<PAGE>

                                                                   EXHIBIT 10.39

   [CLIFFORD CHANCE PUNDER LETTERHEAD]                            EXECUTION COPY

                              DATED 28 AUGUST 2003

                      WESTERN WIRELESS INTERNATIONAL D.O.O.

                          IKB DEUTSCHE INDUSTRIEBANK AG

                         KREDITANSTALT FUR WIEDERAUFBAU

              RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H.

                     NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA

                                 HSH NORDBANK AG

                             HYPO ALPE-ADRIA-BANK AG

                            HYPO ALPE-ADRIA-BANK D.D.

         DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH

                                       and

                      AKA AUSFUHRKREDIT-GESELLSCHAFT M.B.H.
                               in the presence of

                   WESTERN WIRELESS INTERNATIONAL CORPORATION

               WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION

             WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION

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

                           SECOND AMENDMENT AGREEMENT

                                 RELATING TO THE

                     FACILITY AGREEMENT DATED 30 APRIL 2002

                        RELATING TO THE FINANCING OF THE

                 VEGA GSM TELECOMMUNICATIONS NETWORK IN SLOVENIA

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

<PAGE>

                                    CONTENTS

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

2.       Amendment of the Original Facility Agreement.................................................     3

3.       Representations..............................................................................     3

4.       Continuity and Further Assurance.............................................................     4

5.       Fees, Costs and Expenses.....................................................................     4

6.       Miscellaneous................................................................................     4

SCHEDULE 1 Conditions Precedent.......................................................................     6

SCHEDULE 2 Conditions.................................................................................     9

SCHEDULE 3 Amendments to Original Facility Agreement..................................................    11
</TABLE>

<PAGE>

THIS AGREEMENT is dated           2003 and made between:

(1)      WESTERN WIRELESS INTERNATIONAL D.O.O., LJUBLJANA as borrower (the
         "BORROWER");

(2)      IKB DEUTSCHE INDUSTRIEBANK AG AND KREDITANSTALT FUR WIEDERAUFBAU, as
         lead arrangers (the "LEAD ARRANGERS");

(3)      RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H. and NOVA
         LJUBLJANSKA BANKA D.D., LJUBLJANA as senior co-arrangers (the "SENIOR
         CO-ARRANGERS");

(4)      HSH NORDBANK AG and HYPO ALPE-ADRIA-BANK AG as co-arrangers (the
         "CO-ARRANGERS");

(5)      IKB DEUTSCHE INDUSTRIEBANK AG, KREDITANSTALT FUR WIEDERAUFBAU,
         RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H., HSH NORDBANK AG
         and HYPO ALPE-ADRIA-BANK AG as original lenders with regard to the Euro
         Facility (the "ORIGINAL EURO FACILITY BANKS");

(6)      IKB DEUTSCHE INDUSTRIEBANK AG, as facility agent with regard to the
         Euro Facility and the SIT Facility (the "OFF SHORE FACILITY AGENT");

(7)      IKB DEUTSCHE INDUSTRIEBANK AG, as security agent with regard to the Off
         Shore Security (the "OFF SHORE SECURITY AGENT");

(8)      NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA as an original lender and
         issuing bank with regard to the SIT Facility and HYPO ALPE-ADRIA-BANK
         D.D. as original lender with regard to the SIT Facility (the "ORIGINAL
         SIT FACILITY BANKS");

(9)      NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA as local facility agent with
         regard to the SIT Facility (the "ON SHORE FACILITY AGENT");

(10)     NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA as security agent with regard to
         the On Shore Security (the "ON SHORE SECURITY AGENT"); and

(11)     DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH and AKA
         AUSFUHRKREDIT-GESELLSCHAFT M.B.H. as lenders in relation to the Euro
         Facility (the "EURO FACILITY BANKS").

in the presence of

(12)     WESTERN WIRELESS INTERNATIONAL CORPORATION, WESTERN WIRELESS
         INTERNATIONAL SLOVENIA CORPORATION, and WESTERN WIRELESS INTERNATIONAL
         SLOVENIA II CORPORATION (together the "SPONSORS").

                                      - 1 -
<PAGE>

WHEREAS

(A)      On 30 April 2002 the Borrower and the Finance Parties have entered into
         a facility agreement (as amended on 28 October 2002) for the financing
         of the construction and operation of a wireless communication network
         in Slovenia.

(B)      The Parties have agreed to make certain amendments to the Finance
         Documents.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

         "AGREEMENT" means this agreement including all of its Schedules.

         "FACILITY AGREEMENT" means the Original Facility Agreement, as amended
         by this Agreement.

         "ORIGINAL SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION
         GUARANTEE" has the meaning set out in the Second Amendment and
         Restatement of the Sponsors' and Shareholders' Undertaking and
         Completion Guarantee.

         "SECOND AMENDMENT AGREEMENT EFFECTIVE DATE" means the date on which the
         Off Shore Facility Agent confirms that the conditions precedent listed
         in Schedule 1 (Conditions Precedent) have been satisfied or waived, in
         a form and substance satisfactory to the Off Shore Facility Agent.

         "SECOND AMENDMENT AGREEMENT CONDITIONS SATISFACTION DATE" means the
         date on which the Off Shore Facility Agent confirms that the conditions
         listed in Schedule 2 (Conditions) have been satisfied or waived, in a
         form and substance satisfactory to the Off Shore Facility Agent.

         "SECOND AMENDMENT AND RESTATEMENT OF THE SPONSORS' AND SHAREHOLDERS'
         UNDERTAKING AND COMPLETION GUARANTEE" means the second amendment and
         restatement of the sponsors' and shareholders' undertaking and
         completion guarantee dated 30 April 2002 as amended and restated on [-]
         2003.

         "ORIGINAL FACILITY AGREEMENT" means the Facility Agreement dated 30
         April 2002 (as amended on 28 October 2002) between the Borrower, the
         Off Shore Facility Agent, and others.

1.2      INCORPORATION OF DEFINED TERMS

         Terms defined in the Facility Agreement shall, unless otherwise defined
         herein, have the same meaning herein and the principles of construction
         set out in the Facility Agreement shall have effect as if set out in
         this Agreement.

                                      - 2 -
<PAGE>

1.3      CLAUSES

         In this Agreement any reference to a "Clause" or "Schedule" is, unless
         the context otherwise requires, a reference to a Clause or Schedule
         hereof. Clause headings are for ease of reference only.

2.       AMENDMENT OF THE ORIGINAL FACILITY AGREEMENT

2.1      With effect from the Second Amendment Agreement Effective Date, the
         Original Facility Agreement shall be amended as set out in Schedule 3
         (Amendments to the Original Facility Agreement).

2.2      Without prejudice to any rights of the Banks under the Finance
         Documents on the date of this Agreement, the Borrower agrees that if
         the Second Amendment Agreement Conditions Satisfaction Date has not
         occurred on or before the date falling 10 (ten) Business Days after the
         date of this Agreement such failure shall constitute an Event of
         Default entitling the Banks to exercise their rights in accordance
         clause 25 (Events of Default) of the Facility Agreement and the other
         terms of the Finance Documents.

2.3      Upon the satisfaction of the conditions set forth in Schedule 2
         (Conditions), the Off Shore Security Agent shall release the security
         interests created by the Sponsors' Cash Collateral Account Pledge
         Agreement and the Sponsors' Cash Collateral Account #2 Pledge Agreement
         and close the Sponsors' Cash Collateral Account and the Sponsors' Cash
         Collateral Account #2.

2.4      By a Waiver Letter dated 7 August 2003 and entered into by the Banks
         and the Borrower, the Banks waived the requirement for the Borrower to
         comply with the Stage 1 covenants as set out in Clauses 22.2(a)(iv),
         22.2(b)(v), 22.2(c)(ii), 22.2(d) and 22.2(e)(ii) (Stage 1 covenants) of
         the Original Facility Agreement.

2.5      With effect from the Second Amendment Agreement Effective Date until
         the date upon which the Asset and Licence Pledge and Leases Contracts
         Assignment Agreement is amended, the provisions of the Facility
         Agreement shall prevail in the event of any conflict between the
         provisions of the Facility Agreement and the provisions of articles 2.2
         (Grant of Pledge, Pledge II, Substitution Pledge and Additional
         Pledge), 10.1 (Assignment of Leases, Substitution Leases and Additional
         Leases), 10.2 (Assignment of Leases, Substitution Leases and Additional
         Leases), 10.3 (Assignment of Leases, Substitution Leases and Additional
         Leases), 11.2 (Consent of the Landlords) and 11.3 (Consent of the
         Landlords) of the Asset and Licence Pledge and Lease Contracts
         Assignment Agreement.

3.       REPRESENTATIONS

3.1      The Borrower expressly repeats the Repeated Representations in the
         Facility Agreement as at the date of signing this Agreement (on the
         assumption that the amendments to the Original Facility Agreement
         contained herein are in effect at such date), upon the Second Amendment
         Agreement Effective Date and the Second Amendment Agreement Conditions
         Satisfaction Date.

                                      - 3 -
<PAGE>

4.       CONTINUITY AND FURTHER ASSURANCE

4.1      CONTINUING OBLIGATIONS

         The provisions of the Original Facility Agreement shall, save as
         amended hereby, continue in full force and effect.

4.2      FURTHER ASSURANCE

         The Borrower shall, at the request of the Off Shore Facility Agent and
         at its own expense, do all such acts and things necessary or desirable
         to give effect to the amendments effected or to be effected pursuant to
         this Agreement.

5.       FEES, COSTS AND EXPENSES

5.1      TRANSACTION EXPENSES

         The Borrower shall, from time to time on demand of the Off Shore
         Facility Agent, reimburse the Senior Creditors for all costs and
         expenses (including legal fees) together with any VAT thereon
         reasonably incurred by it in connection with the negotiation,
         preparation and execution of this Agreement, any other document
         referred to in this Agreement any other Finance Document and the
         completion of the transactions herein contemplated.

5.2      PRESERVATION AND ENFORCEMENT OF RIGHTS

         The Borrower shall, from time to time on demand of the Off Shore
         Facility Agent, reimburse the Senior Creditors for all costs and
         expenses (including legal fees) on a full indemnity basis together with
         any VAT thereon incurred in or in connection with the preservation,
         performance and/or enforcement or protection and/or attempted
         enforcement or protection of any of the rights of the Senior Creditors
         under this Agreement, any other document referred to in this Agreement
         and any other Finance Document.

5.3      STAMP TAXES

         The Borrower shall pay all stamp, registration and other taxes to which
         this Agreement, any other document referred to in this Agreement any
         other Finance Document or any judgment given in connection herewith is
         or at any time may be subject and shall, from time to time on demand of
         the Off Shore Facility Agent, indemnify the Senior Creditors against
         any liabilities, costs, claims and expenses resulting from any failure
         to pay or any delay in paying any such tax.

6.       MISCELLANEOUS

6.1      INCORPORATION OF TERMS

         The provisions of clause 32 (Notices), clause 34 (Partial Invalidity),
         clause 35 (Remedies and Waiver), clause 38 (Governing Law), clause 39
         (Arbitration) and clause 40 (Jurisdiction) of the Original Facility
         Agreement shall be incorporated into this Agreement as if set out in
         full herein and as if references therein to "this Agreement" or the
         Finance Documents are references to this Agreement.

                                      - 4 -
<PAGE>

6.2      COUNTERPARTS

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

6.3      FINANCE DOCUMENT

         This Agreement is intended to be a "Finance Document" within the
         meaning of the Facility Agreement.

                                      - 5 -
<PAGE>

                                   SCHEDULE 1

                              CONDITIONS PRECEDENT

1.       In relation to the Borrower:

         (a)      a confirmation, given by an authorised signatory of the
                  Borrower, certifying that, as at the date hereof, there has
                  been no change to the constitutional documents delivered by
                  the Borrower pursuant to the Original Facility Agreement;

         (b)      a copy, certified as at the date of this Agreement a true and
                  up-to-date copy by an authorised signatory of the Borrower, of
                  a resolution of the board of directors of the Borrower
                  approving the execution, delivery and performance of this
                  Agreement and the terms and conditions hereof and authorising
                  a named person or persons to sign this Agreement and any
                  documents to be delivered by the Borrower pursuant hereto; and

         (c)      a certificate of an authorised signatory of the Borrower
                  setting out the names and signatures of the persons authorised
                  to sign, on behalf of the Borrower, this Agreement and any
                  documents to be delivered by the Borrower pursuant hereto.

2.       In relation to each of the Sponsors:

         (a)      a confirmation, given by an authorised signatory of the
                  Sponsors, certifying that, as at the date hereof, there has
                  been no change to the constitutional documents delivered by
                  the Sponsors pursuant to the Original Sponsors' and
                  Shareholders' Undertaking and Completion Guarantee;

         (b)      a copy, certified as at the date of this Agreement a true and
                  up to date copy by an authorised signatory of the Sponsors, of
                  a resolution of the board of directors of each of the Sponsors
                  approving the execution, delivery and performance of this
                  Agreement and the Second Amendment and Restatement of the
                  Sponsors' and Shareholders' Undertaking and Completion
                  Guarantee and the terms and conditions hereof and thereof and
                  authorising a named person or persons to sign such agreement
                  and any documents to be delivered by the Sponsors pursuant
                  thereto; and

         (c)      a certificate of an authorised signatory of the Sponsors
                  setting out the names and signatures of the persons authorised
                  to sign, on behalf of the Sponsors, this Agreement the Second
                  Amendment and Restatement of the Sponsors' and Shareholders'
                  Undertaking and Completion Guarantee and any documents to be
                  delivered by the Sponsors pursuant thereto.

3.       A copy, certified a true copy by or on behalf of the Borrower, of each
         such law, decree, consent, licence, approval, registration or
         declaration as is, in the opinion of counsel to the Finance Parties,
         necessary to render this Agreement or the Second Amendment and
         Restatement of the Sponsors' and Shareholders' Undertaking and
         Completion Guarantee legal, valid, binding and enforceable, to make
         this Agreement and the Second Amendment and Restatement of the
         Sponsors' and Shareholders' Undertaking and

                                      - 6 -
<PAGE>

         Completion Guarantee admissible in evidence in the Borrower's and any
         Finance Party's jurisdiction of incorporation and to enable the
         Borrower to perform its obligations thereunder.

4.       In respect of each Sponsor, a copy, certified a true copy by or on
         behalf of the respective Sponsor, of each such law, decree, consent,
         licence, approval, registration or declaration as is, in the opinion of
         counsel to the Finance Parties, necessary to render this Agreement or
         the amended and restated Sponsors' and Shareholders Undertaking and
         Completion Guarantee legal, valid, binding and enforceable, to make
         this Agreement and the Second Amendment and Restatement of the
         Sponsors' and Shareholders' Undertaking and Completion Guarantee
         admissible in evidence in the respective Sponsor's jurisdiction of
         incorporation and to enable the respective Sponsor to perform its
         obligations thereunder.

5.       The fees set out in the Second Amendment Agreement Fee Letter addressed
         by the Borrower to the Off Shore Facility Agent, dated on or about the
         date of this Agreement, have been paid to the Finance Parties.

6.       A confirmation from the ECA that the cover provided in the ECA Cover
         Documents will not be prejudiced as a consequence of the amendments
         contemplated by this Agreement and that the ECA Cover Documents remain
         in full force and effect.

7.       A confirmation from the Equipment Vendor, issued to the Off Shore
         Facility Agent and countersigned by the Borrower:

         (a)      that there are no amounts outstanding under the Delivery
                  Contract;

         (b)      of the amount of any refund due to the Borrower in respect of
                  prepayments made under the Delivery Contract, which shall be
                  applied in prepayment of the loans under the Lucent Loan
                  Agreement in full and subsequently, to the extent any such
                  refund is available, applied to pay outstanding amounts under
                  the Delivery Contract; and

         (c)      that the Delivery Contract has been terminated other than as
                  provided in the Termination Agreement dated [-] between the
                  Borrower, Lucent Technologies Inc., Lucent Technologies
                  Slovenia d.o.o. and the Equipment Vendor.

8.       An original, duly executed, copy of each of this Agreement and the
         Second Amendment and Restatement of the Sponsors' and Shareholders'
         Undertaking and Completion Guarantee.

9.       A confirmation from the Borrower that, as at the Second Amendment
         Agreement Effective Date:

         (a)      any invoices issued since 31 December 2002 which have become
                  payable to the Equipment Vendor have been paid by the Borrower
                  using its own funds or those made available to it by way of
                  Equity Contributions by the Sponsors or refund under the
                  Delivery Contract;

                                      - 7 -
<PAGE>

         (b)      all amounts due and payable by the Borrower under the Facility
                  Agreement in respect of interest has been paid in full by the
                  Borrower from its own funds or those made available to it by
                  way of Equity Contributions by the Sponsors; and

         (c)      the Loans outstanding under the Facility Agreement will not
                  exceed Euro 75,317,033.82.(1)

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

(1)      In relation to outstandings under the SIT Facility, the applied
         exchange rate is the applicable exchange rate as at the date of each
         drawdown of the SIT Facility.

                                      - 8 -
<PAGE>

                                   SCHEDULE 2

                                   CONDITIONS

1.       A legal opinion of Selih, Selih, Janezic and Jarcovic, Ljubljana, the
         local legal advisers to the Banks, substantially in the form agreed
         with the Off Shore Facility Agent.

2.       Prepayment by the Borrower of the following amounts utilising funds
         from the deposit, held by the On Shore Facility Agent, Sponsors' Cash
         Collateral Account and the Sponsor's Cash Collateral Account #2 or if
         such amounts are insufficient from funds made available to the Borrower
         by way of Equity Contributions by the Sponsors:

<TABLE>
<CAPTION>
                                              PREPAYMENT I
                                        (SPONSORS' CASH COLLATERAL             PREPAYMENT II
                                        ACCOUNT AND SPONSORS' CASH         (DEPOSIT HELD BY THE ON
      FACILITY                            COLLATERAL ACCOUNT #2)            SHORE FACILITY AGENT)(2)
----------------------------------------------------------------------------------------------------
<S>                                     <C>                                <C>
ECA Facility Tranche 1                       Euro 7,341,887.56                 USD 297,002.97
----------------------------------------------------------------------------------------------------
ECA Facility Tranche 2                             None                             None
----------------------------------------------------------------------------------------------------
ECA Facility Tranche 3                             None                             None
----------------------------------------------------------------------------------------------------
Commercial Facility                          Euro 7,972,934.67                 USD 322,530.85
----------------------------------------------------------------------------------------------------
SIT Facility                                 Euro 2,125,177.77                 USD 686,471.55
----------------------------------------------------------------------------------------------------
TOTAL                                       EURO 17,440,000.00               USD 1,306,005.37
----------------------------------------------------------------------------------------------------
</TABLE>

         Any amounts prepaid in USD shall be converted to the Euro equivalent
         thereof in accordance with Clause 1.2.1(d) (Construction) of the
         Facility Agreement and any amounts to be prepaid in SIT shall be
         converted from Euro to SIT at the rate of exchange quoted by the On
         Shore Facility Agent to the Off Shore Facility Agent on or prior to the
         relevant conversion date.

3.       Repayment by the Borrower in full of all amounts outstanding under the
         Lucent Loan Agreement and confirmation thereof from Lucent Technologies
         Inc.

4.      Payment of all costs and fees, costs and expenses referred to in Clause
        5 and any outstanding fees and expenses payable under the Facility
        Agreement from the Borrower's funds or if the Borrower does not have
        sufficient resources to make such payments from funds made available to
        the Borrower by way of Equity Contributions by the Sponsors.

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

(2)      The amounts of the deposit held by the On Shore Facility Agent includes
         accrued interest up to 23 July 2003. The USD amounts are indicative and
         for reference purposes only.

                                      - 9 -
<PAGE>

5.       A letter of comfort from Western Wireless Corporation substantially in
         the form agreed with the Off Shore Facility Agent.

6.       A legal opinion of Friedman Kaplan Seiler & Adelman LLP, legal advisers
         to the Sponsors, substantially in the form agreed with the Off Shore
         Facility Agent.

7.       Evidence that the DSRA-Required Balance, as of the Second Amendment
         Agreement Conditions Satisfaction Date, is standing to its credit of
         the Debt Service Reserve Account.

8.       Notification of the execution of this Agreement to Banka Slovenije.

9.       Confirmation of the amounts outstanding after prepayment by the Off
         Shore Facility Agent in respect of the Euro Facilities and by the On
         Shore Facility Agent in respect of the SIT Facilities.

10.      Legal opinions of Clifford Chance, legal advisors to the Banks, as to
         matters of German, Luxembourg and New York law, substantially in the
         form agreed with the Off Shore Facility Agent.

                                     - 10 -
<PAGE>

                                   SCHEDULE 3

                    AMENDMENTS TO ORIGINAL FACILITY AGREEMENT

1.       The cover page of the Original Facility Agreement is amended by
         deleting the words "Landesbank Schleswig-Holstein Girozentrale" and
         replacing it with the words "HSH NORDBANK AG".

2.       The cover page of the Original Facility Agreement is amended by
         deleting the words "Raiffeisenlandesbank Oberosterreich reg. Gen.
         m.b.H." and replacing them with the words "RAIFFEISENLANDESBANK
         OBEROSTERREICH REG. GEN. M.B.H."

