<PAGE>

                                                                   EXHIBIT 10.40

                                                                  EXECUTION COPY

                             DATED  28 AUGUST 2003

                   WESTERN WIRELESS INTERNATIONAL CORPORATION

               WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION

             WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION

                      WESTERN WIRELESS INTERNATIONAL D.O.O.

                                       and

                          IKB DEUTSCHE INDUSTRIEBANK AG

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

                     SECOND AMENDMENT AND RESTATEMENT OF THE
                   SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND
                              COMPLETION GUARANTEE

                               DATED 30 APRIL 2002

          RELATING TO THE FINANCING OF THE VEGA GSM TELECOMMUNICATIONS
                              NETWORK IN SLOVENIA

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

<PAGE>

                                TABLE OF CONTENTS

                                    CONTENTS

<TABLE>
<CAPTION>
                                         CLAUSE                                                PAGE
<S>                                                                                            <C>
1.   Definitions and Interpretation.........................................................     2

2.   Guarantee..............................................................................     9

3.   Undertakings...........................................................................    12

4.   Representations and Warranties.........................................................    19

5.   Undertakings in relation to Subordinated Debt..........................................    22

6.   Permitted Payments.....................................................................    24

7.   Subordination on Insolvency............................................................    25

8.   Enforcement by the Sponsors............................................................    27

9.   Voting.................................................................................    27

10.  Funding of Sponsor Contributions and Nature of Obligations.............................    28

11.  No Subrogation.........................................................................    32

12.  Waiver.................................................................................    32

13.  Consents...............................................................................    33

14.  Conflict...............................................................................    33

15.  Preservation of Subordinated Debt......................................................    34

16.  Taxes..................................................................................    34

17.  Indemnities............................................................................    35

18.  Successors, Assignments and Transfers..................................................    35

19.  Power of Attorney......................................................................    36

20.  Remedies and Waivers, Cumulative Rights, Partial Invalidity............................    36

21.  Rights of the Borrower.................................................................    37

22.  Other information......................................................................    37

23.  UMTS Rebate............................................................................    37

24.  Overseas ranking.......................................................................    37
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                                TABLE OF CONTENTS

                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                               PAGE
<S>                                                                                            <C>
25.  Notices................................................................................    37

26.  Counterparts...........................................................................    40

27.  Amendments.............................................................................    40

28.  Governing law..........................................................................    40

29.  Jurisdiction; Consent to Service of Process; Waiver of Jury Trial......................    40

30.  Service of process.....................................................................    41

31.  Waiver of Immunity.....................................................................    41

32.  Expenses...............................................................................    42

33.  Entire Agreement.......................................................................    42

SCHEDULE 1 Process Agents...................................................................    58
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                                      -ii-
<PAGE>

THIS AGREEMENT is dated                 2003 and made between:

(1)      WESTERN WIRELESS INTERNATIONAL CORPORATION ("WWIC"), WESTERN WIRELESS
         INTERNATIONAL SLOVENIA CORPORATION ("WWI SLOVENIA I"), and WESTERN
         WIRELESS INTERNATIONAL SLOVENIA II CORPORATION ("WWI SLOVENIA II")
         (together the "SPONSORS");

(2)      WESTERN WIRELESS INTERNATIONAL D.O.O., a company with limited liability
         organised and existing under the laws of the Republic of Slovenia (the
         "BORROWER"); and

(3)      IKB DEUTSCHE INDUSTRIEBANK AG, a banking corporation duly organised and
         existing under the laws of the Federal Republic of Germany as off shore
         security or facility agent for and on behalf of the Senior Creditors
         (the "OFF SHORE SECURITY AGENT" or the "OFF SHORE FACILITY AGENT" as
         the case may be).

WHEREAS

(A)      The Borrower is a special purpose project company created as a limited
         liability company on 20 September 2000 to undertake the Project.

(B)      WWIC, WWI Slovenia I, and WWI Slovenia II are the sponsors of the
         Project and are direct and indirect shareholders of the Borrower.

(C)      The Borrower has entered into the Facility Agreement pursuant to which
         each of the Banks has agreed to make available certain project finance
         facilities to the Borrower and the Lucent Loan Agreement pursuant to
         which Lucent Technologies Inc. has agreed to make a loan to the
         Borrower, in each case, for the purpose of, amongst other things, the
         design, construction, engineering, financing, commissioning, operation
         and maintenance of the Project.

(D)      The Borrower has entered into the Hedging Agreements pursuant to which
         the Hedging Counterparties will provide certain interest rate hedging
         arrangements to the Borrower.

(E)      The parties hereto have entered into the Original Sponsors' and
         Shareholders' Undertaking and Completion Guarantee pursuant to which
         the Sponsors agreed to provide a completion guarantee and certain
         undertakings to the Senior Creditors which were a condition precedent
         to the obligations of the Banks under the Facility Agreement.

(F)      The parties hereto wish to amend and restate the Original Sponsors' and
         Shareholders' Undertaking and Completion Guarantee as provided in this
         Agreement (which, for the avoidance of doubt, is intended by the
         parties hereto to be an amendment and restatement only and not a
         novation).

                                      -1-
<PAGE>

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         Terms used but not otherwise defined herein shall have the meanings
         ascribed to them in the Facility Agreement. The following terms shall
         have the following meanings when used herein:

         "AFFILIATE" means, in relation to any person, a Subsidiary of that
         person or a Holding Company of that person or any other Subsidiary of
         that Holding Company.

         "AGREEMENT" means this agreement and includes the schedules hereto.

         "ARRANGER" has the meaning given to it in the Facility Agreement.

         "AUTHORISATION" means an authorisation, consent, approval, resolution,
         licence, exemption, filing, notarisation or registration.

         "BANK" has the meaning given to it in the Facility Agreement.

         "BORROWER" means Western Wireless International, d.o.o..

         "BORROWER'S OBLIGATIONS" means all debts and monetary liabilities of
         the Borrower to the Senior Creditors of any nature, now existing or
         hereafter arising, whether or not evidenced by any note, agreement or
         other instrument under or in relation to the Finance Documents
         including, without limitation and in each such case, all interest,
         premium fees, make-whole amounts, swap termination payments, charges,
         losses, costs, expenses, Break Costs and any other sum payable by the
         Borrower thereunder.

         "BREAK COSTS" has the meaning given to it in the Facility Agreement.

         "CASH SHORTFALL" has the meaning given to it in the Facility Agreement.

         "CONCESSION AGREEMENT" means the concession agreement between the
         Government and the Borrower dated January 03, 2001 based on the
         Government's decision no. 347-16/99-6 dated 16 November 2000.

         "DEBT SERVICE RESERVE ACCOUNT" means the account established under
         Clause 23.9 (Debt Service Reserve Account) of the Facility Agreement.

         "DELIVERY CONTRACT" means the delivery contract between Lucent
         Technologies Network Systems GmbH, Nurnberg, Germany and the Borrower
         dated 15 March 2001 and signed on 21 March 2001 and 30 April 2001 as
         amended from time to time.

                                      -2-
<PAGE>

         "DISCHARGE DATE" means the date on which the Borrower's Obligations
         have been fully and irrevocably paid or discharged to the reasonable
         satisfaction of the Off Shore Facility Agent, whether or not as a
         result of enforcement.

         "DSRA-REQUIRED BALANCE" has the meaning set out in Clause 23.9.2 (Debt
         Service Reserve Account) of the Facility Agreement.

         "ECA" means Euler Hermes Kreditversicherungs- AG, Hamburg.

         "ECA FACILITY" has the meaning given to it in the Facility Agreement.

         "EQUITY CONTRIBUTION" means a cash contribution in the Share Capital or
         subsequent payments in cash or in kind towards the capital (Naknadna
         vplacila).

         "ETSI" means the European Telecommunications Standards Institute.

         "EVENT OF DEFAULT" means any event or circumstance specified as such in
         Clause 25 (Events of Default) of the Facility Agreement.

         "FACILITY" has the meaning given to it in the Facility Agreement.

         "FACILITY AGREEMENT" means the facility agreement dated 30 April 2002
         between the Banks and the Borrower and as amended by the First
         Amendment Agreement relating to the Facility Agreement dated 28 October
         2002 and the Second Amendment Agreement relating to the Facility
         Agreement dated [-] August 2003.

         "FINANCE PARTY" means any of the Off Shore Facility Agent, the On Shore
         Facility Agent, the Security Agents, the Issuing Bank, the Arrangers or
         the Banks.

         "GOVERNMENT" means the Government of the Republic of Slovenia.

         "3GPP" means the 3G Partnership Project.

         "HEDGING AGREEMENT" means any hedging agreement between the Borrower
         and any Hedging Counterparty designated as a Hedging Agreement by the
         Borrower and the Hedging Counterparty and notified to the Off Shore
         Facility Agent in each case, in accordance with the terms of the
         Intercreditor Agreement.

         "HEDGING COUNTERPARTY" means the Original Hedging Counterparty and any
         bank or financial institution which accedes to the terms of the
         Intercreditor Agreement in accordance with the requirements thereof.

         "HOLDING COMPANY" means, in relation to a company or corporation, any
         other company or corporation in respect of which it is a Subsidiary.

                                      -3-
<PAGE>

         "INDEPENDENT TECHNICAL CONSULTANT" means Mr. Sami Ali of
         Teleconsultants and Associates Limited, who shall assist the Banks in
         connection with the Project or any replacement consulting firm
         nominated by the Majority Banks after consultation with the Borrower.

         "INFORMATION MEMORANDUM" means the document dated September 2001
         prepared by the Off Shore Facility Agent and approved by the Borrower
         in relation to the Project, distributed to the Banks and the ECA prior
         to the date hereof.

         "INITIAL BUSINESS PLAN" means a statement of the technical, economic
         and tax assumptions in the form of the financial model agreed between
         the parties to the Facility Agreement and referred to as the excel
         spreadsheet named "Base Case 12 July 01.xls".

         "INSOLVENCY EVENTS" has the meaning given to it in Clause 7.1
         (Insolvency Events).

         "ISSUING BANK" means Nova Ljubljanska banka d.d., Ljubljana or such
         other financial institution or bank from time to time which issues a
         SIT Facility Guarantee or LC.

         "ITU" means the International Telecommunications Union.

         "LICENCE" means the GSM-1800 licence issued by the Government to the
         Borrower (including the Concession Agreement) and any renewal,
         extension or replacement thereof.

         "LONG TERM INDEBTEDNESS" shall mean indebtedness for borrowed money
         which, as of the applicable determination date, would be included in
         the Group's consolidated financial statements prepared in accordance
         with US GAAP under the line items set forth therein entitled "Long Term
         Debt" and "Current Portion of Long Term Debt".

         "MAJORITY BANKS" has the meaning given to it in the Facility Agreement.

         "MANAGEMENT AGREEMENT" means the management agreement to be entered
         into between the Borrower and Western Wireless International
         Corporation.

         "MATERIAL ADVERSE EFFECT" means any event, occurrence or condition
         which has or could reasonably be expected to have a material adverse
         effect on:

         (a)      the business, operation, property (taken as a whole) and/or
                  financial condition of the Borrower and/or a Sponsor;

         (b)      the ability of the Borrower and/or the Sponsors to perform a
                  payment obligation or other material obligation under a
                  Transaction Document to which it is a party;

         (c)      except as permitted under the Facility Agreement the validity
                  or enforceability of a Material Contract; or

                                      -4-
<PAGE>

         (d)      the validity or enforceability of any of the Security
                  purported to be granted under the Security Documents (as and
                  when such Security is required to be valid and enforceable).

         "MATERIAL CONTRACTS" has the meaning given to it in the Facility
         Agreement.

         "NETWORK" means the Borrower's telecommunication network including,
         without limitation, all associated hardware, software, infrastructure,
         civil works, towers, masts and antenna systems, links and
         interconnection in Slovenia using the GSM ETSI standards and any
         evolution of these standards to 3GPP standards, or otherwise, and any
         equipment conforming to ITU standards and shall include all hardware,
         licensed software and documentation, services and support procured
         under the Delivery Contract.

         "OFF SHORE FACILITY AGENT" means IKB Deutsche Industriebank AG.

         "OFF SHORE SECURITY AGENT" means IKB Deutsche Industriebank AG.

         "ON SHORE FACILITY AGENT" means Nova Ljubljanska banka d.d.

         "ON SHORE SECURITY AGENT" means Nova Ljubljanska banka d.d.

         "ORIGINAL HEDGING COUNTERPARTY" means IKB International S.A.,
         Luxembourg.

