<PAGE>

CLIFFORD
CHANCE                                                            Exhibit 10.34
PUNDER

                               DATED 30 APRIL 2002

                      WESTERN WIRELESS INTERNATIONAL D.O.O.
                                   as Borrower

                          IKB DEUTSCHE INDUSTRIEBANK AG
                   as Lead Arranger, Off Shore Security Agent,
            Off Shore Facility Agent and Original Euro Facility Bank

                         KREDITANSTALT FUR WIEDERAUFBAU
                as Lead Arranger and Original Euro Facility Bank

               RAIFFEISENLANDESBANK OBEROSTERREICH REG.GEN.M.B.H.
              as Senior Co-Arranger and Original Euro Facility Bank

                     NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA
                 as Senior Co-Arranger, On Shore Security Agent,
             On Shore Facility Agent and Original SIT Facility Bank

                   LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE
                 as Co-Arranger and Original Euro Facility Bank

                             HYPO ALPE-ADRIA-BANK AG
                 as Co-Arranger and Original Euro Facility Bank

                            HYPO ALPE-ADRIA-BANK D.D.
                          as Original SIT Facility Bank

                                       and

                                     OTHERS

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

                               FACILITY AGREEMENT
                    RELATING TO THE PROJECT FINANCING OF THE
                VEGA GSM TELECOMMUNICATIONS NETWORKS IN SLOVENIA

                ------------------------------------------------
<PAGE>

                                    CONTENTS
<TABLE>
<CAPTION>
<S>                                                                         <C>
CLAUSE                                                                      PAGE

1.       Definitions and Interpretation ...............................        2

2.       The Facilities ...............................................       27

3.       Purpose ......................................................       28

4.       Conditions of Utilisation ....................................       29

5.       Utilisation ..................................................       30

6.       Loans ........................................................       33

7.       Guarantees and Letters of credit .............................       33

8.       SIT Facility Guarantees and Letters of Credit ................       34

9.       Interest on Loans ............................................       36

10.      Interest Periods .............................................       41

11.      Changes to the Calculation of Interest .......................       42

12.      Fees .........................................................       43

13.      Repayment ....................................................       45

14.      Prepayment and Cancellation ..................................       46

15.      Tax Gross-Up and Indemnities .................................       50

16.      Increased Costs ..............................................       52

17.      Other Indemnities ............................................       53

18.      Mitigation by the Banks ......................................       54

19.      Costs and Expenses ...........................................       54

20.      Representations ..............................................       56

21.      Reporting Requirements .......................................       62

22.      Financial Covenants and Network Milestones ...................       65

23.      Accounts and Payments ........................................       68

24.      General Undertakings .........................................       77

25.      Events of Default ............................................       85

26.      Changes to the Parties .......................................       90
</TABLE>

<PAGE>

<TABLE>
<S>                                                                           <C>
27.      Role Of The Agent And The Arranger ...........................       94

28.      Conduct Of Business By The Finance Parties ...................       98

29.      Sharing Among The Finance Parties ............................       99

30.      Payment Mechanics ............................................      101

31.      Set Off ......................................................      103

32.      Notices ......................................................      103

33.      Calculations and Certificates ................................      106

34.      Partial Invalidity ...........................................      107

35.      Remedies and Waivers .........................................      107

36.      Amendments and Waivers .......................................      107

37.      Counterparts .................................................      108

38.      Governing Law ................................................      109

39.      Arbitration ..................................................      109

40.      Jurisdiction .................................................      109
</TABLE>

<PAGE>

THIS AGREEMENT is dated 30 April 2002 and made between:

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

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

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

(4)   LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE and HYPO ALPE-ADRIA-BANK AG as
      co-arrangers (the "CO-ARRANGERS");

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

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

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

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

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

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

WHEREAS

(A)   On November 16, 2000, the Borrower was selected to become the third mobile
      operator in Slovenia by the Slovenian telecommunications regulator and on
      3 January 2001 signed the Concession Agreement.

(B)   The Borrower intends to install and to operate a third wireless
      communication network in Slovenia.

(C)   For the financing of the construction and operation of such network the
      Original Euro Facility Banks have agreed to grant two term loan facilities
      in the amount of Euro 96,443,308.50 upon the terms and conditions set out
      below and the Original SIT Facility Banks have agreed to grant a revolving
      loan, guarantee and letter of credit facility in the amount of SIT
      4,400,000,000.


                                     - 1 -
<PAGE>

IT IS AGREED as follows:

                                    SECTION 1
                                 INTERPRETATION

1.    DEFINITIONS AND INTERPRETATION

1.1   DEFINITIONS

      In this Agreement:

      "ABANDONMENT OF THE PROJECT" means that the Sponsors and/or Shareholders
      fail to provide the Borrower with:

      (a)   the assistance required pursuant to clause 3.2.2 (Technical and
            managerial capacity and assistance) of the Sponsors' and
            Shareholders' Undertaking and Completion Guarantee and/or the
            Management Agreement; and/or

      (b)   the Sponsor Contributions required in accordance with the Sponsors'
            and Shareholders' Undertaking and Completion Guarantee are not made
            at the times and in the manner required by the Sponsors' and
            Shareholders' Undertaking and Completion Guarantee.

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

      "AGENT" means the Off Shore Facility Agent and/or the On Shore Facility
      Agent as the case may be.

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

      "AMOUNT DEMANDED" has the meaning given to it in Clause 8.1 (Notification
      of demand).

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

      "APPLICABLE MARGIN" means the ECA Facility Applicable Margin, the
      Commercial Facility Applicable Margin or the SIT Facility Applicable
      Margin as the case may be.

      "ARRANGER" means any of the Lead Arrangers, the Senior Co-Arrangers and/or
      the Co-Arrangers as the case may be.

      "ASSET AND LICENCE PLEDGE AND LEASE CONTRACTS ASSIGNMENT AGREEMENT" means
      the asset and licence pledge and lease contracts assignment agreement to
      be entered into between the Borrower and the Senior Creditors.

      "ASSIGNMENT OF RECEIVABLES AS SECURITY AND ASSIGNMENT OF INSURANCE
      POLICIES AGREEMENT" means the assignment of receivables as security and
      assignment of insurance policies agreement to be entered into between the
      Borrower and the Senior Creditors.

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


                                     - 2 -
<PAGE>

      "AVAILABILITY PERIOD" means:

      (a)   in relation to the ECA Facility, the period from the date upon which
            the conditions precedent in Schedule 6 (Conditions Precedent) have
            been satisfied up to and including 31 December 2003;

      (b)   in relation to the Commercial Facility, the period from the date
            upon which the conditions precedent in Schedule 6 (Conditions
            Precedent) have been satisfied up to and including 31 December 2004;
            and

      (c)   in relation to the SIT Facility, the period from the date upon which
            the conditions precedent in Schedule 6 (Conditions Precedent) have
            been satisfied up to and including 31 October 2009.

      "AVAILABLE COMMITMENT" means, in relation to a Facility, a Bank's
      Commitment under that Facility minus:

      (a)   the amount of its participation under that Facility in any
            outstanding Loans and, if applicable, SIT Facility Guarantees or
            LCs; and

      (b)   in relation to any proposed Utilisation, the amount of its
            participation under that Facility in any Loans that are due to be
            made and, if applicable, SIT Facility Guarantees or LCs that are due
            to be issued or opened on or before the proposed Utilisation Date,

      other than, in relation to any proposed Utilisation under the SIT Facility
      only, that Bank's participation in any SIT Facility Loans and, if
      applicable, SIT Facility Guarantees or LCs that are due to be repaid or
      prepaid or expire on or before the proposed Utilisation Date.

      "AVAILABLE FACILITY" means:

      (a)   in relation to a Euro Facility, the aggregate of each Euro Facility
            Bank's Available Commitment; and

      (b)   in relation to the SIT Facility, the aggregate of each SIT Facility
            Bank's Available Commitment.

      "BANK" means:

      (a)   any of the Original Euro Facility Banks and any of the Original SIT
            Facility Banks; and

      (b)   any bank, financial institution, trust, fund or other entity which
            has become a Party in accordance with Clause 26 (Changes to the
            Parties),

      which in each case has not ceased to be a Party in accordance with the
      terms of this Agreement.

      "BENEFICIARY" means a beneficiary of a SIT Facility Guarantee or LC.

      "BILLS OF EXCHANGE" means ten (10) blank bills of exchange to be issued by
      the Borrower as collateral for the purpose of securing the obligations of
      the Borrower under this Agreement.

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


                                     - 3 -
<PAGE>

      "BORROWER'S SHARE PLEDGE AGREEMENT" means the agreement to be entered into
      by the Shareholders, the Borrower and the Senior Creditors for the purpose
      of pledging the Shareholders' interests in the Borrower to the Senior
      Creditors.

      "BREAK COSTS" means, in the case of any Euro Facility Loan, the amount (if
      any) in Euro or, in the case of any SIT Facility Loan, the amount (if any)
      in SIT by which:

      (i)   the interest which a Bank should have received for the period from
            the date of receipt of all or any part of its participation in a
            Loan or Unpaid Sum to the last day of the current Interest Period in
            respect of that Loan or Unpaid Sum, had the principal amount or
            Unpaid Sum received been paid on the last day of that Interest
            Period;

      exceeds:

      (ii)  the amount which that Bank would be able to obtain by placing an
            amount equal to the principal amount or Unpaid Sum received by it on
            deposit with a leading bank in the European Interbank Market or as
            the case may be the Slovenian Interbank Market for a period starting
            on the Business Day following receipt or recovery and ending on the
            last day of the current Interest Period

      in each case as determined and notified to the Borrower by the relevant
      Bank in accordance with Clause 11.4 (Break Costs) on the date the Borrower
      becomes liable for such costs in accordance with this Agreement.

      "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
      banks are open for general business in Ljubljana (in relation to any date
      for payment or a Utilisation under the SIT Facility) and in all other
      cases in Dusseldorf and Ljubljana and (in relation to any date for payment
      or purchase of Euro) any TARGET Day.

      "BUSINESS PLAN" means, prior to the delivery of the first Updated Business
      Plan, the Initial Business Plan and thereafter the most recently delivered
      Updated Business Plan.

      "CAPITAL EXPENDITURE RESERVE ACCOUNT" means the account established
      pursuant to Clause 23.7 (Capital Expenditure Reserve Account).

      "CASH FLOW" means, in respect of the relevant period, EBITDA plus the
      amount of any reductions in working capital and any realised foreign
      exchange gains less the amount of any increases in working capital, income
      tax and realised foreign exchange losses.

      "CASH INTEREST EXPENSE" means in relation to any period the total amount
      of all interest, fees and commissions due and payable in respect of
      Financial Indebtedness during such period.

      "CASH SHORTFALL" means the inability of the Borrower to meet its payment
      obligations when due in accordance with Clauses 23.3(d)(i) to (vii)
      (Application of moneys on the Proceeds and Revenue Accounts) at any time.

      "CFO" means the person holding the office of chief financial officer of
      the Borrower.

      "CLAIMS ASSIGNMENT AND BILLS OF EXCHANGE AGREEMENT" means the claims
      assignment and bills of exchange agreement to be entered into between the
      Borrower and the Senior Creditors.

      "CO-ARRANGERS" means Landesbank Schleswig-Holstein Girozentrale and Hypo
      Alpe-Adria-Bank AG.


                                     - 4 -
<PAGE>

      "COMMERCIAL FACILITY" means the term loan facility made available under
      this Agreement as described in Clause 2 (The Facilities).

      "COMMERCIAL FACILITY APPLICABLE MARGIN" has the meaning given to it in
      Clause 9.2(b) (Calculation of floating rate interest under the Commercial
      Facility).

      "COMMERCIAL FACILITY APPLICABLE MARGIN ADJUSTMENT DATE" has the meaning
      given to it in Clause 9.2(b) (Calculation of floating rate interest under
      the Commercial Facility).

      "COMMERCIAL FACILITY COMMITMENT" means:

      (a)   in relation to an Original Euro Facility Bank, the amount set
            opposite its name under the heading "Commercial Facility Commitment"
            in Schedule 1 (Commitments) and the amount of any other Commercial
            Facility Commitment transferred to it under this Agreement; and

      (b)   in relation to any other Euro Facility Bank, the amount of any
            Commercial Facility Commitment transferred to it under this
            Agreement,

      to the extent not cancelled, reduced or transferred by it under this
      Agreement.

      "COMMERCIAL FACILITY LOAN" means a loan made or to be made under the
      Commercial Facility or the principal amount outstanding for the time being
      of that loan.

      "COMMERCIAL FACILITY REPAYMENT DATE" means the dates set out in Schedule 2
      (Repayment dates).

      "COMMITMENT" means a ECA Facility Commitment, Commercial Facility
      Commitment or SIT Facility Commitment.

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

      "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking
      substantially in a recommended form of the LMA as set out in Schedule 3
      (LMA Form of Confidentiality Undertaking) or in any other form agreed
      between the Borrower and the Off Shore Facility Agent.

      "CONTRIBUTED CAPITAL" means the sum of (a) Equity Contributions to the
      Borrower plus (b) Subordinated Loans (but excluding in each case any
      deferred interest or dividend amounts thereon).

      "CONTRIBUTED CAPITAL RATIO" means the ratio of Contributed Capital to the
      sum of Contributed Capital plus aggregate Financial Indebtedness.

      "COVENANT COMPLIANCE CERTIFICATE" means a certificate substantially in the
      form set out in Schedule 14 (Covenant Compliance Certificate).

      "DEBT SERVICE" means, in relation to any period, the sum of (a) Cash
      Interest Expense plus (b) the principal amount of any Financial
      Indebtedness due to be repaid in accordance with its terms during such
      period.

      "DEBT SERVICE COVER RATIO" OR "DSCR" means the Cash Flow calculated by
      reference to the last two (2) Quarters immediately preceding the relevant
      calculation date divided


                                     - 5 -
<PAGE>

      by the Debt Service calculated by reference to the last two (2) Quarters
      immediately preceding the relevant calculation date.

      "DEBT SERVICE PAYMENTS" means any interest, principal, fees and any other
      financing costs payable by the Borrower under the Facilities, the Hedging
      Agreements, the Sponsors Unsecured Loan Agreement and the Lucent Loan
      Agreement.

      "DEBT SERVICE RESERVE ACCOUNT" means the account to be set up and funded
      by the Borrower in accordance with Clause 23.9 (Debt Service Reserve
      Account).

      "DEBT SERVICE RESERVE ACCOUNT PLEDGE AGREEMENT" means the debt service
      reserve account pledge agreement to be entered into between the Borrower
      and the Off Shore Security Agent acting on behalf of the Senior Creditors.

      "DEBT SERVICE ACCOUNT" means the account established pursuant to Clause
      23.6 (Debt Service Account).

      "DEBTOR" has the meaning given to it in Clause 25.1.8 (Insolvency).

      "DELIVERY CONTRACT" means the delivery contract between the Equipment
      Vendor and the Borrower dated 15 March 2001 and signed on 21 March 2001
      and 30 April 2001 as amended from time to time.

      "DELIVERY CONTRACT CLAIMS AND LICENCE ASSIGNMENT AGREEMENT" means the
      delivery contract claims and licence assignment agreement to be entered
      into between the Equipment Vendor and the Off Shore Facility Agent acting
      on behalf of the Senior Creditors.

      "DISCHARGED RIGHTS AND OBLIGATIONS" has the meaning given to it in Clause
      26.5(b)(i) (Procedure for transfer).

      "DISPUTE" has the meaning given to it in Clause 39.1 (Arbitration).

      "DSRA-REQUIRED BALANCE" has the meaning given to it in Clause 23.9.2 (Debt
      Service Reserve Account).