3.       The cover page of the Original Facility Agreement is amended by adding
         the following parties after the party named "Hypo Alpe-Adria-Bank
         d.d.":

                       "DEG - DEUTSCHE INVESTITIONS - UND
                           ENTWICKLUNGSGESELLCHAFT MBH
                              as Euro Facility Bank

                      AKA AUSFUHRKREDIT-GESELLSCHAFT M.B.H.
                             as Euro Facility Bank"

4.       The cover page of the Original Facility Agreement is amended by
         deleting the title in its entirety and replacing it with the following:

                               "FACILITY AGREEMENT
                 (AS AMENDED ON 28 OCTOBER 2002 AND      2003)
                        RELATING TO THE FINANCING OF THE
                VEGA GSM TELECOMMUNICATIONS NETWORK IN SLOVENIA"

5.       Paragraph (4) in the Parties Clause of the Original Facility Agreement
         is amended by deleting the words "Landesbank Schleswig-Holstein
         Girozentrale" in the first line of such clause and replacing them with
         the words "HSH NORDBANK AG".

6.       Paragraph (5) in the Parties Clause of the Original Facility Agreement
         is amended by deleting the words "Landesbank Schleswig-Holstein
         Girozentrale" in the third line of such clause and replacing them with
         the words "HSH NORDBANK AG".

7.       Paragraph (9) in the Parties Clause of the Original Facility Agreement
         is amended by deleting the words "and" at the end of such clause.

8.       Paragraph (10) in the Parties Clause of the Original Facility Agreement
         is amended by adding the word "and" to the end of such clause.

9.       The Parties Clause of the Original Facility Agreement is amended by
         adding the following parties after Paragraph (10) of such clause:

         "(11)    DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH
                  and AKA

                                     - 11 -
<PAGE>

                  AUSFUHRKREDIT-GESELLSCHAFT M.B.H. as lenders in relation to
                  the Euro Facility (the "EURO FACILITY BANKS")."

10.      Recital C of the Original Facility Agreement is amended by deleting
         such recital in its entirety and replacing it with the following
         recital:

         "(C)     For the financing of the construction and operation of such
                  network the Original Euro Facility Banks agreed to grant two
                  term loan facilities in the amount of Euro 96,443,308.50 and
                  the Original SIT Facility Banks agreed to grant a revolving
                  loan, guarantee and letter of credit facility in the amount of
                  SIT 4,400,000,000 in each case, upon the terms and conditions
                  set out in the Agreement (as amended by the First Amendment
                  Agreement). On the date of the Second Amendment Agreement, the
                  Loans outstanding to the Banks under this Agreement equal, in
                  aggregate, approximately Euro 75,317,033.82* as more
                  particularly set out in Schedule 1 Part III.

                  *        In relation to outstandings under the SIT Facility,
                           the applied exchange rate is the applicable exchange
                           rate as at the date of each drawdown of the SIT
                           Facility."

11.      The Recitals of the Original Facility Agreement are amended by adding
         the following recital after the end of Recital C:

         "(D)     The Borrower and the Banks have further amended the Agreement
                  (pursuant to the Second Amendment Agreement) on the terms and
                  conditions set out herein."

12.      Paragraph (a) of the definition of "Abandonment of the Project" in
         Clause 1.1 (Definitions) of the Original Facility Agreement is amended
         by deleting the words "clause 3.2.2" in the first line of such
         paragraph and replacing them with the words "clause 3.2.4".

13.      The definition of "Availability Period" in Clause 1.1 of the Original
         Facility Agreement is amended by deleting such definition in its
         entirety and replacing it with the following definition:

         ""AVAILABILITY PERIOD" means:

         (a)      in relation to the ECA Facility, the period from the date upon
                  which the conditions precedent in Schedule 6 (Conditions
                  Precedent) have been satisfied up to and including the Second
                  Amendment Agreement Effective Date;

         (b)      in relation to the Commercial Facility, the period from the
                  date upon which the conditions precedent in Schedule 6
                  (Conditions Precedent) have been satisfied up to and including
                  the Second Amendment Agreement Effective Date; and

         (c)      in relation to the SIT Facility, subject to Clause 6.4
                  (Conversion of revolving SIT Facility Loans into term loans),
                  the period from the date upon which the conditions precedent
                  in Schedule 6 (Conditions Precedent) have been satisfied up to
                  and including the Second Amendment Agreement Effective Date."

                                     - 12 -
<PAGE>

14.      The definition of "Available Commitment" in Clause 1.1 (Definitions) of
         the Original Facility Agreement is amended by adding the following
         words after the words "SIT Facility only" in the ninth line of such
         definition:

         "and subject to Clause 6.4 (Conversion of revolving SIT Facility Loans
         into term loans)"

15.      The definition of "Business Plan" in Clause 1.1 (Definitions) of the
         Original Facility Agreement is amended by deleting such definition in
         its entirety and replacing it with the following definition:

         ""BUSINESS PLAN" means, prior to the delivery of the 2002 Revised
         Business Plan, the Initial Business Plan, thereafter but prior to the
         delivery of the first Updated Business Plan, the 2002 Revised Business
         Plan and thereafter, the Vega Status Quo Business Plan as most recently
         updated or amended from time to time."

16.      Clause 1.1 (Definitions) of the Original Facility Agreement is amended
         by including the following definitions after the definition of
         "Confidentiality Undertaking" and before the definition of "Contiguous
         Road Coverage":

         ""CONSOLIDATED ANNUALISED EBITDA" means twice the aggregate
         Consolidated EBITDA in respect of the last two (2) Quarters immediately
         preceding the relevant calculation date.

         "CONSOLIDATED EBITDA" means EBITDA in respect of the Group.

         "CONSOLIDATED FINANCIAL STATEMENTS" means the most recent financial
         statements of the Group.

         "CONSOLIDATED TANGIBLE NET WORTH" means at any time the aggregate of
         the amounts paid up or credited as paid up on the issued share capital
         of Western Wireless International Corporation (other than any
         redeemable shares) and the aggregate amount of the reserves of the
         Group plus:

         (a)      any amounts set out in the most recent Consolidated Financial
                  Statements for any financial year as payable to Western
                  Wireless International Holding Corporation; and

         (b)      any retained earnings,

         but deducting:

                  (i)      any deficit in the retained earnings; and

                  (ii)     any dividend or distribution declared, recommended or
                           made by any member of the Group to the extent payable
                           to a person who is not a member of the Group and such
                           distribution is not provided for in the most recent
                           financial statements,

         and so that no amount shall be included or excluded more than once.

                                     - 13 -
<PAGE>

         Any calculation of Consolidated Tangible Net Worth will ignore a
         negative or positive balance set out under "Accumulated Other
         Comprehensive Loss or Gain" in the Consolidated Financial Statements."

17.      The definition of "ECA" in Clause 1.1 (Definitions) of the Original
         Facility Agreement is amended by adding the word "Euler" after the word
         "means" at the beginning of such definition.

18.      Paragraph (a)(ii) of the definition of "Excess Cash Flow" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by deleting
         the words "(Contingent Equity)" in the first line of such paragraph and
         replacing them with the words "(Additional Funding Obligations)".

19.      The definition of "Fee Letter" in Clause 1.1 (Definitions) of the
         Original Facility Agreement is amended by adding the words "(including
         the Second Amendment Agreement Fee Letter)" after the words " as set
         out therein" in the second line of such definition.

20.      Paragraph (g) of the definition of "Finance Documents" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by deleting
         such paragraph in its entirety and replacing it with the following
         paragraph:

         "(g)     until the Second Amendment Agreement Conditions Satisfaction
                  Date, the Lucent Loan Agreement;"

21.      The definition of "First Facility Agreement" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by deleting
         such definition in its entirety and replacing it with the following
         definition:

         ""FIRST AMENDMENT AGREEMENT" means the first amendment agreement
         relating to this Agreement between the Borrower and the Banks, dated 28
         October 2002."

22.      Clause 1.1 (Definitions) of the Original Facility Agreement is amended
         by adding the following definition after the definition of "Government"
         and before the definition of "GSM":

         ""GROUP" means Western Wireless International Corporation and its
         Subsidiaries."

23.      The definition of "Insurance" in Clause 1.1 (Definitions) of the
         Original Facility Agreement is amended by deleting such definition in
         its entirety and replacing it with the following definition:

         ""INSURANCE" means any of the contracts of insurance which the Borrower
         is required from time to time to procure and maintain pursuant to
         Schedule 11 (Insurance), as the same may be amended, from time to time,
         in accordance with this Agreement."

24.      Paragraph (a) of the definition of "Material Adverse Effect" of the
         Original Facility Agreement is amended by deleting the words "the
         Shareholders" in the second line of such paragraph and replacing them
         with the words "a Sponsor".

                                     - 14 -
<PAGE>

25.      Paragraph (c) of the definition of "Material Contracts" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by deleting
         such paragraph in its entirety and replacing it with the following
         paragraph:

         "(c)     the Delivery Contract (and after the Second Amendment
                  Agreement Effective Date, that contract to the extent that the
                  terms and conditions thereof remain in force after that
                  date);"

26.      Paragraph (i) of the definition of "Material Contracts" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by adding
         the words "for the Network" after the word "infrastructure" in the
         first line of such paragraph.

27.      The definition of "Permitted Accounts" in Clause 1.1 (Definitions) of
         the Original Facility Agreement is amended by adding the words "with
         the Original SIT Facility Banks" after the words "such other accounts"
         in the third line of such definition.

28.      The definition of "Project Status and Progress Report" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by deleting
         the words "Clause 21.1(c)(iii)" of such definition and replacing them
         with the words "Clause 21.1(e)(iv)".

29.      The definition of "Quarter" in Clause 1.1 (Definitions) of the Original
         Facility Agreement is amended by adding the words "or, as the case may
         be, the Group" after the word "Borrower" in the first line of such
         definition.

30.      The definition of "Rollover SIT Facility Loan" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by adding
         the following words after the word "means" in the first line of such
         definition:

         ", subject to Clause 6.4 (Conversion of revolving SIT Facility Loans
         into term loans),"

31.      Clause 1.1 (Definitions) of the Original Facility Agreement is amended
         by adding the following definitions after the definition of "Screen
         Rate" and before the definition of "Security":

         ""SECOND AMENDMENT AGREEMENT" means the second amendment agreement
         relating to the Facility Agreement between the Borrower and the Banks,
         dated [-] 2003.

         "SECOND AMENDMENT AGREEMENT CONDITIONS SATISFACTION DATE" means the
         date upon which Off Shore Facility Agent (acting reasonably) confirms
         that the conditions listed in Schedule 2 of the Second Amendment
         Agreement have been satisfied or waived, in form and substance
         satisfactory to the Off Shore Facility Agent.

         "SECOND AMENDMENT AGREEMENT EFFECTIVE DATE" means the date upon which
         Off Shore Facility Agent (acting reasonably) confirms that the
         conditions precedent listed in Schedule 1 of the Second Amendment
         Agreement have been satisfied or waived, in form and substance
         satisfactory to the Off Shore Facility Agent.

                                     - 15 -
<PAGE>

         "SECOND AMENDMENT AGREEMENT FEE LETTER" means the fee letter dated on
         or about the date of the Second Amendment Agreement between the Off
         Shore Facility Agent and the Borrower."

32.      Paragraph (d) of the definition of "Security Documents" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by adding
         the words "until the Second Amendment Agreement Conditions Satisfaction
         Date," at the beginning of such paragraph.

33.      The definition of "Senior Creditors" in Clause 1.1 (Definitions) of the
         Original Facility Agreement is amended by adding the following words
         after the words "Technologies Inc." in the second line of such
         definition:

         " (until the irrevocable repayment in full of all amounts outstanding
         under the Lucent Loan Agreement)."

34.      The definition of "SIT Facility" in Clause 1.1 (Definitions) of the
         Original Facility Agreement is amended by adding the following words
         after the word "means" in the first line of such definition:

         ", subject to Clause 6.4 (Conversion of revolving SIT Facility Loans
         into term loans),"

35.      The definition of "Sponsors' and Shareholders' Undertaking and
         Completion Guarantee" in Clause 1.1 (Definitions) of the Original
         Facility Agreement is amended by adding the words "(as amended on 28
         October 2002 and [-] 2003)" after the word "Agreement" in the third
         line of such definition.

36.      The definition of "Sponsors' Cash Collateral Account" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by adding
         the words "(as amended on 28 October 2002)" after the word "Guarantee"
         in the second line of such definition.

37.      The definition of "Sponsors' Cash Collateral Account #2" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by adding
         the words "(as amended on 28 October 2002)" after the word "Guarantee"
         in the second line of such definition.

38.      The definition of "TOM" in Clause 1.1 (Definitions) of the Original
         Facility Agreement is amended by adding the words "as amended from time
         to time" after the words "and 81/1997)" at the end of such definition.

39.      The definition of "Total Commercial Facility Commitments" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by adding
         the following words after the word "Agreement" in the second line of
         such definition:

         "which, for the avoidance of doubt, shall on the Second Amendment
         Agreement Effective Date, be reduced to zero"

40.      The definition of "Total ECA Facility Commitments" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by adding
         the following words after the word "Agreement" in the second line of
         such definition:

                                     - 16 -
<PAGE>

         "which, for the avoidance of doubt, shall on the Second Amendment
         Agreement Effective Date, be reduced to zero"

41.      The definition of "Total SIT Facility Commitments" in Clause 1.1
         (Definitions) of the Original Facility Agreement is amended by deleting
         the words "as reduced in accordance with the terms hereof" in the third
         and fourth lines of such definition and replacing them with the
         following words:

         "which, for the avoidance of doubt, shall on the Second Amendment
         Agreement Effective Date, be reduced to zero"

42.      The definition of "Updated Business Plan" in Clause 1.1 (Definitions)
         of the Original Facility Agreement is amended by deleting such
         definition in its entirety and replacing it with the following
         definition:

         ""UPDATED BUSINESS PLAN" means an update of the Business Plan in a
         manner consistent with the most recent financial statements of the
         Borrower delivered and reviewed in accordance with Clause 21 (Reporting
         requirements) as most recently updated or amended from time to time."

43.      Clause 1.1 (Definitions) of the Original Facility Agreement is amended
         by inserting the following definition after the definition of "VAT" and
         before the definition of "Withdrawal of the Licence":

         ""VEGA STATUS QUO BUSINESS PLAN" means the business plan of the
         Borrower accommodating the changed technical, economic and tax
         assumptions, agreed between the Parties and referred to as the excel
         spreadsheet named "Vega Status Quo 040803.xls" (as attached hereto as
         Exhibit 1), as most recently updated or amended from time to time."

44.      Clause 2.1(a) (The Facilities) of the Original Facility Agreement is
         amended by adding the following words after the word "Borrower" in the
         first line of such clause:

         "until the Second Amendment Agreement Effective Date"

45.      Clause 2.1(b) (The Facilities) of the Original Facility Agreement is
         amended by adding the following words after the word "Borrower" in the
         first line of such clause:

         ", subject to Clause 6.4 (Conversion of revolving SIT Facility Loans
         into term loans),"

46.      Clause 4.2.1 (Further conditions precedent to all Utilisations) of the
         Original Facility Agreement is amended by deleting the words "Subject
         to Clause 4.2.2" at the beginning of such clause and replacing it with
         the words "Subject to Clauses 4.2.2 and 6.4 (Conversion of revolving
         SIT Facility Loans into term loans)".

47.      Clause 4.2.1(a)(iv) (Further conditions precedent to all Utilisations)
         of the Original Facility Agreement is amended by deleting the word
         "and" from the end of such clause.

                                     - 17 -
<PAGE>

48.      Clause 4.2.1(a)(v) (Further conditions precedent to all Utilisations)
         of the Original Facility Agreement is amended by adding the word "and"
         after the word "utilised;" at the end of such clause.

49.      Clause 4.2.1(a) (Further conditions precedent to all Utilisations) of
         the Original Facility Agreement is amended by adding the following
         words after the end of Clause 4.2.1(a)(v) and before Clause 4.2.1(b):

         "(vi)    the proposed Utilisation Date is a date on or before the
                  Second Amendment Agreement Effective Date;"

50.      Clause 4.2.2 (Further conditions precedent to all Utilisations) of the
         Original Facility Agreement is amended by deleting such clause in its
         entirety and replacing it with the following clause:

         "4.2.2   Subject to Clause 6.4 (Conversion of revolving SIT Facility
                  Loans into term loans) the Banks will only be obliged to
                  comply with Clause 6 (Loans) in relation to a Rollover SIT
                  Facility Loan if on the Utilisation Date:

                  (a)      no Event of Default is continuing or would result
                           from the Rollover SIT Facility Loan;

                  (b)      the aggregate SIT Facility Loans and reimbursement
                           obligations under the SIT Facility Guarantees or LCs
                           will not exceed the lesser of:

                           (i)      an equivalent amount of Euro 20,000,000
                                    until the Second Amendment Agreement
                                    Effective Date and thereafter Euro 7,500,000
                                    at the exchange rate (middle rate) of Banka
                                    Slovenije on the proposed Utilisation Date;
                                    and

                           (ii)     the amount to which the SIT Facility
                                    Commitment is to be reduced in accordance
                                    with Clause 13.3 (Reduction of the SIT
                                    Facility Commitment) on or before the
                                    proposed Utilisation Date."

51.      Clause 5.2(a)(ii) (Completion of a Utilisation Request) of the Original
         Facility Agreement is amended by renumbering such clause as
         5.2(a)(i)(4).

52.      Clause 5.2(a)(iii) (Completion of a Utilisation Request) of the
         Original Facility Agreement is amended by renumbering such clause as
         5.2(a)(ii).

53.      Clause 5.2(a)(iv) (Completion of a Utilisation Request) of the Original
         Facility Agreement is amended by renumbering such clause as
         5.2(a)(iii).

54.      Clause 6 (Loans) of the Original Facility Agreement is amended by
         adding the following clause after the end of Clause 6.3 (Revaluation of
         SIT Facility Loans):

         "6.4     CONVERSION OF REVOLVING SIT FACILITY LOANS INTO TERM LOANS

                                     - 18 -
<PAGE>

                  Notwithstanding any other provision of this Agreement, on the
                  Second Amendment Agreement Effective Date, the SIT Facility
                  Commitments shall be reduced to zero. All SIT Facility Loans
                  outstanding on the Second Amendment Agreement Effective Date
                  shall be repayable as a term loan on the dates and in the
                  amounts set out in Clause 13 (Repayment) and Schedule 2
                  (Repayment Dates). For the avoidance of doubt, from the Second
                  Amendment Agreement Effective Date:

                  (a)      no amounts repaid may be reborrowed;

                  (b)      no Rollover SIT Facility Loans may be utilised; and

                  (c)      except as expressly provided in this Clause 6.4, the
                           rights and obligations of the Parties under this
                           Agreement continue in full force and effect."

55.      Clause 9.1(b) (Calculation of floating rate interest under the ECA
         Facility) of the Original Facility Agreement is amended by adding the
         following words to the beginning of such clause:

         "Up to but excluding the Second Amendment Agreement Effective Date,"

56.      Clause 9.1(b)(i)(2) (Calculation of floating rate interest under the
         ECA Facility) of the Original Facility Agreement is amended by deleting
         the word "(c)" in the fifth line of such clause and replacing it with
         the word "21.1(e)".

57.      Clause 9.1(b)(ii) (Calculation of floating rate interest under the ECA
         Facility) of the Original Facility Agreement is amended by deleting the
         word "(c)" in the third line of such clause and replacing it with the
         word "(e)".

