right to borrow from the Lenders hereunder (whether or not the
conditions to borrowing have been or can be fulfilled), and unless the Majority
Lenders, or such greater number of Lenders as may be expressly provided herein,
shall otherwise consent in writing:

        Section 7.1 Indebtedness of the Borrower and its Restricted
Subsidiaries. The Borrower shall not, and shall cause each of its Restricted
Subsidiaries not to, create, assume, incur or otherwise become or remain
obligated in respect of, or permit to be outstanding, any Indebtedness except:

               (a) The Obligations;



                                       59
<PAGE>   67

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

               (c) Indebtedness in an aggregate amount not to exceed
$100,000,000 at any time outstanding secured or unsecured on a pari passu basis
with or subordinated to the Obligations (it being understood that such
Indebtedness that is subordinated shall not constitute Subordinated Debt for
purposes of Section 7.7 hereunder);

               (d) Capitalized Lease Obligations and unsecured Indebtedness for
Money Borrowed in addition to other Indebtedness permitted under this Section
7.1 in an aggregate amount not to exceed $50,000,000;

               (e) Subordinated Debt;

               (f) Indebtedness secured by Permitted Liens (other than those
described in items (a) and (i) of the definition of Permitted Liens);

               (g) Obligations under Interest Hedge Agreements;

               (h) Indebtedness of the Borrower or any of its Restricted
Subsidiaries to the Borrower or any other Restricted Subsidiary, and
Indebtedness expressly permitted under Section 7.5 hereof; and

               (i) Indebtedness representing extensions, renewals, refinancings
or replacements (but not increases in principal amounts) of the foregoing.

        Section 7.2 Limitation on Liens. The Borrower shall not, and shall cause
each of its Restricted Subsidiaries not 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
cause each of its Restricted Subsidiaries not to, except in connection with a
transaction otherwise permitted hereunder, enter into any amendment of, or agree
to or accept or consent to any waiver of any of the material provisions of, its
articles or certificate of incorporation or partnership agreement, as
appropriate.

        Section 7.4 Liquidation, Merger, Disposition of Assets.

               (a) Disposition of Assets. The Borrower shall not, and shall
cause each of its Restricted Subsidiaries not to, at any time sell, lease,
abandon, transfer, assign, or otherwise dispose of any of its or their
Telecommunications Assets unless any (i) Net Proceeds therefrom are applied as
provided in Section 2.8 hereof, (ii) Section 7.6(d) hereof is complied with (if
applicable), (iii) any such sale, lease or disposition is made for



                                       60
<PAGE>   68

fair market value as determined by the Board of Directors of the Borrower, (iv)
any swap of Telecommunications Assets or Telecommunications Businesses is
otherwise permitted in Section 7.6(b)(i) hereof, (v) any sale and leaseback
transactions involving transmission towers must be a Permitted Tower
Transaction, and (vi) no Default then exists or would be caused thereby (unless
such sale, lease, abandonment or other disposal would cure any such Default). At
the time of any such Permitted Asset Sale hereunder in which the aggregate
consideration therefor exceeds $10,000,000, the Borrower shall provide the
Administrative Agent and the Lenders with projections assuming the consummation
of the Permitted Asset Sale and demonstrating pro forma compliance with Sections
7.8, 7.9, 7.10 and 7.11 hereof for the remaining term of this Agreement.

               (b) Liquidation or Merger. The Borrower shall not, and shall
cause each of its Restricted Subsidiaries not to, at any time liquidate or
dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up,
or enter into any merger, provided that if no Default then exists or would be
caused thereby, the following such transactions are permitted: (i) a merger
among the Borrower and one or more Restricted Subsidiaries, provided the
Borrower is the surviving corporation; (ii) a merger between or among two or
more Restricted Subsidiaries; (iii) an Acquisition permitted hereunder effected
by a merger in which the Borrower or a Restricted Subsidiary of the Borrower is
the surviving Person; and (iv) a liquidation or dissolution of one or more
Restricted Subsidiaries into its or their parent entity (provided the Borrower
or one of its Restricted Subsidiaries is such parent entity).

        Section 7.5 Limitation on Guaranties. The Borrower shall not, and shall
cause each of its Restricted Subsidiaries not 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, or (b)
obligations under agreements of the Borrower or any of its Restricted
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 Restricted Subsidiaries, or (c) as may be
contained in any Loan Document including, without limitation, the Subsidiary
Guaranty, or (d) a Guaranty of any obligation of any employee of the Borrower or
any of its Restricted Subsidiaries, provided that the aggregate amount
guaranteed under all such Guaranties shall not exceed $1,000,000 at any time, or
(e) Guaranties in existence on the Agreement Date, as described on Schedule 12
attached hereto, of obligations of certain Unrestricted Subsidiaries under
certain cell site, retail outlet, and other real estate leases, provided that
(i) the maximum amount of rent and other obligations so guaranteed shall not
exceed $3,500,000, and (ii) no such lease shall have its term extended without
termination of the related Borrower or Restricted Subsidiary Guaranty or (f)
Guaranties of obligations of Unrestricted Subsidiaries so long as such
Guaranties are included as part of Total Debt.

        Section 7.6 Investments and Acquisitions . The Borrower shall not, and
shall cause each of its Restricted Subsidiaries not to, make any loan or
advance, or make any



                                       61
<PAGE>   69

Investment or otherwise acquire for consideration evidences of Indebtedness,
capital stock or other securities of any Person, or make any Acquisition, except
that the Borrower may make Investments in its own Restricted Subsidiaries, and
that, so long as no Default then exists or would be caused thereby:

               (a) Cash Equivalents. The Borrower and its Restricted
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 issued by corporations, each of
which shall have a combined net worth of at least $100 million 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, (iii) purchase repurchase
agreements, bankers' acceptances, and certificates of deposit maturing within
three hundred sixty-five (365) days of the date of purchase which are issued by,
or time deposits maintained with, a United States national bank the deposits of
which are insured by the Federal Deposit Insurance Corporation and having
capital, surplus and undivided profits totaling more than $100 million and rated
"A" or better by Moody's Investors Service, Inc. or Standard and Poor's Ratings
Group and (iv) purchase shares of any open-end investment company registered
under the Investment Company Act of 1940, that invests all or substantially all
of its funds in the items described in clauses (i) through (iii) above, which
meets the requirements set forth in Rule 2a-7, Money Market Funds, under that
Act, made available by any Lender or its Affiliate;

               (b) Acquisitions.

                      (i) Subject to compliance with subsection (ii) of this
               Section 7.6(b), (A) the Borrower and its Restricted Subsidiaries
               may make Acquisitions of Telecommunications Assets and
               Telecommunications Businesses (including swaps of
               Telecommunications Assets and Telecommunications Businesses), (B)
               the Borrower, solely through the issuance of its common stock,
               may make Acquisitions of or Investments in additional
               Subsidiaries which are engaged in a Telecommunications Business,
               and (C) the Borrower and its Restricted Subsidiaries may make
               Investments in Unrestricted Subsidiaries in an amount not to
               exceed (x) $500,000,000 plus (y) an amount equal to the cash
               proceeds from sales or issuances of public or private capital
               stock or Subordinated Debt of the Borrower plus (z) amounts
               Invested pursuant to clause (x) above in an Unrestricted
               Subsidiary, upon (A) such Unrestricted Subsidiary being
               subsequently designated as a Restricted Subsidiary, or (B) any
               such Investment being subsequently returned to the Borrower by
               such Unrestricted Subsidiary.



