<PAGE>   1
                                                                   Exhibit 10.1

                                SECOND AMENDMENT
                     TO AMENDED AND RESTATED LOAN AGREEMENT


                      THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN
AGREEMENT, made as of this 28th day of May, 1997 (the "Amendment"), by and among
WESTERN WIRELESS CORPORATION, a Washington corporation (the "Borrower"), the
financial institutions whose names appear as Lenders on the signature pages
thereto (collectively, the "Lenders"), The Toronto-Dominion Bank, Barclays Bank
plc and Morgan Guaranty Trust Company of New York, as managing agents
(collectively, the "Managing Agents"), The Chase Manhattan Bank, formerly known
as Chemical Bank, CIBC Inc., Fleet National Bank, Internationale Nederlanden
(U.S.) Capital Corporation, PNC Bank, National Association and Societe Generale,
as agents (collectively, the "Agents"), Union Bank of California, N.A.,
CoreStates Bank, N.A., Bank of Hawaii and Credit Lyonnais New York Branch, as
co-agents (collectively, the "Co-Agents"), BZW, as documentation agent (the
"Documentation Agent"), J.P. Morgan Securities Inc., as syndication agent (the
"Syndication Agent") and Toronto Dominion (Texas), Inc., as administrative agent
(the "Administrative Agent"),

                              W I T N E S S E T H:

                      WHEREAS, the Borrower, the Lenders, the Managing
Agents, the Agents, the Co-Agents, the Documentation Agent, the Syndication
Agent and the Administrative Agent are parties to that certain Amended and
Restated Loan Agreement dated as of May 6, 1996, as modified and amended by that
certain First Amendment to Amended and Restated Loan Agreement dated as of March
27, 1997 (the "Loan Agreement"); and

                     WHEREAS, the Borrower has requested the
Administrative Agent, the Managing Agents, the Agents, the Co-Agents, the
Documentation Agent, the Syndication Agent and the Lenders to agree to amend the
Loan Agreement as more fully set forth herein;

                      NOW, THEREFORE, for and in consideration of the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged,
the parties agree that all capitalized terms used herein shall have the meanings
ascribed thereto in the Loan Agreement except as otherwise defined or limited
herein, and further agree as follows:
<PAGE>   2
                      1.       Amendment to Section 2.3.  Section 2.3(g) of
the Loan Agreement is hereby modified and amended by adding the following clause
(iii) immediately following clause (ii) thereof:

              "(iii) For the period from and including May 28, 1997, to but not
              including the second Business Day following the date on which the
              Borrower shall submit quarterly financial statements for the
              fiscal quarter ended September 30, 1997 (at which time this
              subsection shall have no further effect), as required under
              Section 6.1 of this Agreement, the Applicable Margin with respect
              to Advances under the Revolving Loan Commitment shall be (x)
              1.50%, with respect to Base Rate Advances, (y) 2.50%, with respect
              to Eurodollar Advances and (z) 2.75%, with respect to CD Rate
              Advances."

                      2.       Amendment to Section 6.1.  Section 6.1 of the
Loan Agreement is hereby modified and amended by inserting the following
sentence immediately following the last sentence thereof:

              "In addition to the foregoing, during the period from and
              including April 1, 1997, to but not including the date on which
              the Borrower shall submit quarterly financial statements for the
              fiscal quarter ended September 30, 1997, as required above, the
              Borrower shall furnish or cause to be furnished to each Lender and
              the Administrative Agent, within forty-five (45) days after the
              last day of each calendar month (commencing June 14, 1997, with
              respect to the month ended April 30, 1997), income statements of
              the Borrower as at the end of such month and as at the end of the
              immediately preceding three-month period, together with an Interim
              Performance Certificate, substantially in the form of Exhibit E-2
              attached hereto."