         "ORIGINAL SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION
         GUARANTEE" means the Sponsors' and Shareholders' Undertaking and
         Completion Guarantee, dated 30 April 2002, as amended by the First
         Amendment Agreement relating to the Sponsors' and Shareholders'
         Undertaking and Completion Guarantee, dated 28 October 2002.

         "PARENT" means Western Wireless Corporation.

         "PARTY" means a party to this Agreement.

         "PERMITTED GROUP ENCUMBRANCES" means:

         (a)      Permitted Encumbrances of the Borrower;

         (b)      Security created over the assets of any member of the Group in
                  respect of indebtedness permitted under Clause 3.1.5
                  (Indebtedness);

         (c)      any Security arising by operation of law in the ordinary
                  course of a Group member's business PROVIDED THAT if at any
                  time such Security is or becomes enforceable such Security is
                  being contested in good faith or appropriate reserves have
                  been made in respect of the indebtedness to which it relates;

         (d)      rights of set off arising in the ordinary course of a Group
                  member's business PROVIDED THAT if at any time such Security
                  is or becomes enforceable such Security is being

                                      -5-
<PAGE>

                  contested in good faith or appropriate reserves have been made
                  in respect of the indebtedness to which it relates;

         (e)      Security on property existing prior to the acquisition thereof
                  PROVIDED THAT such Security was not created to avoid the terms
                  of this Agreement;

         (f)      Security existing and disclosed in writing to the Off Shore
                  Security Agent prior to the Second Amendment Agreement
                  Effective Date; and

         (g)      Security created with the consent of the Senior Creditors.

         "POTENTIAL EVENT OF DEFAULT" has the meaning given to it in the
         Facility Agreement.

         "PROCEEDS AND REVENUE ACCOUNT" has the meaning given to it in the
         Facility Agreement.

         "PROCESS AGENT" has the meaning given to it in Clause 30.1 (Service of
         process).

         "PROJECT" means the design, construction, testing, completion and
         operation of the Network.

         "QUARTER" means each period of three months in a financial year of the
         Borrower, the first such period of any financial year commencing on the
         first day of such financial year.

         "REPAYMENT DATE" means in relation to a Facility the dates specified
         for repayment in schedule 2 (Repayment Dates) of the Facility
         Agreement.

         "REPORTING DATE" has the meaning given to it in Clause 3.3 (Contingent
         Equity).

         "SECURITY" means a mortgage, charge, pledge, lien, bill of exchange,
         security deposit or other security interest securing any obligation of
         any person or any other agreement or arrangement having a similar
         effect.

         "SECURITY AGENT" means the Off Shore Security Agent and/or the On Shore
         Security Agent.

         "SECURITY DOCUMENTS" has the meaning given to it in the Facility
         Agreement.

         "SENIOR CREDITORS" means the Finance Parties and the Hedging
         Counterparties and Lucent Technologies Inc (until the irrevocable
         repayment in full of all amounts outstanding under the Lucent Loan
         Agreement).

         "SHARE" means an ordinary fully paid up share in the Share Capital.

         "SHARE CAPITAL" means the share capital of the Borrower as increased
         from time to time in accordance with this Agreement.

         "SHAREHOLDERS" means WWI Slovenia I and WWI Slovenia II and any
         permitted transferee in accordance with and pursuant to the terms and
         conditions of this Agreement.

                                      -6-
<PAGE>

         "SHAREHOLDERS PLEDGE AGREEMENT" means the shareholder pledge agreement
         to be entered into by WWIC for the purposes of pledging its interests
         in the Shareholders to the Off Shore Security Agent acting on behalf of
         the Senior Creditors.

         "SIT" means the lawful monetary unit of the Republic of Slovenia from
         time to time.

         "SIT FACILITY GUARANTEE OR LC" means any guarantee issued or to be
         issued or letter of credit opened or to be opened by the Issuing Bank
         upon request of the Borrower.

         "SPONSOR CONTRIBUTIONS" means contributions made to the Borrower by way
         of Equity Contributions and/or Subordinated Loans.

         "SPONSORS" means WWIC, WWI Slovenia I and WWI Slovenia II.

         "SPONSORS' AND SHAREHOLDERS' OBLIGATIONS" means the obligations of the
         Sponsors and Shareholders under this Agreement.

         "SUBORDINATED DEBT" means all present and future obligations and
         liabilities (whether actual or contingent, whether owed jointly,
         severally or in any other capacity whatsoever and whether originally
         incurred by the Borrower or by some other person) of the Borrower to
         the Sponsors or the Shareholders (or any of them) including, without
         limitation, any amounts paid by the Sponsors pursuant to Clause 2
         (Guarantee), any Subordinated Loan and any amount received by the
         Borrower from the Sponsors or the Shareholders as additional paid in
         capital which is not evidenced by the issuance of new Shares and
         amounts owing under the Sponsors Unsecured Loan Agreement and/or the
         Management Agreement (in each case including any such obligations or
         liabilities outstanding prior to the date of any amendment to this
         Agreement) PROVIDED THAT Subordinated Debt shall not, prior to the
         occurrence of an Event of Default, include amounts in respect of direct
         costs payable under the Management Agreement which are provided for in
         the Initial Business Plan and permitted to be paid in accordance with
         clause 23.3(d)(ii) (Application of moneys on the Proceeds and Revenue
         Accounts) of the Facility Agreement or Existing WWIC Loans that are
         permitted to be repaid to WWIC in accordance with clause 23.8.2 (Loan
         Proceeds Account) of the Facility Agreement.

         "SUBORDINATED DEBT DOCUMENT" has the meaning given to it in the
         Intercreditor Agreement.

         "SUBORDINATED LOAN" means a subordinated loan (other than a Sponsors
         Unsecured Loan) made to the Borrower in accordance with the terms of
         this Agreement.

         "SUBSIDIARY" means, in relation to any company or corporation, any
         company, corporation or partnership:

         (a)      which is controlled, directly or indirectly, by the
                  first-mentioned company or corporation and, for these
                  purposes, a company, corporation or partnership shall be
                  treated as being controlled by a company or corporation if
                  that other company or corporation is able to

                                      -7-
<PAGE>

                  direct its affairs and/or to control the composition of its
                  board of directors or equivalent body;

         (b)      more than half the issued share capital or partnership
                  interest of which is beneficially owned, directly or
                  indirectly, by the first-mentioned company or corporation; or

         (c)      which is a subsidiary of another subsidiary of the
                  first-mentioned company or corporation.

         "TRANSACTION DOCUMENTS" has the meaning given to it in the Facility
         Agreement.

         "TRANSFER CONDITIONS" means, in relation to any disposal of Shares,
         that:

         (a)      the Transferee satisfies the Transferee Criteria;

         (b)      the person intending to dispose of its Shares has provided the
                  Off Shore Facility Agent with at least 60 days' notice of the
                  identity of the Transferee together with all necessary
                  information of the Transferee in order to be able to assess
                  the creditworthiness of the Transferee accurately, details of
                  the number of Shares that are to be transferred to and the
                  amount of Subordinated Loans that are to be assumed by the
                  Transferee;

         (c)      the Transferee has become bound by the terms of this Agreement
                  by execution of such documents as the Off Shore Facility Agent
                  may reasonably require specifying and has delivered a legal
                  opinion in form and substance satisfactory to the Off Shore
                  Facility Agent addressing the representations set out in
                  Clause 4.1 (Individual Sponsor and Shareholder representations
                  and warranties); and

         (d)      the Shares which are the subject of the disposal remain
                  subject to the Security.

         "TRANSFEREE" means a person to whom a Shareholder or Sponsor intends,
         in conformity with the provisions hereof and the constitutive documents
         of the Borrower, to dispose of all or part of its Shares or
         Subordinated Debt.

         "TRANSFEREE CRITERIA" means in relation to any Transferee, that:

         (a)      such person, its assets or its country of residence or
                  incorporation, is not then subject to any economic or
                  political sanctions issued by an OECD member country or issued
                  by an organisation to which an OECD member country is subject
                  and is reasonably satisfactory to the Majority Banks; and

         (b)      such person (or its parent, if such person's obligations are
                  unconditionally guaranteed by its parent) has delivered to the
                  Off Shore Facility Agent its most recent two consecutive years
                  of audited financial statements demonstrating to the
                  reasonable satisfaction of the Off Shore Facility Agent
                  (acting on the instructions of the Majority Banks) that such

                                      -8-
<PAGE>

                  person could reasonably be expected to fulfil its future
                  obligations under the Finance Documents.

         "US GAAP" means generally accepted accounting principles, standards and
         practices in the United States of America consistently applied.

         "VAT" means value added tax as provided for in the Law on Value Added
         Tax published in the Official Gazettes of the Republic of Slovenia, no.
         89/98, 17/2000 - decision of Constitution Court, 30/2001 and any other
         tax of a similar nature.

         "WWI SLOVENIA I" means Western Wireless International Slovenia
         Corporation.

         "WWI SLOVENIA II" means Western Wireless International Slovenia II
         Corporation.

         "WWIC" means Western Wireless International Corporation.

1.2      INTERPRETATION

         In this Agreement a reference to:

1.2.1    this Agreement means this agreement as from time to time supplemented
         or amended by one or more agreements entered into pursuant to the
         applicable provisions hereof;

1.2.2    a document is a reference to that document as modified or replaced from
         time to time;

1.2.3    a person includes reference to a government, state, state agency,
         corporation, body corporate, association or partnership;

1.2.4    a person includes a reference to that person's legal personal
         representatives, successors and assigns;

1.2.5    the singular includes the plural and vice versa;

1.2.6    a time of day is a reference to the time in Dusseldorf, unless a
         contrary indication appears; and

1.2.7    a Clause or Schedule is a reference to a clause of or schedule to this
         Agreement.

1.3      An Event of Default can be assumed to be continuing unless the Borrower
         has satisfied the Agents or Security Agents (in each case acting on the
         instructions of the Majority Banks acting reasonably) that such Event
         of Default has been cured or waived.

1.4      If any enforcement action as directed by the Senior Creditors in
         accordance with the Intercreditor Agreement, permitted to be taken upon
         an Event of Default, has been commenced, the Borrower may not
         subsequently cure such Event of Default without the prior written
         consent of the Agents or Security Agents (in each case acting on the
         instructions of the Majority Banks).

                                      -9-
<PAGE>

1.5      Clause headings and the table of contents in this Agreement are for
         convenience of reference only, are not part of this Agreement and shall
         not affect the construction of, or be taken into consideration in,
         interpreting this Agreement.

1.6      In respect of any obligations of the Sponsors, Shareholders and the
         Borrower hereunder, whether for payment of money or otherwise, the Off
         Shore Security Agent shall be authorised and entitled to demand payment
         or performance in accordance with the terms of such obligations as set
         out herein.

2.       GUARANTEE

2.1      GUARANTEE

         The Sponsors on a joint and several basis irrevocably, absolutely and
         unconditionally, as principal obligors and not merely as surety,
         guarantee to the Senior Creditors the punctual payment when due,
         whether at stated maturity, by acceleration or otherwise, and the
         punctual performance, of all of the present and future Borrower's
         Obligations under the Finance Documents and undertake for the benefit
         of the Senior Creditors to pay to the Off Shore Security Agent an
         amount equal to the Borrower's Obligations in the same manner as the
         Borrower's Obligations are required to be paid by the Borrower under
         the Finance Documents (the "GUARANTEE").

2.2      NATURE OF GUARANTEE

2.2.1    This Guarantee is one of payment and performance, not collection, and
         the obligations of the Sponsors under this Guarantee are independent of
         the Borrower's Obligations, and a separate action or actions may be
         brought and prosecuted against any one or all of the Sponsors to
         enforce this Guarantee, irrespective of whether any action is brought
         against the Borrower or whether the Borrower is joined in any such
         action or actions.

2.2.2    The Off Shore Security Agent may at any time and from time to time
         (whether or not after revocation or termination of this Guarantee)
         with-out the consent of, or notice (except as shall be required by
         applicable statute and cannot be waived) to, the Sponsors, and without
         incurring responsibility to the Sponsors or impairing or releasing the
         obligations of the Sponsors hereunder, apply any sums by whomsoever
         paid or howsoever realised to any of the Borrower's Obligations
         regardless of what Borrower's Obligations remain unpaid.