                                       62
<PAGE>   70

                      (ii) No Acquisitions or Investments otherwise permitted
               under Section 7.6(b) hereof may be consummated unless:

                                    (A) the Borrower shall have demonstrated
                             through revised projections assuming the
                             consummation of the Acquisition or Investment its
                             pro forma compliance with Sections 7.8, 7.9, 7.10,
                             and 7.11 hereof, after giving effect to such
                             Acquisition or Investment, as the case may be, and
                             shall have certified to the Administrative Agent
                             and the Lenders that such Acquisition or
                             Investment, as the case may be, shall not have a
                             Materially Adverse Effect;

                                    (B) with respect to any Acquisition or
                             Investment of more than $10,000,000, the Borrower
                             shall provide the Administrative Agent and the
                             Lenders with notice thereof, not less than thirty
                             (30) days prior to the proposed closing thereof,
                             and with copies of all material information
                             pertaining to such Acquisition or Investment, as
                             the case may be, and a certificate signed by the
                             chief financial officer of the Borrower, certifying
                             the Borrower's pro forma compliance with the
                             covenants listed in item (A) of this subsection,
                             together with any calculations necessary to
                             demonstrate such compliance;

                                    (C) Section 5.13 of this Agreement has been
                             complied with except for Investments in
                             Unrestricted Subsidiaries; and

                                    (D) Any swap of Telecommunications Assets or
                             Telecommunications Businesses must be exchanged for
                             fair market value, as determined by the board of
                             directors of the Borrower or the applicable
                             Restricted Subsidiary making such exchange.

               (c) Employee Loans. The Borrower and its Restricted Subsidiaries
may make loans to employees, (i) in connection with stock option plans, provided
(x) such loans do not involve cash payments by the Borrower and (y) the Borrower
and its Restricted Subsidiaries incur no obligations at any time to repurchase
the stock so purchased, and (ii) for all other purposes in an amount not to
exceed, in the aggregate outstanding at any time, $2,000,000.

               (d) Seller Paper. The Borrower and its Restricted Subsidiaries,
in connection with its receipt of Net Proceeds, may receive and hold one or more
promissory notes or other evidences of Indebtedness for Money Borrowed, provided
that (i) such promissory notes or other evidences of Indebtedness for Money
Borrowed shall



                                       63
<PAGE>   71

be endorsed to the order of the Administrative Agent as additional Collateral
for the Obligations, and (ii) at no time shall the aggregate amount of such
outstanding Indebtedness held by the Borrower and its Restricted Subsidiaries
exceed $50,000,000.

        Section 7.7 Restricted Payments and Purchases. The Borrower shall not,
and shall cause each of its Restricted Subsidiaries not to, directly or
indirectly declare or make any Restricted Payment or Restricted Purchase, except
that so long as no Default hereunder then exists or would be caused thereby:

               (a) At any time that the Leverage Ratio as of the immediately
preceding fiscal quarter is less than 6.50 to 1.00 as reported to the
Administrative Agent and the Lenders pursuant to Section 6.3, the Borrower may
make any Restricted Payment or Restricted Purchase, provided that the Borrower
shall provide the Lenders with a certificate of the chief financial officer of
the Borrower, demonstrating pro forma compliance with Sections 7.8, 7.9, 7.10
and 7.11 hereof, after giving effect to such Restricted Payment or Restricted
Purchase;

               (b) At any time that the Leverage Ratio as of the immediately
preceding fiscal quarter is equal to or greater than 6.50 to 1.00 as reported to
the Administrative Agent and the Lenders pursuant to Section 6.3, the Borrower
may make Restricted Payments and Restricted Purchases in the aggregate amount
not to exceed $200,000,000, provided that the Borrower shall provide the Lenders
with a certificate of the chief financial officer of the Borrower, demonstrating
pro forma compliance with Sections 7.8, 7.9, 7.10 and 7.11 hereof, after giving
effect to each such Restricted Payment or Restricted Purchase; and

               (c) The Borrower may make scheduled payments of interest on its
Subordinated Debt;

               (d) The Borrower may make payments required under the
Distribution Agreement;

               (e) The Borrower and its Restricted Subsidiaries may make
Restricted Payments and Restricted Purchases which are permitted to be made
under Section 7.6 hereof; and

               (f) The Borrower and its Restricted Subsidiaries may make
Restricted Purchases of minority ownership interests in the Borrower and its
Restricted Subsidiaries from Persons who are not Affiliates of the Borrower,
provided that such minority ownership interests so purchased shall become
additional Collateral for the Obligations pursuant to the terms of one or more
of the Security Documents.

        Section 7.8 Ratio of Operating Cash Flow to Cash Interest Expense. The
Borrower shall not permit the ratio as of the end of any fiscal quarter of (i)
its Operating Cash Flow for the two (2) fiscal quarter period then ended, to
(ii) its Cash Interest



                                       64
<PAGE>   72

Expense for such two (2) fiscal quarter period, to be less than the ratio set
forth below opposite the period during which the last day of such two-quarter
period ends:

<TABLE>
<CAPTION>
        Quarter Ended:                                  Ratio:
        --------------                                  ------
<S>                                                     <C>
        March 31, 2000 through                          1.50 to 1.00
           December 31, 2000

        March 31, 2001 through                          2.00 to 1.00
           December 31, 2002

        March 31, 2003 and thereafter                   2.25 to 1.00
</TABLE>

        Section 7.9 Fixed Charge Coverage Ratio. The Borrower shall not permit
the Fixed Charge Coverage Ratio for any fiscal quarter to be less than 1.10 to
1.00.

        Section 7.10 Leverage Ratio. The Borrower shall not at any time permit
the Leverage Ratio to exceed the ratio set forth below for any fiscal quarter
ending during the periods indicated below:

<TABLE>
<CAPTION>
                          Period:                   Leverage Ratio:
                          -------                   ---------------
<S>                                                 <C>
                 Agreement Date through
                 March 31, 2001                      8.00 to 1.00

                 April 1, 2001 through               7.50 to 1.00
                 March 31, 2002

                 April 1, 2002 through               7.00 to 1.00
                 December 31, 2002

                 January 1, 2003 through             6.00 to 1.00
                 December 31, 2004

                 Thereafter                          5.50 to 1.00
</TABLE>


        Section 7.11 Annualized Operating Cash Flow to Pro Forma Debt Service
Ratio. The Borrower shall not permit the ratio of its Annualized Operating Cash
Flow to its Pro Forma Debt Service to be less than the ratio set forth below for
any fiscal quarter ending during the periods indicated below:

<TABLE>
<CAPTION>
                                                     Annualized Operating Cash Flow
                              Period:                to Pro Forma Debt Service Ratio:
                              -------                --------------------------------
<S>                                                  <C>
                 March 31, 2000 through              1.00 to 1.00
                 December 31, 2000

                 March 31, 2001 through              1.25 to 1.00
                 December 31, 2002

                 March 31, 2003 and thereafter       1.50 to 1.00
</TABLE>

        Section 7.12 Affiliate Transactions. Except as specifically provided
herein (including, without limitation, Section 7.7 hereof) and as may be
described on Schedule



                                       65
<PAGE>   73

10 attached hereto, the Borrower shall not, and shall cause each of its
Restricted Subsidiaries not to, at any time engage in any material transaction
with an Affiliate, or make an assignment or other transfer of any of its
properties or assets to any Affiliate, unless such transaction (i) is determined
by the board of directors of the Borrower or such Restricted Subsidiary to be in
the best interests of the Borrower or such Restricted Subsidiary, and (ii) such
transaction is on terms no less advantageous to the Borrower or such Restricted
Subsidiary than would be the case if such transaction had been effected with a
non-Affiliate.

        Section 7.13 Real Estate. Neither the Borrower nor any of its Restricted
Subsidiaries shall purchase or become obligated to purchase any single parcel of
real estate having a purchase price in excess of $500,000 except in compliance
with Section 5.10 hereof.

        Section 7.14 ERISA Liabilities. The Borrower shall not, and shall cause
each of its Subsidiaries not to, (i) permit the assets of any of their
respective Plans to be less than the amount necessary to provide all accrued
benefits under such Plans on an ongoing basis, or (ii) enter into any
Multiemployer Plan.

        Section 7.15 New Unrestricted Subsidiaries. The Borrower shall cause all
of the stock of any new Unrestricted Subsidiary (which is a direct Subsidiary of
the Borrower, or a direct subsidiary of a Restricted Subsidiary) to be pledged
to the Administrative Agent pursuant to the terms of the Borrower Pledge
Agreement or the Subsidiary Pledge Agreement, as additional Collateral for the
Obligations.