58.      Clause 9.1 (Calculation of floating rate interest under the ECA
         Facility) of the Original Facility Agreement is amended by adding the
         following clause after the end of Clause 9.1(b)(iii):

         "(c)     From and including the Second Amendment Agreement Effective
                  Date, the ECA Facility Applicable Margin shall be an amount
                  of, initially, 1.50% per annum and thereafter the rate per
                  annum set out in the column headed "Margin (% p.a.)" subject
                  to the achievement by the Borrower, as at the end of the most
                  recently ended Quarter, of the relevant financial performance
                  tests set out in the same line in the column headed "Financial
                  Performance" in the table below:

<TABLE>
<CAPTION>
                                                                         MARGIN
                     FINANCIAL PERFORMANCE                               (% P.A.)
---------------------------------------------------------------------------------
<S>                                                                      <C>
EBITDA for the preceding two (2) Quarters is positive                      1.25
---------------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive and the Total        1.15
Leverage Ratio is greater that 6 but less than 10
---------------------------------------------------------------------------------
</TABLE>

                                     - 19 -
<PAGE>

<TABLE>
---------------------------------------------------------------------------------
<S>                                                                        <C>
EBITDA for the preceding two (2) Quarters is positive and the Total        1.05
Leverage Ratio is less than or equal to 6 but greater than 5
---------------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive and the Total        0.95
Leverage Ratio is less than or equal to 5 but greater than 4
---------------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive and the Total        0.85
Leverage Ratio is less than or equal to 4 but greater than 3
---------------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive and the Total        0.75
Leverage Ratio is less than or equal to 3 but greater than 2
---------------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive and the Total        0.65
Leverage Ratio is less than or equal to 2 but greater than 1
---------------------------------------------------------------------------------
</TABLE>

         PROVIDED THAT:

                  (i)      any change to the ECA Facility Applicable Margin
                           shall take place from the immediately following ECA
                           Facility Applicable Margin Adjustment Date (subject
                           to Clause 9.1(c)(ii)) if:

                           (1)      the Borrower has requested a reduction in
                                    the Applicable Margin in the Covenant
                                    Compliance Certificate at least 15 Business
                                    Days prior to such Euro Facility Interest
                                    Payment Date or the Off Shore Facility Agent
                                    has notified the Borrower, based on the
                                    information referred to in (2) below, that
                                    there will be an increase in the Applicable
                                    Margin in accordance with the above
                                    provisions of this paragraph (c);

                           (2)      the Off Shore Facility Agent has confirmed
                                    the satisfaction of the above conditions
                                    relating to financial performance of the
                                    Borrower on the basis of the most recent
                                    information for the Borrower required to be
                                    provided by the Borrower pursuant to Clauses
                                    21.1(a) and (e) (Financial statements and
                                    other information) and Clause 21.3 (Covenant
                                    Compliance Certificate);

                           (3)      no Event of Default or Potential Event of
                                    Default is continuing;

                  (ii)     if the Off Shore Facility Agent has not received the
                           information for the Borrower required to be provided
                           by the Borrower pursuant to Clauses 21.1(a) and (e)
                           (Financial statements and other information) and
                           Clause 21.3 (Covenant Compliance Certificate) in
                           respect of the relevant period by its due date for
                           delivery pursuant to this Agreement, the Applicable
                           Margin will be 1.50% per annum from that date until
                           such time as the Borrower satisfies the conditions
                           set out in this paragraph (c) and the Borrower is in
                           compliance with its obligations under Clause 21
                           (Reporting requirements)."

                                     - 20 -
<PAGE>

59.      Clause 9.2(b) (Calculation of floating rate interest under the
         Commercial Facility) of the Original Facility Agreement is amended by
         adding the following words to the beginning of such clause:

         "Up to but excluding the Second Amendment Agreement Effective Date,"

60.      Clause 9.2(b)(i)(2) (Calculation of floating rate interest under the
         Commercial Facility) of the Original Facility Agreement is amended by
         deleting such clause in its entirety and replacing it with the
         following:

         "(2)     the Off Shore Facility Agent has confirmed the satisfaction of
                  the above conditions relating to financial performance of the
                  Borrower on the basis of the most recent information for the
                  Borrower required to be provided by the Borrower pursuant to
                  Clauses 21.1(a) and (e) (Financial statements and other
                  information) and Clause 21.3 (Covenant Compliance
                  Certificate);"

61.      Clause 9.2(b)(ii) (Calculation of floating rate interest under the
         Commercial Facility) of the Original Facility Agreement is amended by
         deleting such clause in its entirety and replacing it with the
         following clause:

         "(ii)    if the Off Shore Facility Agent has not received the
                  information for the Borrower required to be provided by the
                  Borrower pursuant to Clauses 21.1(a) and (e) (Financial
                  statements and other information) and Clause 21.3 (Covenant
                  Compliance Certificate) in respect of the relevant period by
                  its due date for delivery pursuant to this Agreement, the
                  Applicable Margin will be 3.25% per annum from that date until
                  such time as the Borrower satisfies the conditions set out in
                  this paragraph (b) and is in compliance with its obligations
                  under Clause 21 (Reporting requirements);"

62.      Clause 9.2 (Calculation of floating rate interest under the Commercial
         Facility) of the Original Facility Agreement is amended by adding the
         following clause after the end of Clause 9.2(b)(iii):

         "(c)     From and including the Second Amendment Agreement Effective
                  Date, the Commercial Facility Applicable Margin shall be an
                  amount of, initially, 3.50% per annum and thereafter the rate
                  per annum set out in the column headed "Margin (% p.a.)"
                  subject to the achievement by the Borrower, as at the end of
                  the most recently ended Quarter, of the relevant financial
                  performance tests set out in the same line in the column
                  headed "Financial Performance" in the table:

<TABLE>
<CAPTION>
                FINANCIAL PERFORMANCE                         MARGIN (% P.A.)
-----------------------------------------------------------------------------
<S>                                                           <C>
EBITDA for the preceding two (2) Quarters is positive              2.75
-----------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive              2.50
and the Total Leverage Ratio is greater that 6 but
less than 10
-----------------------------------------------------------------------------
</TABLE>

                                     - 21 -
<PAGE>

<TABLE>
-----------------------------------------------------------------------------
<S>                                                           <C>
EBITDA for the preceding two (2) Quarters is positive              2.25
and the Total Leverage Ratio is less than or equal to
6 but greater than 5
-----------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive              2.00
and the Total Leverage Ratio is less than or equal to
5 but greater than 4
-----------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive              1.75
and the Total Leverage Ratio is less than or equal to
4 but greater than 3
-----------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive              1.50
and the Total Leverage Ratio is less than or equal to
3 but greater than 2
-----------------------------------------------------------------------------
EBITDA for the preceding two (2) Quarters is positive              1.25
and the Total Leverage Ratio is less than or equal to
2 but greater than 1
-----------------------------------------------------------------------------
</TABLE>

                  PROVIDED THAT:

                  (i)      any change to the Commercial Facility Applicable
                           Margin shall take place from the immediately
                           following Commercial Facility Applicable Margin
                           Adjustment Date (subject to Clause 9.2(c)(ii)) if:

                           (1)      the Borrower has requested a reduction in
                                    the Applicable Margin in the Covenant
                                    Compliance Certificate at least 15 Business
                                    Days prior to such Euro Facility Interest
                                    Payment Date or the Off Shore Facility Agent
                                    has notified the Borrower, based on the
                                    information referred to in (2) below, that
                                    there will be an increase in the Applicable
                                    Margin in accordance with the above
                                    provisions of this paragraph (c);

                           (2)      the Off Shore Facility Agent has confirmed
                                    the satisfaction of the above conditions
                                    relating to financial performance of the
                                    Borrower on the basis of the most recent
                                    information for the Borrower required to be
                                    provided by the Borrower pursuant to Clauses
                                    21.1(a) and (e) (Financial statements and
                                    other information) and Clause 21.3 (Covenant
                                    Compliance Certificate);

                           (3)      no Event of Default or Potential Event of
                                    Default is continuing;

                  (ii)     if the Off Shore Facility Agent has not received the
                           information for the Borrower required to be provided
                           by the Borrower pursuant to Clauses 21.1(a) and (e)
                           (Financial statements and other information) and
                           Clause 21.3 (Covenant Compliance Certificate) in
                           respect of the

                                     - 22 -
<PAGE>

                           relevant period by its due date for delivery pursuant
                           to this Agreement, the Applicable Margin will be
                           3.50% per annum from that date until such time as the
                           Borrower satisfies the conditions set out in this
                           paragraph (c) and the Borrower is in compliance with
                           its obligations under Clause 21 (Reporting
                           requirements)."

63.      Clause 9.3.1(a) (Calculation of floating rate interest under the SIT
         Facility) of the Original Facility Agreement is amended by deleting the
         word "and" at the end of such clause.

64.      Clause 9.3.1(b) (Calculation of floating rate interest under the SIT
         Facility) of the Original Facility Agreement is amended by adding the
         following words to the beginning of such clause:

         "Up to but excluding the Second Amendment Agreement Effective Date,"

65.      Clause 9.3.1(b)(i)(2) (Calculation of floating rate interest under the
         SIT Facility) of the Original Facility Agreement is amended by deleting
         the word "(c)" in the fifth line of such clause and replacing it with
         the word "(e)".

66.      Clause 9.3.1(b)(ii) (Calculation of floating rate interest under the
         SIT Facility) of the Original Facility Agreement is amended by deleting
         such clause in its entirety and replacing it with the following clause:

         "(ii)    if the On Shore Facility Agent has not received the
                  information for the Borrower required to be provided by the
                  Borrower pursuant to Clauses 21.1(a) and (e) (Financial
                  statements and other information) and Clause 21.3 (Covenant
                  Compliance Certificate) in respect of the relevant period by
                  its due date for delivery pursuant to this Agreement, the
                  Applicable Margin will be 1.50% per annum from that date until
                  such time as the Borrower satisfies the conditions set out in
                  this paragraph (b) and is in compliance with its obligations
                  under Clause 21 (Reporting requirements)."

67.      Clause 9.3.1 (Calculation of floating rate interest under the SIT
         Facility) of the Original Facility Agreement is amended by adding the
         following clause after the end of Clause 9.3.1(b)(ii):

         "(c)     From and including the Second Amendment Agreement Effective
                  Date, the SIT Facility Applicable Margin shall be an amount
                  of, initially, 1.75% per annum and thereafter the rate per
                  annum set out in the column headed "Margin (% p.a.)" subject
                  to the achievement by the Borrower, as at the end of the most
                  recently ended Quarter, of the relevant financial performance
                  tests set out in the same line in the column headed "Financial
                  Performance" in the table below:

<TABLE>
<CAPTION>
               FINANCIAL PERFORMANCE                          MARGIN (% P.A.)
-----------------------------------------------------------------------------
<S>                                                           <C>
EBITDA for the preceding two (2) Quarters is positive              1.50
and the Total Leverage Ratio greater than 2 but less
than or equal to 4
-----------------------------------------------------------------------------
</TABLE>

                                     - 23 -
<PAGE>

<TABLE>
-----------------------------------------------------------------------------
<S>                                                           <C>
EBITDA for the preceding two (2) Quarters is positive              1.25
and the Total Leverage Ratio less than or equal to
2.00
-----------------------------------------------------------------------------
</TABLE>

                  PROVIDED THAT:

                  (i)      any change to the SIT Facility Applicable Margin
                           shall take place from the first day of the
                           immediately following Interest Period if:

                           (1)      the Borrower has requested a reduction in
                                    the Applicable Margin in the Covenant
                                    Compliance Certificate at least 15 Business
                                    Days prior to such Interest Period or the
                                    Off Shore Facility Agent has notified the
                                    Borrower, based on the information referred
                                    to in (2) below, that there will be an
                                    increase in the Applicable Margin in
                                    accordance with the above provisions of this
                                    paragraph (c);

                           (2)      the On Shore Facility Agent has confirmed
                                    the satisfaction of the above conditions
                                    relating to financial performance of the
                                    Borrower on the basis of the most recent
                                    information for the Borrower required to be
                                    provided by the Borrower pursuant to Clauses
                                    21.1(a) and (e) (Financial statements and
                                    other information) and Clause 21.3 (Covenant
                                    Compliance Certificate); and

                           (3)      no Event of Default or Potential Event of
                                    Default is continuing;

                  (ii)     if the On Shore Facility Agent has not received the
                           information for the Borrower required to be provided
                           by the Borrower pursuant to Clauses 21.1(a) and (e)
                           (Financial statements and other information) and
                           Clause 21.3 (Covenant Compliance Certificate) in
                           respect of the relevant period by its due date for
                           delivery pursuant to this Agreement, the Applicable
                           Margin will be 1.75% per annum from that date until
                           such time as the Borrower satisfies the conditions
                           set out in this paragraph (c) and the Borrower is in
                           compliance with its obligations under Clause 21
                           (Reporting requirements).

                                     - 24 -
<PAGE>

68.      Clause 12.1 (Commitment fees) of the Original Facility Agreement is
         amended by deleting such clause in its entirety and replacing it with
         the following clause:

         "12.1    COMMITMENT FEES

         (a)      The Borrower shall pay to the Off Shore Facility Agent (for
                  the account of each Euro Facility Bank) a fee computed at the
                  rate of:

                  (i)      0.75% per annum on each Bank's Available Commitment
                           under the Euro Facility until the date which is the
                           earlier of (A) 75% of the ECA Facility Commitment and
                           the Commercial Facility Commitment has been disbursed
                           or (B) on 20 February 2003 or such other date as
                           agreed between the Borrower and the Banks; and

                  (ii)     thereafter 0.50% per annum on that Bank's Available
                           Commitment under the Euro Facility for the
                           Availability Period applicable to the Euro Facility
                           up to 20 February 2003 or such other date as agreed
                           between the Borrower and the Banks.

         (b)      The Borrower shall pay to the On Shore Facility Agent (for the
                  account of each SIT Facility Bank) a fee computed at the rate
                  of 0.10% per annum on the Available Commitment under the SIT
                  Facility up to 20 February 2003 or such other date as agreed
                  between the Borrower and the Banks.

         (c)      The fees under paragraphs (a) and (b) above shall be payable
                  quarterly in arrears from the date of execution of this
                  Agreement."

69.      Clause 12.7 (Off Shore Facility Agent fee) of the Original Facility
         Agreement is amended by deleting the word "Offshore" in the first line
         of such clause and replacing it with the words "Off Shore".

70.      Clause 13.2 (Repayment of the SIT Facility Loans) of the Original
         Facility Agreement is amended by deleting the word "Each" at the
         beginning of such clause and replacing it with the following words:

         "Subject to Clause 13.4 (Repayment of the SIT Facility Loans after the
         Second Amendment Agreement Effective Date), each"

71.      Clause 13.3 (Reduction of the SIT Facility Commitment) of the Original
         Facility Agreement is amended by deleting such clause in its entirety
         and replacing it with the following clause:

         "13.3    REDUCTION OF THE SIT FACILITY COMMITMENT

                  Up to and including the Second Amendment Agreement Effective
                  Date, the SIT Facility Commitment shall be reduced on the
                  dates and in the amounts which correspond to the percentage
                  rates set out in Schedule 2 (Repayment Dates)."

                                     - 25 -
<PAGE>

72.      Clause 13 (Repayment) of the Original Facility Agreement is amended by
         adding the following clause after the end of Clause 13.3 (Reduction of
         the SIT Facility Commitment):

         "13.4    REPAYMENT OF THE SIT FACILITY LOANS AFTER THE SECOND AMENDMENT
                  AGREEMENT EFFECTIVE DATE

                  From the Second Amendment Agreement Effective Date, each SIT
                  Facility Loan shall be repaid on the dates and in the amounts
                  which correspond to the percentage rates set out in Schedule 2
                  (Repayment Dates)."

73.      Clause 14.4 (Voluntary prepayment of Euro Facility Loans) of the
         Original Facility Agreement is amended by deleting such clause in its
         entirety and replacing it with the following clause:

         "14.4    VOLUNTARY PREPAYMENTS

         14.4.1   In addition to the Borrower's rights set forth in Clause 14.6
                  (Right of repayment and cancellation in relation to a single
                  Bank) the Borrower may, after the end of the Availability
                  Period and if it gives the Off Shore Facility Agent not less
                  than five (5) Business Days' (or such shorter period as the
                  Majority Banks may agree) prior notice, prepay any part of any
                  ECA Facility Loan and any Commercial Facility Loan in minimum
                  amounts of Euro 1,000,000.

         14.4.2   In addition to the Borrower's rights set forth in Clause 14.6
                  (Right of repayment and cancellation in relation to a single
                  Bank) the Borrower may, after the end of the Availability
                  Period and if it gives the On Shore Facility Agent not less
                  than five (5) Business Days' (or such shorter period as the
                  Majority Banks may agree) prior written notice, prepay any
                  part of any SIT Facility Loan in minimum amounts of an
                  equivalent amount of Euro 1,000,000."

74.      Clause 14.5 (Mandatory prepayments) of the Original Facility Agreement
         is amended by adding the following clauses after the end of Clause
         14.5.2:

         "14.5.3  Notwithstanding the provisions of Clause 14.5.1 above, the
                  Borrower shall, on or prior to the Second Amendment Agreement
                  Conditions Satisfaction Date, prepay the Loans and the loans
                  made under the Lucent Loan Agreement in accordance with the
                  requirements of Schedule 2 of the Second Amendment Agreement,
                  such prepayments to be applied in accordance with the
                  requirements thereof.

         14.5.4   Any amounts (if any) in respect of the ECA Premium reimbursed
                  by the ECA shall (i) be applied by the Off Shore Facility
                  Agent on the immediately following Interest Payment Date after
                  receipt of such reimbursement, to prepay Loans made under ECA
                  Facility Tranche 2 or the other Loans made under the ECA
                  Facility to the extent such tranche has been repaid in full
                  and (ii) be paid to the Borrower if all Loans have been
                  irrevocably repaid in full."

                                     - 26 -
<PAGE>

75.      Clause 14.7.7 (Restrictions) of the Original Facility Agreement is
         amended by deleting the words "(Voluntary prepayment of Euro Facility
         Loans)" in the first and second lines of such clause and replacing it
         with the words "(Voluntary prepayments)".

76.      Clause 19.2 (Amendment costs) of the Original Facility Agreement is
         amended by deleting such clause in its entirety and replacing it with
         the following clause:

         "19.2    AMENDMENT COSTS

                  If (a) the Borrower requests an amendment, waiver or consent
                  (which, for the avoidance of doubt, includes the preparation
                  and implementation of the requirements of the First Amendment
                  Agreement and the Second Amendment Agreement) or (b) an
                  amendment is required pursuant to Clause 30.9 (Change of
                  currency), the Borrower shall, within three (3) Business Days
                  of demand, reimburse each Agent for the amount of all costs
                  and expenses (including legal fees) reasonably incurred by it
                  in responding to, evaluating, negotiating or complying with
                  that request or requirement and preparing and implementing
                  such amendment, waiver or consent."

77.      Clause 20.1.1 (Status) of the Original Facility Agreement is amended by
         deleting such clause in its entirety and replacing it with the
         following clause:

         "20.1.1  STATUS

                  The Borrower is a corporation duly incorporated and validly
                  existing under the laws of Slovenia and has the power and,
                  except as expressly disclosed to the Off Shore Facility Agent
                  prior to the Second Amendment Agreement Effective Date, all
                  necessary governmental and other material Authorisations under
                  any applicable jurisdiction to own its property and assets and
                  to carry on its business as currently conducted."

78.      Clause 20.1.6(a) (Authorisations) of the Original Facility Agreement is
         amended by deleting the word "All" at the beginning of such clause and
         replacing it with the words:

         "Except as expressly disclosed to the Off Shore Facility Agent prior to
         the Second Amendment Agreement Effective Date, all"

79.      Clause 20.1.12(d) (Financial statements) of the Original Facility
         Agreement is amended by deleting the word "There" at the beginning of
         such clause and replacing it with the words:

         "As at and prior to the Second Amendment Agreement Effective Date,
         except as expressly disclosed to the Off Shore Facility Agent and
         distributed to the Banks, there"

80.      Clause 20.1.26 (Amendments to Material Contracts) of the Original
         Facility Agreement is amended by deleting the word "(Amendments)" in
         the second line of such clause and replacing it with the word
         "(Amendments))".

81.      Clause 21 (Reporting Requirements) of the Original Facility Agreement
         is amended by deleting the first paragraph of such clause in its
         entirety and replacing it with the following paragraph:

                                     - 27 -
<PAGE>

         "The undertakings in this Clause 21 remain in force from the date of
         this Agreement for so long as any amount is outstanding under the
         Finance Documents (other than the Sponsors Unsecured Loan Agreement, to
         the extent that amounts remain outstanding thereunder after all amounts
         outstanding under the other Finance Documents have been repaid in full)
         or any Commitment is in force."