2.3      REMEDIES UPON DEFAULT; RIGHT OF SET-OFF

         (a)      Upon the occurrence and during the continuance of any Event of
                  Default or, after expiry of the notice period in clause 14.2
                  (Change of Control, Withdrawal of Licence and Abandonment of
                  the Project) of the Facility Agreement, a mandatory prepayment
                  event provided for in clause 14.2 (Change of Control,
                  Withdrawal of Licence and Abandonment of the Project)of the
                  Facility Agreement, the Off Shore Security Agent may, without
                  notice to or demand upon the Borrower or the Sponsors, declare
                  any of the Borrower's

                                      -10-
<PAGE>

                  Obligations immediately due and payable, and shall be entitled
                  to enforce the obligations of the Sponsors hereunder. The
                  obligations of the Sponsors may be enforced hereunder at one
                  time or on separate occasions.

         (b)      Upon such declaration by the Off Shore Security Agent, the Off
                  Shore Security Agent pursuant to Clause 2.3(a) and any Senior
                  Creditor is hereby authorized at any time and from time to
                  time, to the fullest extent permitted by law, to set-off and
                  apply any and all deposits (general or special, time or
                  demand, provisional or final) at any time held and other
                  indebtedness at any time owing by the Off Shore Security Agent
                  or any Senior Creditor to or for the credit or the account of
                  the Sponsors against any and all of the obligations of the
                  Sponsors now or hereafter existing under this Guarantee,
                  whether or not the Off Shore Security Agent or such Senior
                  Creditor shall have made any demand under this Guarantee and
                  although such obligations may be contingent and unmatured. The
                  Off Shore Security Agent agrees promptly to notify the
                  Sponsors after any such set-off and application, PROVIDED that
                  the failure to give such notice shall not affect the validity
                  of such set-off and application. The rights of the Off Shore
                  Security Agent and Senior Creditors under this Clause 2.3 are
                  in addition to other rights and remedies (including other
                  rights of set-off) which the Off Shore Security Agent and
                  Senior Creditors may have.

2.4      STATUTE OF LIMITATIONS

         Any acknowledgement or new promise, whether by payment of principal or
         interest or otherwise and whether by the Borrower or others (including
         the Sponsors), with respect to any of the Borrower's Obligations shall,
         if the statute of limitations in favor of the Sponsors against the Off
         Shore Security Agent or Senior Creditors shall have commenced to run,
         toll the running of such statute of limitations and, if the period of
         such statute of limitations shall have expired, prevent the operation
         of such statute of limitations.

2.5      INTEREST

         Failure to pay when due all amounts payable from time to time by the
         Sponsors hereunder shall bear interest at the interest rate per annum
         specified in clause 9.5 (Default interest) of the Facility Agreement
         from the date such payment was due until the date of receipt in full by
         the Banks of such payment. Any interest payable under this Clause shall
         be paid by the Sponsors upon demand of the Off Shore Security Agent.

2.6      RIGHTS AND REMEDIES NOT WAIVED

         No act, omission or delay by the Off Shore Security Agent shall
         constitute a waiver of its or the Secured Creditors' rights and
         remedies hereunder or otherwise. No single or partial waiver by the Off
         Shore Security Agent of any default hereunder or right or remedy which
         it may have shall operate as a waiver of any other default, right or
         remedy or of the same default, right or remedy on a future occasion.

                                      -11-
<PAGE>

2.7      ADMISSIBILITY OF GUARANTEE

         The Sponsors agree that any copy of this Agreement signed by the
         Sponsors and transmitted by telecopier for delivery to the Off Shore
         Security Agent shall be admissible in evidence as the original itself
         in any judicial or administrative proceeding, whether or not the
         original is in existence.

2.8      WINDING-UP AND INSOLVENCY

         If on or before the Discharge Date:

2.8.1    any general meeting of any of the Sponsors is convened for the purposes
         of passing a resolution for its winding-up, bankruptcy or dissolution
         under any applicable law;

2.8.2    any legal proceedings are started (or renewed after stay) under any
         applicable law for the winding-up, bankruptcy or dissolution of any of
         the Sponsors; or

2.8.3    an order is made by a competent court or a resolution is passed for
         winding-up, bankruptcy or dissolution of any of the Sponsors or any
         receiver, manager, receiver-manager or similar officers are appointed
         in relation to any of the Sponsors, under any applicable law;

         then, if any such meeting, proceedings, order or appointment is not
         dismissed or discharged (if capable of being dismissed or discharged)
         in each case within 20 days of the institution or presentation thereof,
         in addition to any other rights of the Senior Creditors hereunder, the
         Sponsors shall, pay in accordance with Clause 2.1 (Guarantee) an amount
         equal to the Borrower's Obligations then outstanding without the need
         for any request, demand, notice or other action on the part of any
         Senior Creditor or the Off Shore Facility Agent.

3.       UNDERTAKINGS

3.1      UNDERTAKINGS OF WESTERN WIRELESS INTERNATIONAL CORPORATION

         WWIC undertakes to the Senior Creditors that up to and including the
         Discharge Date it will:

3.1.1    Ownership: not reduce its direct or indirect ownership of the Share
         Capital to less than 80% without the prior written consent of the
         Senior Creditors.

3.1.2    Reports and Information: provide the Off Shore Facility Agent, in
         sufficient copies for each of the Banks, with the following reports,
         prepared in compliance with all relevant legal and professional
         requirements and according to generally accepted accounting principles
         consistently applied:

         (a)      as soon as available, but in any event no later than one
                  hundred and twenty (120) days after the end of each financial
                  year, its audited (for 2001 only unaudited) annual report and
                  the audited annual report of Western Wireless International
                  Holding Corporation and, commencing with the 2002 financial
                  year, the unaudited annual financial statements of WWI
                  Slovenia I and WWI Slovenia II provided that in respect of the
                  2001 financial year,

                                      -12-
<PAGE>

                  WWIC shall provide the unaudited annual financial statements
                  of WWI Slovenia I and WWI Slovenia II as soon as such
                  financial statements are available;

         (b)      as soon as available, but in any event no later than one
                  hundred and twenty (120) days after the end of each financial
                  year, the audited annual report of the Parent and such other
                  information or reporting as the Off Shore Facility Agent may
                  from time to time reasonably request; and

         (c)      all such information relating to the Group required to be
                  supplied by the Borrower or by WWIC in accordance with clause
                  21 (Reporting Requirements) and clause 22.3 (Stage II
                  covenants) of the Facility Agreement in accordance with the
                  requirements thereof.

         All such financial information shall be in English and with respect to
         the information in Clause 3.1.2(a) and (b) shall be submitted to the
         Off Shore Facility Agent together with a certificate signed by the
         chief financial officer of WWIC confirming that such information is
         true and accurate or, with respect to any such financial information,
         if required by the Facility Agreement submitted with a Covenant
         Compliance Certificate in accordance with the requirements thereof. In
         respect of three year business plan to be provided in relation to the
         Group, WWIC shall meet with the Off Shore Facility Agent in accordance
         with the requirements of clause 21.6.2 (Business Plan Review) of the
         Facility Agreement.

3.1.3    Licence: promptly notify the Off Shore Facility Agent if it or any of
         its Affiliates acquires any telecommunications business or any new
         licence (excluding any renewal of or addition to any existing
         telecommunications licence), in particular any UMTS licence.

3.1.4    Disposals and reorganisation: not, without the prior written consent of
         the Majority Banks:

         (a)      dispose of any of its legal or economic interests in any
                  company or agree to permit any Subsidiary to dispose of any
                  part of its business or the whole or any part of its business;
                  or

         (b)      undertake any reconstruction or reorganisation of its business
                  or investments (other than investments that do not relate to
                  the business of WWIC);

         PROVIDED THAT it or its Subsidiaries may without the prior written
         consent of the Majority Banks:

         (i)      dispose of companies in which it holds less than a 50% legal
                  or economic ownership interest PROVIDED THAT such disposal is
                  on an arms length basis on commercial terms; and/or

         (ii)     dispose of its immaterial physical assets, on an arms length
                  basis, in the ordinary course of business.

3.1.5    Indebtedness: not, without the prior consent of the Majority Banks,
         incur or permit any Subsidiary to incur any Long Term Indebtedness to
         any person (other than Western Wireless

                                      -13-
<PAGE>

         International Holding Corporation or any other Group member)
         (contingent or otherwise) which at any time exceeds an amount, on a
         consolidated basis, of Euro 400,000,000.00.

         For purposes of determining compliance with this Clause, indebtedness
         denominated in any currency other than Euros shall be converted:

         (i)      first, into US Dollars on the same basis such amounts are
                  converted into US Dollars for the purposes of preparing the
                  Group's most recent consolidated audited financial statements;
                  and

         (ii)     thereafter, from US Dollars into Euros using the reciprocal
                  exchange rate applicable in paragraph (i) above.

         Notwithstanding anything contained herein to the contrary, the maximum
         amount of indebtedness pursuant to this Clause that may be incurred
         shall not be deemed to be exceeded due solely to the result of
         fluctuations in the exchange rates of currencies on dates which are not
         dates on which Long Term Indebtedness is incurred.

3.1.6    Negative pledge: other than those arrangements disclosed in writing to
         the Off Shore Facility Agent prior to the Second Amendment Agreement
         Effective Date and any Permitted Group Encumbrances, not, without the
         prior written consent of the Majority Banks, and shall not permit any
         Subsidiary to:

         (a)      create or permit to subsist any Security over any of its or
                  the Group's assets;

         (b)      sell, transfer or otherwise dispose of any of its or the
                  Group's assets on terms whereby they are or may be leased to
                  or re-acquired by the Borrower;

         (c)      sell, transfer or otherwise dispose of any of its or the
                  Group's receivables on recourse terms; or

         (d)      enter into any other preferential arrangement having a similar
                  effect to the arrangements set out in paragraphs (b) to (c)
                  above,

                  in circumstances where the arrangement or transaction is
                  entered into primarily as a method of raising Financial
                  Indebtedness or of financing the acquisition of an asset.

3.1.7    Loans and guarantees: not, without the prior written consent of the
         Majority Banks, and shall not permit any Subsidiary to make any loans,
         grant any credit or give any guarantee or indemnity (except as required
         under any of the Finance Documents) to or for the benefit of any person
         or otherwise voluntarily assume any liability, whether actual or
         contingent, in respect of any obligation of any other person (other
         than in respect of the making of loans, granting of credit or giving of
         guarantees or indemnities to WWIC or any Subsidiary permitted under
         Clause 3.1.5 (Indebtedness) or Clause 3.1.6 (Negative pledge)), other
         than:

                                      -14-
<PAGE>

         (a)      loans to, guarantees or indemnities in respect of employees
                  not to exceed Euro 2,500,000.00 or its equivalent, on a
                  consolidated basis, at any given time; and

         (b)      trade credit to unrelated parties in the ordinary course of
                  business.

3.2      UNDERTAKINGS OF THE SPONSORS

         Notwithstanding the Sponsors' obligations under Clause 2 (Guarantee)
         and as a separate and independent obligation, each of the Sponsors, on
         a joint and several basis, undertakes to the Senior Creditors that up
         to and including the Discharge Date it shall:

3.2.1    Sponsor Contributions: make Sponsor Contributions to ensure that as of
         the first Utilisation Date the aggregate amount of Share Capital of the
         Borrower and Subordinated Loans made to the Borrower shall be not less
         than Euro 78,500,000.

3.2.2    Additional Sponsor Contributions: make Sponsor Contributions to ensure
         that the aggregate amount of Share Capital of the Borrower and
         Subordinated Loans (excluding for the avoidance of doubt any amounts in
         respect of fees payable under the Management Agreement subordinated
         pursuant to clause 23.3(d)(vii) or 23.3(e) of the Facility Agreement)
         made to the Borrower (i) as of 21 October 2002 shall be not less than
         Euro 81,500,000, and (ii) as of 8 January 2003 shall be not less than
         Euro 86,060,000.

3.2.3    Subordinated Management Fees: convert the Subordinated Management Fees
         provided for under clause 23.3(e)(ii)(1) (Application of moneys on the
         Proceeds and Revenue Accounts) of the Facility Agreement into
         Subordinated Loans.

3.2.4    Technical and managerial capacity and assistance: provide to the
         Borrower such technical and managerial assistance consistent with
         prudent industry practice to enable the Borrower to undertake technical
         design of the Network, implement and operate the Network and provide
         trained seconded staff in accordance with the assumptions in the
         Initial Business Plan (without amendment) at the times and in the
         numbers as set out therein.

3.2.5    Change in ownership: provide the Off Shore Facility Agent, as soon as
         available, with information of any change in its ownership or the
         ownership of the Borrower.

3.2.6    Funding: promptly inform the Off Shore Facility Agent if the Parent
         ceases or indicates its intention to cease to provide financial
         assistance to the Sponsors to enable the Sponsors to comply with their
         financial obligations under the Finance Documents.

