VCOC GUARANTY


     THIS VCOC GUARANTY (this "Guaranty") is made as of the 20th day of
February, 1998, by Vanguard Cellular Operating Corp. ("VCOC") 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,
collectively, being referred to herein as the "Facility B Agents"), and the
Lenders (as defined therein) 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");

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


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<PAGE>

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

     WHEREAS, VCOC 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, VCOC has determined that its execution, delivery and performance
of this Guaranty directly benefits, and is within the corporate purposes and in
the best interests of, VCOC:

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

     WHEREAS, as set forth in the Loan Agreements, VCOC has agreed to execute
this Guaranty guaranteeing the payment and performance by the Borrower of the
Obligations and covenants under the Notes (as defined below), the Loan
Agreements and the other Loan Documents executed by the Borrower in connection
therewith; and

     NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, VCOC hereby agrees with the Secured Parties, and each of them, 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. VCOC 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.



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<PAGE>

     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, VCOC 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 to the Borrower
under the Loan Agreements, or either of them, or (ii) VCOC shall have satisfied
all of its obligations under this Guaranty.

     4. Integration. Upon execution and delivery of this Guaranty by VCOC to the
Collateral Agent, this Guaranty shall be deemed to be finally executed and
delivered by VCOC and shall not be subject to or affected by any promise or
condition affecting or limiting VCOC'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 VCFC, 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 VCOC'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, without exonerating or releasing VCOC 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 VCOC, 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 VCOC, execpt
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.



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<PAGE>

     7. Guaranty Unconditional. VCOC acknowledges and agrees that no change in
the nature or terms of the Obligations, any of the Guaranteed Agreements or any
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 and obligations of VCOC pursuant to
this Guaranty; it being the purpose and intent of VCOC and the Secured Parties,
and each of them, that the covenants, agreements and all liabilities and
obligations of VCOC hereunder are absolute, unconditional and irrevocable under
any and all circumstances. Without limiting the generality of the foregoing,
VCOC agrees that until each and every one of the covenants and agreements of
this Guaranty is fully and indefeasibly performed, VCOC'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 VCOC or (e) any further dealings
between VCFC or any other guarantor or surety, on the one hand, and the Secured
Parties, or any of them, on the other hand. VCOC 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 VCOC, at any time or from time to time when any
amount shall be due and payable hereunder by VCOC, if VCFC 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 elect
from time to time, in accordance with the Loan Agreements, or either of them,
any property, balances, credit accounts or moneys of VCOC 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 VCOC, and shall in no way impair or affect this Guaranty or the rights of the
Secured Parties, or any of them, hereunder. VCOC agrees that the Obligations
guaranteed hereunder may at any time and from time to time exceed the Maximum
Guaranteed Amount of VCOC, 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 VCOC and the Secured Parties, and each of them, that VCOC's
obligations hereunder shall be and not exceed the Maximum Guaranteed Amount. The
"Maximum Guaranteed Amount" with respect to VCOC shall mean the greater of (a)
the


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<PAGE>

amount of economic benefit received, directly or indirectly, by VCOC pursuant to
the Guaranteed Agreements, or any of them, and (b) the maximum amount which
would be paid out by VCOC 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.

     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
VCOC for any Obligations to the Secured Parties, or any of them, the rights of
the Secured Parties, and each of them, against VCOC 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 VCOC to the Secured Parties, or any of them.

     11. Application of Payments. Payments by VCOC 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 VCOC. VCOC 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 VCOC in violation of this Section shall be held in trust by
VCOC for the benefit of the Secured Parties, and each of them. If a claim is
ever


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<PAGE>

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 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 VCOC agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon VCOC,
notwithstanding any revocation hereof or the cancellation of any promissory note
or other instrument evidencing any of the Obligations, and VCOC 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 VCOC hereunder.

     15. Successors and Assigns. This Guaranty shall be binding upon VCOC, its
successors and assigns, and inure to the benefit of the successors and assigns
of the Secured Parties, and each of them. VCOC 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 the Secured Parties, or any of them, make a demand upon
VCOC under this


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<PAGE>

Guaranty, VCOC 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 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 VCOC 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 VCOC. VCOC 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, and each of them, are and will be of direct interest,
benefit and advantage to VCOC. VCOC hereby represents, warrants, covenants and
agrees in favor of the Secured Parties, and each of them, that: (a) VCOC 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,
and (b) 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 VCOC nor to advise VCOC 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 VCOC or
might (or does) materially increase the risk of VCOC as guarantor or might (or
would) affect the willingness of VCOC to continue as guarantor with respect to
the Obligations.

     18. Inspections; Records. VCOC 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, and otherwise pursuant to this Guaranty, VCOC 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 VCOC, inspect VCOC's books and records and discuss
with the principal officers of VCOC 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 VCOC to perform, observe, or comply with (i) any of
the provisions of this Guaranty 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 VCOC, the Borrower
or any other Person in


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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
VCOC, and VCOC 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. VCOC 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 VCOC, at a fair valuation,
will not exceed its debt; (ii) the capital of VCOC will not be unreasonably
small to conduct its business; (iii) VCOC 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 VCOC 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 VCOC is party, VCOC 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. VCOC 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 VCFC, 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. VCOC agrees that final judgment in such suit, action or proceeding
shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by Applicable Law. VCOC 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.



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<PAGE>

     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 VCOC's
performance of its obligations hereunder.

     24. Ratification. VCOC 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. VCOC 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 VCOC, 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 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


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<PAGE>

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.


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<PAGE>



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


GUARANTOR:                           VANGUARD CELLULAR OPERATING CORP.


                                     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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