82.      Clause 21.1 (Financial statements and other information) of the
         Original Facility Agreement is amended by deleting such clause in its
         entirety and replacing it with the following clause:

         "21.1    FINANCIAL STATEMENTS AND OTHER INFORMATION

                  The Borrower shall supply to the Off Shore Facility Agent in
                  sufficient copies for all of the Banks:

                  (a)      as soon as the same become available, but in any
                           event not later than 120 days after the end of each
                           financial year one set of its audited annual
                           financial statements for that financial year prepared
                           in accordance with US GAAP and one set of its audited
                           annual financial statements for that financial year
                           prepared in accordance with Slovenian Accounting
                           Standards;

                  (b)      from the Second Amendment Agreement Effective Date,
                           as soon as the same become available, but in any
                           event not later than 120 days after the end of each
                           financial year one set of the consolidated audited
                           annual financial statements of the Group for that
                           financial year prepared in accordance with US GAAP;

                  (c)      as soon as the same becomes available, but in any
                           event not later than six weeks after the commencement
                           of a new financial year of the Borrower, the Updated
                           Business Plan in respect of the following financial
                           year which shall, without limitation:

                           (i)      be in the same format and comprise the same
                                    items as the most recent Business Plan and
                                    otherwise include a description of any
                                    changes and sufficient information, in form
                                    and substance as may be reasonably required
                                    by the Off Shore Facility Agent, to enable
                                    the Banks to make an accurate comparison
                                    between the most recent Business Plan and
                                    such Updated Business Plan;

                           (ii)     demonstrate that the Borrower is in
                                    compliance with the requirements of Clause
                                    22 (Financial covenants and network
                                    milestones) (to the extent such requirements
                                    are applicable to the Borrower) and such
                                    Updated Business Plan is consistent with
                                    Clause 24 (General undertakings); and

                           (iii)    include a profit and loss statement, balance
                                    sheet, cash flow statement and details of
                                    investments in fixed assets, capital

                                     - 28 -
<PAGE>

                                    and operation expenditures updated to
                                    reflect the circumstances then existing and
                                    anticipated for the forthcoming financial
                                    year and any information relevant at such
                                    time that was not included in the Initial
                                    Business Plan; and

                           (iv)     include an outline of major future business
                                    plans;

                           PROVIDED THAT if at any time the then current
                           Business Plan is updated or amended by the Borrower,
                           it shall forthwith supply to the Off Shore Facility
                           Agent such updates or amendments and a description
                           and explanation thereof;

                  (d)      from the Second Amendment Agreement Effective Date,
                           as soon as the same becomes available, but in any
                           event not later than six weeks after the commencement
                           of a new financial year of Western Wireless
                           International Corporation, a three year business plan
                           for the Group in respect of the following three
                           financial years which shall, without limitation:

                           (i)      be in the same format and comprise the same
                                    items as the most recent business plan for
                                    the Group as set out in Exhibit 2 and
                                    otherwise include a description of any
                                    changes and sufficient information, in form
                                    and substance as may be reasonably required
                                    by the Off Shore Facility Agent, to enable
                                    the Banks to make an accurate comparison
                                    between the most recent three year business
                                    plan and such updated business plan;

                           (ii)     demonstrate that the Group is in compliance
                                    with the requirements of Clause 22
                                    (Financial covenants and network
                                    milestones); and

                           (iii)    include a profit and loss statement, cash
                                    flow statement and details of investments
                                    in, capital and expenditures in each case on
                                    a consolidated basis in respect of the Group
                                    in the same format as the most recent
                                    business plan for the Group and updated to
                                    reflect the circumstances then existing and
                                    anticipated for the forthcoming three
                                    financial years and any information relevant
                                    at such time that was not included in the
                                    previous business plan; and

                           (iv)     include an outline of major business
                                    developments;

                           PROVIDED THAT if at any time the then current
                           business plan for the Group is updated or amended the
                           Borrower shall forthwith supply to the Off Shore
                           Facility Agent such updates or amendments and a
                           description and explanation thereof;

                                     - 29 -
<PAGE>

                  (e)      as soon as the same becomes available but in any
                           event not later than 45 days after the end of each
                           Quarter and starting as at 31 December 2001, a
                           management report for that Quarter, signed by the
                           CFO, which shall include, without limitation:

                           (i)      a profit and loss statement, balance sheet,
                                    cash flow statement, details of investments
                                    in fixed assets, debt profile (including
                                    aggregate lease obligations) short term and
                                    long term for the Borrower and in addition,
                                    from the Second Amendment Agreement
                                    Effective Date, on a consolidated basis for
                                    the Group;

                           (ii)     from the Second Amendment Agreement
                                    Effective Date, details of any funding that
                                    has been provided by Western Wireless
                                    International Corporation in the preceding
                                    Quarter to ensure that at all times the
                                    balance standing to the credit of the
                                    Proceeds and Revenues Account is equal to or
                                    greater than Euro 1;

                           (iii)    a list of all existing accounts of the
                                    Borrower identifying the financial
                                    institution with which those are held and
                                    the balances thereon; and

                           (iv)     a Project Status and Progress Report setting
                                    out in detail information addressing the
                                    matters referred to in Schedule 15 (Project
                                    Status and Progress Report) (signed by the
                                    CFO and the chief technical officer of the
                                    Borrower); and

                  (f)      until the Second Amendment Agreement Effective Date,
                           every week bank statements (in the form agreed
                           between the Off Shore Facility Agent, the On Shore
                           Facility Agent and Hypo Alpe-Adria-Bank d.d.) in
                           respect of the Permitted Accounts and the Proceeds
                           and Revenue Accounts and the Borrower authorises and
                           instructs the On Shore Facility Agent and Hypo
                           Alpe-Adria-Bank d.d. to provide such bank statements
                           in respect of the Proceeds and Revenue Accounts to
                           the Off Shore Facility Agent at such times."

83.      Clause 21.2(a) (Requirements as to financial statements) of the
         Original Facility Agreement is amended by deleting such clause in its
         entirety and replacing it with the following clause:

         "(a)     Each set of financial statements delivered by the Borrower
                  pursuant to Clause 21.1 (Financial statements and other
                  information) shall be certified by the CFO (or if in respect
                  of the Group the chief financial officer of Western Wireless
                  International Corporation) as fairly representing its (or in
                  the case of the Group, the Group's) financial condition as at
                  the end of and for the period up to the date as at which those
                  financial statements were drawn up."

                                     - 30 -
<PAGE>

84.      Clause 21.3 (Covenant Compliance Certificate) of the Original Facility
         Agreement is amended by deleting such clause in its entirety and
         replacing it with the following clause:

         "21.3    COVENANT COMPLIANCE CERTIFICATE

                  (a)      The Borrower shall supply the Off Shore Facility
                           Agent, with each set of financial statements prepared
                           in accordance with US GAAP delivered pursuant to
                           Clauses 21.1(a), 21.1(b) and 21.1(e)(i) (Financial
                           statements and other information), a Covenant
                           Compliance Certificate setting out (in reasonable
                           detail) computations as to compliance with Clause 22
                           (Financial covenants and network milestones) as at
                           the date as at which those financial statements were
                           drawn up and confirming compliance with the
                           requirements of Clause 23.3 (Application of moneys on
                           the Proceeds and Revenue Accounts).

                  (b)      Each Covenant Compliance Certificate shall be signed
                           by the CFO (or if the financial statements are in
                           respect of the Group the chief financial officer of
                           Western Wireless International Corporation) and, if
                           required to be delivered with the financial
                           statements delivered pursuant to Clause 21.1(a)
                           (Financial statements and other information), shall
                           be reported on by the Borrower's or the Group's
                           auditors, as the case may be."

85.      Clause 21.4 (Information: miscellaneous) of the Original Facility
         Agreement is amended by deleting such clause in its entirety and
         replacing it by the following clause:

         "21.4    INFORMATION: MISCELLANEOUS

                  The Borrower shall supply the Off Shore Facility Agent (in
                  sufficient copies for all the Banks, if the Off Shore Facility
                  Agent so requests) with:

                  (a)      all documents dispatched by the Borrower or a member
                           of the Group to its creditors generally at the same
                           time as they are dispatched;

                  (b)      promptly upon becoming aware of them, the details of
                           any litigation, arbitration or administrative
                           proceedings against the Borrower or a member of the
                           Group (which are not considered to be frivolous or
                           vexatious) which are current, threatened or pending,
                           and which might, if adversely determined, have a
                           Material Adverse Effect;

                  (c)      promptly, such further information regarding its or
                           the Group's financial condition, business and
                           operations as any Finance Party (through the Agent)
                           may reasonably request; and

                  (d)      any other information that from time to time may be
                           reasonably asked for by the Off Shore Facility Agent
                           and the Independent Technical Consultant."

                                     - 31 -
<PAGE>

86.      Clause 21.6 (Business Plan Review) of the Original Facility Agreement
         is amended by deleting such clause in its entirety and replacing it
         with the following clause:

         "21.6    BUSINESS PLAN REVIEW

         21.6.1   Within the earlier of:

                  (a)      14 days from the receipt by the Off Shore Facility
                           Agent of an Updated Business Plan; and

                  (b)      eight weeks from the commencement of a financial year
                           of the Borrower,

                  the Borrower and the Off Shore Facility Agent shall meet and
                  review the Updated Business Plan delivered in accordance with
                  Clause 21.1(c) (Financial statements and other information)."

         "21.6.2  In addition to the requirements of Clause 21.6.1, from the
                  Second Amendment Agreement Effective Date, the Borrower shall
                  use its best endeavours to procure Western Wireless
                  International Corporation to meet, within the same period set
                  out in Clause 21.6.1, the Off Shore Facility Agent to review
                  the three year business plan delivered in accordance with
                  Clause 21.1(d) (Financial statements and other information).

         21.6.3   The Borrower shall (with respect to its Business Plan), and
                  shall use its best endeavours to procure Western Wireless
                  International Corporation to (with respect to any Group
                  business plan), meet the Off Shore Facility Agent and review
                  any updates or amendments provided pursuant to Clause 21.1(c)
                  or Clause 21.1(d) respectively (Financial statements and other
                  information) within 14 days from the receipt by the Off Shore
                  Facility Agent of such updates or amendments."

87.      Clause 21.7 (Building Permit Reports) of the Original Facility
         Agreement is amended by deleting such clause in its entirety and
         replacing it with the following clause:

         "21.7    BUILDING PERMIT REPORTS

         21.7.1   The Borrower shall use its best efforts to obtain all
                  outstanding building permits as soon as possible.

         21.7.2   The Borrower shall provide to the Off Shore Facility Agent
                  within 10 Business Days of the last day of each Month from the
                  date of the First Amendment Agreement until the Second
                  Amendment Agreement Conditions Satisfaction Date and
                  thereafter within 10 Business Days of the last day of each
                  Quarter until the date on which all building permits are
                  obtained, a report indicating:

                  (a)      the number of sites for which building permits have
                           been achieved;

                  (b)      the number of sites for which building permits remain
                           outstanding; and

                                     - 32 -
<PAGE>

                  (c)      an explanation as to the status of applications for
                           all outstanding permits including details of any
                           problems encountered in relation to the obtaining of
                           those permits and the steps taken by the Borrower to
                           remedy such problems."

88.      Clause 22 (Financial Covenants and Network Milestones) of the Original
         Facility Agreement is amended by deleting such clause in its entirety
         and replacing it with the following clause:

         "22.     FINANCIAL COVENANTS AND NETWORK MILESTONES

                  The calculation of ratios and other amounts under this Clause
                  22 shall be made by reference to the most recent financial
                  statements, Covenant Compliance Certificate and Project Status
                  and Progress Report for the period or periods in relation to
                  which the calculation or determination falls to be made.

         22.1     SPONSOR CONTRIBUTIONS

         22.1.1   The Borrower shall request the Sponsors make their funding
                  contributions in accordance with the Sponsors' and
                  Shareholders' Undertaking and Completion Guarantee.

         22.1.2   Until the Second Amendment Agreement Effective Date, the
                  Borrower shall ensure that, at all times, the Contributed
                  Capital Ratio is at least 0.4.

         22.2     STAGE I COVENANTS

                  From the first Utilisation until the Second Amendment
                  Agreement Effective Date, the Borrower shall ensure that the
                  financial and performance parameters set out in Clauses
                  22.2(a) to (d) are achieved, as confirmed by the Independent
                  Technical Consultant in respect of the performance parameters
                  set out in paragraphs (a) and (b) below and in accordance with
                  Clause 22.4 (Confirmation by Independent Technical
                  Consultant), to the satisfaction of the Off Shore Facility
                  Agent (acting reasonably) by the dates set out therein:

                  (a)      MINIMUM SUBSCRIBERS

                           The number of Subscribers shall be:

                           (i)      as at 31 March 2002, at least 8,000;

                           (ii)     as at 30 June 2002, at least 40,000; and

                           (iii)    as at 31 December 2002, at least 80,000;

                  (b)      POPULATION COVERAGE

                           The Population Coverage shall be:

                           (i)      as at 28 February 2002, at least 60%;

                           (ii)     as at 31 March 2002, at least 65%;

                                     - 33 -
<PAGE>

                           (iii)    as at 30 June 2002, at least 65% or 70% if
                                    no national roaming agreement is in place;
                                    and

                           (iv)     as at 31 December 2002, at least 80%;

                  (c)      QUARTERLY REVENUE TEST

                           At the end of each Quarter commencing from 31 March
                           2002 until the Second Amendment Agreement Effective
                           Date, the Service Revenues in Euro shall be at least:

                           (i)      in respect of the period from 1 January 2002
                                    to 30 June 2002, 80% of the Service Revenues
                                    forecast in the table below; and

                           (ii)     thereafter, 85% of the Service Revenues
                                    forecast in the table below.

<TABLE>
<CAPTION>
                  Q I 2002       Q II 2002       Q III 2002      Q IV 2002
--------------------------------------------------------------------------
<S>               <C>            <C>             <C>             <C>
Forecast
Service
Revenues          487,046        3,132,584       2,037,802       3,556,654
--------------------------------------------------------------------------
Applicable
Percentage
of Service
Revenues          389,637        2,506,067       1,732,132       3,023,156
--------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                            Q I 2003                   Q II 2003
----------------------------------------------------------------
<S>                        <C>                         <C>
Forecast Service
Revenues                   6,162,659                   8,282,223
----------------------------------------------------------------
Applicable Percentage
of Service Revenues        5,238,260                   7,039,890
----------------------------------------------------------------
</TABLE>

                  (d)      QUARTERLY EBITDA TEST

                           At the end of each Quarter commencing from 31
                           December 2001 until the Second Amendment Agreement
                           Effective Date the aggregate EBITDA in Euro of the
                           immediately preceding two Quarters shall not
                           negatively deviate more than 15% from the level set
                           out in column headed "Aggregate EBITDA Base Case" in
                           the table below.

                                     - 34 -
<PAGE>

<TABLE>
<CAPTION>
                                                                MAXIMUM
                                                                NEGATIVE
                                         AGGREGATE              AGGREGATE
                    EBITDA BASE          EBITDA BASE             EBITDA
                       CASE                 CASE                (-15%)
-------------------------------------------------------------------------
<S>                 <C>                 <C>                  <C>
Quarter IV 2001     - 4,271,528         -  7,397,292         -  8,876,751
-------------------------------------------------------------------------
Quarter I 2002      - 5,912,729         - 10,184,257         - 12,669,263
-------------------------------------------------------------------------
Quarter II 2002     - 7,818,181         - 13,730,910         - 16,388,161
-------------------------------------------------------------------------
Quarter III 2002    - 6,536,862         - 14,355,043         - 16,888,286
-------------------------------------------------------------------------
Quarter IV 2002     - 8,598,335         - 15,135,197         - 17,806,115
-------------------------------------------------------------------------
Quarter I 2003      - 4,764,173         - 13,362,508         - 15,720,598
-------------------------------------------------------------------------
Quarter II 2003     - 4,425,510         -  9,189,683         - 10,811,392
-------------------------------------------------------------------------
</TABLE>

         22.3     STAGE II COVENANTS

                  (a)      MINIMUM CONSOLIDATED TANGIBLE NET WORTH

                           As at 31 December of each financial year, commencing
                           from the Second Amendment Agreement Effective Date,
                           the Consolidated Tangible Net Worth of the Group
                           shall be greater than zero.

                  (b)      MINIMUM CONSOLIDATED EBITDA

                           As at 31 December of each financial year set out
                           below, commencing from the Second Amendment Agreement
                           Effective Date, the Consolidated EBITDA of the Group
                           in Euro for such financial year shall not be less
                           than the product of (i) the principal amount of Loans
                           outstanding on 31 December of such financial year,
                           multiplied by (ii) the number set out below the
                           relevant year in the table below:

<TABLE>
<CAPTION>
  GROUP
FINANCIAL
  YEAR            2003            2004           2005            2006
---------------------------------------------------------------------
<S>               <C>             <C>            <C>             <C>
MULTIPLE           0.2             1.0            2.0             3.2
</TABLE>

                  (c)      For the purpose of determining compliance with this
                           Clause, amounts denominated in any currency other
                           than Euros shall be converted:

                                     - 35 -
<PAGE>

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

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

         22.4     CONFIRMATION BY INDEPENDENT TECHNICAL CONSULTANT

                  The figures in Clauses 22.2(a) and (b) (Stage I covenants)
                  shall be confirmed by the Independent Technical Consultant
                  annually commencing on 31 December 2002 and ending on the
                  Second Amendment Agreement Effective Date."

89.      Clause 23.3(d) (Application of moneys on the Proceeds and Revenue
         Accounts) of the Original Facility Agreement is amended by deleting
         such clause in it entirety and replacing it with the following clause:

         "(d)     subject to Clause 23.9 (Debt Service Reserve Account) and
                  Clause 23.6.2 (Debt Service Account) all Proceeds and Revenues
                  (other than those expressly referred to in paragraphs (a) to
                  (c) above) shall be applied for the following purposes and
                  exclusively in the following order:

                  (i)      first, in and towards payment of any Tax payment due
                           and payable;

                  (ii)     second, in or towards payment of all due and payable
                           operating costs as shown in the 2002 Revised Business
                           Plan and from the Second Amendment Agreement
                           Conditions Satisfaction Date, the Vega Status Quo
                           Business Plan as set out in Exhibit 1 and thereafter
                           any Updated Business Plan (including amounts in
                           respect of direct costs payable under the Management
                           Agreement which are provided for in the Initial
                           Business Plan but excluding any amounts payable under
                           the Lucent Loan Agreement);

                  (iii)    third, in or towards payment of all due and payable
                           on-going capital costs in relation to the build-out
                           of the Network as shown in the 2002 Revised Business
                           Plan and from the Second Amendment Agreement
                           Conditions Satisfaction Date, the Vega Status Quo
                           Business Plan as set out in Exhibit 1 and thereafter
                           any Updated Business Plan and necessary to perform
                           its business but excluding any amounts payable under
                           the Lucent Loan Agreement;

                  (iv)     fourth, in and towards Debt Service Payments due and
                           payable and payments to be made to the Debt Service
                           Account in accordance with Clause 23.6 (Debt Service
                           Account) which shall be applied:

                           (1)      towards payment of any unpaid costs and
                                    expenses of the Banks, the Agents, the
                                    Security Agents, with the exception of the
                                    payments mentioned under paragraphs (2) to
                                    (4) and (viii) below;

                                     - 36 -
<PAGE>

                           (2)      in or towards payment of any amount due and
                                    payable under the Hedging Agreements;

                           (3)      in or towards payment of any accrued
                                    interest and fees due and payable to the
                                    Banks hereunder and to the Sponsors under
                                    the Sponsors Unsecured Loan Agreement and
                                    Lucent Technologies Inc. under the Lucent
                                    Loan Agreement;

                           (4)      in or towards payment of any principal due
                                    and payable to the Banks under this
                                    Agreement and to the Sponsors under the
                                    Sponsors Unsecured Loan Agreement and Lucent
                                    Technologies Inc. under the Lucent Loan
                                    Agreement;

                  (v)      fifth, in or towards any payment of any amount due
                           and payable into the Debt Service Reserve Account in
                           accordance with Clause 23.9 (Debt Service Reserve
                           Account);

                  (vi)     sixth, in and towards payment of all due and payable
                           operating costs and expenses that have not been paid
                           pursuant to Clause 23.3(d)(ii);

                  (vii)    seventh, in or towards payment of capital costs in
                           the amounts and at the times set out in the Business
                           Plan (which, prior to the Second Amendment Agreement
                           Conditions Satisfaction Date, shall be the Initial
                           Business Plan and the 2002 Revised Business Plan) and
                           subject to Clause 23.3(e)(ii) amounts in respect of
                           any margin payable under the Management Agreement in
                           an amount not exceeding (A) US Dollars 700,000 or its
                           equivalent in the financial year ending 31 December
                           2002 and (B) in each financial year thereafter the
                           lesser of (Y) 50% of any direct costs payable under
                           the Management Agreement and (Z) US Dollars 700,000
                           or its equivalent;

                  (viii)   eighth, in payment, prior to the Second Amendment
                           Agreement Conditions Satisfaction Date, of any
                           amounts planned to be paid by the Borrower in the
                           immediately following 12 month period in respect of
                           capital expenditure to the Capital Expenditure
                           Reserve Account PROVIDED THAT any amounts standing to
                           the credit of such account on the Second Amendment
                           Agreement Conditions Satisfaction Date shall be paid
                           into the Proceeds and Revenues Accounts;

                  (ix)     ninth, in prepayment of the Facilities in accordance
                           with Clause 14.5 (Mandatory prepayments); and

                  (x)      tenth, in or towards any payment due and payable to
                           the Shareholders (including any interest payable on
                           any Subordinated Loans or other amounts payable under
                           the Management Agreement that have not been paid
                           pursuant to Clauses 23.3(d)(ii) or (vii) or any
                           prepayment pursuant to the Sponsor Subordinated Loan
                           Agreement #2) in an amount not to exceed 50% of the
                           Excess Cash Flow."

                                     - 37 -
<PAGE>

90.      Clause 23.3(e)(ii)(1) (Application of moneys on the Proceeds and
         Revenue Accounts) of the Original Facility Agreement is amended by
         deleting such clause in its entirety and replacing it with the
         following clause:

         "(1)     from the date of the First Amendment Agreement until 1 January
                  2005 such fees (the "SUBORDINATED MANAGEMENT FEES") may only
                  be paid, subject to Clause 23.3(e)(iii), in accordance with
                  paragraph (x) above and the obligations of the Borrower to pay
                  the Subordinated Management Fees outstanding between the date
                  of the First Amendment Agreement and 1 January 2005 shall be
                  converted into and treated as Subordinated Loans;"

91.      Clause 23.3(f) (Application of moneys on the Proceeds and Revenue
         Accounts) of the Original Facility Agreement is amended by deleting
         such clause in its entirety and replacing it with the following clause:

         "(f)     Payments by the Borrower from the Proceeds and Revenue
                  Accounts to the Shareholders pursuant to paragraph (d)(x)
                  above are permitted only:

                  (i)      from the expiry of the Availability Period of the
                           Euro Facility;

                  (ii)     subject to the absence of an Event of Default or
                           Potential Event of Default;

                  (iii)    upon provision of the most recent financial
                           statements required in accordance with Clause 21
                           (Reporting requirements) covering the relevant period
                           and showing a net profit before payments are made to
                           the Shareholders;

                  (iv)     upon the provision of a Covenant Compliance
                           Certificate confirming that the Borrower complies
                           with the financial covenants and other requirements
                           set out in the Covenant Compliance Certificate; and

                  (v)      within a period of ten (10) Business Days following a
                           Repayment Date of a Euro Facility Loan."