3.2.7    Additional information: provide such information as the Off Shore
         Facility Agent may reasonably request from time to time.

3.3      ADDITIONAL FUNDING OBLIGATIONS

         Notwithstanding any other provision of this Agreement and without
         prejudice to the Secured Creditors rights hereunder:

                                      -15-
<PAGE>

         (a)      If at any time there is a Cash Shortfall the Sponsors shall
                  forthwith, on a joint and several basis, make Equity
                  Contributions to cure such Cash Shortfall.

         (b)      If the balance standing to the credit of the Debt Service
                  Reserve Account is less than the DSRA-Required Balance, each
                  of the Sponsors, on a joint and several basis, shall forthwith
                  make Sponsor Contributions to the Debt Service Reserve Account
                  to ensure that the balance standing to the credit of the Debt
                  Service Reserve Account is at least equal to the DSRA-Required
                  Balance provided that from (and including) the Second
                  Amendment Effective Date such contributions shall only be made
                  by way of Equity Contributions.

         (c)      If, at anytime, Debt Service Payments then due and payable
                  cannot be made in full by the Borrower in accordance with the
                  Facility Agreement, the Sponsors shall forthwith, on a joint
                  and several basis, make Equity Contributions to enable such
                  payments to be made by the Borrower.

3.4      UNDERTAKINGS OF THE SPONSORS AND THE SHAREHOLDERS

         Each of the Sponsors and the Shareholders, on a joint and several
         basis, undertakes to the Senior Creditors that up to and including the
         Discharge Date, it shall:

3.4.1    Transfers: not dispose of any of its Shares unless it has first
         satisfied the Transfer Conditions;

3.4.2    Shareholding of Borrower: not hold, in aggregate, less than 80% of the
         Shares, directly or indirectly without the prior written consent of the
         Off Shore Facility Agent (acting on the instructions of the Majority
         Banks);

3.4.3    Shareholding in competitors: not hold, in aggregate, more than 20% of
         the shares and/or not more than 20% of the controlling rights in any
         other Slovenian GSM telecommunications operator operating in the
         digital cellular 1800 network directly or indirectly;

3.4.4    Distributions: not permit any distribution by way of declared or
         constructive dividend payments or other payment from the Borrower, if
         such payment would constitute a breach by the Borrower of any of its
         obligations under the Facility Agreement;

3.4.5    Authorisations: assist the Borrower in obtaining the necessary
         Authorisations required to perform the Project;

3.4.6    Winding-Up of Borrower: not sue or commence proceedings against the
         Borrower or seek a resolution or order for the voluntary winding-up or
         dissolution of the Borrower and in any dissolution or winding up of the
         Borrower it shall not claim or sue for any payment in respect of its
         Shares, Sponsors Unsecured Loans or Subordinated Loans unless all
         amounts payable under the Finance Documents have been indefeasibly paid
         in full;

                                      -16-
<PAGE>

3.4.7    Reduction of Share Capital: not approve the reduction or redemption of
         or permit the Borrower to reduce or redeem its Share Capital;

3.4.8    Performance of obligations: perform its obligations under the
         Management Agreement and, in all material respects, any other Material
         Contract to which it is a party and shall not:

         (a)      assign or transfer any of its rights or obligations
                  thereunder;

         (b)      except as permitted by the terms of the Facility Agreement,
                  make or agree to any material amendment, modification or
                  variation to, or make or agree to any suspension, early
                  termination or cancellation of, any of the Management
                  Agreement and any other Material Contract to which it is a
                  party or make or agree to any material amendment, modification
                  or variation to the organisational documents of the Borrower
                  in any manner which is inconsistent with the provisions of any
                  of the Finance Documents; or

         (c)      waive or grant any indulgence with respect to any material
                  right under any of the Material Contracts to which it is a
                  party;

3.4.9    Voting rights: not exercise its voting rights in a manner that would
         permit the Borrower to violate its obligations under the Finance
         Documents;

3.4.10   No encumbrances or disposals: not dispose of any of its rights under
         any Transaction Document to which it is a party and shall not grant any
         option with respect to, or create, incur, assume or suffer to exist any
         encumbrance over, any of its Shares or Subordinated Loans in the
         Borrower or any Transaction Document to which it is a party other than
         in each case encumbrances created under the Security Documents or
         encumbrances arising by operation of law which are being contested in
         good faith or for which appropriate reserves therefor have been made;

3.4.11   Abandonment: in its capacity as a Shareholder, not exercise its voting
         rights in the Borrower to cause or allow the Project to be abandoned or
         discontinued;

3.4.12   Repayment of Borrower payments: promptly repay to the Borrower any sum
         received by it (including by way of set-off) from the Borrower (in its
         respective capacity as Shareholder or as lender of the Sponsors'
         Unsecured Loans and Subordinated Loans), where the payment of such sum
         by the Borrower breaches its undertakings under the Facility Agreement
         or, in the case of a payment under the Sponsors Unsecured Loans or
         Subordinated Loans, if such payment was not due;

3.4.13   Amendments to documents: not agree to any amendment, variation or
         waiver of or in relation to the Sponsors Unsecured Loan Agreement or
         any other Finance Document to which it is a party which in the case of
         such other Finance Documents would materially adversely affect the
         rights of the Banks under such Finance Document;

                                      -17-
<PAGE>

3.4.14   Maintain existence: preserve and maintain its corporate existence and
         corporate rights and obtain and maintain in full force and effect all
         necessary authorisations applicable to it in connection with any
         Material Contracts to which it is a party as and when such necessary
         authorisations are required to be obtained in accordance with
         applicable law;

3.4.15   Notification of Off Shore Facility Agent: promptly inform the Off Shore
         Facility Agent of any notice of termination, suspension or force
         majeure or any other material notice served or received by it in
         respect of any Transaction Document to which it is a party;

3.4.16   Mergers: shall not permit the Borrower to merge or consolidate with any
         other person, enter into any demerger transaction, or participate in
         any other type of corporate reconstruction;

3.4.17   Competition: shall not participate in any way whether in conjunction
         with any third party or any Affiliate in any telecommunication system
         (other than through the Borrower's exploitation of the Network) which
         provides services in Slovenia except as provided and in accordance with
         the terms and conditions set out in clause 24.33 (UMTS and other
         licences) of the Facility Agreement;

3.4.18   General assistance: when requested by the Off Shore Security Agent,
         execute, acknowledge or deliver or cause to be executed, acknowledged
         or delivered such documents that are necessary in order to maintain in
         full force and effect the Sponsors' and Shareholders' Obligations;

3.4.19   Transfer of Subordinated Debt: not (save as expressly permitted in the
         Finance Documents):

         (a)      assign, transfer or dispose of, or create or permit to subsist
                  any Security over, any of the Subordinated Debt owing to it or
                  its proceeds or any interest in that Subordinated Debt or its
                  proceeds, or any security therefor, to or in favour of any
                  person;

         (b)      subordinate any of the Subordinated Debt owing to it or its
                  proceeds to any sums owing by the Borrower to any person other
                  than the Senior Creditors; or

         (c)      transfer by novation or otherwise any of its rights or
                  obligations under any Subordinated Debt Document to any
                  person,

         unless:

                  (i)      that person agrees with the parties hereto that it is
                           bound by all the provisions of this Agreement and (if
                           applicable) the relevant Subordinated Debt Document
                           as a Sponsor or as a Shareholder (as applicable) in a
                           manner satisfactory to the Off Shore Facility Agent;

                  (ii)     in the case of Subordinated Debt that person creates
                           a new Security over such Subordinated Debt and/or has
                           taken the assignment, transfer or disposal subject to
                           any existing security over such Subordinated Debt
                           created pursuant to the

                                      -18-
<PAGE>

                           Security Documents (in either case) in form and
                           substance satisfactory to the Majority Banks;

                  (iii)    the Off Shore Facility Agent has received any
                           relevant legal opinions in form and substance
                           satisfactory to it; and

                  (iv)     that person satisfies the Transferee Criteria; and

3.4.20   Confirmation of contributions: upon payment of any Subordinated Debt or
         Equity Contributions by a Shareholder or a Sponsor, promptly provide to
         the Off Shore Facility Agent a certificate duly executed by a director
         of the Borrower and a director of the Shareholder and/or Sponsor (as
         the case may be) confirming that the Subordinated Debt or Equity
         Contribution has been paid and received by the Borrower together with a
         true copy of bank statements of the Borrower evidencing such payment
         and any documents required by law to be given or issued in respect of
         such payment.

4.       REPRESENTATIONS AND WARRANTIES

4.1      INDIVIDUAL SPONSOR AND SHAREHOLDER REPRESENTATIONS AND WARRANTIES

         Each Sponsor and Shareholder, for itself, makes the following
         representations and warranties on the date of this Agreement which
         (other than those in Clause 4.1.8 (Information), Clause 4.1.13 (Share
         Capital) and Clause 4.1.16 (Information Memorandum, Initial Business
         Plan and Legal Due Diligence Report)) shall be repeated on each
         Utilisation Date and Repayment Date under the Facility Agreement and
         each payment date hereunder:

4.1.1    Corporate existence and due authorisation: it is a company duly
         incorporated and validly existing under the laws of its jurisdiction of
         incorporation and it has the power to enter into and perform, and has
         taken all necessary action to authorise its entry into, performance and
         delivery of, the Material Contracts to which it is a party and the
         transactions contemplated thereby, and each Material Contract to which
         it is a party constitutes (or will once executed) its legal, valid and
         binding obligation enforceable in accordance with its terms;

4.1.2    Authorisations: all necessary Authorisations required in connection
         with the entry into, performance, validity and enforceability of the
         Transaction Documents to which it is a party and the transactions
         contemplated thereby have been obtained or effected and are in full
         force and effect except Authorisations the failure of which to obtain
         would not have a Material Adverse Effect and Authorisations which are
         not required to be obtained by it until a future date and it is not
         aware of any reason why such necessary Authorisations required after
         the date hereof shall not be obtained and maintained. It is also in
         compliance in all material respects with the terms of the
         Authorisations referred to in this Clause 4.1.2;

4.1.3    Tax: under the applicable laws in force at the date hereof in the
         jurisdiction of its incorporation and the laws in force in the
         jurisdiction from which any amount is payable by it all amounts payable
         by it under this Agreement can be made free and clear of and without
         deduction or

                                      -19-
<PAGE>

         withholding for or on account of any tax, and no stamp or registration
         duty or similar taxes or charges are payable in its jurisdiction of
         incorporation in respect thereof;

4.1.4    Legality: it has undertaken all acts, conditions and things required to
         be done, fulfilled and performed in order:

         (a)      to enable it lawfully to enter into and perform and comply
                  with its obligations under this Agreement; and

         (b)      to make this Agreement admissible in a court of law;

4.1.5    No conflict: the entry into and performance by it of, and the
         transactions contemplated by, the Finance Documents to which it is a
         party do not and will not:

         (a)      conflict with any applicable law or regulation or judicial or
                  official order;

         (b)      conflict with its constitutive documents; or

         (c)      to the best of its knowledge having made reasonable enquiry,
                  conflict with any document which is binding upon it or upon
                  any of its assets;

4.1.6    Pari passu: under the applicable laws of its jurisdiction, any claim of
         the Senior Creditors under the Finance Documents against it will rank
         at least pari passu with the claims of all its other unsecured and
         unsubordinated creditors, save for those claims which are preferred by
         any bankruptcy, insolvency, liquidation, tax or other similar laws of
         general application;

4.1.7    Applicable law: it is in compliance in all material respects with:

         (a)      all applicable laws; and

         (b)      its obligations under each Material Contract to which it is a
                  party;

4.1.8    Information: all of the information it supplied to the Senior Creditors
         and to the Independent Technical Consultant is true, complete and
         accurate in all material respects as at the date such information was
         supplied and it has not knowingly failed to disclose to the Senior
         Creditors or to the Independent Technical Consultant any facts or
         circumstances the omission of which would render any such information
         misleading in any material aspects;

4.1.9    Litigation: no litigation, arbitration, administrative proceeding or
         claim relating to it before any court, tribunal, arbitrator or other
         relevant authority is presently in progress, pending or, to the best of
         its knowledge, threatened against it and which, if resolved adversely
         to it could reasonably be expected to have a Material Adverse Effect;

4.1.10   Winding-up: it has not taken any corporate action nor have (to the best
         of its knowledge) any other steps been taken or legal proceedings been
         started against it for its winding-up, dissolution,

                                      -20-
<PAGE>

         arrangement or reorganisation or for the appointment of a receiver,
         manager, receiver-manager, trustee or similar officer of it or any or
         all of its assets or revenues;

4.1.11   Financial statements:  its most recent audited financial statements:

         (a)      were prepared in accordance with US GAAP consistently applied
                  (unless expressly disclosed to the Off Shore Facility Agent in
                  writing to the contrary before the date of this Agreement);

         (b)      disclose all material liabilities (contingent or otherwise)
                  and all unrealised or anticipated losses required to be
                  disclosed by US GAAP as at the end of and during the relevant
                  financial period (unless expressly disclosed to the Off Shore
                  Facility Agent in writing to the contrary before the date of
                  this Agreement); and

         (c)      give a true and fair view of its financial condition and
                  operations as at the end of and during the relevant financial
                  period.

