VANGUARD GUARANTY


     THIS VANGUARD GUARANTY (this "Guaranty") is made as of the 20th day of
February, 1998, by Vanguard Cellular Systems, Inc. (the "Guarantor") in favor of
the Secured Parties (as defined below).


                              W I T N E S S E T H:


     WHEREAS, pursuant to that certain Third Amended and Restated Facility A
Loan Agreement dated as of even date herewith (as the same may be hereafter
amended, modified, supplemented or restated from time to time, the "Facility A
Loan Agreement") by and among the Borrower (as defined therein), the
Co-Administrative Agents (as defined therein), the Funding Agent (as defined
therein), the Documentation Agent (as defined therein), the Syndication Agent
(as defined therein), the Collateral Agent (as defined therein) (the
Co-Administrative Agents, the Funding Agent, the Documentation Agent, the
Syndication Agent and the Collateral Agent, collectively, being referred to
herein as the "Facility A Agents"), the Issuing Bank (as defined therein), the
Swing Line Lender (as defined therein) and the Lenders (as defined therein)
signatory thereto (together with the Issuing Bank and the Swing Line Lender, the
"Facility A Banks"), the Facility A Banks have agreed to extend a credit
facility to the Borrower evidenced by the promissory notes in favor of each
Facility A Bank (as executed on the date hereof and as each may hereafter be
amended, modified, renewed or extended from time to time, collectively, the
"Facility A Notes");

     WHEREAS, pursuant to that certain Facility B Loan Agreement dated as of
even date herewith (as the same may be hereafter amended, modified, supplemented
or restated from time to time, the "Facility B Loan Agreement") by and among the
Borrower (as defined therein), the Co-Administrative Agents (as defined
therein), the Funding Agent (as defined therein), the Documentation Agent (as
defined therein), the Syndication Agent (as defined therein), the Collateral
Agent (as defined therein) (the Co-Administrative Agents, the Funding Agent, the
Documentation Agent, the Syndication Agent and the Collateral Agent are referred
to herein collectively as the "Facility B Agents"), and the Lenders (as defined
herein) signatory thereto (the "Facility B Banks"), the Facility B Banks have
agreed to extend a credit facility to the Borrower evidenced by the promissory
notes in favor of each Facility B Bank (as executed on the date hereof and as
each may hereafter be amended, modified, renewed or extended from time to time,
collectively, the "Facility B Notes"); and

     WHEREAS, the Borrower is a wholly-owned Subsidiary of the Guarantor and the
Guarantor and the Subsidiaries collectively are engaged in and are mutually
dependent on each other in conducting the business of owning, operating and
investing in Cellular Systems


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<PAGE>

and other wireless communications and related businesses as an integrated
operation with the Borrower;

     WHEREAS, the Guarantor will realize substantial direct and indirect
benefits as a result of the Facility A Loans made to the Borrower pursuant to
the Facility A Loan Agreement and of the Facility B Loans made to the Borrower
pursuant to the Facility B Loan Agreement;

     WHEREAS, as a condition precedent to the effectiveness of the Loan
Agreements (as defined below), and each of them, the Guarantor is required to
enter into this Guaranty;

     WHEREAS, the obligations of the Guarantor hereunder are secured by the
security interest granted to the Collateral Agent, for the benefit of the
Secured Parties, and each of them, by the Guarantor pursuant to the Vanguard
Pledge Agreement dated as of February 20, 1998 (the "Vanguard Pledge Agreement")
between the Collateral Agent and the Guarantor, and by all other Security
Documents given by the Guarantor;

     NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby agrees with the Secured Parties as follows:

     1. Definitions. All capitalized terms used herein shall have the meanings
ascribed to them in each of the Loan Agreements to the extent not otherwise
defined or limited herein. For the purpose of this Guaranty, (a) "Loan
Agreements" shall mean the Facility A Loan Agreement and the Facility B Loan
Agreement; (b) "Banks" shall mean the Facility A Banks and the Facility B Banks
(c) "Secured Parties" shall mean the Facility A Agents, the Facility B Agents
and the Banks; (d) "Notes" shall mean the Facility A Notes and the Facility B
Notes; and (e) "Guaranteed Agreements" shall mean the Notes and the Loan
Agreements, and the other Loan Documents executed by the Borrower in connection
therewith, as each may be amended, modified or extended from time to time; and.