92.      Clause 23.7.1 (Capital Expenditure Reserve Account) of the Original
         Facility Agreement is amended by the adding the following words after
         the words " Utilisation Date" in the third line of such clause:

         "which shall remain open until the Second Amendment Agreement
         Conditions Satisfaction Date"

93.      Clause 23.8.2 (Loan Proceeds Account) of the Original Facility
         Agreement is amended by deleting such clause in its entirety and
         replacing it with the following clause:

         "23.8.2  The Borrower may withdraw amounts standing to the credit of
                  the Loan Proceeds Account PROVIDED THAT funds so withdrawn are
                  used:

                                     - 38 -
<PAGE>

                  (a)      to make payment in respect of Project Costs but in
                           the case of the proceeds of any Loans, excluding any
                           amounts payable to the Debt Service Reserve Account;
                           and

                  (b)      after giving effect to the conversion of Euro
                           18,500,000 of Existing WWIC Loans into Sponsors
                           Contributions and Euro 1,561,318.60 of Existing WWIC
                           Loans into Sponsors Unsecured Loans, to repay any
                           remaining Existing WWIC Loans which are outstanding
                           in respect of agreed Project Costs PROVIDED THAT:

                           (i)      such repayment is made from the proceeds of
                                    a Utilisation of the Commercial Facility;

                           (ii)     no Event of Default or Potential Event of
                                    Default will be caused by such repayment;

                           (iii)    no Cash Shortfall will be caused by such
                                    repayment;

                           (iv)     no breach of the financial covenants set out
                                    in Clause 22 (Financial covenants and
                                    network milestones) will be caused by such
                                    repayment;

                           (v)      interest shall be payable thereon at the
                                    rate set out in the Existing WWIC Loan
                                    Agreement; and

                           (vi)     the Borrower has obtained the prior written
                                    approval of the Off Shore Facility Agent,
                                    which will not be withheld if the Off Shore
                                    Facility Agent is satisfied that conditions
                                    set out in this paragraph (b) are met and
                                    the Off Shore Facility Agent has received:

                                    (1)     a certificate, in form and substance
                                            reasonably satisfactory to the Off
                                            Shore Facility Agent, signed by a
                                            director of the Borrower stating
                                            that the Existing WWIC Loans to be
                                            repaid were in respect of payments
                                            made for Project Costs; and

                                    (2)      evidence of payment of the Existing
                                             WWIC Loans to the Borrower and
                                             payment by the Borrower of the
                                             respective Project Costs; and

                  (c)      from the Second Amendment Agreement Effective Date,
                           in accordance with Clause 23.3(d)(i) to (vii)
                           (Application of moneys on the Proceeds and Revenue
                           Accounts) to fund amounts payable by the Borrower,
                           strictly in accordance with the terms of that
                           Clause."

                                     - 39 -
<PAGE>

94.      Clause 23.9.3(d) (Debt Service Reserve Account) of the Original
         Facility Agreement is amended by deleting such clause in its entirety
         and replacing it with the following clause:

         "(d)     Each Agent may assume:

                  (i)      for the purposes of calculating the Debt Service
                           Payments (other than in respect of principal
                           repayments) under the Facilities, the Hedging
                           Agreements and the Lucent Loan Agreement that:

                           (1)      interest will accrue for the following six
                                    (6) Month period under the relevant Facility
                                    and the Lucent Loan Agreement on principal
                                    outstanding at the rate of interest which
                                    applies on the relevant date of calculation
                                    (including the Applicable Margin thereunder
                                    at such time);

                           (2)      the principal outstanding under the
                                    Facilities and the Lucent Loan Agreement
                                    during the following six (6) Month period is
                                    the principal amount outstanding on the
                                    relevant date of calculation taking into
                                    account any repayments that are required to
                                    be made in such period pursuant to Clause 13
                                    (Repayment); and

                           (3)      until the Second Amendment Agreement
                                    Effective Date, any outstanding SIT Facility
                                    Loans on the relevant date of calculation
                                    will be refinanced with SIT Facility
                                    Rollover Loans;

                  (ii)     for the purposes of calculating the Debt Service
                           Payments under the Facilities, the Hedging Agreements
                           and the Lucent Loan Agreement in respect of principal
                           repayments that fall due over the following six (6)
                           Month period:

                           (1)      only those repayments and, in the case of
                                    the SIT Facility, reductions of the SIT
                                    Facility Commitment, required to be made
                                    under Clause 13 (Repayment) will be made;
                                    and

                           (2)      until the Second Amendment Agreement
                                    Effective Date, any outstanding SIT Facility
                                    Loans on the relevant date of calculation
                                    will be refinanced with SIT Facility
                                    Rollover Loans."

95.      Clause 23.9.4 (Debt Service Reserve Account) of the Original Facility
         Agreement is amended by deleting the words "(Contingent Equity)" in the
         fifth and sixth lines of such clause and replacing them with the words
         "(Additional Funding Obligations)".

96.      Clause 24.1(b) (Maintenance of legal validity) of the Original Facility
         Agreement is amended by adding the following words after the words
         "promptly apply for and" at the beginning of such clause:

                                     - 40 -
<PAGE>

         ", subject to Clause 21.7.1 (Building Permit Reports) and Clause
         24.18(b) and (c) (Real estate site leases and other contracts relating
         to the use of land),"

97.      Clause 24.2(a) (Authorisations to conduct business) of the Original
         Facility Agreement is amended by adding the following words after the
         words "Licence and" at the end of the second line of such clause:

         ",subject to Clause 21.7.1 (Building Permit Reports) and Clause 24.18
         (b) and (c) (Real estate site leases and other contracts relating to
         the use of land),"

98.      Clause 24.5 (Network) of the Original Facility Agreement is amended by
         deleting the words "in accordance with prudent industry practice" from
         the third and fourth lines of such clause and replacing them with the
         following words:

         "if a failure to do so might reasonably be expected to breach the terms
         of the Licence or impair or prejudice the Senior Creditors' rights
         under the Security Documents"

99.      Clause 24.6 (Insurance) of the Original Facility Agreement is amended
         by deleting such clause in its entirety and replacing it with the
         following clause:

         "24.6    INSURANCE

                  The Borrower shall give effect to the insurance requirements
                  set out in Schedule 11 (Insurance), as the same may be amended
                  from time to time with the consent of the Majority Banks."

100.     Clause 24.18 (Real estate site leases and other contracts relating to
         the use of land) of the Original Facility Agreement is amended by
         deleting such clause in its entirety and replacing it with the
         following clause:

         "24.18   REAL ESTATE SITE LEASES AND OTHER CONTRACTS RELATING TO THE
                  USE OF LAND

                  (a)      The Borrower shall exercise all of its rights and/or
                           options to extend the term of, and shall not exercise
                           any options to terminate, any of the real estate site
                           leases or other contracts relating to the use of land
                           unless it would not:

                           (i)      cause an interruption to the operation of
                                    the Network; or

                           (ii)     be necessary to the operation of the
                                    Project; and

                           (iii)    affect the Security created under the
                                    Security Documents.

                  (b)      The Borrower shall validly register at the competent
                           Slovenian land registry its rights of use and/or of
                           entry against the respective owner obtained according
                           to any real estate site lease upon which Material
                           Assets subject to the Asset and Licence Pledge and
                           Lease Contracts Assignment Agreement are situated
                           (except for the 13 real estate site leases entered
                           into with Electro Slovenia and its affiliates, RTV
                           and its

                                     - 41 -
<PAGE>

                           affiliates) within twenty (20) Months from the date
                           of the Second Amendment Agreement.

                  (c)      The Borrower shall use its best efforts to obtain the
                           consent of each of the owners of the land the subject
                           of the lease agreements which are the subject of the
                           Lease Agreement Assignments as soon as possible."

101.     Clause 24.22 (Bank accounts) of the Original Facility Agreement is
         amended by deleting such clause in its entirety and replacing it with
         the following clause:

         "24.22   BANK ACCOUNTS

                  Prior to the Second Amendment Agreement Effective Date, the
                  Borrower shall not open any bank accounts except:

                  (a)      as provided in this Agreement;

                  (b)      Permitted Accounts; or

                  (c)      with the prior written consent of the Off Shore
                           Facility Agent and subject to the Borrower's
                           compliance with any conditions attached thereto,

                  and thereafter, may open and use additional bank accounts
                  (after giving notice to the Off Shore Facility Agent of the
                  details thereof) PROVIDED THAT in each case such accounts are
                  held with an Original SIT Facility Bank and secured to the
                  satisfaction of the Off Shore Facility Agent and in the case
                  of accounts opened after the Second Amendment Agreement
                  Effective Date such accounts must be secured within 30 days
                  after opening by the Borrower."

102.     Clause 24.27(a)(i) (Amendments) of the Original Facility Agreement is
         amended by deleting such clause in its entirety and replacing it with
         the following clause:

         "(i)     such modification, substitution or amendment relates to the
                  same subject matter (and in the case of substitution such
                  Material Contract is substituted by another contract) and:

                  (1)      does not result in and is not reasonably expected to
                           have an adverse effect on the Borrower's obligations
                           under the Licence or cause a breach thereof;

                  (2)      does not and is not reasonably expected to impair or
                           prejudice the Senior Creditors' rights under the
                           Security Documents; and

                  (3)      does not and is not reasonably expected to have a
                           Material Adverse Effect."

103.     Clause 24.33 (UMTS and other licences) of the Original Facility
         Agreement is amended by deleting the final paragraph of such clause and
         replacing it with the following paragraph:

                                     - 42 -
<PAGE>

         "(c)     The Borrower shall 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."

104.     Clause 24.39 (Roaming) of the Original Facility Agreement is amended by
         adding the words "(as amended on 11 November 2002)" after the words "9
         November 2001" in the second line of such clause.

105.     Clause 25.1.1 (Non-payment) of the Original Facility Agreement is
         amended by adding the words "or a Sponsor on behalf of the Borrower"
         after the words "The Borrower" at the beginning of such clause.

106.     Clause 25.1.2(b) (Financial covenants and network milestones) of the
         Original Facility Agreement is amended by deleting such clause in its
         entirety and replacing it with the following clause:

         "(b)     No Event of Default under paragraph (a) above will occur if
                  failure to satisfy such requirement, if capable of remedy, is
                  remedied within 30 Business Days PROVIDED THAT in the event
                  that any of the requirements of Clause 22 (Financial covenants
                  and network milestones) (other than Clauses 22.2(a) and (b))
                  is not satisfied, then, in addition to any other actions that
                  may be taken to correct such failures, within five (5)
                  Business Days of delivery of the Covenant Compliance
                  Certificate, the Shareholders may, in addition to the
                  Sponsors' rights and obligations under the Sponsors' and
                  Shareholders' Undertaking and Completion Guarantee, cure such
                  failure to satisfy any such requirement by:

                  (i)      making Subordinated Loans and/or Equity Contributions
                           to the Borrower (PROVIDED THAT after the date of the
                           Second Amendment Agreement such contributions must be
                           Equity Contributions) which Subordinated Loans and/or
                           Equity Contributions shall be treated as having been
                           contributed on the last day of the relevant Quarter
                           and additional capital or revenues of the Borrower;

                  (ii)     after the Second Amendment Agreement Effective Date,
                           making equity contributions to any member of the
                           Group or Western Wireless International Corporation
                           receiving from Western Wireless International Holding
                           Corporation contributions or funding which shall be
                           treated (for the purposes of determining Consolidated
                           Tangible Net Worth) as having been made as at 31
                           December of the relevant Financial year; or

                  (iii)    making Equity Contributions and procure the
                           pre-repayment of Loans, in whole or part, and the
                           prepayment shall be considered to have been made as
                           at 31 December of the relevant financial year."

                                     - 43 -
<PAGE>

107.     Clauses 25.1.9(a), (b) and (c) (Insolvency proceedings) of the Original
         Facility Agreement are amended by deleting the words "the Borrower" in
         each such clause and replacing them with the words "a Debtor" in each
         such clause.

108.     Clause 25.1.10 (Litigation) of the Original Facility Agreement is
         amended by deleting the words "the Borrower" in the second and third
         lines of such clause and replacing them with the words "a Debtor".

109.     Clause 25.1.12 (Illegality) of the Original Facility Agreement is
         amended by deleting such clause in its entirety and replacing it with
         the following clause:

         "25.1.12 ILLEGALITY

                  At any time it is or becomes unlawful for a Debtor to perform
                  or comply with any of its material obligations under the
                  Finance Documents or any of the material obligations of that
                  Debtor hereunder (in the case of the Borrower) or thereunder
                  (in the case of a Debtor) are not or cease to be legal, valid
                  and binding."

110.     Clause 25.1.13 (Sponsors' and Shareholders' Undertaking and Completion
         Guarantee) of the Original Facility Agreement is amended by deleting
         the words "clauses 2 (Completion guarantee)" in the first and second
         lines of such clause and replacing them with the words "clauses 2
         (Guarantee)".

111.     Clause 27 (Role of the Agent and the Arranger) of the Original Facility
         Agreement is amended by adding the following clause after the end of
         Clause 27.16 (Deduction from amounts payable by the Agents) of such
         clause:

         "27.17   CALCULATION OF EURO EQUIVALENTS AMONG THE FINANCE PARTIES

                  For such time that there are Euro Facility Loans outstanding,
                  for the determination of any matter or the calculation of any
                  amounts vis-a-vis the Finance Parties any amount denominated
                  in any currency other than Euro shall be converted to the Euro
                  equivalent thereof at the spot rate of exchange quoted to the
                  Off Shore Facility Agent at or about 11:00 a.m. (Dusseldorf
                  time) as of such date which is reasonably determined by the
                  Off Shore Facility Agent."

112.     Clause 32.2(a) (Addresses) of the Original Facility Agreement is
         amended by deleting the fax details "+386 1 5801 109" in the "Fax" line
         of such clause and replacing it with the following fax details: "+386 1
         5801 011".

113.     Clause 32.2(c) (Addresses) of the Original Facility Agreement is
         amended by deleting the words "Andreas Nestel" in the 'Attention of'
         line of such clause and replacing them with the words "Dr. Peer
         Gunzel".

114.     Clause 32.2(d) (Addresses) of the Original Facility Agreement is
         amended by adding the contact details "or +386 1 476 5108" after the
         contact number "+386 1 520 7273" in the "Telephone" line of such
         clause.

                                     - 44 -
<PAGE>

115.     Clause 32.2(d) (Addresses) of the Original Facility Agreement is
         amended by deleting the words "or Mr. Bostjan Kovae" from the
         'Attention of' line of such clause and replacing it with the words "or
         Ms. Ida Menard".

116.     Schedule 1 (Commitments) of the Original Facility Agreement is amended
         by deleting such Schedule in its entirety and replacing it with the
         following schedule:

                                   "SCHEDULE 1

                                   COMMITMENTS

                                     PART I

                                  EURO FACILITY

<TABLE>
<CAPTION>
                                                          ECA FACILITY
                                                           COMMITMENT
                                  --------------------------------------------------------------
                                     ECA FACILITY          ECA FACILITY          ECA FACILITY             COMMERCIAL
                                       TRANCHE 1             TRANCHE 2             TRANCHE 3               FACILITY
FINANCIAL INSTITUTION                 COMMITMENT            COMMITMENT            COMMITMENT              COMMITMENT
------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                     <C>                  <C>                    <C>
IKB Deutsche Industriebank AG     Euro 13,038,702.76      Euro 586,864.81      Euro 1,204,405.24      Euro 11,180,000.00
------------------------------------------------------------------------------------------------------------------------
Kreditanstalt fur Wiederaufbau    Euro 14,311,045.58      Euro 644,132.26      Euro 1,321,933.52      Euro 11,180,000.00
------------------------------------------------------------------------------------------------------------------------
Raiffeisenlandesbank
Oberosterreich reg.Gen.m.b.H.     Euro  8,026,974.26      Euro 361,289.68      Euro   741,464.09      Euro  6,880,000.00
------------------------------------------------------------------------------------------------------------------------
HSH Nordbank AG                   Euro  7,074,582.98      Euro 318,423.08      Euro   653,490.23      Euro  6,420,000.00
------------------------------------------------------------------------------------------------------------------------
Hypo Alpe-Adria-Bank AG           Euro  2,198,032.14      Euro  98,932.21      Euro   203,035.65             None
------------------------------------------------------------------------------------------------------------------------
DEG - Deutsche Investitions -
und Entwicklungsgesellschaft
mbH                                      None                  None                   None            Euro     5,000,000
------------------------------------------------------------------------------------------------------------------------
AKA Ausfuhrkredit-
Gesellschaft m.b.H.               Euro  2,514,548.77      Euro 113,178.45      Euro   232,272.78      Euro  2,140,000.00
------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     - 45 -
<PAGE>

                                     PART II

                                  SIT FACILITY

<TABLE>
<CAPTION>
FINANCIAL INSTITUTION                                 SIT FACILITY COMMITMENT
-----------------------------------------------------------------------------
<S>                                                   <C>
Nova Ljubljanska Banka d.d., Ljubljana                SIT    3,400,000,000.00
-----------------------------------------------------------------------------
Hypo Alpe-Adria-Bank d.d.                             SIT    1,000,000,000.00
-----------------------------------------------------------------------------
</TABLE>

                                   SCHEDULE 1

                                    PART III

LOANS OUTSTANDING ON THE DATE OF THE SECOND AMENDMENT AGREEMENT AND PREPAYMENTS
TO BE MADE ON OR PRIOR TO THE SECOND AMENDMENT AGREEMENT CONDITIONS SATISFACTION
DATE*

<TABLE>
<CAPTION>
                                                                     COMMERCIAL
                                                ECA FACILITY          FACILITY       SIT FACILITY                 TOTAL
----------------------------------------------------------------------------------------------------------------------------
<S>               <C>                           <C>                <C>             <C>                         <C>
IKB               Amount outstanding             8,765,551.71       8,994,208.84                               17,759,760.55
                  before prepayments (EUR)
                  prepayment I (EUR)            -2,029,703.16      -2,082,649.76                               -4,112,352.92
                  prepayment II (USD)              -82,108.01         -84,249.88                                 -166,357.89
----------------------------------------------------------------------------------------------------------------------------

KfW               Amount outstanding             9,620,911.86       8,994,208.84                               18,615,120.70
                  before prepayments (EUR)
                  prepayment I (EUR)            -2,227,765.68      -2,082,649.76                               -4,310,415.44
                  prepayment II (USD)              -90,120.29         -84,249.88                                 -174,370.17
----------------------------------------------------------------------------------------------------------------------------

RLB               Amount outstanding             5,396,308.15       5,534,897.75                               10,931,205.90
                  before prepayments (EUR)
                  prepayment I (EUR)            -1,249,539.57      -1,281,630.62                               -2,531,170.19
                  prepayment II (USD)              -50,547.90         -51,846.07                                 -102,393.97
----------------------------------------------------------------------------------------------------------------------------

HSH Nordbank      Amount outstanding             4,756,042.38       5,164,831.91                                9,920,874.29
                  before prepayments (EUR)
                  prepayment I (EUR)            -1,101,283.13      -1,195,940.20                               -2,297,223.33
                  prepayment II (USD)              -44.550,45         -48,379.63                                  -92,930.08
----------------------------------------------------------------------------------------------------------------------------

AKA               Amount outstanding             1,690,460.13       1,721,610.64                                3,412,070.77
                  before prepayments (EUR)
                  prepayment I (EUR)              -391,433.70        -398,646.73                                 -790,080.43
                  prepayment II (USD)              -15,834.75         -16,126.54                                  -31,961.29
----------------------------------------------------------------------------------------------------------------------------

DEG               Amount outstanding                                4,022,454.75                                4,022,454.75
                  before prepayments (EUR)
                  prepayment I (EUR)                                 -931,417.60                                 -931,417.60
                  prepayment II (USD)                                 -37,678.85                                  -37,678.85
                  ----------------------------------------------------------------------------------------------------------

Hypo-Alpe Wien    Amount outstanding             1,477,674.94                                                   1,477,674.94
                  before prepayments (EUR)
                  prepayment I (EUR)              -342,162.32                                                    -342,162.32
                  prepayment II (USD)              -13,841.57                                                     -13,841.57
----------------------------------------------------------------------------------------------------------------------------

NLB               Amount outstanding                                               1,622,670,000.00             7,091,741.63
                  before
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     - 46 -
<PAGE>

<TABLE>
<CAPTION>
                                                                     COMMERCIAL
                                                ECA FACILITY          FACILITY       SIT FACILITY                 TOTAL
----------------------------------------------------------------------------------------------------------------------------
<S>               <C>                           <C>                <C>             <C>                     <C>
                  prepayments (SIT)
                  prepayment I (EUR)                                                  -1,642,124.86            -1,642,124.86
                  prepayment II (USD)                                                   -666,930.51              -666,930.51
----------------------------------------------------------------------------------------------------------------------------
Hypo-Alpe         Amount outstanding                                                 477,330,000.00             2,086,130.29
Slov,             before prepayments (SIT)
                  prepayment I (EUR)                                                    -483,052.91              -483,052.91
                  prepayment II (USD)                                                    -19,541.04               -19,541.04
----------------------------------------------------------------------------------------------------------------------------

Total             Amount outstanding                      EUR                EUR                SIT        EUR 75,317,033.82**
                  before prepayments            31,706,949.17      34,432,212.73   2,100,000,000.00
                  prepayment I (EUR)            -7,341,887.56      -7,972,934.67      -2,125,177.77           -17,440,000.00
                  prepayment II (USD)             -297,002.97        -322,530.85        -686,471.55            -1,306,005.37
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*        All amounts are indicative and for reference purposes only. Any amounts
         prepaid in USD shall be converted to the Euro equivalent thereof in
         accordance with Clause 1.2.1(d) (Construction) and any amounts to be
         prepaid in SIT shall be converted from Euro to SIT at the rate of
         exchange quoted by the On Shore Facility Agent to the Off Shore
         Facility Agent on or prior to the relevant conversion date.