         Its financial year end and the financial year end of the Shareholder is
         31 December;

4.1.12   No material adverse change: since the date as at which the latest
         audited consolidated financial statements were stated to be prepared
         there has been no material adverse change in its business or financial
         condition;

4.1.13   Share Capital: as of the date hereof WWIC is the direct or indirect
         owner of 100 per cent of the registered Share Capital and no other
         Shares are currently in issue or proposed to be issued;

4.1.14   Encumbrances: there is no encumbrance and there is no agreement,
         arrangement or obligation to create or give an encumbrance, in relation
         to any of the issued or unissued Shares other than encumbrances
         constituted by the Security Documents or encumbrances arising by
         operation of law that are being contested in good faith or for which
         appropriate reserves therefor have been made;

4.1.15   Additional arrangements: there is no agreement, arrangement or
         obligation requiring the creation, allotment, issue, transfer,
         redemption or repayment of, or the grant to a person of the right
         (condition or not) to require the issue, transfer, redemption or
         repayment of a Share (including, without limitation, an option or right
         of pre-emption or conversion); and

4.1.16   Information Memorandum, Initial Business Plan and Legal Due Diligence
         Report: as at 30 April 2002 the information contained in the
         Information Memorandum, the Initial Business Plan and the Legal Due
         Diligence Report does not contain any information, data, assumption,
         statement of fact or circumstance which is untrue, or in the case of
         any assumption not considered reasonable, in a material respect or omit
         to state any information, data, assumption, fact or circumstance the
         omission of which could reasonably be expected to have a Material
         Adverse Effect.

                                      -21-
<PAGE>

4.2      RELIANCE

         The Sponsors and Shareholders acknowledge that they make the
         representations in Clause 4.1 (Individual Sponsor and Shareholder
         representations and warranties) with the intention of inducing the
         Senior Creditors to enter into this Agreement and the Facility
         Agreement or, as the case may be, the Hedging Agreements and that the
         Senior Creditors enter into this Agreement and the Facility Agreement,
         the Lucent Loan Agreement or, as the case may be, the Hedging
         Agreements on the basis of, and in full reliance on, each of such
         representations.

4.3      NO PREJUDICE

         Each Senior Creditor's rights and remedies in relation to any
         misrepresentation or breach of warranty on the part of any of the
         Sponsors and/or Shareholders are not prejudiced:

4.3.1    by any investigation by or on behalf of any Senior Creditor into the
         affairs of any of the Sponsors and/or Shareholders;

4.3.2    by the execution or the performance of this Agreement; or

4.3.3    by any other act or thing which may be done by or on behalf of any
         Senior Creditor in connection with this Agreement and which might,
         apart from this Clause 4.3, prejudice such rights or remedies.

5.       UNDERTAKINGS IN RELATION TO SUBORDINATED DEBT

5.1      UNDERTAKINGS BY THE SHAREHOLDERS AND SPONSORS

         Until the Discharge Date, except:

         (a)      as the Majority Banks have previously consented in writing; or

         (b)      in the case of paragraph (i) below only, to the extent that
                  the amount concerned is permitted to be paid pursuant to
                  Clause 6.1 (Permitted payments),

         no Sponsor or Shareholder shall:

                  (i)      demand or receive payment, prepayment or repayment
                           of, or any distribution in respect of or on account
                           of, any Subordinated Debt in cash or in kind or apply
                           any money or property in discharge of any
                           Subordinated Debt and acknowledges that, until the
                           Discharge Date, no such Subordinated Debt is or shall
                           become due and payable;

                  (ii)     sell, transfer or otherwise dispose of any
                           Subordinated Debt other than in accordance with
                           Clause 18.2 (Assignments and transfers by the
                           Sponsors and Shareholders);

                  (iii)    discharge or seek to discharge any Subordinated Debt
                           by set-off or any right of combination of accounts;

                                      -22-
<PAGE>

                  (iv)     claim or rank as a creditor in the insolvency,
                           winding up, bankruptcy or liquidation of the Borrower
                           other than in accordance with the provisions of
                           Clause 7 (Subordination on insolvency);

                  (v)      permit to subsist or receive any Security or any
                           guarantee or other assurance against financial loss
                           for, or in respect of, any Subordinated Debt;

                  (vi)     amend, vary, waive or release any Subordinated Debt
                           or the Subordinated Debt Documents; or

                  (vii)    take or omit any action whereby the ranking and/or
                           subordination arrangements provided for herein may be
                           impaired and if any such action is taken or omitted
                           to be taken then the Sponsors shall remedy the same
                           within ten (10) days.

5.2      UNDERTAKINGS BY THE BORROWER

         Until the Discharge Date, except:

         (a)      as permitted by Majority Banks; or

         (b)      in the case of paragraphs (i) and (ii) below, to the extent
                  that the amount concerned is permitted to be paid by Clause
                  6.1 (Permitted payments),

                  the Borrower shall not:

                  (i)      pay, prepay or repay, or make any distribution in
                           respect of or on account of, or purchase or acquire,
                           any Subordinated Debt in cash or in kind and
                           acknowledges that, until the Discharge Date, no such
                           Subordinated Debt is or shall become due and payable;

                  (ii)     give or permit to subsist any financial or other
                           support (including, without limitation, the taking of
                           any participation, the giving of any guarantee or
                           indemnity or the making of any deposit) to any person
                           in connection with any Subordinated Debt or to enable
                           any person to do any of the things referred to in
                           paragraph (i) above;

                  (iii)    discharge any Subordinated Debt by set-off or any
                           right of combination of accounts;

                  (iv)     create or permit to subsist any Security over any of
                           its assets for any Subordinated Debt;

                  (v)      amend, vary, waive, release or supplement any term of
                           any Subordinated Debt Document; or

                                      -23-
<PAGE>

                  (vi)     take or omit any action whereby the ranking and/or
                           subordination arrangements provided for herein may be
                           impaired and if any such action is taken or omitted
                           to be taken then the Sponsors shall remedy the same
                           within ten (10) days.

6.       PERMITTED PAYMENTS

6.1      PERMITTED PAYMENTS

         Subject to Clause 6.2 (Suspension of permitted payments) and Clause 6.3
         (Turnover), the Borrower may pay or repay in cash, and any Sponsor or
         Shareholder may receive and retain payment or repayment in cash of,
         principal and/or interest on the Subordinated Debt where (but only to
         the extent (if at all) that) such payment or repayment is expressly
         permitted, subject to the terms of this Agreement, by the Facility
         Agreement.

6.2      SUSPENSION OF PERMITTED PAYMENTS

         Subject to Clause 7 (Subordination on Insolvency) and without prejudice
         to any prohibition on payment arising out of any other provision of the
         Finance Documents, until the Discharge Date, except as previously
         consented to by the Majority Banks in writing, the Borrower may not
         make any payment which would be prohibited by Clause 5.1 (Undertakings
         by the Shareholders and Sponsors) and/or 5.2 (Undertakings by the
         Borrower) but for the provisions of Clause 6.1 (Permitted Payments) if
         and so long as there is either a Potential Event of Default, an Event
         of Default or any default under any material provision of a Hedging
         Agreement.

6.3      TURNOVER

         If at any time prior to the Discharge Date:

         (a)      any Sponsor or Shareholder receives or recovers a payment or
                  distribution in cash or in kind of, or on account of, any of
                  the Subordinated Debt or the Borrower makes any payment or
                  distribution in cash or in kind on account of the purchase or
                  other acquisition of any of the Subordinated Debt which (in
                  any case) is prohibited by Clause 5.1 (Undertakings by the
                  Shareholders and Sponsors) and/or Clause 5.2 (Undertakings by
                  the Borrower) and not permitted by Clause 6.1 (Permitted
                  payments);

         (b)      any of the Subordinated Debt is discharged by set-off,
                  combination of accounts or otherwise; or

         (c)      a Shareholder or Sponsor receives any other amount in respect
                  of monies which have been paid or which have become payable by
                  a Shareholder or a Sponsor under this Agreement,

         the receiving Sponsor or Shareholder will forthwith pay to the Off
         Shore Facility Agent for application towards the Borrower's Obligations
         and shall hold the same on trust for such Agent pending such payment an
         amount equal to the lesser of:

                                      -24-
<PAGE>

                           (1)      the outstanding aggregate unrecovered
                                    balance of the Borrower's Obligations; and

                           (2)      the amount of such payment, distribution,
                                    benefits of the set-off or combination or
                                    other recovery.

7.       SUBORDINATION ON INSOLVENCY

7.1      INSOLVENCY EVENTS

         If:

         (a)      any resolution is passed or order made for the winding up,
                  liquidation, dissolution, administration, reorganisation or
                  moratorium of the Borrower;

         (b)      the Borrower becomes subject to any insolvency, bankruptcy,
                  reorganisation, receivership (whether relating to all or part
                  of its assets and whether or not resulting from the
                  enforcement of any of the Security Documents), liquidation,
                  dissolution or moratorium or other similar proceeding,
                  voluntary or involuntary (and whether or not involving
                  insolvency);

         (c)      the Borrower assigns its assets for the benefit of its
                  creditors or enters into any arrangement with its creditors
                  generally or any arrangement whereby its affairs and/or assets
                  are submitted to the control of or protected from its
                  creditors is ordered or declared;

         (d)      the Borrower becomes subject to any distribution of its
                  assets, or has a liquidator, trustee in bankruptcy, judicial
                  custodian, compulsory manager, receiver, administrative
                  receiver, administrator or the like appointed with respect to
                  any of its assets (whether or not resulting from the
                  enforcement of any of the Security Documents); or

         (e)      anything analogous to any of the foregoing shall occur in
                  relation to the Borrower in any country or territory in which
                  it is incorporated or carries on any business,

         (together the "INSOLVENCY EVENTS") the provisions of Clauses 7.2
         (Subordination), 7.3 (Filing of claims), 7.4 (Distributions) and 9
         (Voting) shall apply.

7.2      SUBORDINATION

         In any of the circumstances mentioned in Clause 7.1 (Insolvency events)
         the Subordinated Debt will be subordinate in right of payment to the
         Borrower's Obligations.

                                      -25-
<PAGE>

7.3      FILING OF CLAIMS

         In any of the circumstances mentioned in Clause 7.1 (Insolvency
         events), until the Discharge Date:

         (a)      the Off Shore Facility Agent (or, if not the Off Shore
                  Facility Agent, each Senior Creditor) may, and is irrevocably
                  authorised on behalf of each Sponsor and each Shareholder to:

                  (i)      claim, enforce and prove for any Subordinated Debt
                           owed by the Borrower;

                  (ii)     file claims and proofs, give receipts and take all
                           such proceedings and do all such things as the Off
                           Shore Facility Agent or the Senior Creditors may
                           reasonably consider appropriate to recover such
                           Subordinated Debt; and

                  (iii)    receive all distributions on such Subordinated Debt
                           for application in accordance with the Intercreditor
                           Agreement; and

         (b)      if and to the extent that the Off Shore Facility Agent or a
                  Senior Creditor is not entitled to claim, enforce, prove, file
                  claims or proofs, or take proceedings for the recovery of any
                  Subordinated Debt owed by the Borrower or elects not to do so,
                  the Sponsors and Shareholders will do so in good time as
                  requested by the Off Shore Facility Agent acting in accordance
                  with the instructions of the Majority Banks (acting
                  reasonably).

7.4      DISTRIBUTIONS

         In any of the circumstances mentioned in Clause 7.1 (Insolvency
         events), until the Discharge Date:

         (a)      each Sponsor and each Shareholder, upon demand, shall pay an
                  amount equal to all distributions in cash or in kind received
                  by or by any agent for such Sponsor or Shareholder in respect
                  of the Subordinated Debt in consequence of such circumstances
                  to the Off Shore Facility Agent for application in accordance
                  with the Intercreditor Agreement; and

         (b)      the trustee in bankruptcy, liquidator, assignee or other
                  person distributing the assets of the Borrower or their
                  proceeds shall be directed to pay distributions on the
                  Subordinated Debt concerned direct to the Off Shore Facility
                  Agent on behalf of the Senior Creditors for application in
                  accordance with the Intercreditor Agreement.