     2. Guaranty. The Guarantor hereby guarantees to the Secured Parties, and
each of them, the full and prompt payment and performance of the Obligations,
together with all the obligations of the Borrower pursuant to the Guaranteed
Agreements, or any of them, including any interest thereon, plus reasonable and
actual attorneys' fees and expenses if the obligations represented by this
Guaranty are collected by law, through an attorney-at-law or under advice
therefrom.

     3. Guaranty Absolute. Regardless of whether any proposed guarantor or any
other Person shall become in any other way responsible to the Secured Parties,
or any of them, for or in respect of the Obligations or any part thereof, and
regardless of whether any Person now or hereafter responsible to the Secured
Parties, or any of them, for the Obligations or any part thereof, whether under
this Guaranty or otherwise, shall cease to be so liable, the Guarantor


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<PAGE>

hereby declares and agrees that this Guaranty shall be a joint and several
obligation, a continuing guaranty and operative and binding until the earlier of
such time as (i) the Obligations shall have been paid or performed in full and
the Banks, and each of them, shall have no further obligation to make Advances
under the Loan Agreements, or either of them, or (ii) the Guarantor shall have
satisfied all of its obligations under this Guaranty.

     4. Integration. Upon execution and delivery of this Guaranty by the
Guarantor to the Collateral Agent, this Guaranty shall be deemed to be finally
executed and delivered by the Guarantor and shall not be subject to or affected
by any promise or condition affecting or limiting the Guarantor's liability,
except as stated in the Loan Agreements, or either of them. No statement,
representation, agreement or promise heretofore made on the part of the Secured
Parties and the Borrower, or any of them, or any officer, employee or agent of
any of the foregoing, forms any part of this Guaranty unless contained herein,
has induced the making thereof or shall in any way affect the Guarantor's
liability hereunder.

     5. Amendment and Waiver. No alteration or waiver of this Guaranty or of any
of its terms, provisions or conditions shall be binding upon the parties against
whom enforcement is sought unless made in writing and signed by an authorized
officer of such party.

     6. Dealings with the Borrower, Etc. The Secured Parties, or any of them,
may, from time to time, to the extent permitted by the Loan Agreements, or
either of them, may from time to time, without exonerating or releasing the
Guarantor in any way under this Guaranty, (i) take such further or other
security or securities for the Obligations, or any part thereof, as the Secured
Parties, or any of them, may deem proper, or (ii) release, discharge, abandon or
otherwise deal with or fail to deal with any guarantor of the Obligations or any
security or securities therefor or any part thereof now or hereafter held by the
Secured Parties, or any of them, or (iii) amend, modify, extend, accelerate or
waive in any manner any of the provisions, terms, or conditions of the
Guaranteed Agreements, all as the Secured Parties, or any of them, may consider,
in their or its sole discretion expedient or appropriate. Without limiting the
generality of the foregoing or of Section 7 hereof, it is understood that the
Secured Parties, or any of them, to the extent permitted by the Loan Agreements,
or either of them, may, without exonerating or releasing the Guarantor, give up,
or modify or abstain from perfecting or taking advantage of, any security for
the Obligations and accept or make any compositions or arrangements, and realize
upon any security for the Obligations when, and in such manner, and with or
without notice to the Guarantor, except as required by Applicable Law, all as
the Secured Parties, or any of them, in their or its sole discretion, deems
expedient and consistent with the Loan Agreements, or either of them.

     7. Guaranty Unconditional. The Guarantor acknowledges and agrees that no
change in the nature or terms of the Obligations, any of the Guaranteed
Agreements or other agreements, instruments or contracts evidencing, related to
or attendant with the Obligations (including, without limitation any novation),
shall discharge all or any part of the liabilities


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<PAGE>

and obligations of the Guarantor pursuant to this Guaranty; it being the purpose
and intent of the Guarantor and the Secured Parties, and each of them, that the
covenants and agreements and all liabilities and obligations of the Guarantor
hereunder are absolute, unconditional and irrevocable under any and all
circumstances. Without limiting the generality of the foregoing, the Guarantor
agrees that until each and every one of the covenants and agreements of this
Guaranty is fully and indefeasibly performed, the Guarantor's undertakings
hereunder shall not be released, in whole or in part, by reason of (a) any
action or thing which might, but for this Section 7, be deemed a legal or
equitable discharge of a surety or guarantor, (b) any waiver of the Secured
Parties, or any of them, (c) the failure of the Secured Parties, or any of them,
to proceed promptly or otherwise, (d) any action taken or omitted by the Secured
Parties, or any of them, whether or not such action or failure to act varies or
increases the risk of, or affects the rights or remedies of, the Guarantor or
(e) further dealings between the Borrower or any other guarantor or surety, on
the one hand, and the Secured Parties, or any of them, on the other hand. The
Guarantor hereby expressly waives and surrenders any defense to its liability
hereunder and any right of counterclaim or offset of any nature or description
which it may have or which may exist based upon, and shall be deemed to have
consented to, any of the foregoing acts, omissions, things, agreements or
waivers.