      "EBITDA" means in relation to the relevant period, the sum of:

      (a)   net income;

      (b)   the sum of interest expense in respect of Financial Indebtedness
            minus interest earnings;

      (c)   taxes;

      (d)   depreciation and amortisation; and

      (e)   other finance and non-cash charges.

      "ECA" means Hermes Kreditversicherungs AG-, Hamburg.

      "ECA COVER DOCUMENTS" means the documentation issued by the ECA in
      connection with a "Guarantee of Finance Credit" under the terms of which
      the ECA guarantees the repayment of 95% of the ECA Facility upon the
      occurrence of certain political and/or commercial risk events.


                                     - 6 -
<PAGE>

      "ECA FACILITY" means the term loan facility made available under this
      Agreement as described in Clause 2 (The Facilities) (divided into ECA
      Facility Tranche 1, ECA Facility Tranche 2 and ECA Facility Tranche 3) and
      which is covered by the ECA pursuant to the ECA Cover Documents.

      "ECA FACILITY APPLICABLE MARGIN" has the meaning given to it in Clause
      9.1(b) (Calculation of floating rate interest under the ECA Facility).

      "ECA FACILITY APPLICABLE MARGIN ADJUSTMENT DATE" has the meaning given to
      it in Clause 9.1(b) (Calculation of floating rate interest under the ECA
      Facility).

      "ECA FACILITY COMMITMENT" means:

      (a) in relation to an Original Euro Facility Bank, the aggregate amount
      set opposite its name under the heading "ECA Facility Commitment" in
      Schedule 1 (Commitments) and the amount of any other ECA Facility
      Commitment transferred to it under this Agreement; and

      (b)   in relation to any other Euro Facility Bank, the amount of any ECA
            Facility Commitment transferred to it under this Agreement,

      to    the extent not cancelled, reduced or transferred by it under this
            Agreement.

      "ECA FACILITY LOAN" means a loan made or to be made under the ECA Facility
      or the principal amount outstanding for the time being of that loan.

      "ECA FACILITY TRANCHE 1" has the meaning given to it in Clause 2.1(a)(i)
      (The Facilities).

      "ECA FACILITY TRANCHE 2" has the meaning given to it in Clause 2.1(a)(i)
      (The Facilities).

      "ECA FACILITY TRANCHE 3" has the meaning given to it in Clause 2.1(a)(i)
      (The Facilities).

      "ECA FACILITY TRANCHE 1 COMMITMENT" means:

      (a)   in relation to an Original Euro Facility Bank, the amount set
            opposite its name under the heading "ECA Facility Tranche 1
            Commitment" in Schedule 1 (Commitments) and the amount of any other
            ECA Facility Tranche 1 Commitment transferred to it under this
            Agreement; and

      (b)   in relation to any other Euro Facility Bank, the amount of any ECA
            Facility Tranche 1 Commitment transferred to it under this
            Agreement,

      to the extent not cancelled, reduced or transferred by it under this
      Agreement.

      "ECA FACILITY TRANCHE 2 COMMITMENT" means:

      (a)   in relation to an Original Euro Facility Bank, the amount set
            opposite its name under the heading "ECA Facility Tranche 2
            Commitment" in Schedule 1 (Commitments) and the amount of any other
            ECA Facility Tranche 2 Commitment transferred to it under this
            Agreement; and

      (b)   in relation to any other Euro Facility Bank, the amount of any ECA
            Facility Tranche 2 Commitment transferred to it under this
            Agreement,


                                     - 7 -
<PAGE>

      to the extent not cancelled, reduced or transferred by it under this
      Agreement.

      "ECA FACILITY TRANCHE 3 COMMITMENT" means:

      (a)   in relation to an Original Euro Facility Bank, the amount set
            opposite its name under the heading "ECA Facility Tranche 3
            Commitment" in Schedule 1 (Commitments) and the amount of any other
            ECA Facility Tranche 3 Commitment transferred to it under this
            Agreement; and

      (b)   in relation to any other Euro Facility Bank, the amount of any ECA
            Facility Tranche 3 Commitment transferred to it under this
            Agreement,

      to the extent not cancelled, reduced or transferred by it under this
      Agreement.

      "ECA PREMIUM" means the fee payable to the ECA by the Off Shore Facility
      Agent pursuant to the ECA Cover Documents and by the Equipment Vendor
      pursuant to any additional cover granted by the ECA to the Equipment
      Vendor in connection with the Delivery Contract.

      "ELIGIBLE EXPENDITURE" means expenditures which do not exceed and may be
      applied in respect of:

      (a)   85 per cent. of the Estimated Contract Value;

      (b)   85 per cent. of the ECA Premium due to the ECA (or to the Equipment
            Vendor in reimbursement of amounts paid by the Equipment Vendor to
            the ECA in respect of the ECA Premium) under the terms of the ECA
            Cover Documents; and

      (c)   85 per cent. of interest due on the ECA Facility during the
            Availability Period.

      "ENVIRONMENTAL CLAIM" means any claim, proceeding or investigation by any
      person in respect of any Environmental Law.

      "ENVIRONMENTAL LAW" means any applicable law, regulation, court decision
      or administrative decision binding on the Borrower in any jurisdiction in
      which the Borrower conducts business which relates to the pollution or
      protection of the environment or harm to or the protection of human health
      or the health of animals or plants.

      "ENVIRONMENTAL PERMITS" means any Authorisation and the filing of any
      notification, report or assessment required under any Environmental Law
      for the operation of the business of the Borrower conducted on or from the
      properties owned or used by the Borrower.

      "EQUIPMENT REVENUES" means revenues deriving from the sale of hand-sets.

      "EQUIPMENT VENDOR" means Lucent Technologies Network Systems GmbH,
      Nurnberg, Germany.

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

      "ESTIMATED CONTRACT VALUE" means the estimated value of the equipment and
      services for all phases of the Project (comprising the Initial
      Configuration and the Planned Network Expansion) payable under the
      Delivery Contract, being Euro 60,548,303.


                                     - 8 -
<PAGE>

      "ETSI" means the European Telecommunications Standards Institute.

      "EURIBOR" means, in relation to any Loan in Euro:

      (a)   the applicable Screen Rate; or

      (b)   (if no Screen Rate is available for the Interest Period of that
            Loan) the arithmetic mean of the rates (rounded upwards to four
            decimal places) as supplied to the Off Shore Facility Agent at its
            request quoted by the Reference Banks to leading banks in the
            European Interbank Market, as of 11:00 am (Central European time) on
            the Quotation Day for the offering of deposits in Euro for a period
            comparable to the Interest Period of the relevant Loan.

      "EURO" means the single currency unit of the European Union as constituted
      by the Treaty on European Union as referred to in European Monetary Union
      legislation.

      "EURO FACILITY" means the ECA Facility and/or the Commercial Facility.

      "EURO FACILITY BANK" means any Bank which has become a Party in accordance
      with the terms of this Agreement, which will participate in the Euro
      Facility and which, in any case, has not ceased to be a Party to this
      Agreement.

      "EURO FACILITY INTEREST PAYMENT DATE" means the last day of an Interest
      Period or where an Interest Period is longer than 3 Months, the last day
      of each consecutive period of 3 Months from (and including) the first day
      of that Interest Period.

      "EURO FACILITY LOAN" means a loan made or to be made under a Euro Facility
      or the principal amount outstanding for the time being of that loan.

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

      "EXCESS CASH FLOW" means any amount available for further distribution
      from time to time following the application of any amounts from time to
      time standing to the credit of the Proceeds and Revenue Accounts pursuant
      to Clauses 23.3(d)(i) to (vii) (Application of moneys on the Proceeds and
      Revenue Accounts) excluding the following amounts, as at the date of
      prepayment pursuant to Clause 14.5.1(Mandatory prepayments):

      (a)   the amount of any Contributed Capital:

            (i)   in addition to that required to be provided by the Sponsors or
                  the Shareholders under the Sponsors' and Shareholders'
                  Undertaking and Completion Guarantee; and/or

            (ii)  made by a Sponsor under clause 3.3 (Contingent Equity) of the
                  Sponsors' and Shareholders' Undertaking and Completion
                  Guarantee, which exceeds the amount of the Cash Shortfall,

            in each case contributed in the immediately preceding Quarter;

      (b)   the amount of any Insurance Proceeds standing to the credit of the
            Insurance Proceeds Account;

      (c)   the amount of any Proceeds and Revenues standing to the credit of
            the Sale Proceeds Account;


                                     - 9 -
<PAGE>

      (d)   the amounts planned to be paid by the Borrower in accordance with
            Clause 23.3(d)(iii) and (vii) (Application of moneys on the Proceeds
            and Revenue Accounts) within the next twelve (12) month period which
            are provided for in the Business Plan and which are standing to the
            credit of the Capital Expenditure Reserve Account; and

      (e)   the principal amount of any outstanding Permitted Indebtedness
            (other than indebtedness for borrowed money under the Finance
            Documents or the Subordinated Loans).

      "EXISTING BANK" has the meaning given to it in Clause 26.1 (Assignments
      and transfers by the Banks).

      "EXISTING WWIC LOAN" means the unsecured loan made to the Borrower by
      Western Wireless International Corporation in an aggregate principal
      amount not exceeding US Dollars 25,000,000.

      "EXISTING WWIC LOAN AGREEMENT" means the loan agreement, amended on 15
      April 2002 and as further amended on 30 April 2002 setting forth the terms
      of the Existing WWIC Loan to the Borrower.

      "FACILITY" means the ECA Facility, the Commercial Facility and/or the SIT
      Facility.

      "FACILITY OFFICE" means the office or offices notified by a Bank to the
      Off Shore Facility Agent in writing on or before the date it becomes a
      Bank (or, following that date, by not less than five (5) Business Days
      written notice) as the office or offices through which it will perform its
      obligations under this Agreement.

      "FEE LETTER" means any letter or letters dated on or about the date of
      this Agreement between any of the Arrangers and the Borrower or any of the
      Agents and the Borrower setting out any of the fees referred to in Clause
      12 (Fees) and the advisory agreement between the Borrower and the Off
      Shore Facility Agent dated 2 February 2001 as amended from time to time.

      "FINANCE DOCUMENTS" means each of:

      (a)   this Agreement;

      (b)   any Fee Letter;

      (c)   the Security Documents;

      (d)   any Hedging Agreement;

      (e)   the Intercreditor Agreement;

      (f)   the Sponsors' and Shareholders' Undertaking and Completion
            Guarantee;

      (g)   the Lucent Loan Agreement;

      (h)   the Sponsors Unsecured Loan Agreement; and

      (i)   any other document designated as such by the Off Shore Facility
            Agent, the On Shore Facility Agent and the Borrower.

      "FINANCE PARTY" means any of the Agents, the Security Agents, the Issuing
      Bank, the Arrangers or the Banks.


                                     - 10 -
<PAGE>

      "FINANCIAL INDEBTEDNESS" means, without duplication, any indebtedness for
      or in respect of:

      (a)   moneys borrowed;

      (b)   any amount raised by acceptance under any acceptance credit
            facility;

      (c)   any amount raised pursuant to any note purchase facility or the
            issue of bonds, notes, debentures, loan stock or any similar
            instrument;

      (d)   the amount of any liability in respect of any lease or hire purchase
            contract which would, in accordance with US GAAP, be treated as a
            finance or capital lease;

      (e)   receivables sold or discounted (other than any receivables to the
            extent they are sold on a non-recourse basis);

      (f)   any amount raised under any other transaction (including any forward
            sale or purchase agreement) having the commercial effect of a
            borrowing but excluding trade indebtedness arising in the normal
            course of business paid within 45 days from the date of invoice;

      (g)   any derivative transaction entered into in connection with
            protection against or benefit from fluctuation in any rate or price
            (and, when calculating the value of any derivative transaction, only
            the marked to market value shall be taken into account PROVIDED THAT
            in respect of calculating the value of any interest rate or currency
            exchange rate derivative transaction entered into pursuant to a
            Hedging Agreement no account shall be taken of such transaction);

      (h)   any counter-indemnity obligation (including a reimbursement
            obligation) in respect of a guarantee, indemnity, bond, standby or
            documentary letter of credit or any other instrument issued by a
            bank or financial institution; and

      (i)   the amount of any liability in respect of any guarantee or indemnity
            for any of the items referred to in paragraphs (a) to (h) above.

      "3GPP" means the 3G Partnership Project.

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

      "GSM" means Global System For Mobile Communications, a standard for
      digital mobile telephone transmissions.

      "GSM ACTIVITIES" means all activities relating to or in connection with
      the use of GSM technology in relation to the Project.

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

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

      "HEDGING LETTER" means a letter from the Borrower to the Off Shore
      Facility Agent setting out its interest rate hedging strategy.


                                     - 11 -
<PAGE>

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

      "INCREASED COSTS" has the meaning given to it in Clause 16.1 (Increased
      costs).

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

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

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

      "INITIAL CONFIGURATION" means such part of the deliveries and services as
      agreed as at the date of the Delivery Contract to be made or rendered
      under the terms of the Delivery Contract for which the Borrower has placed
      a firm order with the Equipment Vendor.

      "INSURANCE" means any of the contracts of insurance which the Borrower is
      required from time to time to procure and maintain pursuant to Schedule 11
      (Insurance).

      "INSURANCE PROCEEDS" means all proceeds of insurance payable to or
      received by the Borrower in relation to the Project but excluding third
      party insurance proceeds.

      "INSURANCE PROCEEDS ACCOUNT" means the account established pursuant to
      Clause 23.4 (Insurance Proceeds Account).

      "INTELLECTUAL PROPERTY" means the Intellectual Property Rights (i)
      required by the Borrower to carry on its business as it is then being
      conducted or (ii) any other Intellectual Property Rights which are
      material to the business of the Borrower.

      "INTELLECTUAL PROPERTY RIGHTS" means all know-how, patents, trademarks,
      designs, trading names, copyrights and other intellectual property rights
      (in each case whether registered or not and including all applications for
      the same).

      "INTERCREDITOR AGREEMENT" means the intercreditor agreement to be entered
      into between the Senior Creditors and the Borrower.

      "INTEREST COVERAGE RATIO" means the ratio of Cash Flow (calculated by
      reference to the last two (2) Quarters immediately preceding the relevant
      calculation date) to Cash Interest Expense for the same period.

      "INTEREST PAYMENT DATE" means a Euro Facility Interest Payment Date and/or
      a SIT Facility Interest Payment Date.

      "INTEREST PERIOD" means, in relation to a Loan, each period determined in
      accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid
      Sum, each period determined in accordance with Clause 9.5 (Default
      interest).

      "INTERNATIONAL MOBILE SUBSCRIBER IDENTITY" means a number allocated by a
      mobile operator which uniquely identifies a Subscriber. The number format
      and allocation methodology is stipulated within the relevant ETSI
      standards.


                                     - 12 -
<PAGE>

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

      "ITU" means the International Telecommunications Union.

      "LEAD ARRANGERS" means IKB Deutsche Industriebank AG and Kreditanstalt fur
      Wiederaufbau.

      "LEGAL DUE DILIGENCE REPORT" means the due diligence report dated 28 March
      2002 prepared by counsel to the Banks based on certain information
      provided by the Borrower.

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

      "LMA" means the Loan Market Association.

      "LOAN" means a Euro Facility Loan or a SIT Facility Loan.

      "LOAN PROCEEDS ACCOUNT" means the account established pursuant to Clause
      23.6 (Loan Proceeds Account).

      "LUCENT LOAN AGREEMENT" means the loan agreement to be entered into
      between Lucent Technologies Inc., the Equipment Vendor, the Borrower, and
      the Off Shore Facility Agent acting on behalf of the Senior Creditors.