         Each Sponsor and each Shareholder will give all such notices and do all
         such things as the Off Shore Facility Agent may reasonably request to
         give effect to the provisions of this Clause 7 (Subordination on
         insolvency).

                                      -26-
<PAGE>

8.       ENFORCEMENT BY THE SPONSORS

         Until the Discharge Date, unless the Majority Banks have previously
         consented in writing, no Sponsor or Shareholder shall:

         (a)      accelerate any of the Subordinated Debt or otherwise declare
                  any of the Subordinated Debt prematurely payable;

         (b)      enforce the Subordinated Debt by litigation, attachment,
                  set-off, execution or otherwise; or

         (c)      petition for (or vote in favour of any resolution for) or
                  initiate or support or take any steps with a view to any
                  insolvency, liquidation, reorganisation, administration or
                  dissolution proceedings or any voluntary arrangement or
                  assignment for the benefit of creditors or any similar
                  proceedings involving the Borrower, whether by petition,
                  convening a meeting, voting for a resolution or otherwise.

9.       VOTING

         In any of the circumstances mentioned in Clause 7.1 (Insolvency
         events), until the Discharge Date:

         (a)      the Off Shore Facility Agent acting on the instructions of the
                  Majority Banks may (and is hereby irrevocably authorised to)
                  exercise all powers of convening meetings, voting and
                  representation in respect of the Subordinated Debt and each
                  Sponsor and each Shareholder will provide all forms of proxy
                  and of representation requested by the Off Shore Facility
                  Agent for that purpose; and

         (b)      if and to the extent that the Off Shore Facility Agent is not
                  entitled to or does not wish itself to exercise a power
                  conferred by paragraph (a) above, each Sponsor and each
                  Shareholder shall:

                  (i)      exercise such power as the Off Shore Facility Agent
                           acting in accordance with the instructions of the
                           Majority Banks directs; and

                  (ii)     not exercise any power so as to impair the
                           subordination effected by this Agreement.

10.      FUNDING OF SPONSOR CONTRIBUTIONS AND NATURE OF OBLIGATIONS

10.1     SPONSOR CONTRIBUTIONS

         All Sponsor Contributions shall be made as Equity Contributions at all
         times after the Second Amendment Agreement Effective Date and prior to
         such date may also be made as Subordinated Loans. Unless otherwise set
         out herein, the proceeds of all Sponsor Contributions shall be credited
         to a Proceeds and Revenue Account. The proceeds of any Sponsor
         Unsecured Loans

                                      -27-
<PAGE>

         shall be paid into the Loan Proceeds Account and applied in accordance
         with the Facility Agreement. Prior to making such Sponsor
         Contributions, each Sponsor shall inform the Off Shore Facility Agent
         in writing as to whether such payment is an Equity Contribution or a
         Subordinated Loan.

10.2     CONTINUING OBLIGATIONS

         The obligations of each Sponsor and Shareholder under this Agreement:

10.2.1   shall be in addition to and independent of every assurance, guarantee
         or security which any Senior Creditor may at any time hold for any of
         the obligations of the Borrower under the Finance Documents and such
         collateral or other security held by such Senior Creditor, the Off
         Shore Security Agent or the On Shore Security Agent or the liability of
         any person for all or any part of the Borrower's Obligations shall not
         be in any manner prejudiced or affected by this Agreement;

10.2.2   shall remain in full force and effect as a continuing security until
         the indefeasible payment in full of all amounts payable under the
         Finance Documents;

10.2.3   shall inure to the benefit of, and be enforced by, the Off Shore
         Security Agent and its successors, transferees and assigns;

10.2.4   shall be binding on each Sponsor and its successors and assigns; and

10.2.5   shall survive termination of any Transaction Document until the
         Discharge Date.

10.3     NO DEMAND

         Except as provided herein to the contrary the Sponsors' and
         Shareholders' Obligations are not subject to any prior notice to,
         demand upon or action against the Borrower or to any prior notice to
         the Sponsors and/or Shareholders with regard to any default by the
         Borrower.

10.4     PAYMENTS

10.4.1   All payments which the Sponsors and/or Shareholders are required to
         make under this Agreement shall be without any set-off, counterclaim or
         condition.

10.4.2   A certificate of any Senior Creditor or the Off Shore Security Agent
         stating:

         (a)      the amount of the Borrower's Obligations due and payable;

         (b)      any amount due and payable by the Sponsors and/or Shareholders
                  under this Agreement; or

         (c)      the amount of the Borrower's Obligations, whether currently
                  due and payable or not,

         shall be conclusive in the absence of manifest error.

                                      -28-
<PAGE>

10.4.3   If for any reason, a trust in favour of, or a holding of property for,
         the Senior Creditors by a Shareholder or Sponsor under or pursuant to
         this Agreement is invalid or unenforceable, the Shareholder or Sponsor
         in question will, on the Off Shore Security Agent's demand, pay and
         deliver to the Off Shore Security Agent an amount equal to the payment,
         receipt or recovery in cash (or its value, if in kind) which it would
         otherwise have been bound to hold on trust for, or as property of, the
         Senior Creditors.

10.5     APPROPRIATION

10.5.1   Subject to the terms of the Finance Documents, each Senior Creditor may
         apply any amounts received by it hereunder in such manner as it
         determines in its absolute discretion.

10.5.2   If the Sponsors and/or Shareholders at any time pay to any Senior
         Creditor (or the Off Shore Security Agent) an amount less than the full
         amount then due and payable to such Senior Creditor by the Borrower
         under the relevant Finance Document, such Senior Creditor may allocate
         and apply such payment in any way or manner and for such purpose or
         purposes as such Senior Creditor or the Off Shore Security Agent in its
         sole discretion determines, notwithstanding any instruction that the
         Sponsors and/or Shareholders might give to the contrary.

10.5.3   Without prejudice to any part of this Clause 10.5, until the Discharge
         Date, each Senior Creditor (or any trustee, agent or other person
         acting on its behalf) may:

         (a)      refrain from applying or enforcing any other monies, security
                  or rights held or received by such Senior Creditor (or such
                  trustee, agent or other person) in respect of the Borrower's
                  Obligations, or apply and enforce the same in such manner and
                  order as it sees fit (whether against the Borrower's
                  Obligations or otherwise) and the Sponsors and/or Shareholders
                  shall not be entitled to the benefit of the same; and

         (b)      hold and keep for such time as it thinks prudent any monies
                  received, recovered or realised under this Agreement, to the
                  credit either of the Sponsors and/or Shareholders or such
                  other person or persons as it thinks fit or in a suspense
                  account for distribution in accordance with the Finance
                  Documents.

10.6     SURVIVAL OF OBLIGATIONS AND WAIVER OF DEFENCES

         Except as expressly provided herein, the Sponsors' and Shareholders'
         Obligations are irrevocable and unconditional irrespective of, and
         shall not be discharged, affected or impaired by any act, omission,
         circumstance (other than the occurrence of the Discharge Date), matter
         or thing which, but for this provision, would reduce, release or
         prejudice any of its obligations under this Agreement or which might
         otherwise constitute discharge or defence of a surety or a guarantor,
         including (whether or not known to the Borrower, Sponsors, Shareholders
         or any Senior Creditor):

10.6.1   the legality, validity or enforceability of the Borrower's Obligations,
         the Finance Documents or of any security under the Finance Documents,
         or any other document or security;

                                      -29-
<PAGE>

10.6.2   the waiver of or consent by any of the Senior Creditors of any
         provision contained in this Agreement or the other Finance Documents;

10.6.3   the obtaining by any of the Senior Creditors of any judgement against
         the Borrower or any action to enforce such judgement or any other
         circumstance which might constitute a discharge or defence of the
         Sponsors and/or Shareholders;

10.6.4   the avoidability or unenforceability of this Agreement as regards any
         other Sponsor or Shareholder;

10.6.5   any assertion of, or failure to assert, or delay in asserting, any
         right, power or remedy against the Borrower or any other person, or in
         respect of any security for the Borrower's Obligations;

10.6.6   any amendment, variation, change, acceleration, renewal, modification,
         waiver, surrender, compromise, settlement, release, termination or
         replacement of the provisions of any Finance Document or of any other
         agreement or security between any Senior Creditor and the Borrower or
         between any Senior Creditor and any other party in relation to the
         Borrower's Obligations;

10.6.7   any extension of time, forbearance or concession given to the Borrower
         or any other party, or any increase, decrease, change in the manner,
         time or place of payment or calculation or other alteration of the
         Borrower's Obligations or any part thereof;

10.6.8   any taking, holding, reviewing, exchanging, varying, releasing, waiving
         or omitting to take, perfect or enforce any rights, remedies or
         securities against or granted by the Borrower or any other person or
         any non-presentment or non-observance of any formality or other
         requirement in respect of any instruments or any failure to realise the
         full value of any security;

10.6.9   any failure of the Borrower, the Sponsors or the Shareholders to comply
         with any requirement of any law, regulation or order;

10.6.10  the dissolution, liquidation, winding-up, amalgamation, merger,
         reorganisation or other alteration of the legal status or structure of
         the Borrower, any of the Sponsors or Shareholders or any other person
         the filing of any petition for the foregoing or the making of an
         assignment for the benefit of creditors or the appointment of a
         receiver or trustee to all or any significant part of the Borrower's, a
         Sponsor's or a Shareholder's assets;

10.6.11  any purported or actual assignment of all or part of the Borrower's
         Obligations by any Senior Creditor to any other party;

10.6.12  any sale, exchange, release, surrender, realization upon any property
         by whomsoever at any time pledged or mortgaged to secure, or howsoever
         securing, all or any of the Borrower's Obligations, and/or any offset
         thereagainst, or failure to perfect, or continue the perfection of, any
         Security in any such property, or delay in the perfection of any such
         Security, or any amendment or waiver of or consent to departure from
         any other guaranty for all or any of the Borrower's Obligations;

                                      -30-
<PAGE>

10.6.13  any exercise or failure to exercise any rights against the Borrower or
         others (including the Sponsors and the Shareholders);

10.6.14  any settlement or compromise of any of the Borrower's Obligations, any
         security therefor or any liability (including any of those hereunder)
         incurred directly or indirectly in respect thereof or hereof, and any
         subordination of the payment of all or any part thereof to the payment
         of any of the Borrower's Obligations (whether due or not) of the
         Borrower to creditors of the Borrower other than the Sponsors and the
         Shareholders;

10.6.15  any manner of application of collateral, or proceeds thereof, to all or
         any of the Borrower's Obligations, or any manner of sale or other
         disposition of any collateral for all or any of the Borrower's
         Obligations or any other assets of the Borrower or any of its
         subsidiaries; or

10.6.16  any other circumstance howsoever caused or arising and whether or not
         similar to any of the foregoing (other than payment in full of the
         Borrower's Obligations by the Borrower or the Sponsors in accordance
         with the relevant Finance Documents or this Agreement, as the case may
         be) which might otherwise constitute a discharge or defence of a surety
         or a guarantor in whole or in part.

10.7     RIGHTS OF THE SENIOR CREDITORS

         The Senior Creditors may in accordance with the terms of the relevant
         Finance Document:

10.7.1   change, alter, renew, continue, extend and/or accelerate the time of
         payment of, all or any amounts outstanding under the relevant Finance
         Documents, or any part or parts thereof or renewal or renewals thereof;

10.7.2   amend, waive or replace any part of any Finance Document; and

10.7.3   settle or compromise any or all of the indebtedness owed by the
         Borrower under the Finance Documents or subordinate the payment of such
         indebtedness or any part thereof to the payment of any other debts or
         claims which may at any time be due or owing by the Borrower to the
         Senior Creditors;

         all in such manner and upon such terms as the Senior Creditors may see
         fit or be directed in writing and without notice to or consent from any
         of the Sponsors and/or Shareholders, who hereby agree to be and remain
         bound by this Agreement, irrespective of the effect upon the existence
         or status of the Borrower's Obligations.

                                      -31-
<PAGE>

10.8     REINSTATEMENT

         If any payment by the Borrower, a Shareholder or a Sponsor or any
         discharge given by a Senior Creditor (whether in respect of the
         obligations of the Borrower, a Shareholder or a Sponsor or any security
         for any of those obligations or otherwise) is avoided or reduced as a
         result of insolvency or any similar event:

         (a)      the liability of the Borrower, that Shareholder or Sponsor
                  shall continue as if the payment, discharge, avoidance or
                  reduction had not occurred; and

         (b)      each Senior Creditor shall be entitled to recover the value or
                  amount of that security or payment from the Borrower, that
                  Shareholder or Sponsor, as the case may be, as if the payment,
                  discharge, avoidance or reduction had not occurred.