**       In relation to outstandings under the SIT Facility, the applied
         exchange rate is the applicable exchange rate as at the date of each
         drawdown of the SIT Facility."

117.     Schedule 2 (Repayment Dates) of the Original Facility Agreement is
         amended by deleting such Schedule in its entirety and replacing it with
         the following schedule:

                                   SCHEDULE 2

                                 REPAYMENT DATES

Up to but excluding the Second Amendment Agreement Conditions Satisfaction Date
the Repayment Dates shall be:

<TABLE>
<CAPTION>
REPAYMENT DATE /
REDUCTION DATE            ECA FACILITY          COMMERCIAL FACILITY        SIT FACILITY
---------------------------------------------------------------------------------------
<S>                       <C>                   <C>                        <C>
   30.05.2004                 1.25%                    0.00%
---------------------------------------------------------------------------------------
   30.11.2004                 1.25%                    0.00%
---------------------------------------------------------------------------------------
   30.05.2005                 5.75%                    5.75%
---------------------------------------------------------------------------------------
   30.11.2005                 5.75%                    5.75%                   5.00%
---------------------------------------------------------------------------------------
   30.05.2006                 8.00%                    8.00%
---------------------------------------------------------------------------------------
   30.11.2006                 8.00%                    8.00%                   5.00%
---------------------------------------------------------------------------------------
   30.05.2007                10.00%                   12.50%
---------------------------------------------------------------------------------------
   30.11.2007                10.00%                   12.50%                  10.00%
---------------------------------------------------------------------------------------
   30.05.2008                12.00%                   12.50%
---------------------------------------------------------------------------------------
   30.11.2008                12.00%                   12.50%                  20.00%
---------------------------------------------------------------------------------------
</TABLE>

                                     - 47 -
<PAGE>

<TABLE>
<CAPTION>
REPAYMENT DATE /
REDUCTION DATE            ECA FACILITY          COMMERCIAL FACILITY        SIT FACILITY
---------------------------------------------------------------------------------------
<S>                       <C>                   <C>                        <C>
  30.05.2009                  13.00%                   14.00%                   20.00%
---------------------------------------------------------------------------------------
  30.11.2009                  13.00%                    8.50%                   40.00%
---------------------------------------------------------------------------------------
     TOTAL                   100.00%                  100.00%                  100.00%
---------------------------------------------------------------------------------------
</TABLE>

From and including the Second Amendment Agreement Conditions Satisfaction Date
the Repayment Dates shall be:

<TABLE>
<CAPTION>
REPAYMENT DATE /
REDUCTION DATE            ECA FACILITY          COMMERCIAL FACILITY        SIT FACILITY
---------------------------------------------------------------------------------------
<S>                       <C>                   <C>                        <C>
30 May 2004                    1.64%                    0.00%
---------------------------------------------------------------------------------------
30 November 2004               1.64%                    0.00%
---------------------------------------------------------------------------------------
30 May 2005                    7.55%                    7.55%
---------------------------------------------------------------------------------------
30 November 2005               7.55%                    7.55%                   7.09%
---------------------------------------------------------------------------------------
30 May 2006                   10.50%                   10.50%
---------------------------------------------------------------------------------------
30 November 2006              10.50%                   10.50%                   7.09%
---------------------------------------------------------------------------------------
30 May 2007                   13.13%                   16.41%
---------------------------------------------------------------------------------------
30 November 2007              13.13%                   16.41%                  14.17%
---------------------------------------------------------------------------------------
30 May 2008                   15.76%                   16.41%
---------------------------------------------------------------------------------------
30 November 2008              15.76%                   14.67%                  28.35%
---------------------------------------------------------------------------------------
30 May 2009                    2.84%                    0.00%                  28.35%
---------------------------------------------------------------------------------------
30 November 2009               0.00%                    0.00%                  14.95%
---------------------------------------------------------------------------------------
          TOTAL              100.00%                  100.00%                 100.00%
---------------------------------------------------------------------------------------
</TABLE>

118.     Schedule 8 (Form of letter of confirmation) of the Original Facility
         Agreement is amended by deleting the words "FORM OF LETTER OF
         CONFIRMATION" from the heading of such Schedule and replacing them with
         the words "FORM OF LETTER OF CONFIRMATION".

119.     Schedule 9 (Security Documents - Conditions Precedent and Conditions
         Subsequent) of the Original Facility Agreement is amended by deleting
         the section headed 'On Shore Security Documents' in its entirety and
         replacing it with the following section:

                                     - 48 -
<PAGE>

                           ON SHORE SECURITY DOCUMENTS

<TABLE>
<CAPTION>
                                                                       STEPS FOR PERFECTION
------------------------------------------------------------------------------------------------------------------------------
    DOCUMENT        SECURED ASSETS         CONDITION PRECEDENT TO DRAWDOWN                      CONDITION SUBSEQUENT
------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                  <C>                                           <C>
ASSET AND         Pledged Equipment    -        Execution of Asset Pledge,
LICENCE PLEDGE                                  Licence Transfer, Licence
AND LEASE                                       Pledge and Lease Contracts
CONTRACTS                                       Assignment Agreement
ASSIGNMENT
AGREEMENT

------------------------------------------------------------------------------------------------------------------------------
                                       -        Execution of notarial deed in
                                                respect of Pledged Equipment

------------------------------------------------------------------------------------------------------------------------------
                                       -        Provide Schedule 1, 2 & 3 to         -        Competent court officer must
                                                the Asset and Licence Pledge                  take record of the pledged
                                                and Lease Contracts                           assets, make lists of pledged
                                                Assignment Agreement -                        assets per site and mark the
                                                provide missing addresses of                  pledged assets by putting
                                                sites and relevant court                      stickers on them (Court officer
                                                districts, as well as modify                  when visiting sites to be
                                                designation (description) of                  accompanied by WWI technical
                                                certain items (confirmed by                   staff) Borrower shall have
                                                Sami Ali and N. Selih)                        achieved 50% after 6 months
                                                                                              following the date of signing
                                                                                              of the Facility Agreement

------------------------------------------------------------------------------------------------------------------------------
                                                                                     -        Within 9 months of signing of
                                                                                              the Facility Agreement, On Shore
                                                                                              Security Agent to check
                                                                                              conformity of Schedule 1 with
                                                                                              the lists issued by the court;
                                                                                              Nina Selih to give notice of
                                                                                              receipt of the list

------------------------------------------------------------------------------------------------------------------------------
                                       -        Application by Selih for
                                                registration of the Asset Pledge
                                                in respect of the Pledged
                                                Equipment with the competent
                                                court (depending on where each
                                                asset is located)

------------------------------------------------------------------------------------------------------------------------------
                                       -        Pay notary fees and
                                                application fees for
                                                registration, Nina Selih to
                                                advise Steven Fast of bank
                                                account for fee to be paid
                                                into, Steven Fast to provide
                                                proof of payment (e.g. bank
                                                statement)

------------------------------------------------------------------------------------------------------------------------------
                                       -        Copies of the building
                                                permits for sites on which
                                                Pledged Equipment is situated

------------------------------------------------------------------------------------------------------------------------------
                  Pledged Equipment                                                  -        1 month after first drawdown,
                  II and                                                                      under the Commercial Facility,
                  Substitution                                                                confirm to On Shore Security
                  Equipment                                                                   Agent that title in respect of
                                                                                              Pledged Equipment II has passed

------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     - 49 -
<PAGE>

<TABLE>
<CAPTION>
DOCUMENT          SECURED ASSETS                                          STEPS FOR PERFECTION
------------------------------------------------------------------------------------------------------------------------------------
                                          CONDITION PRECEDENT TO DRAWDOWN                 CONDITION SUBSEQUENT
<S>               <C>                  <C>                                      <C>
                                                                                -         So long as any building permits are
                                                                                          outstanding, provide to the On Shore
                                                                                          Security Agent (i) prior to the Second
                                                                                          Amendment Agreement Conditions
                                                                                          Satisfaction Date, 10 Business Days after
                                                                                          the end of each Month, and (ii)
                                                                                          thereafter, 10 Business Days after the
                                                                                          last day of each Quarter a list with those
                                                                                          of the 41 sites for which a building
                                                                                          permit has been issued.

                                                                                -         Within 2 months from the date of issue of
                                                                                          the last building permit in respect of the
                                                                                          41 sites, execution of notarial deed in
                                                                                          respect of Pledged Equipment II and any
                                                                                          Substitution Equipment, if applicable

                                                                                -         Within 1 month from the date of the
                                                                                          notarial deed referred to above, filing of
                                                                                          application of Pledged Equipment II and
                                                                                          any Substitution Equipment, if applicable


                                                                                -         Pay notary fees and application fees for
                                                                                          registration, Nina Selih to advise Steven
                                                                                          Fast of bank account for fee to be paid
                                                                                          into, Steven Fast to provide proof of
                                                                                          payment (e.g. bank statement)

                                                                                -         Within 4 months of the filing of the
                                                                                          application, competent court officer must
                                                                                          take record of the Pledged Equipment II,
                                                                                          make a list of pledged assets per site and
                                                                                          mark the pledged assets by putting
                                                                                          stickers on them

                                                                                -         Within 4 months of the filing of the
                                                                                          application, On Shore Security Agent to
                                                                                          check conformity of Schedule 2 with the
                                                                                          lists issued by the court; Nina Selih to
                                                                                          give notice of receipt of the list

                  Licence              -        Copy of concession              -         Within 5 business days of issue of
                                                                                          licence, inform On Shore and Off Shore
                                                                                          Security Agent and send copy

                                       -        Copy of application / bid       -         Within 2 months after issue of licence,
                                                                                          enter into the contractual pledge (as
                                                                                          attached as a Schedule to Asset Pledge)

                                       -        Certificate that as of the      -         Borrower to sign Power of Attorney as set
                                                date of signing of the                    out in Schedule 10 (once licence granted)
                                                Facility Agreement no
                                                change/amendment of/to the
                                                Concession Agreement has
                                                been made
</TABLE>

                                     - 50 -

<PAGE>

<TABLE>
<CAPTION>
DOCUMENT          SECURED ASSETS                                          STEPS FOR PERFECTION
------------------------------------------------------------------------------------------------------------------------------------
                                          CONDITION PRECEDENT TO DRAWDOWN                 CONDITION SUBSEQUENT
<S>               <C>                  <C>                                      <C>

                  Leases               -        Evidence of filing of the       -         Borrower to use best efforts to provide
                                                applications for the                      originals of consent letter from Landlords
                                                registration of the 40 lease              I, II and Substitution Landlords
                                                site agreements (except for               confirming the consent to the conditional
                                                the 13 leases entered with                assignment
                                                Elektro Slovenia and its
                                                affiliates and RTV and its
                                                affiliates) with the
                                                competent courts in
                                                accordance with Clauses
                                                11.4(f) and 12.4(b) of the
                                                Asset and Licence Pledge and
                                                Lease Contracts Assignment;
                                                Agreement

                                       -        Copies of Leases I and II and
                                                Substitution Lease (as
                                                applicable)

                                                                                -         File for registration of Substitution
                                                                                          Leases (applicable only in case of
                                                                                          substitution pledge) and, where
                                                                                          applicable, provide the consent of the
                                                                                          relevant Substitution Landlords to the
                                                                                          Substitution Assignment within 2 Months
                                                                                          from the date of receipt of the last
                                                                                          building permit in respect of the 41 sites

                                                                                -         Inform the On Shore Security Agent
                                                                                          immediately of rejection of filed
                                                                                          applications for registration of the
                                                                                          relevant leases in respect of the 41 site
                                                                                          leases (except for the 13 site leases
                                                                                          entered with Elektro Slovenia and its
                                                                                          affiliates and RTV and its affiliates) (eg
                                                                                          where building permit missing) after
                                                                                          becoming aware of such rejection and of
                                                                                          refilling of the application

                                                                                -         Within 20 Months from the date of signing
                                                                                          of the Second Amendment Agreement,
                                                                                          register the relevant leases in respect of
                                                                                          the 41 site leases (with the exception of
                                                                                          the 13 site leases entered with Elektro
                                                                                          Slovenia and its affiliates and RTV and
                                                                                          its affiliates) with the Land Registers

BORROWER'S        Shares               -        Execution of agreement          -         Within 2 Months from the date of the
SHARE PLEDGE                                                                              signing of the Facility Agreement,
AGREEMENT                                                                                 register the share pledge with the
                                                                                          Register of Commercial Companies (there
                                                                                          must be an obligation for the Borrower in
                                                                                          the Facility Agreement to provide
                                                                                          evidence for such registration)
</TABLE>

                                     - 51 -
<PAGE>

<TABLE>
<CAPTION>
DOCUMENT          SECURED ASSETS                                          STEPS FOR PERFECTION
------------------------------------------------------------------------------------------------------------------------------------
                                          CONDITION PRECEDENT TO DRAWDOWN                 CONDITION SUBSEQUENT
<S>               <C>                  <C>                                      <C>
                                       -        Execution of notarial deed in   -         Provide evidence of registration within 9
                                                respect of pledged equipment              Months from the date of signing of the
                                                                                          Facility Agreement

                                       -        Submission to the competent
                                                court in Ljubljana of the
                                                application for the
                                                registration of the share
                                                pledge with the Register of
                                                Commercial Companies

                                       -        Pay notary fees and
                                                application fees for
                                                registration of the pledge,
                                                Nina Selih to advise Steven
                                                Fast of bank account for fee
                                                to be paid into, Steven Fast
                                                to provide proof of payment
                                                (e.g. bank statement) and the
                                                escrow agreement relating to
                                                the holding of such envelope

TRADEMARK         Trademarks           -        Execution of agreement          -         Within 9 months from signing of the
PLEDGE                                                                                    Facility Agreement, provide evidence of
AGREEMENT                                                                                 registration of the TM Pledge by the
                                                                                          PATENT Office

                                       -        Withdraw 2 outstanding
                                                applications for registration
                                                of the trademarks "EHO" and
                                                "VIVA" and provide to the On
                                                Shore Security Agent evidence
                                                of such withdrawal at the
                                                latest 10 Business Days before
                                                it makes the first Utilisation
                                                Request under the Facility
                                                Agreement

                                       -        Borrower's consent to
                                                registration of the pledge
                                                (Schedule 5)

                                       -        Submission to the Patent
                                                Office of application to
                                                register the TM Pledge

                                       -        Pay notary fees and
                                                application fees for
                                                registration, Nina Selih to
                                                advise Steven Fast of bank
                                                account for fee to be paid
                                                into, Steven Fast to provide
                                                proof of payment (e.g. bank
                                                statement)

SOFTWARE          Oracle Software      -        Execution of agreement
LICENSE           License Agreement
ASSIGNMENT
AGREEMENT

                                       -        Schedule 2 - Copy of Deed of
                                                Consent and Waiver

                                       -        Schedule 1 (Oracle License
                                                Agreement)
</TABLE>

                                     - 52 -
<PAGE>

<TABLE>
<CAPTION>
DOCUMENT          SECURED ASSETS                                          STEPS FOR PERFECTION
------------------------------------------------------------------------------------------------------------------------------------
                                          CONDITION PRECEDENT TO DRAWDOWN                 CONDITION SUBSEQUENT
<S>               <C>                  <C>                                                <C>
ASSIGNMENT OF     Receivables          -        Signing of agreement
RECEIVABLES AS
SECURITY AND
ASSIGNMENT OF
INSURANCE
POLICIES
AGREEMENT

                                       -        Borrower to provide Schedule 1
                                                complete information

                                       -        Sealed Envelope (containing
                                                details of all subscribers
                                                (natural persons) must be
                                                submitted to the notary,
                                                identified in the Assignment
                                                of Receivables as Security and
                                                Assignment of Insurance
                                                Policies Agreement

                  Insurance            -        Copies of the insurance
                                                policies as required under
                                                the Facility Agreement

                                       -        Original vinculation
                                                certificates

                                       -        Borrower to provide Schedule 2
                                                (list of insurances, amounts,
                                                claims)

CLAIMS            Claims               -        Signing of agreement
ASSIGNMENT AND
BILLS of
EXCHANGE
AGREEMENT

                                       -        Notarised copies of account
                                                agreements (NLB + Hypo
                                                Alpe-Adria Bank) must be
                                                submitted to the Off Shore
                                                Facility Agent

                                       -        Acknowledgement by NLB and
                                                Hypo Alpe-Adria Bank

                                       -        Schedule 1 (account details)

                  Bills of Exchange    -        Provide set of 10 bills of
                                                exchange duly signed and
                                                filled in only with the date
                                                of issuance (Schedule 5)

                                       -        Confirmation by holders of
                                                bills of exchange that they
                                                will inform NLB at the latest
                                                5 Business Days before
                                                presenting any bills of
                                                exchange to NLB
</TABLE>

120.     Schedule 9 (Security Documents - Conditions Precedent and Conditions
         Subsequent) of the Original Facility Agreement is amended by deleting
         the section headed 'Substitution

                                     - 53 -
<PAGE>

         Conditions Subsequent For On Shore Security Documents' and replacing it
         with the following section:

            SUBSTITUTION CONDITIONS SUBSEQUENT FOR ON SHORE SECURITY
                                    DOCUMENTS

         In case under Slovenian law moveable assets may validly be pledged by
         registering the respective assets with an official register the
         following conditions subsequent shall, at the request of the Off Shore
         Security Agent, replace the conditions subsequent for the secured
         Assets "Pledged Equipment II and Substitution Equipment" under the
         Asset and Licence Pledge and Lease Contracts Assignment Agreement set
         out above in the table "On Shore Security Documents" in the column
         "Conditions Subsequent" and for such purpose the Borrower shall enter
         into all necessary documentation to give effect hereto.

<TABLE>
<CAPTION>
DOCUMENT          SECURED ASSETS                                          STEPS FOR PERFECTION
------------------------------------------------------------------------------------------------------------------------------------
                                          CONDITION PRECEDENT TO DRAWDOWN                 CONDITION SUBSEQUENT
<S>               <C>                     <C>                                  <C>
ASSET AND         Pledged Equipment                                            -          1 month after first drawdown, under the
LICENCE PLEDGE    II and                                                                  Commercial Facility, confirm to On Shore
AND LEASE         Substitution                                                            Security Agent that title in respect of
CONTRACTS         Equipment                                                               Pledged Equipment II has passed
ASSIGNMENT
AGREEMENT

                                                                                -         So long as any building permits are
                                                                                          outstanding, provide to the On Shore
                                                                                          Security Agent (i) prior to the Second
                                                                                          Amendment Agreement Conditions
                                                                                          Satisfaction Date, 10 Business Days after
                                                                                          the end of each Month, and (ii)
                                                                                          thereafter, 10 Business Days after the
                                                                                          last day of each Quarter a list with those
                                                                                          of the 41 sites for which a building
                                                                                          permit has been issued.

                                                                                -         Within 10 months after the Second
                                                                                          Amendment Agreement Conditions
                                                                                          Satisfaction Date execution of notarial
                                                                                          deed in respect of Pledged Equipment II
                                                                                          and any Substitution Equipment, if
                                                                                          applicable

                                                                                -         Within 7 months after establishment of the
                                                                                          Slovenian Official Register of the Pledged
                                                                                          Moveables and Pledges (Uradni Registar
                                                                                          Zarubljenih Premicnin in Zastavnih Pravic)
                                                                                          filing of application for registration of
                                                                                          Pledged Equipment II and any Substitution
                                                                                          Equipment, if applicable and provision of
                                                                                          evidence of such filing to Nina Selih

                                                                                -         Pay notary fees, Nina Selih to advise
                                                                                          Steven Fast of bank account for fee to be
                                                                                          paid into, Steven Fast to provide proof of
                                                                                          payment (e.g. bank statement)
</TABLE>

                                     - 54 -
<PAGE>

121.     Paragraph 2(a) of Schedule 10 (Form of Transfer Certificates) of the
         Original Facility Agreement is amended by deleting such paragraph in
         its entirety and replacing it with the following paragraph:

         "(a)     The Existing Bank and the New Bank agree to the Existing Bank
                  transferring to the New Bank [all or part] of the Existing
                  Bank's Commitment, referred to in the Schedule hereto together
                  with all corresponding rights and obligations under or in
                  connection with the Finance Documents in accordance with
                  Clause 26.5 (Procedure for transfer)."