      "MAJORITY BANKS" means:

      (a)   if there are no Loans then outstanding and, if applicable, no SIT
            Facility Guarantees or LCs issued or opened, a Bank or Banks whose
            Commitments aggregate more than 66 2/3% of the Total Commitments
            (or, if the Total Commitments have been reduced to zero, aggregated
            more than 66 2/3% of the Total Commitments immediately prior to the
            reduction); or

      (b)   at any other time a Bank or Banks whose participations in the Loans
            then outstanding and, if applicable, SIT Facility Guarantees or LCs,
            on issue or opened aggregate more than 66 2/3% of all Loans then
            outstanding and SIT Facility Guarantees or LCs then on issue or
            opened

      "MAJORITY SENIOR CREDITORS" has the meaning given to it in the
      Intercreditor Agreement.

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

      "MARKET DISRUPTION EVENT" has the meaning given to it in Clause 11.2(c)
      (Market disruption).

      "MARKET STUDY" means the evaluation by DETECON GmbH, Bonn of the Business
      Plan for the Borrower dated 10 May 2001 with the update dated 27 July
      2001.

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

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


                                     - 13 -
<PAGE>

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

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

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

      "MATERIAL ASSET" means any asset of the Borrower:

      (a)   subject to or required to become subject to the Security Documents;

      (b)   with a book value in excess of Euro 100,000; or

      (c)   that is necessary in any material respect for the design,
            functionality or operability of the Network or for charging or
            maintenance of Subscribers of the Network and which the Off Shore
            Facility Agent (acting reasonably) notifies the Borrower (acting on
            the advice of the Independent Technical Consultant) is a Material
            Asset.

      "MATERIAL CONTRACTS" means each of:

      (a)   the Licence and all material related documents;

      (b)   the Software Licences;

      (c)   the Delivery Contract;

      (d)   the Finance Documents;

      (e)   **CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
            CONFIDENTIAL TREATMENT**

      (f)   **CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
            CONFIDENTIAL TREATMENT**

      (g)   the contracts for the procurement of or support services in relation
            to Material Assets;

      (h)   the lease agreement in respect of the Borrower's premises at
            Brnciceva ulica 49, 1231 Ljubljana and those lease agreements in
            respect of property upon which the assets subject to the Asset and
            Licence Pledge and Lease Contracts Assignment Agreement are
            situated;

      (i)   the contracts in respect of the leasing of lines or sharing of
            infrastructure;

      (j)   the Management Agreement;

      (k)   the Existing WWIC Loan Agreement;

      (l)   the documents entitled "General Terms and Conditions" relating to
            pre-paid and post-paid Subscribers which have been approved by the
            Ministry of Information Society or any substitute of such documents;


                                     - 14 -
<PAGE>

      (m)   any other document or agreement which the Off Shore Facility Agent
            and the Borrower agree to be a Material Contract; and

      (n)   any replacement or substituted contract in respect of any of the
            above documents.

      "MONTH" means a period starting on one day in a calendar month and ending
      on the numerically corresponding day in the next calendar month, except
      that:

      (a)   (subject to paragraph (c) below) if the numerically corresponding
            day is not a Business Day, that period shall end on the next
            Business Day in that calendar month in which that period is to end
            if there is one, or if there is not, on the immediately preceding
            Business Day;

      (b)   if there is no numerically corresponding day in the calendar month
            in which that period is to end, that period shall end on the last
            Business Day in that calendar month;

      (c)   if an Interest Period begins on the last Business Day of a calendar
            month, that Interest Period shall end on the last Business Day in
            the calendar month in which that Interest Period is to end.

      The above rules will only apply to the last Month of any period.

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

      "NEW BANK" has the meaning given to it in Clause 26.1 (Assignments and
      transfers by the Banks).

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

      "OFF SHORE SECURITY" has the meaning given to it in the definition of
      Security Documents in this Clause 1.1.

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

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

      "ON SHORE SECURITY" has the meaning given to it in the definition of
      Security Documents in this Clause 1.1.

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

      "ORACLE SOFTWARE ASSIGNMENT AGREEMENT" means the assignment agreement
      relating to the Oracle software licence to be entered into between the
      Borrower and the Senior Creditors.

      "ORIGINAL EURO FACILITY BANK" means each of IKB Deutsche Industriebank AG,
      Kreditanstalt fur Wiederaufbau, Raiffeisenlandesbank Oberosterreich
      reg.Gen.m.b.H., Landesbank Schleswig-Holstein Girozentrale and Hypo
      Alpe-Adria-Bank AG.


                                     - 15 -
<PAGE>

      "ORIGINAL FINANCIAL STATEMENTS" means in relation to the Borrower, its
      audited financial statements for the financial year ended 31 December 2001
      prepared in accordance with US GAAP.

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

      "ORIGINAL SIT FACILITY BANK" means each of Nova Ljubljanska banka d.d. and
      Hypo Alpe-Adria-Bank d.d..

      "PARTICIPATING MEMBER STATE" means any member state of the European
      Community that adopts or has adopted the Euro as its lawful currency in
      accordance with legislation of the European Community relating to Economic
      and Monetary Union.

      "PARTY" means a party to this Agreement.

      "PERMITTED ACCOUNTS" means the accounts listed in Schedule 7 (Permitted
      Accounts), those accounts required to be opened by the Borrower under
      Clause 23 (Accounts and Payments) and/or such other accounts agreed with
      the Off Shore Facility Agent pursuant to Clause 24.22 (Bank accounts).

      "PERMITTED ASSET SALES" means any sale, lease, transfer or disposal of any
      assets (including obsolete surplus assets) of the Borrower in the ordinary
      course of business (other than sales of Material Assets) on arm's length
      terms.

      "PERMITTED ENCUMBRANCES" means:

      (a)   Security created pursuant to any of the Security Documents;

      (b)   Security which does not affect or impair the Security created
            pursuant to the Security Documents or the assets subject to the
            Security created pursuant to the Security Documents, in each case
            arising out of retention of title provisions relating to the supply
            of goods in the ordinary course of business, payment for which is
            discharged when due;

      (c)   any lien arising by operation of law in the ordinary course of the
            Borrower's business and securing an amount which is being contested
            in good faith or for which appropriate reserves have been made;

      (d)   rights of set off arising by operation of law in the ordinary course
            of the Borrower's business which are being contested in good faith
            or for which appropriate reserves have been made;

      (e)   Security created in accordance with Clause 24.33 (UMTS and other
            licences) and/or Clause 24.38 (Bills of Exchange and Security
            Deposits); and

      (f)   Security created with the consent of the Banks.

      "PERMITTED INDEBTEDNESS" has the meaning given to it in Clause 24.31
      (Indebtedness).

      "PLANNED NETWORK EXPANSION" means such part of the deliveries and services
      as agreed as at the date of the Delivery Contract to be made or rendered
      under the terms of the Delivery Contract for which the Borrower has been
      granted an option to place a firm order with the Equipment Vendor.

      "POPULATION COVERAGE" has the meaning given to it in Schedule 18
      (Population Coverage Verification).


                                     - 16 -
<PAGE>

      "POTENTIAL EVENT OF DEFAULT" means any event or circumstance specified in
      Clause 25 (Events of Default) which would (with the expiry of a grace
      period, the giving of notice, the making of any determination under the
      Finance Documents or any combination of any of the foregoing) be an Event
      of Default.

      "PROCEEDS AND REVENUES" has the meaning given to it in Clause 23.2
      (Payments into the Proceeds and Revenue Accounts).

      "PROCEEDS AND REVENUE ACCOUNT" means any of the accounts set up in
      accordance with Clause 23.1 (Proceeds and Revenue Accounts).

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

      "PROJECT CONTRACTS" means any agreement entered into by the Borrower from
      time to time (other than a Material Contract).

      "PROJECT COSTS" means all costs and expenses for the design, construction,
      testing, financing and completion of the Project as set out in the Initial
      Business Plan and operation of the Project in accordance with the Business
      Plan.

      "PROJECT STATUS AND PROGRESS REPORT" means a report required pursuant to
      Clause 21.1(c)(iii) (Financial statements and other information)
      substantially in the form set out in Schedule 15 (Project Status and
      Progress Report).

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

      "QUOTATION DAY" means:

      (a)   in relation to any period for which an interest rate is to be
            determined in Euro two TARGET Days before the first day of that
            period unless market practice differs in the European Interbank
            Market for a currency, in which case the Quotation Day for that
            currency will be determined by the Off Shore Facility Agent in
            accordance with market practice in the European Interbank Market
            (and if quotations would normally be given by leading banks in the
            European Interbank Market on more than one day, the Quotation Day
            will be the last of those days); and

      (b)   in relation to any period for which an interest rate is to be
            determined in SIT two (2) Business Days before the first day of that
            period.

      "RECOVERING FINANCE PARTY" has the meaning given to it in Clause 29.1
      (Payments to Finance Parties).

      "REFERENCE BANKS" means, in relation to EURIBOR, the principal office in
      Frankfurt am Main of Deutsche Bank AG, the principal office in Dusseldorf
      of Westdeutsche Landesbank Girozentrale and the principal office in London
      of JP Morgan Chase or such other banks as may be appointed by the Off
      Shore Facility Agent in consultation with the Borrower.

      "REFERENCE INTEREST RATE" means, on any Quotation Day, the highest
      interest rate used by the On Shore Facility Agent for long term deposits
      of legal entities in SIT with maturities longer than two (2) years and
      shorter than 3 years and one day in accordance with the applicable
      "Resolution on Interest Rates of Nova Ljubljanska banka d.d., Ljubljana
      (Sklep o obrestnih merah Nove Ljubljanske banke d.d., Ljubljana)" or any


                                     - 17 -
<PAGE>

      other applicable document of the On Shore Facility Agent containing
      substantially similar terms.

      "REPAYMENT DATE" means in relation to a Facility the dates specified for
      repayment in Schedule 2 (Repayment dates).

      "REPEATED REPRESENTATIONS" has the meaning given to it in Clause 20.2
      (Repetition).

      "ROLLOVER SIT FACILITY LOAN" means one or more SIT Facility Loans:

      (a)   made or to be made on the same day that a maturing SIT Facility Loan
            is due to be repaid;

      (b)   the aggregate amount of which is equal to or less than the maturing
            SIT Facility Loan in SIT; and

      (c)   made or to be made to the Borrower for the purpose of refinancing a
            maturing SIT Facility Loan.

      "RULES" has the meaning given to it in Clause 39.1 (Arbitration).

      "SALE PROCEEDS ACCOUNT" means the account established pursuant to Clause
      23.5 (Sale Proceeds Account).

      "SCREEN RATE" means, in relation to EURIBOR, the percentage rate per annum
      determined by the Banking Federation of the European Union for the
      relevant period, displayed on the appropriate page of the Reuters screen
      as of 11:00 a.m. (Brussels time) on the Quotation Day. If the agreed page
      is replaced or service ceases to be available, the Off Shore Facility
      Agent may specify another page or service displaying the appropriate rate
      after consultation with the Borrower and the Euro Facility Banks.

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

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

      "SECURITY ASSIGNMENT OF RIGHTS UNDER A SUPPLY AND LICENSE AGREEMENT" means
      the security assignment of rights under a supply and license agreement to
      be entered into between the Borrower and the Off Shore Facility Agent
      acting on behalf of the Senior Creditors.

      "SECURITY DOCUMENTS" means each of:

      (a)   the ECA Cover Documents;

      (b)   the Security Assignment of Rights under a Supply and License
            Agreement;

      (c)   the Delivery Contract Claims and Licence Assignment Agreement;

      (d)   the Sponsors' Cash Collateral Account Pledge Agreement;

      (e)   the Shareholders Pledge Agreement; and

      (f)   the Debt Service Reserve Account Pledge Agreement;


                                     - 18 -
<PAGE>

            (together the "OFF SHORE SECURITY"); and

      (g)   the Borrower's Share Pledge Agreement;

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

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

      (j)   the Bills of Exchange;

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

      (l)   the Trademark Pledge Agreement; and

      (m)   the Oracle Software Assignment Agreement

            (together the "ON SHORE SECURITY"); and

      (n)   any other document or agreement which the Off Shore Facility Agent
            and the Borrower agree to be a Security Document.

      "SELECTION NOTICE" means a notice substantially in the form set out in
      Schedule 5 (Selection Notice) given in accordance with Clause 10 (Interest
      Periods) in relation to a Euro Facility.

      "SENIOR CO-ARRANGERS" means Raiffeisenlandesbank Oberosterreich
      reg.Gen.m.b.H. and Nova Ljubljanska banka d.d., Ljubljana.

      "SENIOR CREDITORS" means the Finance Parties, the Hedging Counterparties
      and Lucent Technologies Inc.

      "SERVICE REVENUES" means Total Revenues minus Equipment Revenues.

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

      "SHARE CAPITAL" means the share capital of the Borrower as increased from
      time to time in accordance with the Sponsors' and Shareholders'
      Undertaking and Completion Guarantee.

      "SHAREHOLDERS" means Western Wireless International Slovenia Corporation
      and Western Wireless International Slovenia II Corporation and any
      permitted transferee in accordance with and pursuant to the Sponsors' and
      Shareholders' Undertaking and Completion Guarantee.

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

      "SHARING PAYMENT" has the meaning given to it in Clause 29.1 (Payments to
      Finance Parties).

      "SIM" means a subscriber identity module.

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


                                     - 19 -
<PAGE>

      "SIT FACILITY" means the revolving loan, guarantee and letter of credit
      issuance facility made available under this Agreement as described in
      Clause 2 (The Facilities).

      "SIT FACILITY APPLICABLE MARGIN" has the meaning set out in Clause
      9.3.1(b) (Calculation of floating rate interest under the SIT Facility).

      "SIT FACILITY BANK" means any Bank which has become a Party in accordance
      with the terms of this Agreement, which will participate in the SIT
      Facility and which, in any case, has not ceased to be a Party to this
      Agreement.

      "SIT FACILITY COMMITMENT" means:

      (a)   in relation to an Original SIT Facility Bank, the amount set
            opposite its name under the heading "SIT Facility Commitment" in
            Schedule 1 (Commitments) and the amount of any other SIT Facility
            Commitment transferred to it under this Agreement; and

      (b)   in relation to any other SIT Facility Bank, the amount of any SIT
            Facility Commitment transferred to it under this Agreement,

      to the extent not cancelled, reduced or transferred by it under this
      Agreement.

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

      "SIT FACILITY GUARANTEE OR LC PERCENTAGE" means, in relation to a SIT
      Facility Bank and a SIT Facility Guarantee or LC, the proportion
      (expressed as a percentage) borne by such SIT Facility Bank's Available
      Commitment to the Available Facility, immediately prior to the date of
      issue or opening of the SIT Facility Guarantee or LC.

      "SIT FACILITY INTEREST PAYMENT DATE" has the meaning given to it in Clause
      9.4.2 (Payment of interest).

      "SIT FACILITY LOAN" means a loan made or to be made under the SIT Facility
      or the principal amount outstanding for the time being of that loan (as
      such amount may be revalued in accordance with Clause 6.3) (Revaluation of
      SIT Facility Loans).

      "SLOVENIAN ACCOUNTING STANDARDS" means Slovenian Accounting Standards,
      issued by the Association of Accountants, Treasurers and Auditors of
      Slovenia (Zveza Racunovodij, Financnikov In Revizorjev Slovenije).

      "SMOM" means, in relation to any SIT Facility Loan:

      (a)   the applicable SMOM Screen Rate; or

      (b)   (if no Screen Rate is available for the Interest Period of that SIT
            Facility Loan) the arithmetic mean of the rates (rounded upwards to
            four decimal places) as supplied to the On Shore Facility Agent at
            its request quoted by the SMOM Reference Banks to leading banks in
            the Slovenian Interbank Market, as of 11.00 a.m. (Ljubljana time) on
            the Quotation Day for the offering of deposits in SIT for a period
            comparable to the Interest Period of the relevant SIT Facility Loan.