11.      NO SUBROGATION

11.1     If any amounts have become payable or have been paid by a Shareholder
         or a Sponsor under this Agreement or if the Borrower's Obligations are
         wholly or partially paid out of any proceeds received in respect of or
         on account of any Subordinated Debt owing to any Sponsor or
         Shareholder, no Sponsor or Shareholder shall, in respect of such
         monies, seek to enforce repayment, obtain the benefit of any security
         or exercise any other rights or legal remedies of any kind (including,
         without limitation, voting or exercising remedies as a lender) which
         may accrue to the Sponsor or Shareholder against the Borrower by virtue
         of this Agreement, whether by way of subrogation, offset, counterclaim
         or otherwise, in respect of the amount so payable or so paid, except
         after satisfaction in full of all of the Borrower's Obligations and the
         expiration of any and all applicable preference periods during which
         the payments credited to the satisfaction of the Borrower's Obligations
         may be required to be returned to the payor thereof or such person's
         trustee, receiver or other representative.

11.2     The subordination provisions in this Agreement constitute a continuing
         subordination and benefit to the ultimate balance of the Borrower's
         Obligations regardless of any partial payment or discharge of the
         Borrower's Obligations or Subordinated Debt.

12.      WAIVER

12.1     The Sponsors and Shareholders waive:

12.1.1   notice of any rescheduling of the Borrower's Obligations and of any
         change in the rate at which any of the Borrower's Obligations are
         accruing interest or fees;

12.1.2   promptness, diligence, nature of acceptance or any other notice with
         respect to this Agreement;

12.1.3   diligence, presentment and demand for payment of any of the Borrower's
         Obligations;

12.1.4   protest, notice of protest, notice of dishonour and notice of
         non-payment or default to the Shareholders and/or Sponsors or to any
         other person with respect to the Borrower's Obligations;

                                      -32-
<PAGE>

12.1.5   filings of claims or proof of claims with a court in the event of any
         bankruptcy or insolvency proceedings as to which the Borrower is
         subject;

12.1.6   any right to require a proceeding or judgement first against the
         Borrower or any other persons or to require any Senior Creditor, the On
         Shore Security Agent or the Off Shore Security Agent to proceed against
         or enforce any other rights or security or claim payment from any
         person before claiming from the Sponsors or Shareholders under this
         Agreement;

12.1.7   any defences available to a surety under law; and

12.1.8   all other legally waivable notices, defences and benefits (other than
         payment in full of the Borrower's Obligations by the Borrower or the
         Sponsors in accordance with the relevant Finance Documents or this
         Agreement, as the case may be) to which the Sponsors or Shareholders
         might otherwise be entitled.

13.      CONSENTS

13.1     NEW TRANSACTIONS

         No Sponsor or Shareholder shall have any remedy against the Borrower or
         any of the Senior Creditors by reason of any transaction entered into
         between the Senior Creditors (or any of them) or the Agents or the
         Security Agents on their behalf and the Borrower relating to the
         Borrower's Obligations or otherwise which violates or is a default
         under any Subordinated Debt Document. No Sponsor or Shareholder may
         object to any such transaction by reason of any provisions of any
         Subordinated Debt Document.

13.2     OVERRIDE

         Any waiver or consent granted by an Agent, Security Agent or the
         Majority Banks under the Finance Documents will also be deemed to have
         been given by each Sponsor and Shareholder (each in its capacity as
         such) if and to the extent that any transaction or circumstances would,
         in the absence of such waiver or consent by any Sponsor or Shareholder,
         violate the terms of any Subordinated Loan or the terms of any
         Subordinated Debt Document or constitute a default thereunder.

14.      CONFLICT

         Notwithstanding any other provision of any other Transaction Document,
         the Shareholders and Sponsors agree that the terms of this Agreement
         shall, without prejudice to the rights of the Senior Creditors under
         this or any other Transaction Document, prevail over the rights of the
         Shareholders and Sponsors under any other Transaction Document
         (excluding the Shareholders Pledge Agreement, the provisions of which
         shall prevail in case of any conflicts between the Shareholders Pledge
         Agreement and this Agreement).

                                      -33-
<PAGE>

15.      PRESERVATION OF SUBORDINATED DEBT

         Notwithstanding any term of this Agreement postponing, subordinating or
         preventing the payment of any of the Subordinated Debt, the
         Subordinated Debt concerned shall solely as between the Borrower and
         the Sponsor be treated as remaining due in accordance with the terms of
         the relevant Subordinated Debt Document for the purpose of accruing
         interest thereon (if applicable) pursuant to the relevant Subordinated
         Debt Document. No delay in exercising rights and remedies under any
         relevant Subordinated Debt Document by reason of any term of this
         Agreement postponing, restricting or preventing such exercise shall
         operate as a waiver of any of those rights and remedies.

16.      TAXES

16.1     PAYMENT AND GROSS UP

         All payments by a Sponsor or Shareholder under this Agreement shall be
         made without any deduction or withholding on account of any taxes
         unless that Sponsor or Shareholder is required by law to make such
         deduction or withholding, in which case the Sponsor or Shareholder
         shall:

16.1.1   ensure that the deduction or withholding does not exceed the minimum
         amount legally required; and

16.1.2   forthwith pay such additional amounts so as to ensure that the amount
         received by the recipient will equal the full amount which would have
         been made.

16.2     RECEIPTS

         If Clause 16.1 (Payment and gross up) applies and the relevant
         recipient so requires, the Sponsor or Shareholder shall deliver to such
         recipient official tax receipts evidencing payment (or certified copies
         of thereof) within thirty (30) days of the date of payment or receipt
         of such tax receipts (whichever is later).

16.3     STAMP DUTIES ETC

         The Sponsors shall pay all stamp, recording or similar taxes payable in
         respect of the execution, delivery and enforcement of this Agreement
         promptly when due.

16.4     TAX INDEMNITY

         If any Senior Creditor is obliged to make any payment on account of
         taxes referred to in Clause 16.1 (Payment and gross up) or if any other
         additional tax burdens occur in connection with this Agreement the
         Sponsors on a joint and several basis shall indemnify such Senior
         Creditor from any payment on account of such taxes.

17.      INDEMNITIES

17.1     CURRENCY INDEMNITY

         If any sum due from a Sponsor or a Shareholder under this Agreement or
         under any order or judgement given or made in relation hereto has to be
         converted from the currency (the "FIRST

                                      -34-
<PAGE>

         CURRENCY") in which the same is payable under this Agreement or under
         such order or judgement into another currency (the "SECOND CURRENCY")
         for the purpose of:

17.1.1   making or filing a claim or proof against such Sponsor or Shareholder;
         or

17.1.2   obtaining an order of judgement given or made in relation hereto,

         the Sponsor or Shareholder shall on demand of the Off Shore Facility
         Agent pay to the Off Shore Facility Agent (or such person as the Off
         Shore Facility Agent may nominate) for account of each of the persons
         to whom such sum is owed an amount sufficient to indemnify such person
         from and against any loss suffered as a result of any discrepancy
         between:

         (a)      the rate of exchange used for such purpose to convert the sum
                  in question from the first currency into the second currency;
                  and

         (b)      the rate of exchange at which such person may in the ordinary
                  course of business purchase the first currency with the second
                  currency upon receipt of a sum paid to it in satisfaction, in
                  whole or in part, of any such order, judgement, claim or
                  proof.

         The obligations of each Sponsor and Shareholder under this Clause 17.1
         are separate from its other obligations under this Agreement and shall
         survive the giving or making of any judgement or order in relation to
         all or any of such other obligations.

17.2     PRESERVATION AND ENFORCEMENT RIGHTS

         The Sponsors and Shareholders shall from time to time on demand of the
         Off Shore Facility Agent reimburse the Senior Creditors for all
         reasonable out of pocket costs and expenses (including legal fees) on a
         full indemnity basis together with any VAT thereon incurred by them in
         connection with the preservation and/or enforcement of any of the
         rights of the Senior Creditors under this Agreement.

18.      SUCCESSORS, ASSIGNMENTS AND TRANSFERS

18.1     SUCCESSORS AND ASSIGNS

         This Agreement binds and benefits the respective successors and assigns
         of its parties.

18.2     ASSIGNMENTS AND TRANSFERS BY THE SPONSORS AND SHAREHOLDERS

         The Sponsors and Shareholders shall not without prior written approval
         by the Majority Banks assign or transfer all or any of their rights,
         benefits and obligations under this Agreement other than in accordance
         with the terms hereof.

18.3     ASSIGNMENTS AND TRANSFERS BY THE SENIOR CREDITORS

         Each of the Senior Creditors may at any time assign all its rights and
         benefits under this Agreement or transfer its rights and obligations
         under this Agreement in whole or in part to any other bank or financial
         institution in accordance with the Facility Agreement.

                                      -35-
<PAGE>

19.      POWER OF ATTORNEY

19.1     By way of security for the obligations of each Sponsor and Shareholder
         under this Agreement, each Sponsor and Shareholder irrevocably appoints
         each Senior Creditor as its attorney to do anything which that Sponsor
         or Shareholder (a) has authorised that Senior Creditor to do under this
         Agreement and (b) is required and legally able to do by this Agreement
         but has failed to do for a period of ten (10) Business Days after
         receiving notice from the Senior Creditor requiring it to do so. Each
         Senior Creditor may delegate this power.

19.2     Each Sponsor and Shareholder further agrees to execute or procure the
         execution of and deliver to the Off Shore Security Agent such other
         powers of attorney, assignments or other instruments as may be
         requested by the Off Shore Security Agent in order to enable it to
         enforce any and all claims of the Secured Creditors upon or with
         respect to the Subordinated Debt or any part thereof and to collect and
         receive any and all payments or distributions which may be payable or
         deliverable to the Off Shore Security Agent at any time upon or with
         respect to the Subordinated Debt or any part thereof.

20.      REMEDIES AND WAIVERS, CUMULATIVE RIGHTS, PARTIAL INVALIDITY

20.1     REMEDIES AND WAIVER

         No failure to exercise, nor any delay in exercising, on the part of the
         Senior Creditors, any right or remedy under any Transaction Document
         shall operate as a waiver thereof, nor shall any single or partial
         exercise of any right or remedy prevent any further or other exercise
         thereof or the exercise of any other right or remedy.

20.2     OBLIGATIONS

         Notwithstanding anything to the contrary in this Agreement, in no event
         shall the obligations of the Sponsors and Shareholders under other
         Transaction Documents be deemed to limit the obligations of the
         Sponsors and Shareholders under this Agreement.

20.3     CUMULATIVE RIGHTS

         The rights and remedies provided in this Agreement are cumulative and
         not exclusive of any other rights and remedies provided in the Finance
         Documents or by law.

20.4     PARTIAL INVALIDITY

         Should any provision of this Agreement be invalid or unenforceable, in
         whole or in part, or should any provision later become invalid or
         unenforceable, this shall not affect the validity of the remaining
         provisions of this Agreement. In lieu of the invalid or unenforceable
         provision another reasonable provision shall apply, which as far as
         legally possible comes as close as possible to the intention of the
         contracting parties, or to what would have been their intention, in
         correspondence with the spirit and the purpose of this Agreement, had
         the Parties upon entering into this Agreement taken into consideration
         the invalidity or unenforceability of the respective provision.

                                      -36-
<PAGE>

21.      RIGHTS OF THE BORROWER

         (a)      The Borrower shall not have any rights hereunder and none of
                  the undertakings herein contained on the part of the Senior
                  Creditors or the Sponsors are given (or shall be deemed to
                  have been given) to, or for the benefit of, the Borrower.

         (b)      The Borrower joins in this Agreement for the purpose of
                  acknowledging the priorities, rights and obligations recorded
                  in this Agreement and undertakes with each of the other
                  parties hereto to observe the provisions of this Agreement at
                  all times and not in any way to prejudice or affect the
                  enforcement of such provisions or do or suffer anything which
                  would be inconsistent with the terms of this Agreement.

22.      OTHER INFORMATION

         The Borrower authorises the Sponsors and Shareholders, and the Sponsors
         and the Shareholders authorise each of the Agents, the Security Agents
         and the Senior Creditors to disclose to and amongst themselves all
         information relating to the Borrower and all other information coming
         into the possession of any of them in connection with any of the
         Finance Documents and the Subordinated Debt Documents.