        Section 7.16 Limitation on Preferred Stock of Restricted Subsidiaries.
The Borrower shall not permit any Restricted Subsidiary to create or issue any
preferred stock except for (i) preferred stock outstanding on the Agreement
Date, (ii) preferred stock issued to and held by the Borrower or any other
Restricted Subsidiary, (iii) preferred stock issued by a Person prior to the
time such Person became a direct or indirect Restricted Subsidiary, (iv)
preferred stock issued by a Restricted Subsidiary, the proceeds of which are
used to refinance any outstanding preferred stock of such Restricted Subsidiary,
with an aggregate liquidation preference not to exceed the liquidation
preference of the preferred stock so refinanced, plus the amount of any
financing fees and other expenses incurred in connection with such refinancing,
and provided such refinancing preferred stock by its terms, or by the terms of
the agreement or instrument pursuant to which such preferred stock is issued,
does not provide for payments of liquidation values at its stated maturity or by
way of a sinking fund or by way of any mandatory redemption, defeasance,
retirement or repurchase, prior to the stated maturity of the preferred stock
being refinanced, or (v) preferred stock issued by a Restricted Subsidiary with
a cumulative liquidation preference in an amount which would be permitted
hereunder to be incurred as Indebtedness.



                                       66
<PAGE>   74

                                   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 to be incorrect or misleading in any
material respect when made or deemed to be made pursuant to Section 4.2 hereof;

               (b) (i) The Borrower shall default in the payment of any
principal amount of the Loans, or (ii) the Borrower shall default in the payment
of any interest, fees or other amounts payable to the Lenders, the
Administrative Agent, or any of them, when due, and such Default shall not be
cured by payment in full within three (3) Business Days;

               (c) The Borrower shall default in the performance or observance
of any agreement or covenant contained in Article 7 hereof;

               (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 date of occurrence of such default,
or, if later, the date on which an officer of the Borrower knew or should have
known of the occurrence of such default;

               (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 Borrower, any of its
Subsidiaries, or any other obligor thereunder, which shall not be cured within a
period of thirty (30) days from the occurrence of such default, or, if later,
the date on which an officer of the Borrower knew or should have known of the
occurrence of such default;

               (f) There shall be entered and remain unstayed a decree or order
for relief in respect of the Borrower or any of its Restricted 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 Restricted
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 Restricted Subsidiaries; or an involuntary petition shall be filed against
the Borrower or any of its Restricted Subsidiaries and a temporary stay entered,
and (i) such petition and



                                       67
<PAGE>   75

stay shall not be diligently contested, or (ii) such petition and stay shall
continue undismissed for a period of forty-five (45) consecutive days;

               (g) The Borrower or any of its Restricted 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
Restricted Subsidiaries shall consent to the institution of proceedings
thereunder or to the filing of any such petition or shall seek or consent 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 Restricted Subsidiaries, or of any substantial part of their
respective properties, or the Borrower or any its Restricted Subsidiaries shall
fail generally to pay their respective debts as they become due, or the Borrower
or any of its Restricted Subsidiaries shall take any action in furtherance of
any such action;

               (h) A judgment 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, $10,000,000, 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 $10,000,000 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 if,
after the expiration of any such stay, such judgment, warrant or process shall
not have been paid or discharged;

               (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 to which the
Borrower or any of its Subsidiaries 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 PBGC shall institute proceedings to terminate any
such Plan; or the Borrower or any of its Subsidiaries shall incur any liability
to PBGC in connection with the termination of any such Plan; or any Plan or
trust created under any Plan of the Borrower or any of its Subsidiaries 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 in any material amount on
"prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the
Code and, in each case, such event or condition, together with other such events
or conditions, if any, would subject the Borrower and its Subsidiaries to any
tax, liability or penalty in excess of $1,000,000;



                                       68
<PAGE>   76

               (j) There shall occur (i) any default under any Indebtedness
(other than the Loans) of the Borrower or any of its Restricted Subsidiaries in
an aggregate principal amount exceeding $5,000,000 at maturity or which default
allows the holder of such Indebtedness to accelerate the maturity of such
Indebtedness; (ii) any default under any Indebtedness of any Unrestricted
Subsidiary, which Indebtedness is in an aggregate principal amount exceeding
$100,000,000, at maturity or which default has resulted in acceleration of such
Indebtedness; (iii) any default under any Interest Hedge Agreement having a
notional principal amount $5,000,000 or more; or (iv) any defeasance or any
other action the result of which is to defease or repay any Subordinated Debt
(other than the Senior Subordinated Notes) without payment in full of the
Obligations;

               (k) 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. Section 310(b) and any interpretation of the FCC thereunder) to the
Borrower or any of its Subsidiaries and such order shall not have been rescinded
within sixty (60) days after such delivery, with respect to any material
License;

               (l) One or more Licenses shall be terminated or revoked such that
the Borrower and its Restricted Subsidiaries are no longer able to operate the
related Telecommunication Business or any portion 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 Restricted Subsidiaries are no
longer able to operate the related Telecommunication Business or any portion
thereof and retain the revenue received therefrom, except in the event that the
termination or revocation could not reasonably be expected to have a Materially
Adverse Effect;

               (m) Any Security Document or any Note or any other 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 or other obligations
purported to be created under any Loan Document;

               (n) Any Security Document shall for any reason fail or cease to
create a valid and first-priority Lien on or Security Interest in any material
portion of the Collateral purported to be covered thereby, subject to any
Permitted Lien, or any such Lien or Security Interest shall cease to be
perfected, except if such failure results from the Administrative Agent's
failure to file any UCC-3 continuation statement in the appropriate
jurisdiction; or



                                       69
<PAGE>   77

               (o) (i) John Stanton ceases, for any reason, to serve as Chairman
of the Borrower and a successor Chairman acceptable to the Majority Lenders is
not appointed or does not commence to serve within sixty (60) days from the date
Mr. Stanton ceases to serve as Chairman, or (ii) there shall be a Change of
Control, together with the affirmative vote of the Majority Lenders that such
Change in Control, together with any results thereof, constitutes an Event of
Default.

        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 Section 8.1(g)) shall have occurred
and shall be continuing, the Administrative Agent, at the request of the
Majority Lenders, shall formally declare that an Event of Default has occurred
and (i) terminate the Revolving Loan Commitment and (ii) declare the principal
of and interest on the Loans and any Notes and all other amounts owed to the
Lenders and the Administrative Agent under this Agreement and any Notes and any
other Obligations to be forthwith due and payable without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived,
anything in this Agreement or in the Notes or any other Loan Document to the
contrary notwithstanding, and the Revolving Loan Commitment shall thereupon
forthwith terminate and all such amounts shall be immediately due and payable.

               (b) Upon the occurrence and continuance of an Event of Default
specified in Section 8.1(f) or Section 8.1(g), all principal, interest and other
amounts due hereunder and under any Notes, and all other Obligations, shall
thereupon and concurrently therewith become due and payable and the Revolving
Loan 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 Majority 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.

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

               (d) Upon acceleration of the Obligations, as provided in
subsection (a) or (b) of this Section 8.2, the Administrative Agent, upon
request of the Majority Lenders, shall have the right to the appointment of a
receiver for the properties and assets of the Borrower and its Restricted
Subsidiaries, both to operate and to sell such properties and assets, and the
Borrower, for itself and on behalf of its Restricted Subsidiaries, hereby
consents to such right and such appointment and hereby waives any objection the
Borrower or any Restricted Subsidiary 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



                                       70
<PAGE>   78

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.
Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments
and prepayments under this Agreement made to any of the Administrative Agent,
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 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; 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)(iv)), to the payment of any unpaid interest which may have
accrued on the Obligations; fourth, to the Lenders pro rata until all Advances
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 deemed to be
Advances and shall be paid on a pro rata basis with the Advances); fifth, to the
Lenders pro rata on the basis of their respective unpaid amounts, to the payment
of any other unpaid Obligations; sixth, to damages incurred by the
Administrative Agent or any Lender by reason of any breach hereof or of any
other Loan Document; and seventh, upon satisfaction in full of all Obligations,
to the Borrower or as otherwise required by law. Notwithstanding the foregoing,
each Lender may allocate amounts received by it pursuant to this Section 8.3 in
its discretion to the various Obligations held by it.