      "SMOM REFERENCE BANKS" means Hypo Alpe-Adria-Bank d.d., Ljubljana, SKB
      Banka d.d., Ljubljana and Nova Ljubljanska banka d.d., Ljubljana or such
      other banks as may be appointed by the On Shore Facility Agent in
      consultation with the Borrower.


                                     - 20 -
<PAGE>

      "SMOM SCREEN RATE" means, in relation to SMOM, the percentage rate per
      annum determined by the Slovenian Banking Association for the relevant
      period displayed on its website (www.zbs-giz.si) as of 11.00 a.m.
      (Ljubljana time) on the Quotation Day. If the website is replaced or
      service ceases to be available, the On Shore Facility Agent may specify
      another website or service displaying the appropriate rate after
      consultation with the Borrower and the SIT Facility Banks.

      "SOFTWARE LICENCES" means:

      (a)   the software licence granted to the Borrower by the Equipment Vendor
            according to the Delivery Contract;

      (b)   the software licence granted to the Borrower by Protek Flagship (UK)
            Ltd in relation to customer care and billing software systems; and

      (c)   the software licence granted by Oracle Software d.o.o., Ljubljana to
            the Borrower.

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

      "SPONSORS" means Western Wireless International Corporation, Western
      Wireless International Slovenia Corporation and Western Wireless
      International Slovenia II Corporation.

      "SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE" means
      the Sponsors' and Shareholders' undertaking and completion guarantee
      agreement on or about the date of this Agreement between the Borrower, the
      Sponsors, the Shareholders and the Off Shore Facility Agent acting on
      behalf of the Senior Creditors.

      "SPONSORS' CASH COLLATERAL ACCOUNT" has the meaning given to it in the
      Sponsors' and Shareholders' Undertaking and Completion Guarantee.

      "SPONSORS' CASH COLLATERAL ACCOUNT PLEDGE AGREEMENT" means the cash
      collateral account pledge agreement to be entered into between Western
      Wireless International Corporation and the Off Shore Security Agent acting
      on behalf of the Senior Creditors.

      "SPONSORS UNSECURED LOAN AGREEMENT" means the credit agreement to be
      entered into between the Sponsors and the Borrower in respect of Sponsors
      Unsecured Loans.

      "SPONSORS UNSECURED LOANS" means any loans made by the Sponsors in
      accordance with the Sponsors Unsecured Loan Agreement up to a maximum
      principal amount of Euro 1,561,318.60 and upon the terms approved by the
      Off Shore Facility Agent prior to the date of this Agreement.

      "SUBORDINATED LOAN" means a subordinated loan (other than a Sponsors
      Unsecured Loan) made to the Borrower in accordance with the Sponsors' and
      Shareholders' Undertaking and Completion Guarantee.

      "SUBSCRIBER" means an entity or individual with an International Mobile
      Subscriber Identity belonging to the Network who is not disconnected or
      barred from making and receiving calls on the respective date of the
      reporting of the figure EXCLUDING the Borrower's employees, subscribers
      with any test SIM cards, any SIM cards used for demonstration purposes and
      any SIM cards used for international roaming tests and any contractors
      that are given terms or conditions preferable to those generally provided
      to other subscribers and:


                                     - 21 -
<PAGE>

      (a)   For the purpose of counting the number of postpaid Subscribers, the
            Subscriber must have generated revenue of an equivalent amount of at
            least Euro 5 (excluding VAT) within the last Quarter immediately
            preceding the relevant calculation date:

      (b)   For the purposes of determining the revenue per postpaid Subscriber,
            such revenue shall be determined as follows:

            (i)   the initial connection fee depreciated on a straight line
                  basis over the minimum duration (and if not stipulated within
                  the contract, then 12 months shall be assumed) of the
                  Subscriber's contract (totalled for the relevant Quarter).

            (ii)  rental fee or periodic subscription fee of that Subscriber for
                  the relevant Quarter;

            (iii) any other periodic, one time and regular fees levied during
                  the relevant Quarter;

            (iv)  call. SMS and any usage related fees (excluding any credits
                  given to the Subscriber by the Borrower) for calls made by
                  that Subscriber during the relevant Quarter; plus

            (v)   interconnect revenue (interconnect income from other
                  operators) calculated per Subscriber during the relevant
                  Quarter.

      (c)   Handset and SIM fees charged to the Subscriber shall not be included
            in the calculation.

      (d)   For the purpose of counting the number of prepaid Subscribers, the
            Subscriber must have generated five decremented events in a given
            Quarter. A decremented event is a call, SMS or any other usage
            related fee that is decremented from the Subscriber's prepaid
            balance, (excluding any credits given to the Subscriber by the
            Borrower).

      (e)   For both post-paid and prepaid Subscribers, the 5 Euro or five
            decremented events respectively shall not apply for Subscribers that
            have been activated in the most recently reported Quarter.

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

      (a)   which is controlled, directly or indirectly, by the first-mentioned
            company or corporation and, for these purposes, a company,
            corporation or partnership shall be treated as being controlled by a
            company or corporation if that other company or corporation is able
            to direct its affairs and/or to control the composition of its board
            of directors or equivalent body;

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

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

      "TARGET" means Trans-European Automated Real-time Gross Settlement Express
      Transfer payment system.


                                     - 22 -
<PAGE>

      "TARGET DAY" means any day on which TARGET is open for the settlement of
      payments in Euro.

      "TAX" means any tax, levy, impost, duty or other charge or withholding of
      a similar nature (including any penalty or interest payable in connection
      with any failure to pay or any delay in paying any of the same).

      "TERMINATION DATE" means 30 November 2009.

      "TOM" means the applicable base rate in accordance with the Slovenian Law
      on Prescribed Interest Rates for Late Payment and on the Base Rate
      (Official Gazettes of the Republic of Slovenia No. 45/1995 and 109/2001)
      and published by Banka Slovenije in accordance with the Decree on Base
      Interest Rate (Official Gazettes of the Republic of Slovenia No. 61/1996,
      3/1997, 23/1997 and 81/1997).

      "TOTAL COMMERCIAL FACILITY COMMITMENTS" means the aggregate of the
      Commercial Facility Commitments, being Euro 42,800,000 at the date of this
      Agreement.

      "TOTAL COMMITMENTS" means the aggregate of the Total ECA Facility
      Commitments, the Total Commercial Facility Commitments and the Total SIT
      Facility Commitments.

      "TOTAL ECA FACILITY COMMITMENTS" means the aggregate of the ECA Facility
      Commitments, being Euro 53,643,308.50 at the date of this Agreement.

      "TOTAL ECA FACILITY TRANCHE 1 COMMITMENTS" means the aggregate of the ECA
      Facility Tranche 1 Commitments.

      "TOTAL ECA FACILITY TRANCHE 2 COMMITMENTS" means the aggregate of the ECA
      Facility Tranche 2 Commitments.

      "TOTAL ECA FACILITY TRANCHE 3 COMMITMENTS" means the aggregate of the ECA
      Facility Tranche 3 Commitments.

      "TOTAL LEVERAGE RATIO" means the ratio of aggregate Financial Indebtedness
      to Annualised EBITDA of the Borrower at the relevant calculation date.

      "TOTAL REVENUES" means all revenues as determined in accordance with US
      GAAP.

      "TOTAL SIT FACILITY COMMITMENTS" means the aggregate of the SIT Facility
      Commitment, being SIT 4,400,000,000 at the date of this Agreement and
      which, at no time shall exceed the Euro equivalent amount of Euro
      20,000,000 as reduced in accordance with the terms hereof.

      "TRADEMARK PLEDGE AGREEMENT" means the trademark pledge agreement to be
      entered into between the Borrower and the Senior Creditors.

      "TRANSACTION DOCUMENTS" means:

      (a)   the Project Contracts; and

      (b)   the Material Contracts.

      "TRANSFER CERTIFICATE" means a certificate substantially in the form set
      out in Schedule 10 (Form of Transfer Certificates) or any other form
      agreed between the Off Shore Facility Agent and the Borrower.


                                     - 23 -
<PAGE>

      "TRANSFER DATE" means, in relation to a transfer, the later of:

      (a)   the proposed transfer date specified in the Transfer Certificate;
            and

      (b)   the date on which the Agent executes the Transfer Certificate.

      "UMTS" means a Universal Mobile Telecommunications System, being the third
      generation communications system based on the standards delivered by the
      ITU and the ETSI.

      "UMTS ACTIVITIES" means all activities relating to or in connection with
      the use of UMTS technology and for the avoidance of doubt excludes any
      activities conducted using GSM 1800 frequencies.

      "UMTS SUBSIDIARY" has the meaning given to it in Clause 24.33 (UMTS and
      other licences).

      "UNPAID SUM" means any sum due and payable but unpaid under the Finance
      Documents by the Borrower.

      "UPDATED BUSINESS PLAN" means an update of the Business Plan in a manner
      consistent with the most recent financial statements delivered and
      reviewed in accordance with Clause 21 (Reporting requirements).

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

      "UTILISATION" means a utilisation of a Facility.

      "UTILISATION DATE" means the date of a Utilisation, being the date on
      which the relevant Loan is to be made or, as the case may be, SIT Facility
      Guarantee or LC is to be issued or opened or, in the case of a Rollover
      SIT Facility Loan, the date on which the maturing SIT Facility Loan in
      respect of which it is made is due to be repaid.

      "UTILISATION REQUEST" means a notice substantially in the form set out in
      Schedule 4A (Utilisation Request (Borrower)), Schedule 4B (Utilisation
      Request (Payments to Equipment Vendor)) or Schedule 4C (Utilisation
      Request (Payments to ECA)) as the case may be.

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

      "WITHDRAWAL OF THE LICENCE" means the Licence is withdrawn or measures
      have been taken or court proceedings have been commenced which, in the
      opinion of the Majority Banks (acting reasonably), are reasonably likely
      to result in an order to withdraw the Licence as a consequence of the
      construction, coverage provided by or technical performance of the Network
      failing to meet the specifications of the Licence.

1.2   CONSTRUCTION

1.2.1 Unless a contrary indication appears, any reference in this Agreement to:

      (a)   the "OFF SHORE FACILITY AGENT", the "OFF SHORE SECURITY AGENT", the
            "ON SHORE FACILITY AGENT", the "ON SHORE SECURITY AGENT", the
            "ISSUING BANK", any "ARRANGER", any "FINANCE PARTY", any "BANK", the
            "BORROWER", any "SENIOR Creditor", any "HEDGING COUNTERPARTY" or any
            "PARTY" shall be


                                     - 24 -
<PAGE>

            construed so as to include its successors in title, permitted
            assigns and permitted transferees;

      (b)   "ASSETS" includes present and future properties, revenues and rights
            of every description;

      (c)   "DBM" means decibel above or below 1 milliwatt;

      (d)   except as expressly provided in this Agreement, the "EQUIVALENT" on
            any given date in one currency (the "FIRST CURRENCY") of an amount
            denominated in another currency (the "SECOND CURRENCY") is a
            reference to the amount of the first currency which could be
            purchased with the amount of the second currency at the mean spot
            rate of exchange quoted to the Off Shore Facility Agent at or about
            11.00 a.m. (Dusseldorf time) on such date for the purpose of the
            purchase of the first currency with the second currency;

      (e)   the "EUROPEAN INTERBANK MARKET" means the interbank market for Euro
            operating in Participating Member States;

      (f)   a "TRANSACTION DOCUMENT" or any other agreement or instrument is a
            reference to that Transaction Document or other agreement or
            instrument as amended or novated;

      (g)   "INDEBTEDNESS" includes any obligation (whether incurred as
            principal or as surety) for the payment or repayment of money,
            whether present or future, actual or contingent;

      (h)   a "PERSON" includes any person, firm, company, corporation,
            government, state or agency of a state or any association, trust or
            partnership (whether or not having separate legal personality) or
            two or more of the foregoing;

      (i)   a "REGULATION" includes any regulation, rule, official directive,
            request or guideline (whether or not having the force of law) of any
            governmental, intergovernmental or supranational body, agency,
            department or regulatory, self-regulatory or other authority or
            organisation;

      (j)   a provision of law is a reference to that provision as amended or
            re-enacted; and

      (k)   Section, Clause and Schedule headings are for ease of reference
            only.

      (l)   unless a contrary indication appears, a term used in any other
            Finance Document or in any notice given under or in connection with
            any Finance Document has the same meaning in that Finance Document
            or notice as in this Agreement.

1.2.2 In this Agreement:

      (a)   A Potential Event of Default is continuing if it has not been
            remedied or waived.

      (b)

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


                                     - 25 -
<PAGE>

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


                                     - 26 -
<PAGE>

                                    SECTION 2
                                 THE FACILITIES

2.  THE FACILITIES

2.1 THE FACILITIES

      Subject to the terms of this Agreement:

      (a)   the Euro Facility Banks make available to the Borrower:

            (i)   a term loan facility in an aggregate principal amount of up to
                  the Total ECA Facility Commitments on the following basis:

                  (1)   the Total ECA Facility Tranche 1 Commitments (being no
                        more than 85% of the Estimated Contract Value being an
                        amount of not more than Euro 47,163,886.50) payable
                        directly by the Off Shore Facility Agent to the
                        Equipment Vendor subject to the conditions set out in
                        this Agreement ("ECA FACILITY TRANCHE 1"); and

                  (2)   the Total ECA Facility Tranche 2 Commitments (being no
                        more than 85% of the ECA Premium being an amount of not
                        more than Euro 2,122,820.50) payable directly by the Off
                        Shore Facility Agent to the ECA for payment of the ECA
                        Premium and/or to the Equipment Vendor in reimbursement
                        of amounts paid to the ECA in respect of the ECA Premium
                        ("ECA FACILITY TRANCHE 2"),

                  (3)   the Total ECA Facility Tranche 3 Commitments (being no
                        more than 85% of scheduled interest due on the ECA
                        Facility during the Availability Period being an amount
                        of not more than Euro 4,356,601.50) payable directly to
                        the Off Shore Facility Agent for the account of the Euro
                        Facility Banks subject to the conditions set out in this
                        Agreement ("ECA FACILITY TRANCHE 3"); and

            (ii)  a term loan facility in an aggregate principal amount of up to
                  the Total Commercial Facility Commitments; and

      (b)   the SIT Facility Banks make available to the Borrower a revolving
            loan, guarantee and letter of credit issuance facility in an
            aggregate principal amount of up to the Total SIT Facility
            Commitments.

2.2 FINANCE PARTIES' RIGHTS AND OBLIGATIONS

      (a)   The obligations of each Finance Party under the Finance Documents
            are several. Failure by a Finance Party to perform its obligations
            under the Finance Documents does not affect the obligations of any
            other party under the Finance Documents. No Finance Party is
            responsible for the obligations of any other Finance Party under the
            Finance Documents.

      (b)   The rights of each Finance Party under or in connection with the
            Finance Documents are separate and independent rights and any debt
            arising under the Finance Documents to a Finance Party from the
            Borrower shall be a separate and independent debt.


                                     - 27 -
<PAGE>

      (c)   A Finance Party may, except as otherwise stated in the Finance
            Documents where a Finance Party must first comply with a Majority
            Banks or all Bank decision, separately enforce its rights under the
            Finance Documents.

3.    PURPOSE

3.1   PURPOSE

      (a)   The Borrower shall apply all ECA Facility Loans in payment of
            Eligible Expenditures.

      (b)   The Borrower shall apply all Commercial Facility Loans towards
            Project Costs (other than those which are financed by the ECA
            Facility) and the repayment of principal, interest and other amounts
            owing under the Existing WWIC Loan Agreement (in accordance with
            Clause 23.8 (Loan Proceeds Account)).