                      3.       Amendment to Section 7.10.  Section 7.10 of
the Loan Agreement is hereby modified and amended by inserting the following
sentence immediately after the table contained therein:

              "Notwithstanding anything to the contrary contained herein, for
              any calculation date during the period from and including the
              date on which the Borrower shall submit monthly income statements,
              together with an Interim Performance Certificate, for the
              three-month period ended April 30, 1997 to but not including the 


                                      -2-
<PAGE>   3
              date on which the Borrower shall submit quarterly financial
              statements for the fiscal quarter ended September 30, 1997 (at
              which time this sentence shall have no further effect), each as
              required under Section 6.1 of this Agreement, (a) "Adjusted
              Annualized Operating Cash Flow" shall mean (but only for purposes
              of measuring the Borrower's compliance with the Leverage Ratio
              (Total Debt) measured by this Section 7.10), (A) the product of
              (y) for any consecutive three-month period, for the Borrower and
              its Consolidated Subsidiaries on a consolidated basis, Net Income
              for such three-month period (after eliminating any extraordinary
              gains and losses, including gains and losses from the sale of
              assets, and minority interests, and equity in earnings (losses) of
              non-consolidated entities), plus, to the extent deducted or
              accrued in determining such Net Income, the sum of each of the
              following for such three-month period: (i) depreciation,
              amortization, and other non-cash charges, (ii) income tax expense
              and (iii) interest expense, multiplied by (z) four (4) adjusted by
              (B) the Marketing Expense Adjustment, and (b) "Marketing Expense
              Adjustment" shall mean (but only for purposes of measuring the
              Borrower's compliance with the Leverage Ratio (Total Debt)
              measured by this Section 7.10) the product (whether a positive or
              a negative number) of (A) the remainder of (i) Marketing Expenses
              for the immediately preceding three-month period, minus (ii) the
              amount of Marketing Expenses for the immediately preceding
              twelve-month period divided by four (4), such remainder to then be
              multiplied by (B) four (4)."

                      4.       Interim Performance Certificate.  The Loan
Agreement is hereby modified and amended by incorporating therein Exhibit E-2,
Form of Interim Performance Certificate, attached hereto, and is further
modified and amended by inserting the following language immediately prior to
first sentence of paragraph 2 of Exhibit E, Form of
Performance Certificate:

              "[Omitted during the period from and including May 28, 1997, to
              but not including the date on which the Borrower shall submit
              quarterly financial statements for the fiscal quarter ended
              September 30, 1997, as required under Section 6.1 of the Loan
              Agreement.]"

                      5.       No Other Amendment or Waiver.  Except for the
amendments set forth above, the text of the Loan Agreement and all other Loan
Documents shall remain unchanged and in


                                      -3-
<PAGE>   4
full force and effect.

                   6.       Representations and Warranties.  The Borrower
hereby represents and warrants in favor of the Administrative Agent on behalf of
the Managing Agents, the Agents, the Co-Agents, the Documentation Agent, the
Syndication Agent and the Lenders as follows:

                      (i)      Each representation and warranty set forth in
Article 4 of the Loan Agreement is hereby restated and
affirmed as true and correct as of the date hereof;

                      (ii)     The Borrower has the corporate power and
authority (i) to enter into this Amendment and (ii) to do all acts and things as
are required or contemplated hereunder to be done, observed and performed by it;

                      (iii)             This Amendment has been duly authorized,
validly executed and delivered by one or more Authorized Signatories, and the
Loan Agreement, as amended by this Amendment, constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms; and

                      (iv)     The execution and delivery of this Amendment
and performance by the Borrower of its Obligations under the Loan Agreement, as
amended hereby, do not and will not require the consent or approval of any
regulatory authority or governmental authority or agency having jurisdiction
over the Borrower which has not already been obtained and are not and will not
be in contravention of or in conflict with the Certificate of Incorporation or
By-Laws of the Borrower or the provision of any Applicable Law or any material
indenture, agreement or other instrument, to which the Borrower or any
Subsidiary is party or by which their respective assets or properties are bound
or affected.

                      7.       Conditions Precedent to Effectiveness of
Amendment.  The effectiveness of this Amendment is subject
to the prior fulfillment of each of the following
conditions:

                      (i)      the truth and accuracy of the representations
and warranties contained in Section 6 hereof;

                      (ii)     the receipt by the Administrative Agent of
duly executed counterparts of this Amendment signed by each of the Borrower, the
Managing Agents, the Agents, the Co- Agents, the Syndication Agent, the
Documentation Agent, the Lenders and the Administrative Agent; and

                                      -4-
<PAGE>   5
                      (iii)             the receipt by the Administrative Agent,
the Managing Agents, the Agents, the Co-Agents, the Syndication Agent, the
Documentation Agent and the Lenders of any other documents which any of them may
reasonably request, certified by an appropriate governmental official or officer
of the Borrower if so requested.