                                   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 Loans irrevocably to appoint and
authorize, the Administrative Agent to take such actions as its agent on its
behalf and to exercise such powers hereunder and under the Security 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
respective directors, officers, employees or agents shall be liable for any
action taken or omitted to be taken by it or them hereunder or in connection
herewith, except for its or their own gross negligence or willful misconduct.



                                       71
<PAGE>   79

        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, whether under Section 11.1, Section 11.5, or otherwise
hereunder, as the holder of all of the interests of such Lender in its Loans
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 Paul, Hastings, Janofsky & Walker LLP, Atlanta, Georgia, special
counsel to the Administrative Agent, or with other legal counsel selected by it
with due care and shall not be liable for any action taken or suffered by it in
good faith in consultation with the Majority 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 other
instrument, document or communication furnished pursuant hereto or in connection
herewith, and the Administrative Agent shall be entitled to assume (absent
knowledge to the contrary) 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
Revolving Loan Commitment and its Loans, Toronto Dominion (Texas), Inc. shall
have the same rights and powers hereunder and under the other Loan Documents as
any other Lender 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.

        Section 9.6 Responsibility of the Administrative Agent. The duties and
obligations of the Administrative Agent under this Agreement and the Security
Documents are only those expressly set forth in this Agreement and the Security
Documents. The Administrative Agent shall be entitled to assume that no Default
has occurred and is continuing unless it has actual knowledge, or has been
notified by the Borrower, of such fact, or has been notified by a Lender in
writing that such Lender considers that a 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. The Administrative Agent shall provide promptly each Lender with
copies of such documents received from the Borrower as such Lender may
reasonably request.



                                       72
<PAGE>   80

        Section 9.7 Security Documents. The Administrative Agent, as collateral
agent hereunder and under the Security Documents, is hereby authorized to act on
behalf of the Lenders, in its own capacity and through other agents and
sub-agents appointed by it with due care, under the Security Documents, provided
that the Administrative Agent shall not agree to the release of any Collateral,
or any property encumbered by any mortgage, pledge or security interests except
in compliance with Section 11.12 hereof. In connection with its role as secured
party with respect to the Collateral hereunder, the Administrative Agent shall
act as collateral agent, for itself and for the ratable benefit of the Lenders,
and such role as administrative agent shall be disclosed on all appropriate
accounts, certificates, filings, mortgages, and other Collateral documentation.

        Section 9.8 Action by the Administrative Agent.

        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 Majority
Lenders to exercise or refrain from exercising such rights or to take or refrain
from taking such action; provided that the Administrative Agent shall not
exercise any rights under Section 8.2(a) of this Agreement except upon the
request of the Majority Lenders or of all the Lenders, where expressly required
by this Agreement. 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 for the protection of the
interests of the Lenders, except for its gross negligence or willful misconduct,
or conduct in breach of this Agreement as determined by a final, non-appealable
order of a court having jurisdiction over the subject matter.

        The Administrative Agent shall not be liable to the Lenders or to any
Lender in acting or refraining from acting under this Agreement or any other
Loan Document in accordance with the instructions of the Majority Lenders or of
all the Lenders, where expressly required by this Agreement, and any action
taken or failure to act pursuant to such instructions shall be binding on all
Lenders.

        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 (other than through a notice by one party hereto
to all other parties), the Administrative Agent or such Lender shall promptly
notify the Administrative Agent, and the Administrative Agent shall take such
action and assert such rights under this Agreement as the Majority Lenders or of
all the Lenders, where expressly required by this Agreement, 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 Majority Lenders shall
fail to request the Administrative Agent to take action or to assert rights
under this Agreement in respect of any Default within ten (10)



                                       73
<PAGE>   81

days after their receipt of the notice of any Default from the Administrative
Agent or any Lender, or shall request inconsistent action with respect to such
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 Majority 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.

        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 any Notes or any other Loan Document, or
(ii) any Subsidiary of the Borrower or any other obligor under any other Loan
Document; or

               (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 other Loan Document, 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, any Notes, any other Loan Document, or any other
document contemplated by this Agreement.

        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 percentage of the outstanding principal amount of the Loans
from and against any and all liabilities, obligations, losses (other than in the
event of a bankruptcy or out-of-court `work-out' of the Loans), damages,
penalties, actions, judgments, suits, costs, expenses (including 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 relating to or arising out of its
role as Administrative Agent under this Agreement, any other Loan Document, or
any other document contemplated by this Agreement 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 in its role as Administrative
Agent, 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 order of a court having jurisdiction over the subject
matter.



                                       74
<PAGE>   82

        Section 9.12 Credit Decision. Each Lender represents and warrants to
each other Lender, to each Managing Agent, and to the Administrative Agent that:

               (a) In making its decision to enter into this Agreement and to
make its Advances it has independently taken whatever steps it considers
necessary to evaluate the financial condition and affairs of the Borrower and
its Subsidiaries and that it has made an independent credit judgment, and that
it has not relied upon the Administrative Agent, any Managing Agent, or any
other Lender, 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 Obligations remains
outstanding, it will continue to make its own independent evaluation of the
financial condition and affairs of the Borrower.

        Section 9.13 Successor Administrative Agent.

               (a) Resignation. 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. Upon any such resignation, the Majority Lenders shall have the right
to appoint a successor Administrative Agent. If no successor Administrative
Agent shall have been so appointed by the Majority Lenders and shall have
accepted such appointment within thirty (30) days after the retiring
Administrative Agent gives notice of resignation, 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. 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. After any retiring Administrative Agent's resignation 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. The resignation of the
Administrative Agent may not take effect until a successor Administrative Agent
is appointed.

               (b) Removal. The Administrative Agent may be removed as
Administrative Agent hereunder at any time by written notice given to it by
Lenders holding not less than sixty-six and two-thirds percent (66-2/3%) of the
sum of the Loans outstanding plus Undrawn Commitments. Upon any such removal,
such Lenders shall have the right to appoint a successor Administrative Agent,
subject, at any such time as there is no Default hereunder, to the prior written
consent of the Borrower, such consent not to be unreasonably withheld or
delayed. Any such successor Administrative Agent



                                       75
<PAGE>   83

may 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. 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. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article shall continue in effect for its benefit in respect
of any actions taken or to be taken by it while it was acting as the
Administrative Agent.

        Section 9.14 Delegation of Duties. The Administrative Agent may execute
any of its respective 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 Additional Agents. None of the Lenders or other entities
identified on the facing page of, signature pages of or elsewhere in this
Agreement as a Co-Documentation Agent, Arranger, Managing Agent, or Co-Agent
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement or any other Loan Document other than those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
other Lender. Each Lender acknowledges that it has not relied, and will not
rely, on any of the Lenders or other entities so identified in deciding to enter
into this Agreement or any other Loan Document or in taking or not taking action
hereunder or thereunder.

                                   ARTICLE 10.
                             Change in Circumstances
                          Affecting Fixed Rate Advances

        Section 10.1 Eurodollar Basis Determination Inadequate or Unfair. If
with respect to any proposed Eurodollar 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 such type of Eurodollar 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



                                       76
<PAGE>   84

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 Eurodollar 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 each affected
Eurodollar Advance of such Lender, together with accrued interest thereon and
any reimbursement required under Section 2.11 hereof, on either (a) the last day
of the then current Interest Period applicable to such affected Eurodollar
Advances if such Lender may lawfully continue to maintain and fund such
Eurodollar Advances to such day or (b) immediately if such Lender may not
lawfully continue to fund and maintain such affected Eurodollar Advances to such
day. Concurrently with repaying each affected Eurodollar Advance of such Lender,
notwithstanding anything contained in Article 2 or Article 3 hereof, 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 held by such Lender shall equal the outstanding principal
amount 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:

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

                      (ii) shall impose, modify or deem applicable any reserve
               (including, without limitation, any imposed by the Board of
               Governors of



                                       77
<PAGE>   85

               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 or the New
               York certificate of deposit market any other condition affecting
               its obligation to make Eurodollar Advances or its Eurodollar
               Advances;

and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining any such Eurodollar Advances, or to reduce the amount of
any sum received or receivable by such Lender under this Agreement with respect
thereto, then, within five (5) 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, be
otherwise disadvantageous to such Lender.