      (c)   The Borrower shall apply all SIT Facility Loans towards and only
            request SIT Facility Guarantees or LCs in respect of:

            (i)   Project Costs; and

            (ii)  for such other purposes as set out in this Agreement.

      In no event shall any amounts made available under this Agreement be used
      by the Borrower in connection with any UMTS Activities or for any other
      purpose than those relating to the GSM Activities unless such amounts have
      been expressly listed in the Business Plan.

3.2   MONITORING

      No Finance Party is bound to monitor or verify the application of any
      amount borrowed pursuant to this Agreement.


                                     - 28 -
<PAGE>

                                    SECTION 3
                          UTILISATION OF THE FACILITIES

4.    CONDITIONS OF UTILISATION

4.1   CONDITIONS PRECEDENT TO THE FIRST UTILISATION UNDER ALL FACILITIES

      The Borrower may only deliver a Utilisation Request and the Banks will
      only be obliged to comply with Clause 6 (Loans) and Clause 7.1 (SIT
      Facility Banks' participation in SIT Facility Guarantees or LCs) if the
      Off Shore Facility Agent has received all of the documents and other
      evidence listed in Schedule 6 (Conditions Precedent) in form and substance
      satisfactory to the Off Shore Facility Agent (acting reasonably) or in the
      case of the funding of the Sponsors' Cash Collateral Account, the Off
      Shore Facility Agent is satisfied that contemporaneous with the first
      Utilisation such condition shall be satisfied. The Off Shore Facility
      Agent shall notify the Borrower and the Banks promptly upon being so
      satisfied.

4.2   FURTHER CONDITIONS PRECEDENT TO ALL UTILISATIONS

4.2.1 Subject to Clause 4.2.2 and other than in the case of Rollover SIT
      Facility Loans, the Banks will only be obliged to comply with Clause 6
      (Loans) and Clause 7.1 (SIT Facility Banks' participation in SIT Facility
      Guarantees or LCs) if on the date of the Utilisation Request and on the
      proposed Utilisation Date:

      (a)   the conditions set out below have been satisfied in form and
            substance satisfactory to the Off Shore Facility Agent (acting
            reasonably):

            (i)   the proposed aggregate amount of a Loan or, as the case may
                  be, SIT Facility Guarantee or LC will not exceed the Available
                  Facility under the relevant Facility;

            (ii)  the Sponsors have complied with their obligations to provide
                  Sponsor Contributions pursuant to, and the Borrower and the
                  Sponsors and/or Shareholders have complied with clause 3.4.20
                  (Confirmation of contributions) of the Sponsors' and
                  Shareholders' Undertaking and Completion Guarantee;

            (iii) the Contributed Capital Ratio is or as a result of such
                  Utilisation will be at least 0.4;

            (iv)  in respect of the SIT Facility, the aggregate SIT Facility
                  Loans and reimbursement obligations under the SIT Facility
                  Guarantees or LCs will not exceed an equivalent amount of Euro
                  20,000,000 at the exchange rate (middle rate) of Banka
                  Slovenije on the date of calculation on or before the proposed
                  Utilisation Date; and

            (v)   in respect of the SIT Facility, evidence that at least 50% of
                  the Total ECA Facility Commitments has been utilised;

      (b)   in respect of a proposed Utilisation by way of an issue or opening
            of a SIT Facility Guarantee or LC, the form of the proposed SIT
            Facility Guarantee or LC has been agreed with the Issuing Bank (in
            each case acting reasonably);

      (c)   no Event of Default or Potential Event of Default is continuing or
            would result from the proposed Loan or, as the case may be, SIT
            Facility Guarantee or LC; and


                                     - 29 -
<PAGE>

      (d)   the Repeated Representations to be made by the Borrower are true in
            all material respects.

4.2.2 The Banks will only be obliged to comply with Clause 6 (Loans) in relation
      to a Rollover SIT Facility Loan if on the Utilisation Date:

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

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

            (i)   an equivalent amount of Euro 20,000,000 at the exchange rate
                  (middle rate) of Banka Slovenije on the proposed Utilisation
                  Date; and

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

5.    UTILISATION

5.1   DELIVERY OF UTILISATION REQUEST

5.1.1 The Borrower may utilise a Facility if the Off Shore Facility Agent with
      regard to any Utilisation of the Euro Facility and the On Shore Facility
      Agent with regard to a Utilisation of the SIT Facility receives a duly
      completed Utilisation Request (together with all related documentation):

      (a)   with regard to a Utilisation of a Euro Facility Loan, no later than
            11.00 a.m. (Dusseldorf time) five (5) Business Days (or in the case
            of the first Utilisation of the Facilities, three (3) Business Days)
            prior to the proposed Utilisation Date;

      (b)   with regard to a Utilisation of a SIT Facility Loan in an amount
            exceeding SIT 500,000,000, no later than 11:00 a.m. (Ljubljana time)
            five (5) Business Days (or in the case of the first Utilisation of
            the Facilities, three (3) Business Days) prior to the proposed
            Utilisation Date;

      (c)   with regard to a Utilisation of a SIT Facility Loan in an amount of
            up to SIT 500,000,000, no later than 11:00 a.m. (Ljubljana time) two
            (2) Business Day prior to the proposed Utilisation Date; and

      (d)   with regard to a SIT Facility Guarantee or LC, no later than 11:00
            a.m. (Ljubljana time) five (5) Business Days (or in the case of the
            first Utilisation of the Facilities, three (3) Business Days) prior
            to the proposed Utilisation Date,

      PROVIDED THAT if the Borrower fails to issue a Utilisation Request in
      respect of a Rollover SIT Facility Loan such request shall, subject to
      compliance with Clause 4.2.2(a) (Further conditions precedent to all
      Utilisations) and any repayments necessary to comply with Clause 4.2.2(b),
      be deemed to have been given by the Borrower to the On Shore Facility
      Agent.

5.1.2 If a Utilisation Request is required to be issued pursuant to Clause 5.1.1
      (Delivery of Utilisation Request) and PROVIDED THAT the Agent has received
      such Utilisation Request, the Agent shall:

      (a)   in the case of the Euro Facility, notify each Euro Facility Bank no
            later than 11:00 a.m. (Dusseldorf time) three (3) Business Days
            prior to the proposed


                                     - 30 -
<PAGE>

            Utilisation Date of the amount of the Loan and its participation in
            that Loan; and

      (b)   in the case of the SIT Facility, notify each SIT Facility Bank no
            later than 11:00 a.m. (Ljubljana time) two (2) Business Days prior
            to the proposed Utilisation Date of the amount of the Loan, or as
            the case may be, the face amount of the SIT Facility Guarantee or LC
            and its participation therein.

5.2   COMPLETION OF A UTILISATION REQUEST

      (a)   Each Utilisation Request is irrevocable and will not be regarded as
            having been duly completed unless:

            (i)   it identifies the Facility to be utilised, and:

                  (1)   in the case of a requested Loan in respect of ECA
                        Facility Tranche 1, is in the form set out in Schedule
                        4B (Utilisation Request (Payments to Equipment Vendor)),
                        duly completed and executed by the Equipment Vendor and
                        is accompanied by the following documents that in the
                        reasonable opinion of the Off Shore Facility Agent are
                        in accordance with the "Uniform Rules for Collection,
                        1995 Revision, ICC Publication no. 522" (i) an original
                        invoice to the Borrower from the Equipment Vendor; and
                        (ii) in respect of a Utilisation Request completed with
                        reference to clause 1.10.2(b)(iii) of the Delivery
                        Contract a copy of a certificate executed by the
                        Borrower and referring to the final acceptance of the
                        Initial Configuration;

                  (2)   in the case of a requested Loan in respect of ECA
                        Facility Tranche 2 where such Loan shall be payable to
                        the Equipment Vendor in reimbursement of amounts paid to
                        the ECA in respect of the ECA Premium, is in the form
                        set out in Schedule 4C (Utilisation Request (Payments to
                        ECA)), duly completed and executed by the Equipment
                        Vendor, together with an original invoice to the
                        Equipment Vendor from the ECA that is due and payable
                        pursuant to the ECA Cover Documents; and

                  (3)   in the case of a requested Loan in respect of the
                        Commercial Facility or a request for a SIT Facility Loan
                        or SIT Facility Guarantee or LC in the form set out in
                        Schedule 4A (Utilisation Request (Borrower)) duly
                        completed and executed by the Borrower;

            (ii)  the proposed Utilisation Date is a Business Day within the
                  Availability Period applicable to that Facility;

            (iii) the amount of the Utilisation:

                  (1)   in the case of a Utilisation of the ECA Facility, is a
                        minimum amount of Euro 500,000 (except in the case of a
                        Utilisation in respect of the ECA Facility Tranche 2 or
                        ECA Facility Tranche 3) or in respect of the last
                        payment under the Delivery Contract such lesser amount
                        payable thereunder and relates to Eligible Expenditures;


                                     - 31 -
<PAGE>

                  (2)   in the case of a Utilisation of the Commercial Facility,
                        is a minimum amount of Euro 3,000,000 or, if less, the
                        amount of Available Facility; and

                  (3)   in the case of a Utilisation of the SIT Facility, is a
                        minimum amount of SIT 100,000,000 or, if less, the
                        amount of Available Facility;

            (iv)  in the case of a Loan, the proposed Interest Period complies
                  with Clause 10 (Interest Periods).

      (b)   Only one Loan or, as the case may be, SIT Facility Guarantee or LC
            may be requested in each Utilisation Request.

      (c)   Each Utilisation Request shall be accompanied by the documentation
            and evidence as required by such Utilisation Request, in form and
            substance satisfactory to the Off Shore Facility Agent (acting
            reasonably) and, in the case of a Utilisation Request for the SIT
            Facility, the On Shore Facility Agent (acting reasonably).

5.3   AUTHORISATION

      The Off Shore Facility Agent is irrevocably authorised and instructed by
      the Borrower:

      (a)   in respect of a Utilisation Request received pursuant to:

            (i)   Clause 5.2(a)(i)(1) (Completion of a Utilisation Request) in
                  relation to a loan in respect of ECA Facility Tranche 1; or

            (ii)  Clause 5.2(a)(i)(2) (Completion of a Utilisation Request) in
                  relation to a Loan in respect of ECA Facility Tranche 2 where
                  such Loan shall be payable to the Equipment Vendor in
                  reimbursement of amounts paid to the ECA in respect of the ECA
                  Premium,

            pay the proceeds of each such Loan to, or into an account designated
            by, the Equipment Vendor;

      (b)   in respect of an amount payable:

            (i)   to the ECA in respect of the ECA Premium for which the Off
                  Shore Facility Agent has been invoiced by the ECA and in
                  respect of which a reimbursement is not payable to the
                  Equipment Vendor; or

            (ii)  under ECA Facility Tranche 3, in respect of the payment of
                  interest on the ECA Facility during the Availability Period,

            to make Loans at such times and in such manner for the payment of
            such amounts and pay the proceeds of such Loans to:

            (1)   in the case of the ECA Premium, directly to the ECA; and

            (2)   in the case of the payment of interest on the ECA Facility
                  directly to the Off Shore Facility Agent for the account of
                  the Euro Facility Banks.

      Notwithstanding that the Borrower does not issue any Utilisation Request
      in respect of such payments, the Borrower acknowledges that such payments
      made by the Off Shore Facility Agent constitute Loans under this
      Agreement. The Off Shore Facility Agent


                                     - 32 -
<PAGE>

      will promptly notify the Borrower of the details of any Loans made under
      the ECA Facility.

6.    LOANS

6.1   EURO FACILITY BANKS' PARTICIPATION IN EURO FACILITY LOANS

      (a)   If the conditions set out in this Agreement have been met, each Euro
            Facility Bank shall make its participation in each Euro Facility
            Loan available by the Utilisation Date through its Facility Office
            to the account designated for such purpose by the Off Shore Facility
            Agent to the other Finance Parties.

      (b)   The amount of each Euro Facility Bank's participation in each Euro
            Facility Loan will be equal to the proportion borne by its Available
            Commitment to such Available Facility immediately prior to making
            the Euro Facility Loan.

6.2   SIT FACILITY BANKS' PARTICIPATION IN SIT FACILITY LOANS

      (a)   If the conditions set out in this Agreement have been met, each SIT
            Facility Bank shall make its participation in each SIT Facility Loan
            available by the Utilisation Date through its Facility Office to the
            account designated for such purpose by the On Shore Facility Agent
            to the other Finance Parties.

      (b)   The amount of each SIT Facility Bank's participation in each SIT
            Facility Loan will be equal to the proportion borne by its Available
            Commitment to such Available Facility immediately prior to making
            the SIT Facility Loan.

6.3   REVALUATION OF SIT FACILITY LOANS

      On the first day of each calendar month ("TOM DETERMINATION DATE"), the
      principal amount of the SIT Facility Loans outstanding shall be adjusted
      for inflation by the On Shore Facility Agent applying the then current
      rate of TOM in accordance with the applicable resolutions relating thereto
      and the On Shore Facility Agent's standard procedures and advise the
      Borrower and the SIT Facility Banks of any adjustments to the principal
      amount of the SIT Facility Loans outstanding for that month. The Borrower
      shall repay to the SIT Facility Banks the amount of such adjustment (if
      any) on the 8th Business Day of the calendar month immediately following
      the calendar month in which the TOM Determination Date occurred.

7.    GUARANTEES AND LETTERS OF CREDIT

7.1   SIT FACILITY BANKS' PARTICIPATION IN SIT FACILITY GUARANTEES OR LCS

      If the conditions set out in this Agreement have been met, on the
      Utilisation Date on which a SIT Facility Guarantee or LC is to be issued
      or opened, the Borrower and each SIT Facility Bank hereby authorises the
      Issuing Bank to issue or open such SIT Facility Guarantee or LC on behalf
      of the SIT Facility Banks by completing the issue or opening date and
      executing and delivering such SIT Facility Guarantee or LC to the
      Beneficiary so that each SIT Facility Bank shall be liable for its
      relevant SIT Facility Guarantee or LC Percentage of each claim thereunder
      PROVIDED THAT no SIT Facility Bank's liability to the Issuing Bank will
      exceed its Available Commitment.

7.2   SIT FACILITY GUARANTEE AND LC FEES

      The Borrower shall pay to the On Shore Facility Agent for the benefit of
      each SIT Facility Bank a fee equivalent to the SIT Facility Applicable
      Margin calculated on that SIT Facility Bank's exposure under each SIT
      Facility Guarantee or LC outstanding from time to time and pay such fee at
      the times required for the payment of interest under the SIT Facility
      Loans in accordance with Clause 9.4 (Payment of interest).


                                     - 33 -
<PAGE>

                                    SECTION 4
                  SIT FACILITY GUARANTEES AND LETTERS OF CREDIT

8.       SIT FACILITY GUARANTEES AND LETTERS OF CREDIT

8.1   NOTIFICATION OF DEMAND

      If, at any time, a demand for payment (the amount so demanded being herein
      referred to as the "AMOUNT DEMANDED") is made by a Beneficiary to the
      Issuing Bank under any SIT Facility Guarantee or LC, the Issuing Bank
      shall notify the Borrower of such demand and provide to the Borrower a
      copy of such demand promptly and in any event by 5:00 p.m. (Ljubljana
      time) on the Business Day following receipt by the Issuing Bank of the
      demand from the Beneficiary.

8.2   DEMAND ON SIT FACILITY BANKS

      The Issuing Bank shall (at the same time as notifying the Borrower
      pursuant to Clause 8.1 (Notification of demand)) make demand of each SIT
      Facility Bank for an amount equal to its relevant SIT Facility Guarantee
      or LC Percentage of the Amount Demanded, whereupon each SIT Facility Bank
      shall pay to the Issuing Bank promptly upon receipt of a demand made on it
      by the Issuing Bank, and in any event no later than 11.00 a.m. (Ljubljana
      time) on the second Business Day following receipt of the demand, the
      amount so demanded by the Issuing Bank.