                      8.       Counterparts.  This Amendment may be executed
in multiple counterparts, each of which shall be deemed to be an original and
all of which, taken together, shall constitute one and the same agreement.

                      9.       Law of Contract.  THIS AMENDMENT SHALL BE
DEEMED TO BE MADE PURSUANT TO THE INTERNAL LAWS OF THE STATE OF NEW YORK WITH
RESPECT TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY IN THE STATE OF NEW YORK,
AND SHALL BE CONSTRUED, INTERPRETED, PERFORMED AND ENFORCED IN ACCORDANCE
THEREWITH.

                      10.      Effective Date.  Upon satisfaction of the
conditions precedent referred to in Section 7 above, this Amendment shall be
effective as of the date first set forth above.

                      11.      Loan Document.  This Amendment shall be
deemed to be a Loan Document for all purposes.





                  [Remainder of page intentionally left blank]


                                      -5-
<PAGE>   6
              IN WITNESS WHEREOF, the parties hereto have caused their
respective duly authorized officers or representatives to execute, deliver and
seal this Amendment as of the day and year first above written.


BORROWER:                               WESTERN WIRELESS CORPORATION, a
                                        Delaware corporation


                                         By: /s/ DONALD GUTHRIE
                                             ----------------------------------
                                         Title: Chief Financial Officer
                                                -------------------------------
                                         Attest: /s/ ALAN R. BENDER
                                                 ------------------------------
                                         Title: Senior Vice President
                                                -------------------------------


ADMINISTRATIVE AGENT:                    TORONTO DOMINION (TEXAS), INC.


                                         By: /s/ WARREN FINLAY
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


DOCUMENTATION AGENT:                     BZW


                                         By: /s/ JAMES K. DOWNEY
                                             ----------------------------------
                                         Title: Associate Director
                                                -------------------------------


SYNDICATION AGENT:                       J.P. MORGAN SECURITIES INC.


                                         By: /s/ STEPHEN J. KENNEALLY
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------

MANAGING AGENTS:                         THE TORONTO-DOMINION BANK


                                         By: /s/ WARREN FINLAY
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------
<PAGE>   7
                                         BARCLAYS BANK PLC


                                         By: /s/ JAMES K. DOWNEY
                                             ----------------------------------
                                         Title: Associate Director
                                                -------------------------------


                       [Signatures continued on next page]

<PAGE>   8
                                         MORGAN GUARANTY TRUST COMPANY
                                         OF NEW YORK


                                         By: /s/ GEORGE J. STAPLETON
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------



AGENTS:                                  THE CHASE MANHATTAN BANK formerly
                                         known as Chemical Bank


                                         By: /s/ JOHN J. HUBER
                                             ----------------------------------
                                         Title: Managing Director
                                                -------------------------------

                                         CIBC INC.


                                         By: CYNTHIA MCCAHILL
                                             ----------------------------------
                                         Title: Director
                                                -------------------------------

                                         FLEET NATIONAL BANK


                                         By: /s/ JEFFREY R. GREENE
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         By: /s/ CYNTHIA TERWILLIGER
                                             ----------------------------------
                                         Title: Assistant Vice President
                                                -------------------------------


                                         INTERNATIONALE NEDERLANDEN (U.S.)
                                         CAPITAL CORPORATION


                                         By: /s/ LORING GUESSOS
                                             ----------------------------------
                                         Title: Senior Vice President
                                                -------------------------------


                                         PNC BANK, NATIONAL ASSOCIATION


                                         By: /s/ THOMAS A. COATES
                                             ----------------------------------
                                         Title: Vice President
                                               --------------------------------

                       [Signatures continued on next page]
<PAGE>   9
                                         SOCIETE GENERALE


                                         By: /s/ JOHN SADIK-KHAN
                                            -----------------------------------
                                         Title:  Vice President
                                               --------------------------------


CO-AGENTS:                               UNION BANK OF CALIFORNIA, N.A.


                                         By:    /s/ J. KEVIN SAMPSON
                                            -----------------------------------
                                         Title:  Vice President
                                               --------------------------------


                                         CORESTATES BANK, N.A.