122.     Paragraph 5 of Schedule 10 (Form of Transfer Certificates) of the
         Original Facility Agreement is amended by deleting such paragraph in
         its entirety and replacing it with the following paragraph:

         "5.      In respect of:

                  (a)      the transfer of the Existing Bank's Commitment
                           pursuant to paragraph 2 hereof the Existing Bank
                           herby transfers in favour of the New Bank an interest
                           in the Relevant Security Documents set out below, the
                           exact percentage of which is equal to the proportion
                           of the claims (from time to time) of the New Bank
                           against the Borrower under the Facility Agreement to
                           the aggregate amount of all claims (from time to
                           time) of the Senior Creditors against the Borrower
                           under the Facility Agreement, Lucent Loan Agreement
                           and the Hedging Agreement (as summarised in the
                           Summarised Hedging Agreement attached as Schedule to
                           each Relevant Security Document), the amounts of such
                           claims to be determined in an enforcement situation):

                           (i)      the Borrower's Share Pledge Agreement;

                           (ii)     the Asset and Licence Pledge and Lease
                                    Contracts Assignment Agreement;

                           (iii)    the Claims Assignment and Bills of Exchange
                                    Agreement;

                           (iv)     the Assignment of Receivables as Security
                                    and Assignment of Insurance Policies
                                    Agreement;

                           (v)      the Licence Pledge Agreement;

                           (vi)     the Trademark Pledge Agreement; and

                           (vii)    the Oracle Software Assignment Agreement

                           (together the "RELEVANT SECURITY DOCUMENTS");

                           [UPDATE WHERE APPROPRIATE]

                                     - 55 -
<PAGE>

                  (b)      the transfer relating to the interest in:

                           (i)      the movable assets specified in notarial
                                    deed no.: SV1314/02

                           (ii)     and the shares specified in notarial deed
                                    no.: SV1315/02

                           both made on June 11, 2002 by the Notary Miro Kosak,
                           Ljubljana, the Existing Bank hereby assents to and
                           permits the registration of such transfer in favour
                           of the New Bank in relevant court register(s) in
                           Slovenia. The New Bank may apply to the competent
                           court registrar for the registration of the transfer
                           from the Existing Bank to the New Bank in accordance
                           with this Transfer Certificate.

                           [UPDATE WHERE APPROPRIATE]"

123.     Schedule 11(Insurance) of the Original Facility Agreement is amended by
         deleting such Schedule in its entirety and replacing it with the
         following schedule:

                                  "SCHEDULE 11
                                    INSURANCE

         The Borrower shall comply with the insurance policies in force at the
         date of this Agreement and shall enter into, perform and execute the
         following insurance requirements as such requirements may be amended
         from time to time with the consent of the Majority Banks. Each bank may
         prior to consenting to any amendment of the insurance requirements
         (Schedule), request always through the Offshore Facility Agent, an
         opinion of an independent insurance advisor.

INSURANCE REQUIREMENTS

<TABLE>
<CAPTION>
                                                                                   page
<S>      <C>                                                                       <C>
A.       ERECTION PHASE INSURANCES

1.       Erection All Risk                                                            3

2.       Marine Cargo                                                                 6

3.       Third Party Liability Insurance                                              9

B.       OPERATING PHASE INSURANCES

1.       Property All Risks                                                          11

2.       Business Interruption                                                       12

3.       Third Party Liability                                                       14

4.       Marine                                                                      15

5.       Directors & Officers Liability                                              16
</TABLE>

                                     - 56 -
<PAGE>

<TABLE>
<S>      <C>                                                                         <C>
C.       OTHER INSURANCES

1.       Automobile Third Party Liability and Own Damage Liability                   17

2.       Personal Accident & Travel                                                  17

3.       Fidelity Guarantee/Crime                                                    17
</TABLE>

A. ERECTION PHASE INSURANCES

THE INTENT OF AN ERECTION PHASE INSURANCE IS TO INSURE EVERYTHING THAT IS
DESTINED TO BE PART OF THE FINISHED PROJECT. COVERAGE IS GRANTED DURING THE
PERIOD OF ERECTION AND TESTING. THE INSURANCE COVER SHOULD START WHEN THE
PROPERTY BECOMES AT THE RISK OF THE INSURED (USUALLY UNLOADING AT THE SITE OF
ERECTION) AND SHOULD BASICALLY CONTINUE UNTIL THE PROJECT IS COMPLETED AND
ACCEPTED BY THE OWNER. THE ERECTION PHASE INSURANCE IS THEN TO BE REPLACED BY AN
OPERATING PHASE INSURANCE.

1.       ERECTION ALL RISKS

INSURED:                  (a)       The Borrower;

CO-INSURED INTERESTS:     (b)       the Consortium, Construction Manager, and/or
                                    associated/affiliated companies and/or
                                    sub-contractors and/or co-contractors;

                          (c)       Engineering consultants and/or vendors
                                    and/or suppliers and/or other parties to the
                                    extent required by contract but only in
                                    respect of Project site activities;

                          (d)       the Senior Creditors

DESCRIPTION OF PROJECT:   The design, development, financing, engineering,
                          procurement and construction/ erection, installation,
                          testing, commissioning, ownership, completion,
                          operation and maintenance of a mobile network and
                          connected facilities.

LOCATION OF PROJECT:      The Project site and all related buildings and
                          equipment and all related ancillary and temporary
                          works whether on or off site and inland transit and
                          storage.

DESCRIPTION OF COVER:     Physical loss, destruction or damage to the erection
                          works to be undertaken in terms of the

                                     - 57 -
<PAGE>

                          project (being all works in connection with the
                          design, development, engineering, procurement,
                          construction, testing, commissioning and defects
                          liability period of the mobile network including all
                          preliminary works (including enabling and associated
                          works and site mobilisation and establishment) and
                          interconnection work, permanent and temporary works
                          erected or in the course of erection and all
                          materials and other things for incorporation therein,
                          including property of every kind and description
                          belonging to or in the care, custody or control of
                          the Insured or held by them in trust or on commission
                          or for which they are responsible, including but not
                          limited to machinery, apparatus, materials,
                          equipment, temporary structures and supplies (but not
                          including employees construction plant, tools and
                          equipment and personal effects, Project site
                          accommodation unless forming part of the permanent
                          works and contents), including free issue items used
                          in connection with the Project or intended for
                          incorporation therein and the spares inventory and
                          fuel in storage to be included in the Project and
                          ancillary works.)

PERIOD:                   From the commencement date until the inception date
                          of provisional acceptance plus 24 months visit
                          maintenance of each project.

CONDITIONS:               Policy to include inter alia:

                          (a)       interim settlements;

                          (b)       professional fees;

                          (c)       removal to place of safety;

                          (d)       reinstatement of sum insured - no additional
                                    premium;

                          (e)       expediting expenses;

                          (f)       removal of debris 3 % of sums insured,
                                    minimum US$ 250.000,- any one occurrence;

                          (g)       offsite storage & inland transit;

                                     - 58 -
<PAGE>

                          (h)       documents and data;

                          (i)       escalation clause - 115% of the total sum
                                    insured;

                          (j)       consecutive events (deductible) - 72 hours
                                    clause;

                          (k)       testing and commissioning, start-up and
                                    operational reliability running;

                          (l)       50/50 clause;

                          (m)       sue and labour;

                          (n)       public authorities clause for sites with
                                    building permits;

                          (o)       defective design clause incl. damage due to
                                    faulty design, faulty material and faulty
                                    workmanship;

                          (p)       strikes, riots and civil commotion;

                          (q)       hazard risks;

                          (r)       customs duties

                          (s)       non-contribution from other insurance;

                          (t)       existing and neighbouring objects

                          (u)       banks clauses

DEDUCTIBLES:              Not to exceed US$ 5,000 each and every loss

SUM INSURED:              Full contract value of each project incl. all
                          shipments. Current sums insured of US$ 15,000,000 as
                          to be increased from time to time should construction
                          costs or owner works in aggregate exceed the amount
                          which would be provided by operation of the
                          escalation clause or such other amounts as would be
                          required for full reinstatement of the Project.

2.       MARINE CARGO

A MARINE COVER CAN BE PROVIDED BY THE HAULIER/CONSTRUCTION COMPANY OR
BY AN OWN INSURANCE POLICY. HOWEVER THE FOLLOWING ISSUES SHOULD BE
GRANTED.

                                     - 59 -
<PAGE>

INSURED:                  As per Insured for Paragraph 1 of this Part A.

CO-INSURED INTERESTS:     As per co-Insured for Paragraph 1 of this Part A.

DESCRIPTION OF COVER:     Coverage will extend to all risks of direct physical
                          loss or damage to materials, supplies, equipment,
                          machinery, spares and goods required for the Project.
                          Coverage to be arranged on an open cover basis, for
                          all risks covering all transport requirements for the
                          period from the suppliers' premises to arrival at the
                          Project site and return transits to supplier's
                          premises and/or easements and includes, for the
                          avoidance of doubt, unloading and reloading at
                          temporary locations and transhipment to the Project
                          site and/or easements.

SUM INSURED:              Being the expected maximum value of the largest
                          single consignment/shipment plus 10% for CIF at least
                          US$ 2,500,000.

PERIOD:                   From the date of the despatch of the first
                          consignment until completion of unloading of the last
                          consignment at the Project site and/or easements and
                          any return transit incl. maintenance.

DEDUCTIBLES:              Not exceeding US$ 5,000 each and every loss or series
                          of losses consequent upon one event.

PRINCIPAL EXTENSIONS:     (a)       all forms of air, sea and land conveyances
                                    to be covered; and

                          (b)       automatic cover, subject to declaration of
                                    values for premium purposes.

PRINCIPAL CONDITIONS:     (a)       all risks of physical loss or damage as per
                                    institute clauses or equivalent;

                          (b)       institute war clauses (cargo, air cargo) or
                                    equivalent;

                          (c)       institute strikes clause (cargo, air cargo)
                                    or equivalent;

                          (d)       institute classification clause, replacement
                                    clause;

                          (e)       debris removal clause;

                                     - 60 -
<PAGE>

                          (f)       50/50 clause;

                          (g)       offsite storage, intermediate storage;

                          (h)       non contribution from other insurance;

                          (i)       subrogation waiver; and

                          (j)       bank clauses (loss payee clause, assignment
                                    clause).

PRINCIPAL EXCLUSIONS:     (a)       excluding rust, oxidation, discoloration and
                                    costs of chipping, scratching and
                                    repainting/coating except where
                                    plant/machinery is packed/shipped using
                                    approved specifications; and

                          (b)       excluding electrical and mechanical
                                    derangement unless caused by an insured
                                    peril.

3.       THIRD PARTY LIABILITY INSURANCE

INSURED:                  As per Insured for Paragraph 1 of this Part A
                          together within each case, each of such party's
                          servants, agents, officers, employees, secondees and
                          assigns.

CO-INSURED INTERESTS:     As per co-Insured for Paragraph 1 of this Part A
                          together within each case, each of such party's
                          servants, agents, officers, employees, seconds and
                          assigns.

LIMIT OF INDEMNITY:       At least US$ 2,500,000 per occurrence or series of
                          occurrences, during the period of insurance (same
                          limit as per the general liability insurance).

DESCRIPTION OF COVER:     Indemnity in respect of all sums which the Insured
                          shall become legally liable to pay to third parties
                          arising out of the project in respect of:

                          (a)       accidental death of, or accidental bodily
                                    injury to, illness or disease contracted by,
                                    any person (the term "bodily injury" shall
                                    be deemed to include mental injury,
                                    defamation, libel and slander); and

                                     - 61 -
<PAGE>

                          (b)       accidental loss or damage to property
                                    including but not limited to loss of use,
                                    interference with any easement, right of
                                    air, light or water, stoppage of traffic,
                                    nuisance, trespass, loss of amenities,
                                    destruction, obstruction or any like cause.

GEOGRAPHICAL SCOPE:       Slovenia / Worldwide for business travel

PERIOD:                   From the Commencement Date until the Commercial
                          Operations Date, plus maintenance period.

DEDUCTIBLES:              US$ 1,000 (or local currency equivalent) per
                          occurrence

PRINCIPAL EXCLUSIONS:     (a)       liability arising in circumstances requiring
                                    insurances under applicable road traffic
                                    legislation other than constructional plant
                                    as a tool of trade;

                          (b)       liability arising under penalty or
                                    liquidated damages clauses;

                          (c)       liability for loss or damage to the contract
                                    works prior to the Commercial Operations
                                    Date; and

                          (d)       liability arising from aircraft or
                                    watercraft.

PRINCIPAL EXTENSIONS:     (a)       employers liability;

                          (b)       cross liabilities clause (thereby ensuring
                                    each Insured is considered as a separate
                                    legal entity);

                          (c)       expenses, legal fees, defence costs in
                                    addition to the sum insured;

                          (d)       Europewide jurisdiction; and

                          (e)       banks' clauses (loss payee clause,
                                    assignment clause)

                                     - 62 -
<PAGE>

B.       OPERATING PHASE INSURANCES

         The operating phase insurances intend to cover everything in connection
         with the operation. They start with the operation date and should
         replace the erection phase insurances for finished projects or parts of
         the projects.

         Operating phase insurances are usually issued for one year period with
         automatic prolongation.

1.       PROPERTY ALL RISK INCLUDING BUT NOT LIMITED TO:

                          -         FLEXA (Fire, lightning, explosion, aircraft
                                    crash);

                          -         Extended Coverage (Tap water, storm, hail,
                                    vehicle impact, strike, riot, sprinkler
                                    leakage;);

                          -         Forces of nature (Earthquake, subsidence and
                                    landslide, flood, volcanic eruption etc);

                          -         Electronic insurance (for internal operating
                                    losses e.g. by overvoltage and indirect
                                    stroke of lightning as well as handling
                                    errors).

INSURED:                  Western Wireless International d.o.o. (the Borrower);

CO-INSURED
INTERESTS:                The Lender

COVER:                    All assets, the site and all other property and
                          interests used for or in connection with the
                          operation and maintenance of the operation including
                          Buildings, Office Equipment, Inventory,
                          EDP/Computer-Equipment, the electrical
                          interconnection facilities and stocks against all
                          risks of physical loss or damage including burglary
                          and theft, natural hazards, mechanical and electrical
                          breakdown or a Property insurance, which contains at
                          least the following components:-

                          -         FLEXA (Fire, lightning, explosion, aircraft
                                    crash)-

                          -         Extended Coverage (Tap water, storm, hail,
                                    vehicle impact, strike, riot,
                                    sprinkler-leakage)-

                                     - 63 -
<PAGE>

                          -         Forces of nature (Earthquake, subsidence and
                                    landslide, flood, volcanic eruption etc)-

                          -         Electronic insurance (for internal operating
                                    losses e.g. by overvoltage and indirect
                                    stroke of lightning as well as handling
                                    errors).

SUM INSURED:              An amount equal to not less than 100% of the full
                          reinstatement value of all properties, at a minimum
                          of not less than US$ 33,000,000. (current sums
                          insured in 2002).

DEDUCTIBLES:              Not exceeding US$ 5,000 (for each and every claim)
                          except Earthquake where a deductible not exceeding 5%
                          of the claim amount will be applicable

PRINCIPAL EXTENSIONS      (a)       debris removal

                          (b)       professional fees;

                          (c)       expediting expenses;

                          (d)       local authorities (in cases of sites with
                                    building permits);

                          (e)       computer equipment, data carrying media and
                                    reinstatement of data;

                          (f)       temporary removal;

                          (g)       Automatic coverage for capital additions
                                    (15% of sums insured); and

                          (h)       bank clauses (loss payee clause, assignment
                                    clause).

PRINCIPAL EXCLUSIONS:     (a)       war, radioactivity etc.;

                          (b)       latent defects.

PERIOD:                   From the earlier of (a) the date upon which the
                          Insurance under Paragraph 1 of Part A of this
                          Appendix 1 expires and (b) the Commercial Operations
                          Date, until the date falling 12 months thereafter, to
                          be renewed annually prior to its expiry until payment
                          in full of the Senior Loans,

                                     - 64 -
<PAGE>

         2.       BUSINESS INTERRUPTION

         INSURED:                            The Borrower

         CO-INSURED INTERESTS:               The Senior Creditors

         COVER:                              As a minimum, debt service, fixed
                                             operating expenses, extra expenses
                                             (incl. contractual liquidated
                                             damages) and increased cost of
                                             working as a direct consequence of
                                             loss of or damage to any part of
                                             the Project and insured under
                                             Paragraph 1 of Part A above
                                             incurred during the indemnity
                                             period.

                                             To be extended to loss of profits
                                             as soon as break-even is reached.

         SUM INSURED:                        The amount determined to provide
                                             the cover for all fixed costs and
                                             debt services for the duration of
                                             the indemnity period, at least US$
                                             2,000,000.

                                             US$ 250,000 for extra expenses.

         INDEMNITY PERIOD:                   12 months from the occurrence of
                                             loss or damage.

         WAITING PERIOD:                     Not to exceed 7 days (for each and
                                             every claim), except extra expense
                                             US$ 2.500.

         PRINCIPAL EXTENSIONS:               (a)      suppliers extension;

                                             (b)      failure of utilities;

                                             (c)      denial of access;

                                             (d)      interim payments clause;
                                                      and

                                             (e)      banks clauses (loss payee
                                                      clause, assignment
                                                      clause).

         PRINCIPAL EXCLUSIONS:               As per the Property All Risk
                                             section 1

         PERIOD:                             From the earlier of (a) the date
                                             upon which the Insurances under
                                             Paragraph 1 of Part A of this
                                             Appendix 1 expires, and (b) the
                                             Commercial Operations Date, until
                                             the date falling 12 months
                                             thereafter, to be renewed annually
                                             prior to its expiry until payment
                                             in full of the Senior Loans

                                      -65-

<PAGE>

         3.       THIRD PARTY LIABILITY

         INSURED:                            The Borrower, together with its
                                             respective assigns, directors,
                                             employees, secondees, servants and
                                             agents.

         CO-INSURED INTERESTS:               The Senior Creditors, together with
                                             their respective assigns,
                                             directors, employees, secondees,
                                             servants and agents.

         COVER:                              Indemnity in respect of all sums
                                             which the Insured shall become
                                             legally liable to pay to third
                                             parties arising out of the Project
                                             in respect of:

                                             (a)      accidental death of, or
                                                      accidental bodily injury
                                                      to, illness or disease
                                                      contracted by, any person
                                                      (the term "bodily injury"
                                                      shall be deemed to include
                                                      mental injury, defamation,
                                                      libel and slander); and

                                             (b)      accidental loss or damage
                                                      to property including but
                                                      not limited to loss of
                                                      use, interference with any
                                                      easement, right of air,
                                                      light or water, stoppage
                                                      of traffic, nuisance,
                                                      trespass, loss of
                                                      amenities, destruction,
                                                      obstruction or any like
                                                      cause.

         SUM INSURED:                        At least US$ 2,500,000 per
                                             occurrence or series of occurrences
                                             during the period of insurance

         GEOGRAPHICAL SCOPE:                 Slovenia / Worldwide for business
                                             travel

         DEDUCTIBLE:                         Not to exceed US$ 1,000 for each
                                             claim.

         PERIOD:                             From the earlier of (a) the date on
                                             which the Insurances referred to in
                                             Paragraph 4 of Part A of this
                                             Appendix 1 expire and (b) the
                                             Commercial Operations Date until
                                             the date falling 12 months
                                             thereafter to be renewed annually
                                             prior to its expiry until the
                                             payment in full of the Senior
                                             Loans.

         PRINCIPAL EXTENSIONS:               (a)      Employers Liability;

                                             (b)      Tenants Liability;

                                             (c)      Europewide jurisdiction;

                                      -66-

<PAGE>

                                             (d)      expenses, legal fees and
                                                      defence costs in addition
                                                      to the  sum insured; and

                                             (e)      Environmental Liability.

         4.       MARINE

         A MARINE COVER CAN BE PROVIDED BY THE HAULIER OR BY AN OWN INSURANCE
         POLICY. HOWEVER THE FOLLOWING ISSUES SHOULD BE GRANTED.

         INSURED:                            The Borrower;

         CO-INSURED INTERESTS:               The Senior Creditors

         DESCRIPTION OF COVER:               Coverage will extend to all risks
                                             of direct physical loss or damage
                                             to any goods whilst on
                                             transportation. Coverage is
                                             arranged on an open cover basis,
                                             for all risks covering all
                                             transport requirements.

         SUM INSURED:                        The expected maximum value of the
                                             largest single consignment/shipment
                                             plus 10% for CIF, at least US$
                                             2,500,000.