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 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 the then outstanding affected Eurodollar Advances
of such Lender, together with accrued interest thereon to the date of
prepayment, along with any reimbursement required under Section 2.11 hereof.
Concurrently with prepaying such Eurodollar Advances, the Borrower may borrow a
Base Rate Advance from such Lender, and such Lender shall, if so requested, make
such Advance in an amount such that the outstanding principal amount held by
such Lender shall equal the outstanding principal amount 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 suspending the obligation of any Lender to make
Eurodollar Advances, or requiring Eurodollar Advances of any Lender 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 Advances which
would otherwise be made by such Lender Eurodollar Advances affected shall, at
the option of the Borrower, be made instead as Base Rate Advances.



                                       78
<PAGE>   86

                                   ARTICLE 11.
                                  Miscellaneous

        Section 11.1 Notices.

               (a) Unless otherwise specifically provided herein, all notices
and other communications under this Agreement shall be in writing and shall be
deemed to have been given three (3) days after deposit in the mail, designated
as certified mail, return receipt requested, postage-prepaid, or one (1) day
after being entrusted to a reputable commercial overnight delivery service, or
when sent by telecopy addressed to the party to which such notice is directed at
its address (and confirmed as received) determined as provided in this Section
11.1, except that notices under Article 2 shall be effective only upon receipt.
All notices and other communications under this Agreement shall be given to the
parties hereto at the following addresses:

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

                             Western Wireless Corporation
                             3650 131st Ave., S.E., #400
                             Bellevue, Washington 98006
                             Attn:  John Stanton
                             Chairman and Chief Executive Officer
                             Facsimile No.: (425) 586-8666

                      with a copy to:

                             Friedman Kaplan & Seiler LLP
                             875 Third Avenue
                             New York, New York  10022-6225
                             Attn:  Gregg S. Lerner, Esq.
                             Facsimile No.: (212) 355-6401

                      and to:

                             Jeffery Christianson, Esq.
                             Senior Vice President and General Counsel
                             3650 131st Ave., S.E., #400
                             Bellevue, Washington 98006
                             Facsimile No.: (425) 586-8666

                             If to the Administrative Agent, to it at:

                             Toronto Dominion (Texas), Inc.
                             909 Fannin, Suite 900
                             Houston, Texas 77010



                                       79
<PAGE>   87

                             Attn:  Manager, Agency
                             Facsimile No.: (713) 951-0033


                      with a copy to:

                             TD Securities (USA) Inc.
                             31 West 52nd Street
                             New York, New York 10019-6101
                             Attn:  Managing Director,
                                            Communications Finance
                             Facsimile No.: (212) 827-7227

                      and to:

                             Paul, Hastings, Janofsky & Walker LLP
                             600 Peachtree Street, Suite 2400
                             Atlanta, Georgia  30308-2222
                             Attn:  Kevin Conboy, Esq.
                             Facsimile No.: (404) 815-2424

                      (ii)   If to the Lenders, to them at the addresses set
                             forth beside their names on Schedules 4-A, 4-B, 4-C
                             and 4-D.

Copies shall be provided to Persons other than parties hereto only in the case
of notices under Article 8 hereof.

               (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, delivery and
syndication 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, but not limited to,
the fees and disbursements of Paul, Hastings, Janofsky & Walker LLP, special
counsel for the Administrative Agent and its Affiliates;

               (b) all reasonable out-of-pocket expenses of the Administrative
Agent in connection with the administration of the transactions contemplated in
this Agreement or the other Loan Documents, the restructuring and "work out" of
such transactions, and the preparation, negotiation, execution and delivery of
any waiver, amendment or consent by



                                       80
<PAGE>   88

the Administrative Agent and the Lenders relating to this Agreement or the other
Loan Documents, including, but not limited to, the fees and disbursements of any
experts, agents or consultants and of special counsel for the Administrative
Agent, but excluding any assignment fee pursuant to Section 11.5(b) hereof; and

               (c) all out-of-pocket costs and expenses of obtaining performance
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 Loans
or the other Obligations, which in each case shall include reasonable fees and
out-of-pocket expenses of special counsel for the Administrative Agent.

        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 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 an Advance. In the event the Lenders decide
to fund an 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 Advances or
preclude the Lenders and 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 Majority Lenders shall
not constitute a modification of this Agreement, 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 such as to require further notice of
their intent to require strict adherence to the terms of this Agreement 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 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, but not limited to, 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 Restricted Subsidiaries
against and on account of the Obligations irrespective of whether (a) any Lender
or the Administrative Agent shall have made any demand hereunder or (b) 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 and although such Obligations or any of them, shall be contingent or
unmatured. Upon direction by the



                                       81
<PAGE>   89

Administrative Agent with the consent of the Majority Lenders, each Lender
holding deposits of the Borrower or any of its Restricted Subsidiaries shall
exercise its set-off rights as so directed.

        Section 11.5 Assignment.

               (a) The Borrower may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of each of the Lenders.

               (b) Each Lender may enter freely into participation agreements
with respect to or otherwise grant participations in its Loans to one or more
banks or other lenders or financial institutions; provided, however, that (i)
such Lender's obligations hereunder shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) the participant shall not be entitled by the benefit
of its participation to vote or otherwise take action under this Agreement or
any other Loan Document, except with respect to the matters referred to in items
(a), (b), (c), (d), (e), and (f) of subsection (ii) of Section 11.12 hereof, and
(iv) the Borrower shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations hereunder. In addition,
each Lender may (x) sell or assign up to one hundred percent (100%) of its
rights hereunder and under the other Loan Documents to any Federal Reserve Bank
without limitation; and (y) sell or assign up to one hundred percent (100%) of
its rights hereunder and under the other Loan Documents to any other Person on
an assignment basis, provided that (A) (i) such assignment is to an Affiliate of
the assignor, an Approved Fund, or another Lender, or any Conduit Lender, or
(ii) the Borrower (unless there exists at the time of such assignment an Event
of Default hereunder) and the Administrative Agent have given their prior
written consent to the proposed assignee of a Lender hereunder, which consents
shall not be unreasonably delayed or withheld, provided that such consents may
be reasonably withheld if the proposed assignee is subject to withholding tax of
the sort referred to in Section 2.14 hereof, (B) in the case of assignments of
the Revolving A Commitment and the Revolving A Loans, the assignee assumes a pro
rata share of the assignor Lender's obligations thereunder determined by the
percentage of the Revolving A Commitment assigned for the period from the date
of the assignment through the Initial Maturity Date, and in the case of
assignments of the Revolving B Commitment and the Revolving B Loans, the
assignee assumes a pro rata share of the assignor Lender's obligations
thereunder determined by the percentages of the Revolving B Commitment assigned
for the period from the date of the assignment through the Initial Maturity
Date, but any such assignor Lender need not assign its Term A Loans or Term B
Loans on a pro rata basis with the Revolving A Commitment and the Revolving A
Loans or the Revolving B Commitment and Revolving B Loans, nor shall any such
Lender need to assign its Revolving A Commitment and Revolving A Loans on a pro
rata basis with the Revolving B Commitment and Revolving B Loans, and (C) each
such assignment shall be in a principal amount of not less than the lesser of
(I) the entire amount of such Lender's interest hereunder or (II) in the case of
assignments of the Revolving A Commitment,



                                       82
<PAGE>   90

Revolving A Loans, Revolving B Commitment, Revolving B Loans and Term A Loans,
$5,000,000, and in the case of the Term B Loans, $1,000,000 unless an assignment
is from one Lender to another or to an Approved Fund, or an Affiliate of a
Lender, in which case there shall be no minimum assignment amount. Each Lender
who sells or assigns a portion of its Loans pursuant hereto shall pay to the
Administrative Agent an assignment fee of $3,500 with respect to each
assignment, such fee to be paid to the Administrative Agent not later than the
effective date of the assignment of the Loan relating thereto; provided,
however, that no such fee shall be payable in the case of an assignment to
another Lender or an Affiliate of a Lender; and provided, further that, in the
case of contemporaneous assignments by a Lender to more than one fund managed by
the same investment advisor (which funds are not then Lenders hereunder), only a
single such $3,500 fee shall be payable for all such contemporaneous
assignments. All assignments by any of the Lenders of any interests hereunder
shall be made pursuant to an Assignment and Assumption Agreement substantially
in the form attached hereto as Exhibit Q. Each Lender may provide any proposed
participant or assignee with confidential information provided to such Lender
regarding the Borrower and its Subsidiaries on a confidential basis, and such
participant or assignee shall agree to maintain such confidentiality in
accordance with the provisions of Section 11.19 hereof. Further, each permitted
assignee of any portion of the Loans shall be entitled to the benefits of
Sections 2.11 and 2.13 and Article 10 hereof and all other provisions hereof and
of the other Loan Documents as a `Lender' hereunder.