     8. Setoff. The Secured Parties, and each of them, may, without demand or
notice of any kind upon or to the Guarantor, at any time or from time to time
when any amount shall be due and payable hereunder by the Guarantor, if the
Borrower shall not have timely paid any of the Obligations (after the lapse of
any applicable cure period), appropriate and apply to any portion of the
Obligations hereby guaranteed and in such order of application as the Secured
Parties, or any of them, may from time to time elect in accordance with the Loan
Agreements, or either of them, any property, balances, credit accounts or moneys
of the Guarantor in the possession or under the control of the Secured Parties,
or any of them, for any purpose.

     9. Loans in Excess of the Maximum Guaranteed Amount. The creation or
existence from time to time of Obligations in excess of the amount committed to
or outstanding on the date of this Guaranty is hereby authorized, without notice
to the Guarantor, and shall in no way impair or affect this Guaranty or the
rights of the Secured Parties, or any of them, hereunder. The Guarantor agrees
that the Obligations guaranteed hereunder may at any time and from time to time
exceed the Maximum Guaranteed Amount of the Guarantor, without impairing its
liability under this Guaranty or affecting the rights and remedies of the
Secured Parties, or any of them, hereunder. Anything in this Guaranty to the
contrary notwithstanding, it is the intention of the Guarantor and the Secured
Parties, and each of them, that the Guarantor's obligations hereunder shall not
exceed the Maximum Guaranteed Amount. The "Maximum Guaranteed Amount" with
respect to the Guarantor, shall mean the greater of (a) the amount of economic
benefit received, directly or indirectly, by the Guarantor pursuant to the
Guaranteed Agreements, or any of them, and (b) the maximum amount which would be
paid out by the Guarantor without rendering this Guaranty void or voidable under
Applicable Law including, without limitation, Title 11 of the United States
Code, as amended, and applicable state law regarding fraudulent conveyances.



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<PAGE>

     10. Bankruptcy of Borrower. Upon the bankruptcy or winding up or other
distribution of assets of the Borrower or of any surety or guarantor other than
the Guarantor for any Obligations to the Secured Parties, or any of them, the
rights of the Secured Parties, and each of them, against the Guarantor shall not
be affected or impaired by the omission of the Secured Parties, or any of them,
to prove the claim or the full claim of any of them, as appropriate, and the
Secured Parties, or any of them, may prove such claims as any of them sees fit
or refrain from proving any claim and, in their or its sole discretion, may
value as any of them sees fit or refrain from valuing any security held by any
of them without in any way releasing, reducing or otherwise affecting the
liability of the Guarantor to the Secured Parties, or any of them.

     11. Application of Payments. Payments by the Guarantor hereunder shall be
made to the Collateral Agent to be applied to the Guaranteed Obligations pro
rata based upon the amount of the Facility A Loans, the Letter of Credit
Obligations, the Swing Line Loans and the Facility B Loans, in each case to the
aggregate amount of the Facility A Loans, the Letter of Credit Obligations, the
Swing Line Loans and the Facility B Loans outstanding. Upon receipt of any
amounts hereunder, the Collateral Agent shall promptly distribute the
appropriate amounts to the Funding Agent under each of the Loan Agreements. Any
amount received by the Secured Parties, or any of them, from whatsoever source
and applied toward the payment of the Obligations shall be applied in the order
of application set forth in the immediately preceding sentence; provided,
however, that if any of the Banks obtains payment from any source on account of
the Facility A Loans and Facility B Loans made by any such Bank in excess of its
ratable share of the Facility A Loans and the Facility B Loans such Bank shall
forthwith purchase from the other Banks such participations in the Facility A
Loans and the Facility B Loans, as the case may be, as provided in the
applicable Loan Agreement.