                                         By:  /s/ ANTHONY B. PARISI
                                            -----------------------------------
                                         Title:  Vice President
                                               --------------------------------


                                         BANK OF HAWAII


                                         By:  /s/ J. BRYAN SCEARCE
                                            -----------------------------------
                                         Title:   Vice President
                                               --------------------------------

                                         CREDIT LYONNAIS NEW YORK BRANCH


                                         By:    /s/  MARK D. THORSHEIM
                                            -----------------------------------
                                         Title:  Vice President
                                               --------------------------------

LENDERS:                                 TORONTO DOMINION (TEXAS), INC.


                                         By:   /s/ WARREN FINLAY
                                            -----------------------------------
                                         Title:   Vice President
                                               --------------------------------






                                    [Signatures continued on next page]
<PAGE>   10
                                         BARCLAYS BANK PLC


                                         By:  /s/ JAMES K. DOWNEY
                                            -----------------------------------
                                         Title:  Associate Director
                                               --------------------------------

                                         MORGAN GUARANTY TRUST COMPANY
                                         OF NEW YORK


                                         By:   /s/ GEORGE J. STAPLETON
                                            -----------------------------------
                                         Title:   Vice President
                                               --------------------------------


                                         THE CHASE MANHATTAN BANK formerly
                                         known as Chemical Bank


                                         By:   /s/ JOHN J. HUBER
                                            -----------------------------------
                                         Title:   Managing Director
                                               --------------------------------


                                         CIBC INC.


                                         By:  /s/ CYNTHIA McCAHILL
                                            -----------------------------------
                                         Title:   Director
                                               --------------------------------



                                         FLEET NATIONAL BANK


                                         By:   /s/ JEFFREY R. GREENE
                                            -----------------------------------
                                         Title:  Vice President
                                               --------------------------------


                                         By:  /s/ CYNTHIA TERWILLIGER
                                            -----------------------------------
                                         Title:   Assistant Vice President
                                               --------------------------------


                                         INTERNATIONALE NEDERLANDEN (U.S.)
                                         CAPITAL CORPORATION


                                         By:      /s/ LORING GUESSOS
                                            -----------------------------------
                                         Title:   Senior Vice President
                                               --------------------------------

                                    [Signatures continued on next page]

<PAGE>   11



                                         PNC BANK, NATIONAL ASSOCIATION


                                         By: /s/ THOMAS A. COATES
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         SOCIETE GENERALE


                                         By: /s/ JOHN SADIK-KHAN
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         BANK OF HAWAII


                                         By: /s/ BRYAN SEARCE
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         CORESTATES BANK, N.A.


                                         By: /s/ ANTHONY B. PARISI
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         CREDIT LYONNAIS NEW YORK BRANCH


                                         By: /s/ MARK D. THORSHEIM
                                             ----------------------------------
                                        Title: Vice President
                                                -------------------------------

                                         BANK OF AMERICA NATIONAL TRUST AND
                                         SAVINGS ASSOCIATION d/b/a Seafirst


                                         By: /s/ BARBARA W. TRIMBLE
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------

                                    [Signatures continued on next page]
<PAGE>   12
                                         UNION BANK OF CALIFORNIA, N.A.


                                         By: /s/ J. KEVIN SAMPSON
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         THE LONG-TERM CREDIT BANK OF
                                         JAPAN, LTD., LOS ANGELES
                                         AGENCY


                                         By: /s/ T. MORGAN EDWARDS, II
                                             ----------------------------------
                                         Title: Deputy General Manager
                                                -------------------------------

                                         ABN AMRO BANK N.V., SEATTLE BRANCH
                                         BY:      ABN AMRO North America, Inc.,
                                                  as Agent


                                         By: /s/ LEE-LEE MIAO
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------

                                         By: /s/ PAUL S. FAUST
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------

                                         BANK OF MONTREAL, CHICAGO BRANCH


                                         By: /s/ TOM CALDER
                                             ----------------------------------
                                         Title: Director
                                                -------------------------------

                                         NATIONSBANK OF TEXAS, N.A.