               (c) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain a copy of each Assignment and Assumption
Agreement delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and the principal amount of
the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the "Register"). The entries in the Register shall be conclusive, absent
manifest error, and the Borrower, the Administrative Agent and the Lenders may
treat each person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection at the
offices of the Administrative Agent by the Borrower or any Lender, at any
reasonable time during normal business hours and from time to time upon
reasonable prior notice. Each Lender agrees to provide the Administrative Agent
and the Borrower with written notice of the assignment of all or part of its
rights hereunder. Upon the Administrative Agent's receipt of a duly completed
Assignment and Assumption Agreement executed by an assigning Lender and an
assignee Lender, the assignee's completed administrative questionnaire (unless
the assignee is already a Lender), the fee referred to in Section 11.5(b) above,
and any written consent to such assignment required by such subsection, the
Administrative Agent shall accept such Assignment and Assumption Agreement and
record the information contained therein in the Register. No assignment shall be
effected for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.



                                       83
<PAGE>   91

               (d) Notwithstanding anything to the contrary contained in this
Section 11.5, any Lender that is a fund that invests in bank loans may (without
the consent of the Borrower or the Administrative Agent) pledge all or a portion
of its rights in connection with this Agreement to the trustee or any holder of
obligations or agents therefor owed, or securities issued, by such fund as
security for such obligations or securities, provided that any foreclosure or
other exercise of remedies by such trustee shall be subject, in all respects, to
the provisions of this Section 11.5 regarding assignments. No pledge described
in the immediately preceding sentence shall release any such Lender from its
obligations hereunder.

               (e) Except as specifically set forth in Section 11.5(b) hereof,
nothing in this Agreement or any 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 any Notes.

               (f) The provisions of this Section 11.5 shall not apply to any
purchase of participations among the Lenders pursuant to Section 2.12 hereof.

        Section 11.6 Accounting Principles. Except as set forth in the following
sentence, references in this Agreement to GAAP shall be to such principles as in
effect from time to time, and all accounting terms used herein without
definition shall be used as defined under GAAP. All references to Operating Cash
Flow, Total Debt, Fixed Charges, Debt Service, and other such terms shall be
deemed to refer to such items of the Borrower and its Restricted Subsidiaries
excluding Unrestricted Subsidiaries on a consolidated basis, consistently
applied, unless otherwise indicated herein.

        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 any 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 New York. If any
action or proceeding shall be brought by the Administrative Agent or any Lender
in order to enforce any right or remedy under this Agreement or under any Note,
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 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



                                       84
<PAGE>   92

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 any 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 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 returned forthwith. It is the express intent hereof that the Borrower not
pay 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, the
Federal Funds Rate, and the Eurodollar Rate 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 other
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, in the case of Security Documents executed by the
Administrative Agent for itself and on behalf of the Lenders, signed by the
Administrative Agent and approved by) the Majority Lenders and, in the case of
an amendment, by the Borrower, except that (i) any amendment to this Agreement
or the other Loan Documents to effectuate the Incremental Facility as
contemplated by Section 2.1(e) shall only require the consent of the Borrower,
the Administrative Agent (to the extent required to assure that the amendments
contemplated by Section 2.1(e) are property effected) and the Lenders providing
the Incremental Facility, (ii) in the event of (a) any delay or extension in the
terms of



                                       85
<PAGE>   93

repayment or change in the order of application of repayment or application in
the reduction of any Commitment of the Loans provided in Section 2.4, Section
2.7 or Section 2.8 hereof, (b) any reduction in principal, interest or fees due
hereunder or postponement of the payment thereof, (c) any release of any
substantial portion of the Collateral for the Loans other than in connection
with a sale or disposition otherwise permitted hereunder, or any failure to take
Collateral to which the Lenders are otherwise entitled pursuant to Section 5.13
or 5.14 hereof, (d) any waiver of any Default due to the failure by the Borrower
to pay any sum due to any of the Lenders hereunder, (e) any release of any
material Guarantor under any Guaranty of all or any portion of the Obligations,
except in connection with a merger, sale or other disposition otherwise
permitted hereunder, or (f) any amendment of this Section 11.12, or of the
definition of Majority Lenders, or of any portion of Sections 2.10, 2.12, 5.11
or Article 10 as they relate to the relative priority of payment among the
Obligations, or any other provision of this Agreement or any of the other Loan
Documents specifically requiring the consent or approval of each of the Lenders,
any amendment or waiver or consent may be made only by an instrument in writing
signed by (or, in the case of Security Documents executed by the Administrative
Agent for itself and on behalf of the Lenders, signed by the Administrative
Agent and approved by) each of the Lenders and, in the case of an amendment, by
the Borrower, and (iii) any increase in the Revolving Loan Commitment of any
Lender shall be made only by an instrument in writing signed by such Lender, the
Administrative Agent and 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 the
Administrative Agent and by each of the Lenders.

        Section 11.13 Entire Agreement. Except as otherwise expressly provided
herein, this Agreement and the other documents described or contemplated herein
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 or its Affiliates and each Lender or its respective
Affiliates 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



                                       86
<PAGE>   94

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 this Agreement and shall continue in full force and effect so long
as any Obligation is outstanding and unpaid. Any right to indemnification
hereunder, including, without limitation, rights pursuant to Sections 2.11,
2.13, 5.11, 9.11, 10.3 and 11.2 hereof, shall survive the termination of this
Agreement and the payment and performance of all other Obligations.

        Section 11.17 Senior Debt. The Indebtedness of the Borrower evidenced by
this Agreement is secured by the Security Documents and is intended by the
parties hereto to be in parity with the Interest Hedge Agreements in effect from
time to time between the Borrower and any Lender or any Affiliate of any Lender
(with respect to Obligations under Interest Hedge Agreements) and senior in
right of payment to all other Indebtedness for Money Borrowed 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. The Lenders shall hold all non-public,
proprietary or confidential information (which has been identified as such by
the Borrower) 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 financial service industry
practices; however, the Lenders may make disclosure of any such information to
their examiners, Affiliates, outside auditors, counsel, consultants, appraisers
and other professional advisors in connection with this Agreement or to any
direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 11.19), or to the National
Association of Insurance Commissioners or any similar organization or any
nationally recognized rating agency that requires access to information about a
Lender's investment portfolio in connection with ratings issued with respect to
such Lender, or as reasonably required by any proposed syndicate member or any
proposed transferee or participant in connection with the contemplated transfer
of any Loans or participation therein or as required or requested by any
governmental authority 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. In no event shall any Lender be obligated or required to
return any materials furnished to it by the Borrower. 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 a breach of this Section
11.19 by such Lender), (ii) is already in the possession of such Lender on a
nonconfidential basis, or (iii) comes into the possession of such Lender in a
manner not known to such Lender to involve a breach of a duty of confidentiality
owing to the Borrower.



                                       87
<PAGE>   95

                                   ARTICLE 12.
                              Waiver of Jury Trial

        Section 12.1 Waiver of Jury Trial. THE BORROWER, FOR ITSELF AND ON
BEHALF 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, OR THE ADMINISTRATIVE AGENT,
OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, IS A PARTY, AS TO ALL MATTERS
AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, ANY OF ANY
NOTES OR THE OTHER LOAN DOCUMENTS.



                                       88
<PAGE>   96

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first appearing above.