8.3   PAYMENT TO BENEFICIARIES

8.3.1 Upon receipt of all or any of the Amount Demanded pursuant to Clause 8.2
      (Demand on SIT Facility Banks), the Issuing Bank shall pay the relevant
      amount to each Beneficiary in accordance with the terms of the relevant
      SIT Facility Guarantee or LC.

8.3.2 Any payment by the Issuing Bank of the Amount Demanded made pursuant to
      Clause 8.3 (Payment to Beneficiaries) shall be deemed to be a SIT Facility
      Loan made to the Borrower by the SIT Facility Banks in an amount equal to
      the Amount Demanded PROVIDED THAT the provisions of Clause 4.2.1 (Further
      conditions precedent to all Utilisations) will not apply to such
      Utilisation.

8.3.3 The Utilisation Date of any SIT Facility Loan made under Clause 8.3.2
      (Payment to Beneficiaries) will be the date of payment of the Amount
      Demanded by the Issuing Bank under Clause 8.3.1 (Payment to
      Beneficiaries).

8.4   INDEMNIFICATION

      The Borrower hereby irrevocably and unconditionally agrees to indemnify
      and keep indemnified each SIT Facility Bank against each and every sum
      paid or payable by any such SIT Facility Bank under any SIT Facility
      Guarantee or LC and against all liabilities, costs, claims, losses,
      damages and expenses which each SIT Facility Bank may at any time incur or
      sustain in connection with or arising out of any third party actions or
      proceedings relating to such SIT Facility Guarantee or LC.

8.5   PAYMENTS UNDER THE SIT FACILITY GUARANTEES OR LCS

      The Issuing Bank and each SIT Facility Bank shall be entitled to make any
      payment under any SIT Facility Guarantee or LC for which a demand in the
      manner required by such SIT Facility Guarantee or LC has been made without
      any reference to or further authority from the Borrower or any other
      investigation or enquiry, need not concern themselves with the propriety
      of any demand made under and in the manner required by the terms of such
      SIT Facility Guarantee or LC and shall be entitled to assume that any
      person expressed in such SIT Facility Guarantee or LC or in any notice
      served pursuant to such SIT Facility Guarantee or LC to be entitled to
      make demand is so entitled and that such person is duly authorised to do
      so; accordingly, it shall not be a defence to any demand made of the
      Borrower, nor shall the Borrower's obligations hereunder be


                                     - 34 -
<PAGE>

      impaired by the fact (if it be the case), that any SIT Facility Bank or
      the Issuing Bank was or might have been justified in refusing payment, in
      whole or in part, of the amounts so demanded.

8.6   ACTS OR OMISSIONS

      The obligations of the Borrower to the Issuing Bank and each SIT Facility
      Bank under this Clause 8.6 shall not be discharged, lessened or impaired
      by any act, omission or circumstance whatsoever which, but for this
      provision, might operate to release or exonerate the Borrower from all or
      part of such obligations or in any other way discharge, lessen or impair
      the same.

8.7   CONCLUSIVE CERTIFICATE

      A certificate of the Issuing Bank as to the amount paid out by the Issuing
      Bank or any SIT Facility Bank under any SIT Facility Guarantee or LC
      shall, save for manifest error, be conclusive and binding upon the
      Borrower for the purposes of this Agreement and prima facie evidence of
      the payment of such amounts in any legal action or proceedings arising in
      connection therewith.

8.8   CASH COLLATERAL

      In respect of any SIT Facility Guarantee or LC which has a date of expiry
      after the Termination Date, the Borrower shall at least five (5) Business
      Days before the Termination Date procure that the Issuing Bank's and SIT
      Facility Banks' actual or contingent obligations in relation to each SIT
      Facility Guarantee or LC are cancelled or discharged in full or provide
      100% cash cover to the satisfaction of the Issuing Bank and the SIT
      Facility Banks together with an authorisation from the Borrower (in form
      and substance satisfactory to the Issuing Bank) to the Issuing Bank
      permitting such cash cover to be set off against any liability of the
      Issuing Bank and the SIT Facility Banks under such SIT Facility Guarantee
      or LC.


                                     - 35 -
<PAGE>

                                    SECTION 5
                              COSTS OF UTILISATION

9.    INTEREST ON LOANS

9.1   CALCULATION OF FLOATING RATE INTEREST UNDER THE ECA FACILITY

      The rate of interest on each ECA Facility Loan for each Interest Period is
      the percentage rate per annum which is the aggregate of the applicable:

      (a)   EURIBOR;

      (b)   a margin (the "ECA FACILITY APPLICABLE MARGIN") in an amount of,
            initially, 1.25% per annum and thereafter the rate per annum set out
            in the column headed "Margin (% p.a.)" opposite the relevant
            Population Coverage (set out in the same line in the column headed
            "Population Coverage") and subject to the achievement of the
            relevant financial performance tests (set out in the same line in
            the column headed "Financial Performance") in the table below, in
            each case as at the end of the most recently ended Quarter:

<TABLE>
<CAPTION>
            POPULATION                                                               MARGIN
            COVERAGE              FINANCIAL PERFORMANCE                              (% P.A.)
            ----------            ---------------------                              -------
<S>                               <C>                                                <C>
            75%                   EBITDA for the immediately preceding two (2)       1.10
                                  Quarters does not negatively deviate by more
                                  than 10% from the EBITDA in the Initial
                                  Business Plan.

            80%                   EBITDA for the immediately preceding two (2)       1.00
                                  Quarters does not negatively deviate by more
                                  than 10% from the EBITDA in the Initial
                                  Business Plan.

            87%                   Total Leverage Ratio greater than 6.00.            0.90

            87%                   Total Leverage Ratio less than or equal to         0.80
                                  6.00 and greater than 5.00.

            87%                   Total Leverage Ratio less than or equal to         0.70
                                  5.00 and greater than 4.00.

            87%                   Total Leverage Ratio less than or equal to         0.60
                                  4.00 and greater than 3.00.

            87%                   Total Leverage Ratio less than or equal to         0.50
                                  3.00 and greater than 2.00.

            87%                   Total Leverage Ratio less than or equal to         0.40
                                  2.00.
</TABLE>

            PROVIDED THAT:

            (i)   any change to the ECA Facility Applicable Margin shall take
                  place from the immediately following Euro Facility Interest
                  Payment Date (the "ECA FACILITY APPLICABLE MARGIN ADJUSTMENT
                  DATE") (subject to Clause 9.1(b)(iii)) if:

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


                                     - 36 -
<PAGE>

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

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

                  (4)   the Off Shore Facility Agent has confirmed the
                        satisfaction of the above conditions relating to
                        Population Coverage (on receipt of confirmation of such
                        Population Coverage from the Independent Technical
                        Consultant) or such confirmation has not been received
                        by the date upon which the Borrower would be entitled to
                        a change in the ECA Facility Applicable Margin (had such
                        confirmation been received);

            (ii)  if the Off Shore Facility Agent has not received the
                  information required to be provided by the Borrower pursuant
                  to Clauses 21.1(a) and (c) (Financial statements and other
                  information) and Clause 21.3 (Covenant Compliance Certificate)
                  in respect of the relevant period by its due date for delivery
                  pursuant to this Agreement, the Applicable Margin will be
                  1.25% per annum from that date until such time as the Borrower
                  satisfies the conditions set out in this paragraph (b) and is
                  in compliance with its obligations under Clause 21 (Reporting
                  requirements);

            (iii) if after an ECA Facility Applicable Margin Adjustment Date the
                  Independent Technical Consultant is of the opinion that the
                  above conditions relating to Population Coverage have not been
                  satisfied but the ECA Facility Applicable Margin has been
                  changed by the Off Shore Facility Agent the ECA Facility
                  Applicable Margin shall be readjusted to the applicable level
                  in accordance with the above provisions of this paragraph (b)
                  for the entire Interest Period from such ECA Facility
                  Applicable Margin Adjustment Date.

9.2   CALCULATION OF FLOATING RATE INTEREST UNDER THE COMMERCIAL FACILITY

      The rate of interest on each Commercial Facility Loan for each Interest
      Period is the percentage rate per annum which is the aggregate of the
      applicable:

      (a)   EURIBOR;

      (b)   a margin (the "COMMERCIAL FACILITY APPLICABLE MARGIN") in an amount
            of, initially, 3.25% per annum and thereafter the rate per annum set
            out in the column headed "Margin (% p.a.)" opposite the relevant
            Population Coverage (set out in the same line in the column headed
            "Population Coverage") and subject to the achievement of the
            relevant financial performance tests (set out in the same line in
            the column headed "Financial Performance") in the table below, in
            each case as at the end of the most recently ended Quarter:

                                     - 37 -
<PAGE>

<TABLE>
<CAPTION>
                 POPULATION COVERAGE   FINANCIAL PERFORMANCE                                  MARGIN (% P.A.)
                 -------------------   ---------------------                                  ---------------
<S>                                    <C>                                                    <C>
                 75%                   EBITDA for the immediately preceding two (2)           2.50
                                       Quarters does not negatively deviate by more
                                       than 10% from the
                                       EBITDA in the Initial Business Plan.

                 80%                   EBITDA for the immediately preceding two (2)           2.25
                                       Quarters does not negatively deviate by more
                                       than 10% from the EBITDA in the Initial
                                       Business Plan.

                 87%                   Total Leverage Ratio greater than 6.00 or              2.25
                                       EBITDA for the immediately preceding two (2)
                                       Quarters is negative.

                 87%                   Total Leverage Ratio less than or equal to             2.00
                                       6.00 and greater than 5.00.

                 87%                   Total Leverage Ratio less than or equal to             1.50
                                       5.00 and greater than 4.00.

                 87%                   Total Leverage Ratio less than or equal to             1.25
                                       4.00 and greater than 3.00.

                 87%                   Total Leverage Ratio less than or equal to             1.00
                                       3.00 and greater than 2.00.

                 87%                   Total Leverage Ratio less than or equal to             0.75
                                       2.00.
</TABLE>

            PROVIDED THAT:

            (i)   any change to the Commercial Facility Applicable Margin shall
                  take place from the immediately following Euro Facility
                  Interest Payment Date (the "COMMERCIAL FACILITY APPLICABLE
                  MARGIN ADJUSTMENT DATE") (subject to Clause 9.2(b)(iii)) if:

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

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

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

                  (4)   the Off Shore Facility Agent has confirmed the
                        satisfaction of the above conditions relating to
                        Population Coverage (on receipt of confirmation of such
                        Population Coverage from the Independent Technical
                        Consultant) or such confirmation has not been received
                        by the date upon which the Borrower would be entitled to
                        a change in the Commercial Facility Applicable Margin
                        (had such confirmation been received);

            (ii)  if the Off Shore Facility Agent has not received the
                  information required to be provided by the Borrower pursuant
                  to Clauses 21.1(a)


                                     - 38 -
<PAGE>

                  and (c) (Financial statements and other information) and
                  Clause 21.3 (Covenant Compliance Certificate) in respect of
                  the relevant period by its due date for delivery pursuant to
                  this Agreement, the Applicable Margin will be 3.25% per annum
                  from that date until such time as the Borrower satisfies the
                  conditions set out in this paragraph (b) and is in compliance
                  with its obligations under Clause 21 (Reporting requirements);

            (iii) if after a Commercial Facility Applicable Margin Adjustment
                  Date the Independent Technical Consultant is of the opinion
                  that the above conditions relating to Population Coverage have
                  not been satisfied but the Commercial Facility Applicable
                  Margin has been changed by the Off Shore Facility Agent, the
                  Commercial Facility Applicable Margin shall be readjusted to
                  the applicable level in accordance with the above provisions
                  of this paragraph (b) for the entire Interest Period from such
                  Commercial Facility Applicable Margin Adjustment Date.

9.3   CALCULATION OF FLOATING RATE INTEREST UNDER THE SIT FACILITY

9.3.1 The rate of interest on each SIT Facility Loan for each Interest Period is
      the aggregate sum of:

      (a)   the Reference Interest Rate; and

      (b)   a margin (the "SIT FACILITY APPLICABLE MARGIN") in an amount of,
            initially, 1.50% per annum and thereafter the rate per annum set out
            in the column headed "Margin (% p.a.)" subject to the achievement,
            as at the end of the most recently ended Quarter, of the relevant
            financial performance tests set out in the same line in the column
            headed "Financial Performance" in the table below:

<TABLE>
<CAPTION>
                 FINANCIAL PERFORMANCE                                        MARGIN (% P.A.)
                 ---------------------                                        ---------------

<S>                                                                           <C>
                 Total Leverage Ratio greater than 4.00 or EBITDA for         1.50
                 the immediately preceding two (2) Quarters is negative

                 Total Leverage Ratio less than or equal to 4.00 and          1.25
                 greater than 2.00

                 Total Leverage Ratio less than or equal to 2.00              1.00
</TABLE>

            PROVIDED THAT:

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

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

                  (2)   the On Shore Facility Agent has confirmed the
                        satisfaction of the above conditions relating to
                        financial performance of the Borrower on the basis of
                        the most recent information required to be provided by
                        the Borrower pursuant to Clauses 21.1(a) and


                                     - 39 -
<PAGE>

                        (c)   (Financial statements and other information) and
                              Clause 21.3 (Covenant Compliance Certificate); and

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

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

9.4   PAYMENT OF INTEREST

9.4.1 The Borrower shall pay accrued interest on each Euro Facility Loan on each
      Euro Facility Interest Payment Date.

9.4.2 The Borrower shall pay on each SIT Facility Loan interest accrued in
      respect of an Interest Period on the 8th Business Day of the calendar
      month immediately following the calendar month in which the last day of
      that Interest Period (a "SIT FACILITY INTEREST PAYMENT DATE") occurred.

9.5   DEFAULT INTEREST

9.5.1 If the Borrower fails to pay any amount (other than interest) payable by
      it hereunder on its due date, interest will accrue on the overdue amount
      from the due date up to the date of actual payment at a rate of 2 per
      cent. per annum above:

      (a)   in relation to an amount becoming due and payable before expiration
            of the Interest Period applicable thereto, for the period until the
            expiration of such Interest Period the rate applicable to such
            overdue amount immediately prior to the due date; and

      (b)   in all other cases, the interest rate on the most recent Quotation
            Day for such periods as the Agent may designate, PROVIDED THAT such
            Interest Period will not exceed three (3) months,

      All interest accrued hereunder shall be paid at the end of each month.

9.5.2 If the Borrower fails to pay any interest payable by it hereunder on its
      due date, it will make, at the time of payment of all arrears of interest
      and in any event on a monthly basis, a lump sum payment for all arrears of
      interest in the amount of 2 per cent. above, in the case of the Euro
      Facility, EURIBOR for such periods as the Agent may designate or, in the
      case of the SIT Facility, SMOM applicable to an interest period of one (1)
      month.

9.5.3 The rights of the Banks to compensation for any loss (in addition to those
      set out in Clauses 9.5.1 and 9.5.2) arising from the default remain
      unaffected.

9.5.4 The Agent will promptly notify the Borrower and the Banks of the
      determination of any default interest. Each determination by the Agent
      will, in the absence of a manifest error, be conclusive and binding on the
      Borrower and the Banks.


                                     - 40 -
<PAGE>

9.6   NOTIFICATION OF INTEREST RATES

      The Off Shore Facility Agent shall promptly notify the relevant Banks and
      the Borrower of the determination of a rate of interest in respect of the
      ECA Facility or the Commercial Facility and the On Shore Facility Agent
      shall promptly notify the Off Shore Facility Agent, the relevant Banks and
      the Borrower of the determination of a rate of interest in respect of the
      SIT Facility.