23.      UMTS REBATE

         Notwithstanding any provision of this Agreement, if, in accordance with
         Clause 24.33(b)(iv) (UMTS and other licences) of the Facility
         Agreement, the UMTS Subsidiary sells its UMTS license on a commercial
         arm's length terms basis then, unless an Event of Default has occurred
         and is continuing, the Borrower shall be entitled to remit to the
         Shareholders the proceeds of sale thereof.

24.      OVERSEAS RANKING

         All of the parties hereto undertake to take all action which can
         reasonably be taken by them in order that the intentions of the parties
         (solely as expressed in this Agreement) as to the relative ranking of
         priorities as between the Borrower's Obligations and the Subordinated
         Debt shall be given effect to in all relevant jurisdictions.

25.      NOTICES

25.1     COMMUNICATIONS IN WRITING

         Any communication, demand or notice to be made under or in connection
         with this Agreement shall be made in writing and, unless otherwise
         stated, may be made by fax or letter.

25.2     ADDRESSES

         The address and fax number (and the department or officer, if any, for
         whose attention the communication is to be made) of each Party for any
         communication or document to be made or delivered under or in
         connection with this Agreement is:

                                      -37-
<PAGE>

         (a)      in the case of the Borrower:

                  WESTERN WIRELESS INTERNATIONAL D.O.O.

                  Address:      Brnciceva ulica 49
                                1231 Ljubljana
                                Slovenia

                  Telephone:    +386 1 5801 200
                  Fax:          +386 1 5801 109
                  Attention of: Steven Fast
                  Copy to:      Western Wireless International Corporation

         (b)      in the case of the Borrower's process agent:

                  CORPORATION SERVICE COMPANY

                  Address:      1177 Avenue of the Americas
                                17th Floor
                                New York, NY 10036-2721
                                USA

                  Telephone:    +1 212 299 9100
                  Fax:          +1 212 299 9102

         (c)      in the case of the Off Shore Facility Agent and the Banks:

                  IKB DEUTSCHE INDUSTRIEBANK AG

                  Address:      Wilhelm-Botzkes-Stra(ss)e 1
                                40474 Dusseldorf
                                Germany

                  Telephone:    +49 211 8221 4887 or +49 211 8221 4193
                  Fax:          +49 211 8221 2887 or +49 211 8221 2193
                  Attention of: Martina Messing or Dr. Peer Gunzel, Structured
                                Finance Department

                                      -38-
<PAGE>

         (d)      in the case of the Sponsors and the Shareholders:

                  WESTERN WIRELESS INTERNATIONAL CORPORATION

                  Address:      3650 131st Avenue, S.E, Suite 400
                                Bellevue, Washington 98006
                                USA

                  Telephone:    +1 425 586 8700
                  Fax:          +1 425 586 8777
                  Attention of: Scott Alderman

         or any substitute address, fax number or department or officer as the
         relevant party may notify to the Off Shore Facility Agent (or the Off
         Shore Facility Agent may notify to the other Parties, if a change is
         made by the Off Shore Facility Agent) by not less than five (5)
         Business Days' notice.

25.3     DELIVERY

         (a)      Any communication or document made or delivered by one person
                  to another under or in connection with this Agreement will
                  only be effective:

                  (i)      if by way of fax, when received in legible form; or

                  (ii)     if by way of letter, when it has been left at the
                           relevant address or three (3) Business Days after
                           being deposited with a reputable overnight courier
                           service,

                  and if a particular department or officer is specified as part
                  of its address details provided under Clause 25.2 (Addresses),
                  if addressed to that department or officer.

         (b)      Any communication or document to be made or delivered to the
                  Off Shore Facility Agent will be effective only when actually
                  received by the Off Shore Facility Agent and then only if it
                  is expressly marked for the attention of the department or
                  officer identified with the Off Shore Facility Agent's
                  signature below (or any substitute department or officer as
                  the Off Shore Facility Agent shall specify for this purpose).

         (c)      All notices from or to the Borrower shall be sent through the
                  Off Shore Facility Agent.

25.4     NOTIFICATION OF ADDRESS AND FAX NUMBER

         Promptly upon receipt of notification of an address or fax number or
         change of address or fax number pursuant to Clause 25.2 (Addresses) or
         changing its own address or fax number, the Off Shore Facility Agent
         shall notify the other Parties.

25.5     ENGLISH LANGUAGE

         Any notice given under or in connection with this Agreement shall be in
         English.

                                      -39-
<PAGE>

26.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
         which taken together constitute one and the same instrument.

27.      AMENDMENTS

         Any amendment of any provision of this Agreement shall be in writing
         and signed by the Borrower, each of the Sponsors and Shareholders, and
         the Off Shore Security Agent (on behalf of the Majority Banks).

28.      GOVERNING LAW

         This Agreement shall be construed in accordance with and governed by
         the law of the State of New York, without reference to principles of
         choice of law thereof (other than sections 5-1401 and 5-1402 of the
         General Obligations Law of the State of New York).

29.      JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL

29.1     Each Shareholder, Sponsor and the Borrower irrevocably and
         unconditionally submits, for itself and its property, to the
         nonexclusive jurisdiction of the Supreme Court of the State of New York
         sitting in New York County and of the United States District Court of
         the Southern District of New York, and any relevant appellate court, in
         any action or proceeding arising out of or relating to any Finance
         Document, or for recognition or enforcement of any judgement, and each
         Party irrevocably and unconditionally agrees that all claims in respect
         of any such action or proceeding may be heard and determined in such
         New York State court or, to the extent permitted by law, in such
         Federal court. Each Party agrees that a final judgement in any such
         action or proceeding shall be conclusive and may be enforced in other
         jurisdictions by suit on the judgement or in any other manner provided
         by law. Nothing in any Finance Document shall affect any right that any
         Senior Creditor may otherwise have to bring any action or proceeding
         relating to any Finance Document against any party thereto or its
         properties in the courts of any jurisdiction.

29.2     Each Shareholder, Sponsor and the Borrower irrevocably and
         unconditionally waives, to the fullest extent it may legally and
         effectively do so, any objection that it may now or hereafter have to
         the laying of venue of any suit, action or proceeding arising out of or
         relating to any Finance Document in any court referred to in Clause
         29.1 (Jurisdiction; consent to service of process; waiver of jury
         trial). Each Party irrevocably waives, to the fullest extent permitted
         by law, the defense of an inconvenient forum to the maintenance of any
         such suit, action or proceeding in any such court.

29.3     EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
         LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
         DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY FINANCE
         DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON
         CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY

                                      -40-
<PAGE>

         HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
         OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
         PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
         FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
         HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
         THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS CLAUSE 29.3.

30.      SERVICE OF PROCESS

30.1     Each Sponsor, Shareholder and the Borrower irrevocably appoints the
         parties (each such party, a "PROCESS AGENT") listed by its name in
         Schedule 4 (Process Agents) as its authorized agent on which any and
         all legal process may be served in any such action, suit or proceeding
         brought in the Supreme Court of the State of New York sitting in New
         York County and of the United States District Court of the Southern
         District of New York, and any relevant appellate court.

30.2     Each Sponsor, Shareholder and the Borrower agrees that service of
         process in respect of it upon its Process Agent, together with written
         notice of such service given to it in the manner provided in Clause 25
         (Notices), shall be deemed to be effective service of process upon it
         in any such action, suit or proceeding. Each Sponsor, Shareholder and
         the Borrower agrees that the failure of its Process Agent to give
         notice to it of any such service shall not impair or affect the
         validity of such service or any judgement rendered in any such action,
         suit or proceeding based thereon. If for any reason a Process Agent
         shall cease to be available to act as such, the relevant Sponsor,
         Shareholder or the Borrower, as the case may be, agrees to irrevocably
         appoint another such agent in New York City, as its authorized agent
         for service of process, on the terms and for the purposes of this
         Clause 30. Nothing herein shall in any way be deemed to limit the
         ability of any Senior Creditor to serve any such legal process in any
         other manner permitted by applicable law or to obtain jurisdiction over
         any Sponsor, Shareholder or the Borrower or bring actions, suits or
         proceedings against such party in such other jurisdiction, and in such
         manner, as may be permitted by applicable law.

31.      WAIVER OF IMMUNITY

         Each Shareholder, Sponsor and the Borrower waives generally any
         immunity it or its assets or revenues may otherwise have in any
         jurisdiction, including immunity in respect of:

31.1.1   the giving of any relief by way of injunction or order for specific
         performance or for the recovery of assets or revenues; and

31.1.2   the issue of any process against its assets or revenues for the
         enforcement of a judgement or, in an action in rem, for the arrest,
         detention or sale of any of its assets and revenues,

                                      -41-
<PAGE>

         and agrees that in any Proceeding in the County of New York this waiver
         shall have the fullest scope permitted by the United States Sovereign
         Immunities Act 1976 and that this waiver is intended to be irrevocable
         for the purposes of such Act.

32.      EXPENSES

32.1     The Sponsors shall on a joint and several basis, pay or reimburse each
         Senior Creditor (to the extent reimbursement has not already been made
         by the Borrower upon receipt of notice thereof) for all out of pocket
         expenses, including fees and expenses of its legal counsel and any
         value added Tax or similar Tax, incurred by the Senior Creditors in
         connection with the performance, enforcement or protection or attempted
         enforcement or protection of its rights under this Agreement.

33.      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Parties and
         replaces and supersedes all prior agreements, memoranda,
         correspondence, communications, negotiations and representations,
         whether oral or written, express or implied, statutory or otherwise
         between the Parties.

                                      -42-
<PAGE>

                                   SCHEDULE 1

                                 PROCESS AGENTS

(A)      The Borrower appoints as its Process Agent for Germany

         FIDEUROP TREUHANDGESELLSCHAFT FUR DEN GEMEINSAMEN MARKT MBH

         Address:      Marie-Curie Stra(ss)e 30
                       60439 Frankfurt am Main, Germany

         Telephone:    +49 69 95 870
         Fax:          +49 69 95 87 2584

         Attention of: Dr. Klaus Zimmerman

(B)      The Borrower appoints as its Process Agent for the United States of
         America

         CORPORATION SERVICE COMPANY

         Address:   1177 Avenue of the Americas
                    17th Floor, New York, N.Y.
                    10036-2721, U.S.A.

         Telephone: +1 212 299 9100
         Fax:       +1 212 299 9102

(C)      The Borrower appoints as its Process Agent for England and Wales

         LAW DEBENTURE CORPORATE SERVICES LIMITED

         Address:   Fifth floor
                    100 Wood Street
                    London, EC2V 7EX
                    England

         Telephone: +44 20 7696 5242
         Fax:       +44 20 7696 5262

                                      -43-
<PAGE>

         SIGNATURE PAGE OF THE SECOND AMENDMENT AND RESTATEMENT OF THE
        SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE

THE BORROWER

WESTERN WIRELESS INTERNATIONAL D.O.O.

By:                             By:

Name:                           Name:
Title:                          Title:

Address:      Brnciceva ulica 49, 1231 Ljubljana, Slovenia
Telephone:    +386 1 5801 200
Fax:          +386 1 5801 011
Attention of: Steven Fast

OFF SHORE SECURITY AGENT AND OFF SHORE FACILITY AGENT

IKB DEUTSCHE INDUSTRIEBANK AG

By:                             By:

Name:                           Name:
Title:                          Title:

Address:      Wilhelm-Botzkes-Stra(ss)e 1, 40474 Dusseldorf, Germany
Telephone:    +49 211 8221 4887 or +49 211 8221 4730
Fax:          +49 211 8221 2887 or +49 211 8221 2730
Attention of: Martina Messing or Dr. Peer Gunzel, Structured Finance Department

<PAGE>

         SIGNATURE PAGE OF THE SECOND AMENDMENT AND RESTATEMENT OF THE
        SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE

THE SPONSORS

WESTERN WIRELESS INTERNATIONAL CORPORATION

By:                             By:

Name:                           Name:
Title:                          Title:

Address:      3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006,
              USA
Telephone:    +1 425 586 8161
Fax:          +1 425 586 8777
Attention of: Scott Alderman

WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION

By:                             By:

Name:                           Name:
Title:                          Title:

Address:      3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006,
              USA
Telephone:    +1 425 586 8161
Fax:          +1 425 586 8777
Attention of: Scott Alderman

<PAGE>

         SIGNATURE PAGE OF THE SECOND AMENDMENT AND RESTATEMENT OF THE
        SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE

WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION

By:                             By:

Name:                           Name:
Title:                          Title:

Address:      3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006,
              USA
Telephone:    +1 425 586 8161
Fax:          +1 425 586 8777
Attention of: Scott Alderman