     12. Waivers of Guarantor. The Guarantor hereby expressly waives: (a) notice
of acceptance of this Guaranty; (b) notice of the existence or creation of all
or any of the Obligations; (c) presentment, demand, notice of dishonor, protest
and all other notices whatsoever; (d) all diligence in collection or protection
of or realization upon the Obligations or any part thereof, any obligation
hereunder or any security for any of the foregoing; and (e) all rights of
subrogation, indemnification, contribution and reimbursement from the Borrower,
all rights to enforce any remedy which the Secured Parties, or any of them, may
have against the Borrower and any benefit of, or right to participate in, any
collateral or security now or hereinafter held by the Secured Parties, or any of
them, in respect of the Obligations, even upon payment in full of the
Obligations, except to the extent such waiver would be expressly prohibited by
Applicable Law. Any money received by the Guarantor in violation of this Section
shall be held in trust by the Guarantor for the benefit of the Secured Parties,
and each of them. If a claim is ever made upon the Secured Parties, or any of
them, for the repayment or recovery of any amount or amounts received by such
Person in payment of any of the Obligations and such Person repays all or part
of such amount by reason of (a) any judgment, decree or order of any court or
administrative body having jurisdiction over


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<PAGE>

such Person or any of its property or (b) any settlement or compromise of any
such claim effected by such Person with any such claimant, including, without
limitation, the Borrower, then the Guarantor agrees that any such judgment,
decree, order, settlement or compromise shall be binding upon the Guarantor,
notwithstanding any revocation hereof or the cancellation of any promissory note
or other instrument evidencing any of the Obligations, and the Guarantor shall
be and remain obligated to such Person hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by such Person.

     13. Assignment of Guaranteed Obligations. The Secured Parties, and each of
them, may, to the extent permitted under the Loan Agreements, or either of them,
and without notice of any kind, sell, assign or transfer all or any part of the
Obligations and, in such event, each and every immediate and successive
assignee, transferee or holder of all or any of the Obligations shall have the
right to enforce this Guaranty, by suit or otherwise, for the benefit of such
assignee, transferee or holder as fully as if such assignee, transferee or
holder were herein by name specifically given such rights, powers and benefits;
provided, however, the Secured Parties, and each of them, shall have an
unimpaired right, prior and superior to that of any such assignee, transferee or
holder, to enforce this Guaranty for the benefit of the Secured Parties, or any
of them, as to so much of the Obligations as the Secured Parties have not sold,
assigned or transferred.

     14. Remedies Cumulative. No delay by the Secured Parties, or any of them,
in the exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by the Secured Parties, or any of them, of any right
or remedy shall preclude other or further exercise thereof or the exercise of
any other right or remedy. No action by the Secured Parties, or any of them,
permitted hereunder shall in any way impair or affect this Guaranty. For
purposes of this Guaranty, the Obligations shall include, without limitation,
all Obligations of the Borrower to the Secured Parties, or any of them,
notwithstanding any right or power of any third party, individually or in the
name of the Borrower and the Secured Parties, or any of them, to assert any
claim or defense as to the invalidity or unenforceability of any such
Obligation, and no such claim or defense shall impair or affect the obligations
of the Guarantor hereunder.

     15. Successors and Assigns. This Guaranty shall be binding upon the
Guarantor, its successors and assigns, and inure to the benefit of the
successors and assigns of the Secured Parties, and each of them. The Guarantor
may not assign its rights or obligations under this Guaranty or any other Loan
Document without the prior consent of the Secured Parties.

     16. Guaranty of Payment; Notice. This is a guaranty of payment, not of
collection. In the event that the Secured Parties, or any of them, make a demand
upon the Guarantor under this Guaranty, the Guarantor shall be held and bound to
the Secured Parties, and each of them directly as debtor in respect of the
payment of the amounts hereby guaranteed. All


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<PAGE>

reasonable costs and expenses, including, without limitation reasonable
attorneys' fees and expenses, incurred by the Secured Parties, or any of them,
in obtaining performance of or collecting payments due under this Guaranty to
the extent permitted by the Loan Agreements, or either of them, shall be deemed
part of the Obligations guaranteed hereby. Any notice or demand which the
Secured Parties, or any of them, may wish to give shall be served upon the
Guarantor in the fashion prescribed for notices in Section 11.1 of each of the
Loan Agreements, and any notice so sent shall be deemed to be served as set
forth in Section 11.1 of each of the Loan Agreements.