                                         By: /s/ DOUGLAS A. STUART
                                             ----------------------------------
                                         Title: Senior Vice President
                                                -------------------------------

                                         THE ROYAL BANK OF SCOTLAND plc


                                         By: /s/ KAREN L. STEFANCIC
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                       [Signatures continued on next page]
<PAGE>   13
                                         STATE STREET BANK AND TRUST COMPANY


                                         By: /s/ JAMES C. GREGG
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------

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


                                         By: /s/ SURAJ P. BHATIA
                                             ----------------------------------
                                         Title: Senior Vice President
                                                -------------------------------

                                         FIRST UNION NATIONAL BANK OF NORTH
                                         CAROLINA


                                         By: /s/ JIM REDMAN
                                             ----------------------------------
                                         Title: Senior Vice President
                                                -------------------------------

                                         MERITA BANK LTD


                                         By: /S/ CHARLES LANSDOWN
                                             ----------------------------------
                                         TITLE: VICE PRESIDENT
                                                -------------------------------

                                         BY: /s/ ERIC I. MANN
                                             ----------------------------------
                                         Title: Vice President  
                                                -------------------------------

                                         U.S. BANK OF WASHINGTON, N.A.


                                         By: /s/ GARY EGBERT
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------

                                         BANK OF AMERICA NATIONAL TRUST AND
                                         SAVINGS ASSOCIATION


                                         By: /s/ RICHARD E. BRYSON
                                             ----------------------------------
                                         Title: Managing Director
                                                -------------------------------

                       [Signatures continued on next page]
<PAGE>   14
                                         THE FUJI BANK LIMITED, LOS ANGELES
                                         AGENCY


                                         By:___________________________________
                                         Title:________________________________


                                         MERRILL LYNCH SENIOR FLOATING RATE
                                         FUND


                                         By: /s/ R. DOUGLAS HENDERSON
                                             ----------------------------------
                                         Title: Authorized Signatory
                                                -------------------------------


                                         SILICON VALLEY BANK


                                         By: /s/ GEIR B. HANSEN
                                             ----------------------------------
                                         Title: Assistant Vice President
                                                -------------------------------


                                         BANQUE NATIONALE DE PARIS


                                         By: /s/ JENNIFER Y. CHO
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         By: /s/ STEPHANE RONZE
                                             ----------------------------------
                                         Title: Assistant Vice President
                                                -------------------------------


                                         VAN KAMPEN AMERICAN CAPITAL PRIME
                                         RATE INCOME TRUST


                                         By: /s/ JEFFREY W. MAILLET
                                             ----------------------------------
                                         Title: Senior Vice President
                                                -------------------------------
                                                and Director
                                                -------------------------------

                       [Signatures continued on next page]
<PAGE>   15
                                         SKANDINAVISKA ENSKILDA BANKEN
                                         CORPORATION


                                         By: /s/ ALAN M. PALMER
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         By: /s/ PAUL ROBIN
                                             ----------------------------------
                                         Title: Assistant Vice President
                                                -------------------------------


                                         ML CBO IV (CAYMAN) LTD.

                                         By:      PROTECTIVE ASSET MANAGEMENT
                                                  L.L.C. AS COLLATERAL MANAGER


                                                   By: /s/ JAMES DONDERO
                                                       ------------------------
                                                   Title: President
                                                          ---------------------


                                         PRIME INCOME TRUST, INC.


                                         By:  /s/ RAFAEL SCOLARI
                                             -----------------------------------
                                         Title: Vice President Portfolio Manager
                                                --------------------------------


                                         BANQUE PARIBAS


                                         By: /s/ JOHN ACKER
                                             ----------------------------------
                                         Title: Group Vice President
                                                -------------------------------


                                         By: /s/ JEAN-YVES FILLION
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         GOLDMAN SACHS CREDIT PARTNERS L.P.


                                         By: /s/ STEPHEN B. KING
                                             ----------------------------------
                                         Title: Authorized Signatory
                                                -------------------------------


                                         DRESDNER BANK AG, NEW YORK AND
                                         GRAND CAYMAN BRANCHES


                                         By: /s/ JANE A. MAJESKI
                                             ----------------------------------
                                         Title: Vice President
                                                -------------------------------


                                         By: /s/ WILLIAM E. LAMBERT
                                             ----------------------------------
                                         Title: Assistant Vice President
                                                -------------------------------


                       [Signatures continued on next page]
<PAGE>   16
                                         MERRILL LYNCH PRIME RATE PORTFOLIO
                                         BY:      MERRILL LYNCH ASSET
                                                  MANAGEMENT, L.P., AS
                                                  INVESTMENT ADVISOR


                                         By:    /s/ J. DOUGLAS HENDERSON
                                            -----------------------------------
                                         Title:   Authorized Signatory
                                               --------------------------------