         PERIOD:                             From Commercial Operations Date
                                             resp. Day one of the first
                                             consignment until the date falling
                                             12 months thereafter to be renewed
                                             annually prior to its expiry until
                                             the payment in full of the Senior
                                             Loans.

         DEDUCTIBLES:                        Not exceeding US$ 5,000 each and
                                             every loss or series of losses
                                             consequent upon one event.

         PRINCIPAL EXTENSIONS:               (a)      all forms of air, sea and
                                                      land conveyances to be
                                                      covered; and

                                             (b)      automatic cover, subject
                                                      to declaration of values
                                                      for premium purposes.

         PRINCIPAL CONDITIONS:               (a)      all risks of physical loss
                                                      or damage as per institute
                                                      clauses or equivalent;

                                             (b)      institute war clauses
                                                      (cargo, air cargo) or
                                                      equivalent;

                                             (c)      institute strikes clause
                                                      (cargo, air cargo) or
                                                      equivalent;

                                             (d)      institute classification
                                                      clause, replacement
                                                      clause;

                                      -67-

<PAGE>

                                             (e)      debris removal clause;

                                             (f)      delayed unpacking (150
                                                      days) clause;

                                             (g)      offsite storage;

                                             (h)      non contribution from
                                                      other insurance;

                                             (i)      subrogation waiver; and

                                             (j)      bank clauses (loss payee
                                                      clause, assignment
                                                      clause).

         PRINCIPAL EXCLUSIONS:               (a)      excluding rust, oxidation,
                                                      discoloration and costs of
                                                      chipping,  scratching and
                                                      repainting/coating except
                                                      where plant/machinery is
                                                      packed/shipped using
                                                      approved specifications;
                                                      and

                                             (b)      excluding electrical and
                                                      mechanical derangement
                                                      unless caused by an
                                                      insured peril.

         5.       DIRECTORS & OFFICERS LIABILITY

         INSURED:                            The Borrower

         INSURED PERSONS:                    All of the Borrower's Directors and
                                             Officers

         COVER:                              D&O insurance provides cover for
                                             claims made against the individual
                                             directors & officers for 'wrongful
                                             acts' committed as directors &
                                             officers of the "company".

         SUM INSURED:                        US$ 2.500.000 per occurrence or
                                             series of occurrences during the
                                             period of insurance.

         GEOGRAPHICAL SCOPE:                 Worldwide

         DEDUCTIBLE:                         Not to exceed US$ 5.000 for each
                                             claim

         PERIOD:                             From the General Operations Date
                                             until the date falling 12 months
                                             thereafter to be renewed annually
                                             prior to its expiry until the
                                             payment in full of the Senior
                                             Loans.

         PRINCIPAL CONDITIONS:               Legal Liability with respect of
                                             Civil Law

         PRINCIPAL EXCLUSIONS:               Wilful acts

                                      -68-

<PAGE>

         C.       OTHER INSURANCES

         1.       AUTOMOBILE THIRD PARTY LIABILITY AND OWN DAMAGE LIABILITY

                  Automobile bodily injury and property damage liability
                  insurance for vehicles of the Borrower requiring such cover
                  under the statutory requirements of Slovenia.

         2.       PERSONAL ACCIDENT & TRAVEL

                  If overseas travel is undertaken by employees, consideration
                  should be given to the purchase of this cover.

                  If benefits available under this cover are provided as part of
                  employees' contracts (as opposed to a benefit to the
                  employer), then it will be important to ensure that no less
                  cover is provided post completion.

         3.       FIDELITY GUARANTEE/CRIME

                  Dishonesty from employees can represent a significant exposure
                  to employers. The exposure to fraud from outside third parties
                  may also be an area of concern going forward. Examples of
                  potential exposures include:

                  Funds transfer - this area is vulnerable to short and
                  long-term fraud;

                  Cheques - this is an area that may be susceptible to long term
                  fraud;

                  Computer Systems - accounting areas are also vulnerable to
                  short or long term fraud.

                  Terms and conditions of an insurance cover can not be provided
                  prior to a security check, usually done by an insurer."

124.     Schedule 14 (Covenant Compliance Certificate) of the Original Facility
         Agreement is amended by deleting such Schedule in its entirety and
         replacing it with the following schedule:

                                  "SCHEDULE 14
                         COVENANT COMPLIANCE CERTIFICATE

To:      IKB Deutsche Industriebank AG as Off Shore Facility Agent

From:    [Western Wireless International d.o.o.] [Western Wireless International
         Corporation](1)

Dated:

----------
(1)  Western Wireless International Corporation Certificate only required after
     the Second Amendment Agreement Effective Date and to include the
     information in paragraph 1, paragraph 2(a), (j), (k), (l) (as it applies to
     the Group), paragraph 3(a) as it relates to the Sponsors' and Shareholders'
     Undertaking and Completion Guarantee.

                                      -69-

<PAGE>


Dear Sirs

                               FACILITY AGREEMENT

                           DATED [-] (THE "AGREEMENT")

1.       We refer to the Agreement. This is a Covenant Compliance Certificate.
         Terms defined in the Agreement have the same meaning in this Covenant
         Compliance Certificate unless given a different meaning in this
         Covenant Compliance Certificate.

2.       We confirm that as at the date of the financial statements in respect
         of [-]:

         (a)      all contributions required to be made by the Shareholders
                  pursuant to the Sponsors' and Shareholders' Undertaking and
                  Completion Guarantee have been made when due;

         (b)      the Contributed Capital Ratio is [-]*;

         (c)      the number of Subscribers was [-]*;

         (d)      the Population Coverage was [-]*;

         (e)      the Service Revenues were [-]*;

         (f)      EBITDA of the Borrower was [-];

         (g)      the Total Leverage Ratio was [-];

         (h)      the Interest Coverage Ratio was [-]*;

         (i)      the Debt Service Cover Ratio was [-]*;

         (j)      from the Second Amendment Agreement Effective Date, the
                  Consolidated Tangible Net Worth of the Group was [-] for the
                  preceding financial year of the Group;

         (k)      from the Second Amendment Agreement Effective Date, the
                  Consolidated EBITDA of the Group for the preceding financial
                  year of the Group was [-];

         (l)      the financial statements were prepared in accordance with [US
                  GAAP] [and, if applicable, Slovenian Accounting Standards]
                  consistently applied and represent a true and fair view of the
                  [Borrower] [Group] and do not omit any material liability;

         (m)      we have received Sponsors Unsecured Loans in the amount of
                  [-],

----------
* Only required to be included for Covenant Compliance Certificates issued prior
  to the Second Amendment Agreement Effective Date.

                                      -70-

<PAGE>


         and attached hereto are detailed calculations and/or evidence thereof.

3.       We confirm that as of the date hereof:

         (a)      no Potential Event of Default or Event of Default is
                  continuing;(2)

         (b)      [no Cash Shortfall] [a Cash Shortfall] exists [in an amount
                  equal to [-]].(3)

4.       As at the date of this Covenant Compliance Certificate the Repeated
         Representations are correct by reference to the facts and circumstances
         as at the date hereof except for representations which were made as of
         a specific date which shall be correct in all material respects as of
         such date.

5.       We hereby request that the Applicable Margin in relation to the [state
         Facility] be adjusted from [insert] to [insert].

         Signed:     ---------------------            --------------------------
                     Director                         Director

         [insert applicable auditor certification language](4)

                           --------------------------
                              for and on behalf of

                 [name of auditors of the Borrower or Group](5)"

125.     Paragraph 2 of Schedule 15 (Project Status and Progress Report) of the
         Original Facility Agreement is amended by deleting such paragraph in
         its entirety and replacing with the following paragraph:

         "2.      Set out below is:

                  (1)      with respect to the Eligible Expenditures under the
                           ECA Facility a list of (i) all purchase orders
                           placed, and (ii) deliveries received and/or services
                           rendered during the Quarter together with copies of
                           the relevant invoices from the Equipment Vendor(+);
----------

(2)      If this statement cannot be made, the certificate should identify any
         Event of Default or Potential Event of Default that is continuing and
         the steps, if any, being taken to remedy it.

(3)      Include if Cash Shortfall exists.

(4)      To be agreed with the Borrower's/Group's auditors and the Banks.
         Auditors must verify all of the above statements other than points
         2(c), (d) or 3.

(5)      Only applicable if the Covenant Compliance Certificate accompanies the
         audited financial statements and is to be signed by the auditors. To be
         agreed with the Borrower's/Group's auditors.

(+)      Only required to be included for Project Status and Progress Report
         issued prior to the Second Amendment Agreement Effective Date.

                                      -71-

<PAGE>

                  (2)      a detailed and full description of the status of the
                           installation of the Network in comparison to the most
                           recent Business Plan and the status of all national
                           roaming agreements;

                  (3)      a comparison of the Borrower's actual business and
                           network development (including but not limited to
                           network roll out and network quality measured in
                           Population Coverage and dBm and services offered)
                           with the Licence requirements and the Business Plan;

                  (4)      until the Second Amendment Agreement Conditions
                           Satisfaction Date, the information contained in the
                           annex hereto;

                  (5)      a description of any non-compliance with delays in
                           performance of, cost increases under or other issues
                           arising out of any Material Contracts that could
                           reasonably be expected to affect the Borrower's
                           ability to perform its obligations under the Finance
                           Documents;

                  (6)      a detailed description of any material financial,
                           operational, construction, regulatory,
                           administrative, legal or other issues that have had
                           or could reasonably be expected to have a significant
                           impact on the Borrower;

                  (7)      a list of all Material Contracts entered into,
                           amended, terminated or substituted in the last
                           Quarter; and

                  (8)      a description of any complaints received and
                           correspondence from the Government or any
                           governmental bodies or other authority in relation to
                           the Project; and

                  (9)      details of all tariff plans and Subscriber
                           acquisition costs (in total and per subscriber)
                           including (without limitation) subsidies spent on the
                           provision of handsets and any special offers to
                           Subscribers; and

                  (10)     an update of the sales and marketing strategy report
                           comprised in the most recent Business Plan and
                           covering subscriber acquisition cost, marketing cost
                           and handset and other subsidies; and

                  (11)     a written outline of major market and business
                           developments.

126.     Schedule 15 (Project Status and Progress Report) of the Original
         Facility Agreement is amended by adding a "+" after the word
         "Consultant*" at the end of such schedule.

127.     Schedule 15 (Project Status and Progress Report) of the Original
         Facility Agreement is amended by deleting the words "31.12.2003 or
         31.12.2004" from the end of the footnote marked "*" of such schedule.

128.     Schedule 16 (Form of Permitted Bill of Exchange) of the Original
         Facility Agreement is amended by deleting such Schedule in its entirety
         and replacing it by the following schedule:

                                      -72-

<PAGE>

                                  "SCHEDULE 16
                       FORM OF PERMITTED BILL OF EXCHANGE

         V______________________________              ([-])
               (kraj in datam [-])
         _______________________________ PLACAJTE ZA TO _________ MENICO
                    ([-])
         PO NALOGU _____________________________________________ ZNESEK
                                      ([-])

                                              ([-])

         VREDNOST PREJETA ______IN GA POLOZITE NA RAGUN _______ OBVESTIL

         OBVESTITE ________________________
                           ([-])
         PLACLJIVO PRI ___________________________________________________
                                                      ([-])"

129.     Schedule 17 (Population Coverage Verification) of the Original Facility
         Agreement is amended by adding footnote reference "6" after the number
         "17" in the heading and adding the following footnote to the footer at
         the bottom of the first page of such schedule:

         "6 Obsolete from the Second Amendment Agreement Effective Date."

130.     Schedule 17 (Population Coverage Verification) of the Original Facility
         Agreement is amended by changing the footnote reference "3" in
         paragraph 3.4.2 of such Schedule is re-numbered as footnote reference
         "7".

131.     Schedule 18 (Initial report of the Independent Technical Consultant) of
         the Original Facility Agreement is amended by deleting the word
         "report" in the heading of such Schedule and replacing it with the word
         "REPORT".

132.     Schedule 19 (Additional Coverage Requirements) of the Original Facility
         Agreement is amended by adding footnote reference "8" after the number
         "19" in the heading of such Schedule and adding the following footnote
         to the footer at the bottom of the first page of such schedule:

         "9 Obsolete from the Second Amendment Agreement Effective Date."

133.     The Original Facility Agreement is amended by inserting the following
         exhibits after the end of Annex 5 (Base Stations being "on air") and
         before the start of the Execution Clause (Signatories to the Facility
         Agreement):

                                   "Exhibit 1
                         Vega Status Quo Business Plan"

                                      -73-

<PAGE>

                                   "Exhibit 2

                              Group Business Plan"

134.     The execution block for the party named "IKB Deutsche Industriebank AG"
         in the Execution Clause (Signatories to the Facility Agreement) of the
         Original Facility Agreement is amended by deleting the words "Andreas
         Nestel" from the 'Attention of' line in such execution block and
         replacing it with "Dr. Peer Gunzel".

135.     The execution block for the party named "Raiffeisenlandesbank
         Oberosterreich reg. Gen. m.b.H." in the Execution Clause of the
         Original Facility Agreement is amended by deleting such party name in
         its entirety and replacing it with the following name:

         "RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H."

136.     The execution block for the party named "Western Wireless International
         d.o.o." in the Execution Clause of the Original Facility Agreement is
         amended by deleting the fax details "+386 1 5801 109" in the "Fax" line
         of such clause and replacing it with the following fax details: "+386 1
         5801 011".

137.     The execution block for the party named "Nova Ljubljanska Banka d.d.,
         Ljubljana" in the Execution Clause of the Original Facility Agreement
         is amended by adding the contact details "or +386 1 476 5108" after the
         contact number "+386 1 520 7273" in the "Telephone" lines of such
         execution block.

138.     The execution block for the party named "Nova Ljubljanska Banka d.d.,
         Ljubljana" in the Execution Clause of the Original Facility Agreement
         is amended by adding the words "or Ms. Ida Menard" to the end of the
         "Attention of" line of such execution block.

139.     The Execution Clause of the Original Facility Agreement is amended by
         deleting the execution block for the party named "Landesbank
         Schleswig-Holstein Girozentrale" in its entirety and replacing it with
         the following execution block:

         "CO-ARRANGER AND ORIGINAL EURO FACILITY BANK

         HSH NORDBANK AG

         By:         MARION POETSCHKE                 MANFRED ZIWEY
                     ----------------                 -------------
                     Name:  Marion Poetschke          Name:  Manfred Ziwey
                     Title: Assistant Director        Title: Director

         Address:       Martensdamm 6, 24103 Kiel, Germany
         Telephone:     +431 900 11604
         Fax:           +431 900 34151
         Attention of:  Klaus-Volker Lenk"

140.     The Execution Clause of the Original Facility Agreement is amended by
         deleting the execution blocks for the party named "Hypo Alpe-Adria-Bank
         AG" and "Hypo Alpe-Adria-Bank d.d." in such clause and replacing them
         with the following execution blocks:

                                      -74-

<PAGE>

         "CO-ARRANGER AND ORIGINAL EURO FACILITY BANK

         HYPO ALPE-ADRIA BANK AG

         By:         MARION POETSCHKE                 MANFRED ZIWEY
                     ----------------                 -------------
                     Name:  Marion Poetschke          Name:  Manfred Ziwey
                     Title: Assistant Director        Title: Director

         Address:       Stock im Eisen-Platz 3, 1010 Wien, Austria
         Telephone:     +43 50202 6952 or +43 50202 2315 or 2483
         Fax:           +43 (0) 50202 6990
         Attention of:  International Finance (for credit matters)
                        International Services (for administrative matters)

         EURO FACILTY BANK
         DEG - DEUTSCHE INVESTITIONS -
         UND ENTWICKLUNGSGESELLSCHAFT MBH

         By:                                 By:
         Name:                               Name:
         Title:                              Title:

         Address:       Belvederestr. 40
                        50933 Cologne, Germany

         Telephone:     +49 221 4986 576
         Fax:           +49 221 4986 107
         Attention of:  Matthias Goulnik

         EURO FACILITY BANK
         AKA  AUSFUHRKREDIT-GESELLSCHAFT M.B.H.

         By:                                 By:
         Name:                               Name:
         Title:                              Title:

         Address:       Grosse Gallusstrasse 1-7
                        60311 Frankfurt am Main, Germany

         Telephone:     +49 69 29891 236 or +49 69 29891 167
         Fax:           +49 29891 150
         Attention of:  Heike Koenebruch or Beate Muller

         ORIGINAL SIT FACILITY BANK
         HYPO ALPE-ADRIA-BANK D.D.

                                      -75-

<PAGE>

         By:                                 By:
         Name:                               Name:
         Title:                              Title:

         Address:       Trg Osvobodilne fronte 12
         PO Box 1601, SI - 1001 Ljubljana, Slovenia
         Telephone:     +386 1 300 4408
         Fax:           +386 1 300 4491
         Attention of:  Mr. Ivo Rep"

                                      -76-

<PAGE>

          SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO
                             THE FACILITY AGREEMENT

         THE BORROWER
         WESTERN WIRELESS INTERNATIONAL D.O.O.

         By:

         Name:
         Title:

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

         LEAD ARRANGER, OFF SHORE SECURITY AGENT, OFF SHORE FACILITY AGENT AND
         ORIGINAL EURO FACILITY BANK

         IKB DEUTSCHE INDUSTRIEBANK AG

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Wilhelm-Botzkes-Strasse 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

<PAGE>

          SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO
                             THE FACILITY AGREEMENT

         LEAD ARRANGER AND ORIGINAL EURO FACILITY BANK
         KREDITANSTALT FUR WIEDERAUFBAU

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:      Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany
         Telephone:    +49 69 7431 4247
         Fax:          +49 69 7431 2258
         Attention of: Andre Collin

         SENIOR CO-ARRANGER AND ORIGINAL EURO FACILITY BANK
         RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H.

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Raiffeisenplatz 1, 4021 Linz, Austria
         Telephone:     +43 732 6596 3170
         Fax:           +43 732 6596 3131
         Attention of:  Dr. Lambert Hofbauer

<PAGE>

          SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO
                             THE FACILITY AGREEMENT

         SENIOR CO-ARRANGER, ON SHORE SECURITY AGENT, ON SHORE FACILITY AGENT
         AND ORIGINAL SIT FACILITY BANK

         NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Smartinska 130, SI - 1520 Ljubljana, Slovenia
         Telephone:     +386 1 520 7273 or +386 1 476 5108
         Fax:           +386 1 425 60 02
         Attention of:  Ms. Jasna Istenic or Ms. Ida Menard

         CO-ARRANGER AND ORIGINAL EURO FACILITY BANK
         HSH NORDBANK AG

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Martensdamm 6, 24103 Kiel, Germany
         Telephone:     +431 900 11604
         Fax:           +431 900 34151
         Attention of:  Klaus-Volker Lenk

<PAGE>

          SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO
                             THE FACILITY AGREEMENT

         CO-ARRANGER AND ORIGINAL EURO FACILITY BANK
         HYPO ALPE-ADRIA-BANK AG

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Stock im Eisen-Platz 3, 1010 Wien, Austria
         Telephone:     +43 50202  6952 or +43 50202 2315 or 2483
         Fax:           +43 (0) 50202  6990
         Attention of:  International Finance (for credit matters)
                        International Services (for administrative matters)

         ORIGINAL SIT FACILITY BANK
         HYPO ALPE-ADRIA-BANK D.D.

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Trg Osvobodilne fronte 12
                        PO Box 1601, SI - 1001 Ljubljana, Slovenia

         Telephone:     +386 1 300 4408
         Fax:           +386 1 300 4491
         Attention of:  Mr. Ivo Rep

<PAGE>

          SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO
                             THE FACILITY AGREEMENT

         EURO FACILITY BANK

         DEG - DEUTSCHE INVESTITIONS -
         UND ENTWICKLUNGSGESELLSCHAFT MBH

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Belvederestr. 40
                        50933 Cologne, Germany

         Telephone:     +49 221 4986 576
         Fax:           +49 221 4986 107
         Attention of:  Matthias Goulnik

         EURO FACILITY BANK
         AKA AUSFUHRKREDIT-GESELLSCHAFT M.B.H.

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Grosse Gallusstrasse 1-7
                        60311 Frankfurt am Main, Germany

         Telephone:     +49 69 29891 236 or +49 69 29891 167
         Fax:           +49 69 29891 150
         Attention of:  Heike Koenebruch or Beate Muller

<PAGE>

          SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO
                             THE FACILITY AGREEMENT

         ACKNOWLEDGEMENT

         By signing hereunder, each Sponsor and Shareholder acknowledges and
         consents to the terms and conditions of this Agreement and of the
         amendments made to the Original Facility Agreement.

         Each Sponsor and Shareholder confirms that it has no defence under any
         Finance Document, in particular the Sponsor's and Shareholders'
         Undertaking and Completion Guarantee (as amended on 28 October 2002 and
         on or about the date hereof), as a consequence of the amendments made
         thereto and further confirm the rights and obligations of each Sponsor
         and Shareholder under each unamended and amended term of any Finance
         Document.

         THE SPONSORS
         WESTERN WIRELESS INTERNATIONAL CORPORATION

         By:

         Name:

         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:

         Name:
         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 AGREEMENT RELATING TO
                             THE FACILITY AGREEMENT

         WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION

         By:

         Name:
         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