BORROWER:                                WESTERN WIRELESS CORPORATION,
                                         a Washington corporation


                                         By:      /S/ Theresa Gillespie
                                         Title:   Executive Vice President

ADMINISTRATIVE AGENT:                     TORONTO DOMINION (TEXAS), INC.

                                           By:     /S/  Neva Nesbitt
                                                Name:   Neva Nesbitt
                                                Title:  Vice President


ARRANGER:                                  TD SECURITIES (USA) INC.

                                           By:   /S/    Brendan J. O'Halloran
                                                Name:   Brendan J. O'Halloran
                                                Title:  Managing Director



CO-DOCUMENTATION/
CO-SYNDICATION AGENT:                      BANK OF AMERICA, N.A.

                                           By:   /S/    Derrick Bell
                                                Name:   Derrick Bell
                                                Title:  Vice President


CO-DOCUMENTATION/
CO-SYNDICATION AGENT:                      BARCLAYS BANK PLC

                                           By:    /S/   Timothy Harrington
                                                Name:   Timothy Harrington
                                                Title:  Director



                                       89
<PAGE>   97

CO-DOCUMENTATION/
CO-SYNDICATION AGENT:                      THE CHASE MANHATTAN BANK

                                           By:  S/      John Huber
                                                Name:   John Huber
                                                Title:  Managing Director


MANAGING AGENT:                            COOPERATIEVE CENTRALE
                                           RAIFFEISEN-BOERENLEENBANK  B.A.,
                                           "RABOBANK INTERNATIONAL", NEW
                                           YORK BRANCH

                                           By:   /S/    Alan E. McLintock
                                                Name:   Alan E. McLintock
                                                Title:  Vice President

                                           By:   /S/    Nancy J. O'Connor
                                                Name:   Nancy J. O' Connor
                                                Title:  Vice President


MANAGING AGENT:                            DRESDNER BANK AG, NEW YORK AND
                                           GRAND CAYMAN BRANCHES

                                           By:   /S/    Jane Majeski
                                                Name:   Jane Majeski
                                                Title:  First Vice President

                                           By:    /S/   Brian Schneider
                                                Name:   Brian Schneider
                                                Title:  Assistant Vice President


MANAGING AGENT:                            FLEET NATIONAL BANK


                                           By:   /S/    Christine Campnelli
                                                Name:   Christine Campanelli
                                                Title:  Vice President



                                       90
<PAGE>   98

MANAGING AGENT:                             FIRST UNION NATIONAL BANK

                                            By:    /S/   Chris Kalmbach
                                                 Name:   Chris Kalmbach
                                                 Title:  Vice President


MANAGING AGENT:                             GOLDMAN SACHS CREDIT PARTNERS LP

                                            By:   /S/    Mark Denatale
                                                 Name:   Mark Denatale
                                                 Title:  Authorized Signatory


MANAGING AGENT:                             UNION BANK OF CALIFORNIA, N.A.

                                            By:   /S/    Keith M. Wilson
                                                 Name:   Keith M. Wilson
                                                 Title:  Vice President


CO-AGENT:                                   SKANDINAVISKA ENSKILDA BANKEN AB

                                            By:   /S/    Milton C. Brady
                                                 Name:   Milton C. Brady
                                                 Title:  Director

                                            By:   /S/    Erland Ringblom
                                                 Name:   Erland Ringblom
                                                 Title:  Senior Advisor


CO-AGENT:                                   U.S. BANK NATIONAL ASSOCIATION

                                            By:   /S/    Thomas G. Gunder
                                                 Name    Thomas G. Gunder
                                                 Title:  Vice President



                                       91
<PAGE>   99

LENDER:                                    PNC BANK, NATIONAL ASSOCIATION

                                           By:   /S/   Steven J. McGehrin
                                                Name:  Steven J. McGehrin
                                                Title: Vice President


LENDER:                                    THE TRAVELERS INSURANCE COMPANY

                                           By:   /S/   Allen R. Cantrell
                                                Name:  Allen R. Cantrell
                                                Title: Investment Officer

LENDER:                                    TRAVELERS CORPORATE LOAN FUND INC.

                                           By: Travelers Asset Management
                                           International Company LLC

                                           By:   /S/   Allen R. Cantrell
                                                Name:  Allen R. Cantrell
                                                Title: Investment Officer


LENDER:                                    KEY CORPORATE CAPITAL INC.

                                           By:   /S/   Laura E. Finlin
                                                Name:  Laura E. Finlin
                                                Title: Corporate Banking Officer


LENDER:                                    FIRSTAR BANK, N.A.

                                           By:   /S/   Michael J. Homeyer
                                                Name:  Michael J. Homeyer
                                                Title: Vice President



                                       92
<PAGE>   100

LENDER:                                    MERITA BANK PLC

                                           By:   /S/   Anu Seppala
                                                Name:  Anu Seppala
                                                Title: Vice President

                                           By:   /S/   Clifford Abramsky
                                                Name:  Clifford Abramsky
                                                Title: Vice President

LENDER:                                    NATIONAL CITY BANK

                                           By:    /S/  Liz Brosky
                                                Name:  Liz Brosky
                                                Title: Corporate Banking Officer

LENDER:                                    BANK OF MONTREAL, CHICAGO BRANCH

                                           By:   /S/   Ola Anderssen
                                                Name:  Ola Anderssen
                                                Title: Director


LENDER:                                    THE PRUDENTIAL INSURANCE COMPANY OF
                                           AMERICA

                                           By:    /S/  B. Ross Smead
                                                Name:  B. Ross Smead
                                                Title: Vice President


LENDER:                                    COOPERATIEVE CENTRALE RAIFFEISEN-
                                           BOERENLEENBANK  B.A., "RABOBANK
                                           INTERNATIONAL", NEW YORK BRANCH

                                           By:   /S/   Alan E. McLintock
                                                Name:  Alan E. McLintock
                                                Title: Vice President

                                           By:    /S/  Nancy J. O'Connor
                                                Name:  Nancy J. O'Connor
                                                Title: Vice President



                                       93
<PAGE>   101

LENDER:                                    THE ROYAL BANK OF SCOTLAND PLC

                                           By:   /S/   Karen L. Stefancic
                                                Name:  Karen L. Stefancic
                                                Title: Vice President


LENDER:                                    SKANDINAVISKA ENSKILDA BANKEN AB

                                           By:   /S/   Milton C. Brady
                                                Name:  Milton C. Brady
                                                Title: Director

                                           By:    /S/  Erland Ringblom
                                                Name:  Erland Ringblom
                                                Title: Senior Adviser


LENDER:                                    THE SUMITOMO TRUST & BANKING CO.,
                                           LTD., NEW YORK BRANCH

                                           By:   /S/   Suraj P. Bhatia
                                                Name:  Suraj P. Bhatia
                                                Title: Deputy General Manager


LENDER:                                    KZH SOLEIL LLC

                                           By:   /S/   Virginia Conway
                                                Name:  Virginia Conway
                                                Title: Authorized Agent


LENDER:                                    KZH SOLEIL-2 LLC

                                           By:   /S/   Virginia Conway
                                                Name:  Virginia Conway
                                                Title: Authorized Agent



                                       94
<PAGE>   102

LENDER:                                    U.S. BANK NATIONAL ASSOCIATION

                                           By:   /S/   Thomas G. Gunder
                                                Name:  Thomas G. Gunder
                                                Title: Vice President


LENDER:                                    UNION BANK OF CALIFORNIA, N.A.

                                           By: /S/     Keith M. Wilson
                                                Name:  Keith M. Wilson
                                                Title: Vice President


LENDER:                                    WEBSTER BANK

                                           By:   /S/   Elizabeth V. Piker
                                                Name:  Elizabeth V. Piker
                                                Title: Vice President


LENDER:                                    SUNTRUST BANK

                                           By:   /S/   J. Eric Millham
                                                Name:  J. Eric Millham
                                                Title: Director


LENDER:                                    ABN AMRO BANK N.V.

                                           By:  /S/    Nan Logan
                                                Name:  Nan Logan
                                                Title: Senior Vice President

                                           By:    /S/  Thomas Byrne
                                                Name:  Thomas Byrne
                                                Title: Senior Vice President


LENDER:                                    TORONTO DOMINION (TEXAS), INC.