10.   INTEREST PERIODS

10.1  INTEREST PERIODS FOR THE EURO FACILITY LOANS

      (a)   The first Interest Period for the first Euro Facility Loan shall
            begin on the Utilisation Date therefor and shall end on the last day
            of the calendar month in which such Utilisation is made. The first
            Interest Period for any subsequent Euro Facility Loan shall begin on
            the Utilisation Date therefor and shall end on the last day of the
            then applicable Interest Period relating to the first Euro Facility
            Loan.

      (b)   The Borrower may select an Interest Period for a Loan under the Euro
            Facility in a Selection Notice.

      (c)   Each Selection Notice for a Loan under the Euro Facility is
            irrevocable and must be delivered to the Off Shore Facility Agent by
            the Borrower no later than 11.00 a.m. (Dusseldorf time) five (5)
            Business Days prior to the first day of the relevant Interest
            Period. Upon receipt of a Selection Notice from the Borrower the Off
            Shore Facility Agent shall notify each Euro Facility Bank no later
            than 11.00 a.m. (Dusseldorf time) three (3) Business Days prior to
            the first day of the relevant Interest Period.

      (d)   If the Borrower fails to deliver a Selection Notice to the Off Shore
            Facility Agent in accordance with paragraph (c) above, the relevant
            Interest Period will be three (3) Months and the Off Shore Facility
            Agent shall notify each Euro Facility Bank accordingly.

      (e)   Subject to this Clause 10, the Borrower may select an Interest
            Period of 3, 6 or 12 Months or any other period agreed between the
            Borrower and the Off Shore Facility Agent (acting on the
            instructions of all Euro Facility Banks) PROVIDED THAT the Borrower
            shall select Interest Periods to ensure that the Interest Period
            immediately preceding a Repayment Date under the Euro Facility ends
            on such Repayment Date.

10.2  INTEREST PERIODS FOR THE SIT FACILITY LOANS

      (a)   Each Interest Period under the SIT Facility, other than the first
            Interest Period for each SIT Facility Loan, shall begin on the first
            day and end on the last day of each calendar month.

      (b)   The first Interest Period for each Loan under the SIT Facility shall
            begin on the Utilisation Date of a SIT Facility Loan and end on the
            last day of the calendar month during which the drawdown occurred.

10.3  DURATION OF INTEREST PERIODS An Interest Period for a Loan shall not
      extend beyond the Termination Date.

10.4  NON-BUSINESS DAYS Except as provided in Clause 10.2 (Interest Periods for
      the SIT Facility Loans), if an Interest Period would otherwise end on a
      day which is not a Business Day, that Interest


                                     - 41 -
<PAGE>

      Period will instead end on the next Business Day in that calendar month
      (if there is one) or the preceding Business Day (if there is not).

10.5  CONSOLIDATION

      If two or more Interest Periods relate to a Loan in the same currency and
      end on the same date those Loans will, unless the Borrower specifies to
      the contrary, be consolidated into, and treated as, a single Loan on the
      last day of the Interest Period.

11.   CHANGES TO THE CALCULATION OF INTEREST

11.1  ABSENCE OF QUOTATIONS

      Subject to Clause 11.2 (Market disruption), if EURIBOR is to be determined
      by reference to the Reference Banks but a Reference Bank does not supply a
      quotation by 11:00 a.m. (Brussels Time) on the Quotation Day, the
      applicable EURIBOR shall be determined on the basis of the quotations of
      the remaining Reference Banks.

11.2  MARKET DISRUPTION

      (a)   If a Market Disruption Event occurs in relation to a Euro Facility
            Loan for any Interest Period, then the rate of interest on each Euro
            Facility Bank's share of that Euro Facility Loan for the Interest
            Period shall be the rate per annum which is the sum of:

            (i)   the Applicable Margin; and

            (ii)  the rate notified to the Off Shore Facility Agent by that Bank
                  as soon as practicable and in any event before interest is due
                  to be paid in respect of that Interest Period, to be that
                  which expresses as a percentage rate per annum the cost to
                  that Euro Facility Bank of funding its participation in that
                  Euro Facility Loan from whatever source it may reasonably
                  select.

      (b)   The Off Shore Facility Agent shall, upon becoming aware of a Market
            Disruption Event, notify the Borrower thereof.

      (c)   In this Agreement "MARKET DISRUPTION EVENT" means:

            (i)   at or about noon on the Quotation Day for the relevant
                  Interest Period the Screen Rate is not available and none or
                  only one of the Reference Banks supplies a rate to the Off
                  Shore Facility Agent to determine EURIBOR for the relevant
                  currency and Interest Period; or

            (ii)  before close of business in Dusseldorf on the Quotation Day
                  for the relevant Interest Period, the Off Shore Facility Agent
                  receives notifications from a Euro Facility Bank or Euro
                  Facility Banks (whose participations in a Euro Facility Loan
                  in aggregate exceed 66 2/3 per cent. of that Euro Facility
                  Loan) that the cost to it of obtaining matching deposits in
                  the European Interbank Market would be in excess of EURIBOR.

11.3  ALTERNATIVE BASIS OF INTEREST OR FUNDING

(a)   If a Market Disruption Event occurs and the Off Shore Facility Agent or
      the Borrower so requires, the Off Shore Facility Agent and the Borrower
      shall enter into negotiations (for a period of not more than thirty days)
      with a view to agreeing a substitute basis for determining the rate of
      interest.


                                     - 42 -
<PAGE>

      (b)   Any alternative basis agreed pursuant to paragraph (a) above shall,
            with the prior consent of all the Euro Facility Banks and the
            Borrower, be binding on all Parties.

11.4  BREAK COSTS

      (a)   The Borrower shall, within three (3) Business Days of demand by a
            Finance Party, pay to that Finance Party its Break Costs
            attributable to all or any part of a Loan or Unpaid Sum being paid
            by that Borrower on a day other than the last day of an Interest
            Period for that Loan or Unpaid Sum.

      (b)   Each Bank shall, as soon as reasonably practicable after a demand by
            the Off Shore Facility Agent, provide a certificate confirming the
            amount of its Break Costs for any Interest Period in which they
            accrue.

12.   FEES

12.1  COMMITMENT FEES

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

            (i)   0.75% per annum on each Bank's Available Commitment under the
                  Euro Facility until 75% of the ECA Facility Commitment and the
                  Commercial Facility Commitment has been disbursed; and

            (ii)  thereafter 0.50% per annum on that Bank's Available Commitment
                  under the Euro Facility for the Availability Period applicable
                  to the Euro Facility.

      (b)   The Borrower shall pay to the On Shore Facility Agent (for the
            account of each SIT Facility Bank) a fee computed at the rate of
            0.10% per annum on the Available Commitment under the SIT Facility.

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

12.2  UNDERWRITING FEE

      The Borrower shall pay to the Off Shore Facility Agent (for the account of
      each of the Arrangers) within ten (10) Business Days after execution of
      this Agreement an underwriting fee as set out in a Fee Letter.

12.3  ON SHORE SECURITY AGENT FEE

      The Borrower shall pay to the On Shore Security Agent for its services an
      annual fee as set out in a Fee Letter.

12.4  SIT FACILITY GUARANTEE OR LC ISSUANCE FEES

      The Borrower shall pay to the Issuing Bank for its own account a fronting
      fee, at the rates set out in the Fee Letter and payable at the times and
      in the manner set forth therein.

12.5  ECA PREMIUM

      The Borrower shall pay or reimburse the Off Shore Facility Agent and/or
      the Equipment Vendor for payment of any ECA Premium to the ECA.


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<PAGE>

12.6  PROCEEDS AND REVENUE ACCOUNT #2

      The Borrower shall pay to Hypo Alpe-Adria-Bank d.d., for its own account,
      fees in relation to the opening and handling of the Proceeds and Revenue
      Account #2 as set out in the Fee Letter and payable at the times and in
      the manner set forth therein.


                                     - 44 -
<PAGE>

                                    SECTION 6
                                    REPAYMENT

13.    REPAYMENT

13.1   REPAYMENT OF THE EURO FACILITY LOANS

13.1.1 Each Euro Facility Loan shall be repaid on the dates and in the amounts
       which correspond to the percentage rates set out in Schedule 2 (Repayment
       dates).

13.1.2 The Borrower may not re-borrow any part of a Euro Facility Loan which is
       repaid.

13.2   REPAYMENT OF THE SIT FACILITY LOANS

       Each SIT Facility Loan shall be repaid on the last day of its Interest
       Period PROVIDED THAT if the conditions set out in Clause 4.2.2 (Further
       conditions precedent to all Utilisations) are satisfied or the proviso in
       Clause 5.1.1 (Delivery of Utilisation Request) applies the Borrower may
       refinance any outstanding SIT Facility Loans with SIT Facility Rollover
       Loans.

13.3   REDUCTION OF THE SIT FACILITY COMMITMENT

       The SIT Facility Commitment shall be reduced on the dates and in the
       amounts which correspond to the percentage rates set out in Schedule 2
       (Repayment Dates).


                                     - 45 -
<PAGE>

                                    SECTION 7
                           PREPAYMENT AND CANCELLATION

14.   PREPAYMENT AND CANCELLATION

14.1  ILLEGALITY

       If it becomes unlawful in any applicable jurisdiction for a Bank to
       perform any of its obligations as contemplated by this Agreement:

      (a)   that Bank shall promptly notify the Off Shore Facility Agent upon
            becoming aware of that event;

      (b)   the Off Shore Facility Agent shall, upon becoming aware of the same,
            notify the Borrower thereof;

      (c)   upon the Off Shore Facility Agent notifying the Borrower and if
            necessary the On Shore Facility Agent, the Commitment of that Bank
            will be immediately cancelled;

      (d)   the Borrower shall repay that Bank's participation in the Loans made
            to the Borrower on the last day of the Interest Period for each Loan
            occurring after the Off Shore Facility Agent has notified the
            Borrower or, if earlier, the date specified by the Bank in the
            notice delivered to the Off Shore Facility Agent (being no earlier
            than the last day of any applicable grace period permitted by law);
            and

      (e)   if such Bank is the Issuing Bank or a SIT Facility Bank guaranteeing
            the Issuing Bank, the Borrower shall procure that the Issuing Bank's
            or SIT Facility Bank's actual or contingent obligations in relation
            to each SIT Facility Guarantee or LC are cancelled or discharged in
            full or within 30 days from the date of the notification mentioned
            in (d) above provide 100% cash cover to the satisfaction of the
            Issuing Bank and the SIT Facility Banks together with an
            authorisation from the Borrower (in form and substance satisfactory
            to the Issuing Bank, acting reasonably) to the Issuing Bank
            permitting such cash cover to be set off against any liability of
            the Issuing Bank and the SIT Facility Banks under such SIT Facility
            Guarantee or LC.

14.2  CHANGE OF CONTROL, WITHDRAWAL OF THE LICENCE AND ABANDONMENT OF THE
      PROJECT

      If:

      (a)   Western Wireless International Corporation's direct or indirect
            shareholding in the Borrower at any time falls below 80% of the
            Share Capital without the prior written consent of the Majority
            Banks;

      (b)   there is a Withdrawal of the Licence; or

      (c)   there is an Abandonment of the Project,

            then:

            (i)   the Borrower shall promptly notify the Off Shore Facility
                  Agent upon becoming aware of that event;

            (ii)  the Borrower shall not request a Utilisation (except for a
                  Rollover SIT Facility Loan) unless otherwise agreed by the
                  Majority Banks;


                                     - 46 -
<PAGE>

            (iii) the Off Shore Facility Agent may (acting on the instructions
                  of the Majority Banks), by not less than 30 days notice to the
                  Borrower, declare all outstanding Loans, together with accrued
                  interest, and all other amounts accrued under the Finance
                  Documents immediately due and payable;

            (iv)  the Off Shore Facility Agent may (acting on the instructions
                  of the Majority Banks), instruct each Bank to cancel its
                  Available Commitment; and

            (v)   the Borrower shall procure that the Issuing Bank's actual or
                  contingent obligations in relation to each SIT Facility
                  Guarantee or LC are cancelled or discharged in full or within
                  30 days from the date of the declaration mentioned in (iii)
                  above provide 100% cash cover to the satisfaction of the
                  Issuing Bank and the SIT Facility Banks together with an
                  authorisation from the Borrower (in form and substance
                  satisfactory to the Issuing Bank, acting reasonably) to the
                  Issuing Bank permitting such cash cover to be set off against
                  any liability of the Issuing Bank and the SIT Facility Banks
                  under such SIT Facility Guarantee or LC.

14.3   CANCELLATION BY THE BORROWER

       The Borrower may, if it gives the Off Shore Facility Agent and, in
       respect of a cancellation of the SIT Facility Commitment, the On Shore
       Facility Agent not less than five (5) Business Days' prior notice and has
       satisfied the Off Shore Facility Agent (acting reasonably) that it has
       sufficient funds to pay all relevant Project Costs, cancel the whole or
       any part (being a minimum amount of Euro 1,000,000 or the equivalent
       amount in SIT at the exchange rate (middle rate) of Banka Slovenije on
       the relevant calculation date) of an Available Facility in respect of the
       SIT Facility or the Commercial Facility. Subject to Clause 14.6.1 (Right
       of repayment and cancellation in relation to a single Bank), the Borrower
       may only cancel any part of an Available Facility in respect of the ECA
       Facility with the prior written consent of the ECA, the Equipment Vendor
       and the Off Shore Facility Agent. Any cancellation under this Clause 14.3
       shall reduce the Commitments of the Banks rateably under that Facility.

14.4   VOLUNTARY PREPAYMENT OF EURO FACILITY LOANS

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

14.5   MANDATORY PREPAYMENTS

14.5.1 The Borrower shall:

      (a)   on the immediately following Interest Payment Date, apply all
            proceeds of sale or exchange of any assets required to be repaid in
            accordance with Clause 23.5 (Sale Proceeds Account);

      (b)   on the immediately following Interest Payment Date, apply proceeds
            of insurance policies required to be prepaid in accordance with
            Clause 23.4 (Insurance Proceeds Account);


                                     - 47 -
<PAGE>

      (c)   on the last Interest Payment Date of each Quarter of the Borrower
            apply 50% of the Excess Cash Flow; and

      (d)   on the last Interest Payment Date of each Quarter, apply all amounts
            that have been standing to the credit of the Capital Expenditure
            Reserve Account for a period of more than twelve (12) months,

       towards the mandatory prepayment of the Euro Facility Loans and the
       Lucent Loan Agreement and, at the option of the On Shore Facility Agent,
       a reduction of the SIT Facility Commitments.

14.5.2 Prepayments under Clause 14.5.1 (Mandatory prepayments) will be applied
       in an inverse order of maturity to the amounts outstanding under the Euro
       Facility Loans and the Lucent Loan Agreement, and, if the On Shore
       Facility Agent has requested reduction of the SIT Facility Commitments or
       prepayment of SIT Facility Loans, under the SIT Facility pro rata across
       the relevant Facilities. If the On Shore Facility Agent elects such
       reduction in the SIT Facility Commitments, the Available Commitment in
       respect of the SIT Facility shall be cancelled by the amount which is
       applied in reduction thereof.

14.6   RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE BANK

14.6.1 If:

      (a)   any sum payable to any Bank by the Borrower is required to be
            increased under Clause 15.2(c) (Tax gross-up); or

      (b)   any Bank claims indemnification from the Borrower under Clause 15.3
            (Tax indemnity) or Clause 16.1 (Increased Costs);

       and the steps, if any, taken by the relevant Finance Party in accordance
       with Clause 18 (Mitigation by the Banks) have not successfully mitigated
       the circumstance giving rise to the requirement or indemnification, the
       Borrower may, whilst the circumstance giving rise to the requirement or
       indemnification continues, give the Agent notice of cancellation of the
       Commitment of that Bank and its intention to procure the repayment of
       that Bank's participation in the Loans.