     17. Loans Benefit Guarantor. The Guarantor expressly represents and
acknowledges that any financial accommodations by the Secured Parties, or any of
them, to the Borrower, including, without limitation, the extension of the
Facility A Loans and the Facility B Loans, or any of them, are and will be of
direct interest, benefit and advantage to the Guarantor. The Guarantor hereby
represents, warrants, covenants and agrees in favor of the Secured Parties, and
each of them, that: (a) the Guarantor will furnish to the Borrower for delivery
to the Secured Parties, and each of them, at such time or times as specified in
the Guaranteed Agreements, financial statements and other information concerning
the financial condition of the Guarantor as the Secured Parties, or any of them,
may require from time to time; (b) the Guarantor will furnish to the Borrower
for delivery to the Secured Parties, and each of them, promptly following the
filing thereof, any filings made by the Guarantor with the SEC or any reports
provided by the Guarantor to its shareholders; (c) the Guarantor will furnish to
the Secured Parties, or any of them, promptly upon receipt thereof, copies of
any notices received under the Vanguard Debentures or the Vanguard Indenture;
and (d) none of the Secured Parties, nor any of them, will have any obligation
to investigate the financial condition or affairs of the Borrower for the
benefit of the Guarantor nor to advise the Guarantor of any fact respecting, or
any change in, the financial condition or affairs of the Borrower that might
come to the knowledge of such Person at any time, whether or not such Person
knows or believes or has reason to know or believe that any such fact or change
is unknown to the Guarantor or might (or does) materially increase the risk of
the Guarantor as guarantor or might (or would) affect the willingness of the
Guarantor to continue as guarantor with respect to the Obligations.

     18. Inspections; Records. The Guarantor covenants and agrees that so long
as any amount is owing on account of the Facility A Loans, the Facility B Loans
and the Notes, or any of them, or otherwise pursuant to this Guaranty, the
Guarantor shall permit, as provided in the Loan Agreements, or either of them,
with respect to the Borrower, representatives of the Secured Parties, or any of
them, to visit and inspect properties of the Guarantor, inspect the Guarantor's
books and records and discuss with the principal officers of the Guarantor its
businesses, assets, liabilities, financial positions, results of operations and
business prospects.

     19. Event of Default. The occurrence of any one or more of the following
events shall constitute an event of default (an "Event of Default") under this
Guaranty: (a) the failure of the Guarantor to perform, observe, or comply with
(i) any of the provisions of this Guaranty


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<PAGE>

other than the payment provisions which failure shall not be cured within a
period of fifteen (15) days from the occurrence thereof or (ii) the payment
provisions of this Guaranty; (b) the occurrence and continuance of an Event of
Default under any of the Loan Documents (as defined therein); or (c) any
information contained in any financial statement, application, schedule, report
or any other document given by the Guarantor, the Borrower or any other Person
in connection with this Guaranty shall prove to be incorrect or misleading in
any material respect.

     Upon the occurrence and during the continuance of an Event of Default under
this Guaranty, the Collateral Agent, upon instruction of the Banks, or either of
them, may declare an amount equal to any or all of the then unpaid balance of
the Obligations (whether then due or not) to be immediately due and payable by
the Guarantor, and the Guarantor shall on demand pay the same to the Collateral
Agent, on behalf of the Banks, or any of them, in immediately available funds,
in lawful money of the United States of America.

     20. Solvency. The Guarantor expressly represents and warrants that as of
the date hereof and after giving effect to the transaction contemplated by the
Loan Agreements, or either of them, (i) the property of the Guarantor, at a fair
valuation, will not exceed its debt; (ii) the capital of the Guarantor will not
be unreasonably small to conduct its business; (iii) the Guarantor will not have
incurred debts, or have intended to incur debts, beyond its ability to pay such
debts as they mature; and (iv) the present fair salable value of the assets of
the Guarantor will be materially greater than the amount that will be required
to pay its probable liabilities (including debts) as they become absolute and
matured. For purposes of this Section 20, "debt" means any liability on a claim,
and "claim" means (a) the right to payment, whether or not such right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
undisputed, legal, equitable, secured or unsecured, or (b) the right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, undisputed, secured or
unsecured.