                                           By:   /S/   Neva Nesbitt
                                                Name:  Neva Nesbitt
                                                Title: Vice President



                                       95
<PAGE>   103

LENDER:                                    ALLFIRST BANK

                                           By:  /S/    Christopher L. Smith
                                                Name:  Christopher L. Smith
                                                Title: Senior Vice President


LENDER:                                    BANK OF AMERICA, N.A.

                                           By:   /S/   Derrick Bell
                                                Name:  Derrick Bell
                                                Title: Vice President


LENDER:                                    BANK OF HAWAII

                                           By:   /S/   Luke Yeh
                                                Name:  Luke Yeh
                                                Title: Assistant Vice President

LENDER:                                    BANK OF NEW YORK

                                           By:   /S/   Gerry Granovsky
                                                Name:  Gerry Granovsky
                                                Title: Vice President


LENDER:                                    THE GOVERNOR AND COMPANY OF
                                           THE BANK OF SCOTLAND

                                           By:  /S/    Stuart Gibson
                                                Name:  Stuart Gibson
                                                Title: Director


LENDER:                                    PARIBAS

                                           By:    /S/  Darlynn Ernst Kitcher
                                                Name:  Darlynn Ernst Kitcher
                                                Title: Vice President

                                           By:    /S/  Thomas G. Brandt



                                       96
<PAGE>   104

                                                Name:  Thomas G. Brandt
                                                Title: Managing Director


LENDER:                                    BARCLAYS BANK PLC

                                           By:    /S/  Timothy Harrington
                                                Name:  Timothy Harrington
                                                Title: Director


LENDER:                                    THE CHASE MANHATTAN BANK

                                           By:  /S/    John Huber
                                                Name:  John Huber
                                                Title: Managing Director


LENDER:                                    CITY NATIONAL BANK

                                           By:  /S/    Aaron Cohen
                                                Name:  Aaron Cohen
                                                Title: Vice President


LENDER:                                    COBANK, ACB

                                           By:    /S/  Anita Youngblut
                                                Name:  Anita Youngblut
                                                Title: Vice President


LENDER:                                    KZH CNC LLC

                                           By:   /S/   Virginia Conway
                                                Name:  Virginia Conway
                                                Title: Authorized Agent


LENDER:                                    CREDIT LYONNAIS NEW YORK BRANCH

                                           By:   /S/   Jeremy D. Horn
                                                Name:  Jeremy D. Horn



                                       97
<PAGE>   105

                                                Title: Vice President


LENDER:                                    DAI-ICHI KANGYO BANK, LIMITED

                                           By:    /S/  Nancy Stengel
                                                Name:  Nancy Stengel
                                                Title: Vice President


LENDER:                                    DRESDNER BANK AG, NEW YORK AND GRAND
                                           CAYMAN BRANCHES

                                           By:    /S/  James A. Majeski
                                                Name:  James  A. Majeski
                                                Title: First Vice President

                                           By:   /S/   Brian Schneider
                                                Name:  Brian Schneider
                                                Title: Assistant Vice President


LENDER:                                    FLEET NATIONAL BANK

                                           By:    /S/  Christine Campanelli
                                                Name:  Christine Campanelli
                                                Title: Vice President


LENDER:                                    FIRST UNION NATIONAL BANK

                                           By:    /S/  Chris Kalmbach
                                                Name:  Chris Kalmbach
                                                Title: Vice President


LENDER:                                    THE FUJI BANK, LIMITED

                                           By:    /S/  Masahito Fukuda
                                                Name:  Masahito Fukuda
                                                Title: Senior Vice President &
                                                       Group Head



                                       98
<PAGE>   106

LENDER:                                    GOLDMAN SACHS CREDIT PARTNERS LP

                                           By:    /S/  Mark Denatale
                                                Name:  Mark Denatale
                                                Title: Authorized Signatory


LENDER:                                    BAYERISCHE HYPO-UND VEREINSBANK AG

                                           By:   /S/   Eric N. Pelletier
                                                Name:  Eric N. Pelletier
                                                Title: Director

                                           By:   /S/   Patricia M. Tresnan
                                                Name:  Patricia M. Tresnan
                                                Title: Director


LENDER:                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED

                                           By:    /S/  Vincente Timiraos
                                                Name:  Vincente Timiraos
                                                Title: Joint General Manager


LENDER:                                    MORGAN STANLEY DEAN WITTER PRIME
                                           INCOME TRUST

                                           By:   /S/   Peter Gewirtz
                                                Name:  Peter Gewirtz
                                                Title: Vice President



                                       99
<PAGE>   107

LENDER:                                    KZH PONDVIEW LLC

                                           By:   /S/   Virginia Conway
                                                Name:  Virginia Conway
                                                Title: Authorized Agent


LENDER:                                    KZH WATERSIDE LLC

                                           By:   /S/   Virginia Conway
                                                Name:  Virginia Conway
                                                Title: Authorized Agent


LENDER:                                    KZH STERLING LLC

                                           By:    /S/  Virginia Conway
                                                Name:  Virginia Conway
                                                Title: Authorized Agent


LENDER:                                    KZH ING-2 LLC

                                           By:   /S/   Virginia Conway
                                                Name:  Virginia Conway
                                                Title: Authorized Agent


LENDER:                                    THE ROYAL BANK OF SCOTLAND PLC

                                           By:     /S/ Karen L. Stefancic
                                                Name:  Karen Stefancic
                                                Title: Vice President


LENDER:                                    CITIZENS BANK

                                           By:  /S/    Cynthia J. Terwilliger
                                                Name:  Cynthia J. Terwilliger
                                                Title: Vice President



                                      100
<PAGE>   108

LENDER:                                  THE BANK OF NOVA SCOTIA

                                         By:    /S/  Vincent J. Fitzgerald, Jr.
                                              Name:  Vincent J. Fitzgerald, Jr.
                                              Title: Authorized Agent


LENDER:                                  METROPOLITAN LIFE INSURANCE COMPANY

                                         By:   /S/   James R. Dingler
                                              Name:  James R. Dingler
                                              Title: Director


LENDER:                                  METROPOLITAN PROPERTY AND CASUALTY
                                         INSURANCE COMPANY

                                         By:    /S/  James R. Dingler
                                              Name:  James R. Dingler
                                              Title: Authorized Agent


LENDER:                                  PPM AMERICA, INC., as Attorney in Fact,
                                         on Behalf of Jackson National Life
                                         Insurance Company

                                         By:   /S/   Michael J. Harrington
                                              Name:  Michael J. Harrington
                                              Title: Vice President


LENDER:                                  WINGED FOOT FUNDING TRUST

                                         By:    /S/  Ashley R. Hamilton
                                              Name:  Ashley R. Hamilton
                                              Title: Authorized Agent


LENDER:                                  GPSF SECURITIES INC.

                                         By:   /S/   Mark A. Bernier
                                              Name:  Mark A. Bernier
                                              Title: Vice President



                                      101
<PAGE>   109

LENDER:                                    GENERAL ELECTRIC CAPITAL CORPORATION

                                           By:    /S/  Thomas E. Johnstone
                                                Name:  Thomas E. Johnstone
                                                Title: Duly Authorized Signatory


LENDER:                                    KZH LANGDALE LLC

                                           By:  /S/    Susan Lee
                                                Name:  Susan Lee
                                                Title: Authorized Agent


LENDER:                                    KZH RIVERSIDE LLC

                                           By:   /S/   Susan Lee
                                                Name:  Susan Lee
                                                Title: Authorized Agent


LENDER:                                    PILGRIM PRIME RATE TRUST

                                           By:    /S/  Jeffrey A. Bakalar
                                                Name:  Jeffrey A. Bakalar
                                                Title: Senior Vice President


LENDER:                                    GALAXY CLO 1999 - 1, LTD.
                                           by SAI Investment Adviser, Inc.
                                           its Collateral Manager

                                           By:   /S/   James K. Hunt
                                                Name:  James K. Hunt
                                                Title: Authorized Agent



                                      102