     21. Jurisdiction and Venue. If any action or proceeding shall be brought by
the Collateral Agent and the Secured Parties, or any of them, in order to
enforce any right or remedy under this Guaranty or any other Loan Document to
which the Guarantor is party, the Guarantor hereby consents to the jurisdiction
of any state or federal court of competent jurisdiction sitting within the area
comprising the Southern District of New York on the date of this Guaranty. The
Guarantor hereby agrees, to the extent permitted by Applicable Law, that service
of the summons and complaint and all other process which may be served in any
such suit, action or proceeding may be effected by mailing by registered mail a
copy of such process to the offices of the Borrower, as set forth in Section
11.1 of each of the Loan Agreements, and that personal service of process shall
not be required. Nothing herein shall be construed to prohibit service of
process by any other method permitted by law, or the bringing of any suit,
action or proceeding in any other jurisdiction. The Guarantor agrees that final
judgment in such suit, action or proceeding shall be conclusive and may be
enforced in


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<PAGE>

any other jurisdiction by suit on the judgment or in any other manner provided
by Applicable Law. The Guarantor hereby irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of venue of any such suit, action or proceeding brought in any such court
and any claim that such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

     22. Severability. If any paragraph or part thereof shall for any reason be
held or adjudged to be invalid, illegal or unenforceable by any court of
competent jurisdiction, such paragraph or part thereof so adjudicated invalid,
illegal or unenforceable shall be deemed separate, distinct and independent, and
the remainder of this Guaranty shall remain in full force and effect and shall
not be affected by such holding or adjudication.

     23. Time of the Essence. Time is of the essence with regard to the
Guarantor's performance of its obligations hereunder.

     24. Ratification. The Guarantor hereby ratifies and affirms each and every
representation, warranty, covenant and other agreement made on its behalf by the
Borrower in the Loan Agreements, or either of them.

     25. GOVERNING LAW. THE PROVISIONS OF THIS GUARANTY SHALL BE CONSTRUED AND
INTERPRETED, AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO DETERMINED, IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK. THIS GUARANTY,
TOGETHER WITH ALL DOCUMENTS REFERRED TO HEREIN, CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS ADDRESSED HEREIN AND MAY NOT BE
MODIFIED EXCEPT AS PERMITTED BY THE LOAN AGREEMENTS, OR EITHER OF THEM.

     26. WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY AGREES TO WAIVE AND HEREBY
WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION OR PROCEEDING
OF ANY TYPE IN WHICH THE GUARANTOR, THE SECURED PARTIES AND ANY OF THEIR
RESPECTIVE SUCCESSORS OR ASSIGNS, OR ANY OF THEM, IS A PARTY, AS TO ALL MATTERS
AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS GUARANTY OR ANY OTHER LOAN
DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS SECTION 26.

     27. Loan Document. This Guaranty shall be a Loan Document for all purposes
of the Loan Agreements and the other Loan Documents, and each of them.

     28. Regulatory Compliance. Notwithstanding anything herein which may be
construed to the contrary, (a) no action shall be taken by the Collateral Agent
which may


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<PAGE>

require the consent or approval of the FCC unless and until all requirements of
the Communications Act of 1934 and any applicable rules and regulations
thereunder requiring the consent to or approval of such action by the FCC have
been satisfied and (b) no action shall be taken by the Collateral Agent which
may require the consent or approval of the State of New York Public Service
Commission unless and until any and all such consents or approvals of the State
of New York Public Service Commission have been obtained. The Borrower covenants
that upon request of the Collateral Agent it will cause to be filed such
applications and take such other action as may be requested by the Collateral
Agent to obtain consent or approval of the FCC and the State of New York Public
Service Commission, as applicable, to any action contemplated by this Agreement
and to give effect to the security interest of the Collateral Agent, including,
without limitation, the execution of an application for consent by the FCC to an
assignment or transfer involving a change in ownership or control pursuant to
the provisions of the Communications Act of 1934.

     29. Headings. The section headings used herein are for convenience only and
shall not in any way modify or amend any of the terms or provisions hereof, nor
be used in connection with the interpretation of any terms or provisions hereof.


                  [Remainder of page intentionally left blank]


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<PAGE>


         IN WITNESS  WHEREOF,  the  Guarantor  has caused  this  Guaranty  to be
executed and sealed as of the date first above written.


GUARANTOR:                               VANGUARD CELLULAR SYSTEMS, INC.


                                         By:     /s/   Stephen L. Holcombe
                                                 -------------------------------
                                                 Stephen L. Holcombe
                                                 Executive Vice President
[CORPORATE SEAL]
                                         Attest: /s/   Richard C. Rowlenson
                                                 -------------------------------
                                                 Richard C. Rowlenson
                                                 Assistant Secretary



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