14.6.2 On receipt of a notice referred to in Clause 14.6.1(a) (Right of
       repayment and cancellation in relation to a single Bank), the Commitment
       of that Bank shall immediately be reduced to zero.

14.6.3 On the last day of each Interest Period which ends after the Borrower has
       given notice under Clause 14.6.1(a) (Right of repayment and cancellation
       in relation to a single Bank) (or, if earlier, the date specified by the
       Borrower in that notice), the Borrower shall repay that Bank's
       participation in the Loans.

14.7   RESTRICTIONS

14.7.1 Any notice of cancellation or prepayment given by any Party under this
       Clause 14 shall be irrevocable and, unless a contrary indication appears
       in this Agreement, shall specify the date or dates upon which the
       relevant cancellation or prepayment is to be made and the amount of that
       cancellation or prepayment.

14.7.2 Any prepayment under this Agreement shall be made together with accrued
       interest on the amount prepaid and, subject to any Break Costs, without
       premium or penalty.


                                     - 48 -
<PAGE>

14.7.3 The Borrower shall not repay or prepay all or any part of the Loans or
       cancel all or any part of the Commitments except at the times and in the
       manner expressly provided for in this Agreement.

14.7.4 If the Off Shore Facility Agent receives a notice under this Clause 14 it
       shall promptly forward a copy of that notice to either the Borrower or
       the affected Bank, as appropriate.

14.7.5 Unless a contrary indication appears in this Agreement, amounts prepaid
       may not be reborrowed.

14.7.6 No amount of the Total Commitments cancelled under this Agreement may be
       subsequently reinstated.

14.7.7 Any prepayment under Clause 14.4 (Voluntary prepayment of Euro Facility
       Loans) and Clause 14.5 (Mandatory prepayments) shall satisfy the
       obligations under Clause 13 (Repayment) in inverse chronological order.


                                     - 49 -
<PAGE>

                                    SECTION 8
                         ADDITIONAL PAYMENT OBLIGATIONS

15.    TAX GROSS-UP AND INDEMNITIES

15.1   DEFINITIONS

15.1.1 In this Clause 15:

       "PROTECTED PARTY" means a Finance Party which is or will be, for or on
       account of Tax, subject to any liability or required to make any payment
       in relation to a sum received or receivable (or any sum deemed for the
       purposes of Tax to be received or receivable) under a Finance Document.

       "TAX CREDIT" means a credit against, relief or remission for, or
       repayment of any Tax.

       "TAX DEDUCTION" means a deduction or withholding for or on account of Tax
       from a payment under a Finance Document.

       "TAX PAYMENT" means an increased payment made by the Borrower to a
       Finance Party under Clause 15.2 (Tax gross-up) or a payment under Clause
       15.3 (Tax indemnity).

15.1.2 In this Clause 15 a reference to "determines" or "determined" means a
       determination made in the absolute discretion of the person making the
       determination and the determination may be on an affiliated group basis.

15.2   TAX GROSS-UP

      (a)   The Borrower shall make all payments to be made by it without any
            Tax Deduction, unless a Tax Deduction is required by law.

      (b)   The Borrower or a Bank shall promptly upon becoming aware that the
            Borrower must make a Tax Deduction (or that there is any change in
            the rate or the basis of a Tax Deduction) notify the Off Shore
            Facility Agent accordingly. If the Off Shore Facility Agent receives
            such notification from a Bank it shall promptly notify the Borrower.

      (c)   If a Tax Deduction is required by law to be made by the Borrower in
            one of the circumstances set out in paragraph (d) below, unless
            paragraph (g) below applies, the amount of the payment due from the
            Borrower shall be increased to an amount which (after making any Tax
            Deduction) leaves an amount equal to the payment which would have
            been due if no Tax Deduction had been required.

      (d)   The circumstances referred to in paragraph (c) above are where a
            person entitled to the payment is an Agent, an Arranger or a
            Security Agent, Issuing Bank or a Bank.

      (e)   If the Borrower is required to make a Tax Deduction, the Borrower
            shall make that Tax Deduction and any payment required in connection
            with that Tax Deduction within the time allowed and in the minimum
            amount required by law.

      (f)   Within thirty days of making either a Tax Deduction or any payment
            required in connection with that Tax Deduction, the Borrower making
            that Tax Deduction shall deliver to the Off Shore Facility Agent for
            the Finance Party entitled to the payment evidence reasonably
            satisfactory to that Finance Party


                                     - 50 -
<PAGE>

            that the Tax Deduction has been made or (as applicable) any
            appropriate payment paid to the relevant taxing authority.

      (g)   The Borrower is not obliged to make a Tax Payment under paragraph
            (c) above in respect of any Tax Deduction which would not have been
            required had the Finance Party concerned co-operated in completing
            any declaration, claim, exemption or other form reasonably requested
            by the Borrower which it is able to complete or provide unless the
            Finance Party determines in good faith to do so would prejudice its
            legal or commercial position.

15.3  TAX INDEMNITY

      (a)   The Borrower shall (within five (5) Business Days of demand by the
            Off Shore Facility Agent) pay to a Protected Party an amount equal
            to the loss, liability or cost which that Protected Party determines
            will be or has been (directly or indirectly) suffered for or on
            account of Tax by that Protected Party in connection with the
            transactions contemplated under the Finance Documents. Such demand
            shall include reasonable details of such loss, liability or cost
            which the Protected Party determined will be or has been suffered.

      (b)   Paragraph (a) above shall not apply with respect to any Tax assessed
            on a Finance Party:

            (i)   under the law of the jurisdiction in which that Finance Party
                  is incorporated or, if different, the jurisdiction (or
                  jurisdictions) in which that Finance Party is treated as
                  resident for tax purposes; or

            (ii)  under the law of the jurisdiction in which that Finance
                  Party's Facility Office is located in respect of amounts
                  received or receivable in that jurisdiction,

            if that Tax is imposed on or calculated by reference to the net
            income received or receivable (but not any sum deemed to be received
            or receivable) by that Finance Party.

      (c)   A Protected Party making, or intending to make, a claim pursuant to
            paragraph (a) above shall promptly notify the Agent of the event
            which will give, or has given, rise to the claim, following which
            the Agent shall notify the Borrower.

      (d)   A Protected Party shall, on receiving a payment from the Borrower
            under this Clause 15.3, notify the Agent.

15.4  TAX CREDIT

      If the Borrower makes a Tax Payment and the relevant Finance Party
      determines that:

      (a)   a Tax Credit is attributable to that Tax Payment; and

      (b)   that Finance Party has obtained, utilised and retained that Tax
            Credit,

      the Finance Party shall pay an amount to the Borrower which that Finance
      Party determines will leave it (after that payment) in the same after-tax
      position as it would have been in had the Tax Payment not been made by the
      Borrower. The Finance Party will provide to the Borrower reasonable
      details of the calculation of the amounts it has determined to be payable
      to the Borrower.


                                     - 51 -
<PAGE>

15.5  STAMP TAXES

      The Borrower shall pay and, within five (5) Business Days of demand,
      indemnify each Finance Party against any cost, loss or liability that
      Finance Party incurs in relation to all stamp duty, registration and other
      similar Taxes payable in respect of any Finance Document.

15.6  VALUE ADDED TAX

      (a)   All consideration payable under a Finance Document by the Borrower
            to a Finance Party shall be deemed to be exclusive of any VAT. If
            VAT is chargeable, the Borrower shall pay to the Finance Party (in
            addition to and at the same time as paying the consideration) an
            amount equal to the amount of the VAT on receipt of a copy of a VAT
            invoice.

      (b)   Where a Finance Document requires the Borrower to reimburse a
            Finance Party for any costs or expenses, the Borrower shall also at
            the same time pay and indemnify that Finance Party on receipt of a
            copy of a VAT invoice against all VAT incurred by that Finance Party
            in respect of the costs or expenses save to the extent that that
            Finance Party is entitled to repayment or credit in respect of the
            VAT.

16.   INCREASED COSTS

16.1  INCREASED COSTS

      (a)   Subject to Clause 16.3 (Exceptions) the Borrower shall, within five
            (5) Business Days of a demand by the Off Shore Facility Agent
            (setting forth in reasonable detail the amounts so payable), pay for
            the account of a Finance Party the amount of any Increased Costs
            incurred by that Finance Party or any of its Affiliates as a result
            of (i) the introduction of or any change in (or in the
            interpretation, administration or application of) any law or
            regulation after the date of this Agreement or (ii) compliance with
            any law or regulation made after the date of this Agreement
            (including the New Basle Capital Accord known as "Basle II" and any
            replacement thereof).

      (b)   In this Agreement "INCREASED COSTS" means:

            (i)   a reduction in the rate of return from the Facility or on a
                  Finance Party's (or its Affiliate's) overall capital;

            (ii)  an additional or increased cost; or

            (iii) a reduction of any amount due and payable under any Finance
                  Document,

            which is incurred or suffered by a Finance Party or any of its
            Affiliates to the extent that it is attributable to that Finance
            Party having entered into its Commitment or funding or performing
            its obligations under any Finance Document.

16.2  INCREASED COSTS CLAIMS

      (a)   A Finance Party intending to make a claim pursuant to Clause 16.1
            (Increased Costs) shall notify the Off Shore Facility Agent of the
            event giving rise to the claim, following which the Off Shore
            Facility Agent shall promptly notify the Borrower.


                                     - 52 -
<PAGE>

      (b)   Each Finance Party shall, as soon as practicable after a demand by
            the Off Shore Facility Agent, provide a certificate confirming the
            amount of its Increased Costs.

16.3  EXCEPTIONS

      (a)   Clause 16.1 (Increased Costs) does not apply to the extent any
            Increased Cost is:

            (i)   attributable to a Tax Deduction required by law to be made by
                  the Borrower;

            (ii)  compensated for by Clause 15.3 (Tax indemnity) (or would have
                  been compensated for under Clause 15.3 (Tax indemnity) but was
                  not so compensated solely because the exclusion in Clause
                  15.3(b) (Tax indemnity) applied); or

            (iii) attributable to the wilful breach by the relevant Finance
                  Party or its Affiliates of any law or regulation.

      (b)   In this Clause 16.3, a reference to "Tax Deduction" has the same
            meaning given to the term in Clause 15.1 (Definitions).

17.   OTHER INDEMNITIES

17.1  CURRENCY INDEMNITY

      (a)   If any sum due from the Borrower under the Finance Documents (a
            "SUM"), or any order, judgment or award given or made in relation to
            a Sum, has to be converted from the currency (the "FIRST CURRENCY")
            in which that Sum is payable into another currency (the "SECOND
            CURRENCY") for the purpose of:

            (i)   making or filing a claim or proof against the Borrower; or

            (ii)  obtaining or enforcing an order, judgment or award in relation
                  to any litigation or arbitration proceedings,

            the Borrower shall as an independent obligation, within five (5)
            Business Days of demand, indemnify each Finance Party to whom that
            Sum is due against any cost, loss or liability arising out of or as
            a result of the conversion including any discrepancy between (1) the
            rate of exchange used to convert that Sum from the First Currency
            into the Second Currency and (2) the rate or rates of exchange
            available to that person at the time of its receipt of that Sum.

      (b)   The Borrower waives any right it may have in any jurisdiction to pay
            any amount under the Finance Documents in a currency or currency
            unit other than that in which it is expressed to be payable.

17.2  OTHER INDEMNITIES

      The Borrower shall, within five (5) Business Days of demand, indemnify
      each Finance Party against any cost, loss or liability reasonably incurred
      by that Finance Party as a result of:

      (a)   the occurrence of any Event of Default or Potential Event of Default
            and any costs reasonably incurred by any of the Banks in attending
            any meetings to consider any Event of Default or Potential Event of
            Default or the investigation of any Event of Default or Potential
            Event of Default;



                                     - 53 -
<PAGE>

      (b)   a failure by the Borrower to pay any amount due under a Finance
            Document on its due date including, without limitation, any cost,
            loss or liability arising as a result of Clause 29 (Sharing among
            the Finance Parties);

      (c)   funding, or making arrangements to fund, its participation in a Loan
            requested by the Borrower in a Utilisation Request but not made by
            reason of the operation of any one or more of the provisions of this
            Agreement (other than by reason of default or negligence by that
            Finance Party); or

      (d)   a Loan (or part of a Loan) not being prepaid in accordance with a
            notice of prepayment given by the Borrower.

17.3  INDEMNITY TO THE AGENTS

      The Borrower shall promptly indemnify each Agent against any cost, loss or
      liability incurred by the relevant Agent (acting reasonably) as a result
      of:

      (a)   investigating any event which it reasonably believes is an Event of
            Default or Potential Event of Default;

      (b)   except as expressly provided in this Agreement, the Agent performing
            and discharging its obligations in accordance with the requirements
            of the Finance Documents; and/or

      (c)   acting or relying on any notice, request or instruction which it
            reasonably believes to be genuine, correct and appropriately
            authorised.

18.   MITIGATION BY THE BANKS

18.1  MITIGATION

      (a)   Each Finance Party shall, in consultation with the Borrower, take
            all reasonable steps to mitigate any circumstances which arise and
            which would result in any amount becoming payable under or pursuant
            to, or cancelled pursuant to, any of Clause 14.1 (Illegality),
            Clause 15 (Tax gross-up and indemnities) or Clause 16 (Increased
            Costs) including (but not limited to) transferring its rights and
            obligations under the Finance Documents to another Affiliate or
            Facility Office.

      (b)   Paragraph (a) above does not in any way limit the obligations of the
            Borrower under the Finance Documents.

18.2  LIMITATION OF LIABILITY

      (a)   The Borrower shall indemnify each Finance Party for all costs and
            expenses reasonably incurred by that Finance Party as a result of
            steps taken by it under Clause 18.1 (Mitigation).

      (b)   A Finance Party is not obliged to take any steps under Clause 18.1
            (Mitigation) if, in the opinion of that Finance Party (acting
            reasonably), to do so might be prejudicial to it.

19.   COSTS AND EXPENSES

19.1  TRANSACTION EXPENSES

      The Borrower shall promptly on demand pay the Off Shore Facility Agent
      (for the account of the Agents, the Security Agents, the Issuing Bank, the
      ECA and the Arrangers) the amount of all out of pocket costs and expenses
      (including but not limited to the fees of the Independent Technical
      Consultant, insurance consultant and legal fees


                                     - 54 -
<PAGE>

      of Slovenian law counsel to the Banks (Selih, Selih, Janezic &
      Jarcovic) and German, New York and Luxembourg law counsel to the Banks
      (Clifford Chance)) reasonably incurred by any of them in connection with
      the negotiation, preparation, execution, registration, implementation,
      preservation, and syndication of the Finance Documents irrespective of
      whether this financing is completed or any Utilisation is made (including,
      without limitation in connection with any perfection of a security
      interest under or any amendment of any Security Document).

19.2  AMENDMENT COSTS

      If (a) the Borrower requests an amendment, waiver or consent or (b) an
      amendment is required pursuant to Clause 30.9 (Change of currency), the
      Borrower shall, within three (3) Business Days of demand, reimburse each
      Agent for the amount of all costs and expenses (including legal fees)
      reasonably incurred by it in responding to, evaluating, negotiating or
      complying with that request or requirement.

19.3  ENFORCEMENT COSTS

      The Borrower shall, within three (3) Business Days of demand, pay to each
      Finance Party the amount of all costs and expenses (including legal fees)
      incurred by that Finance Party in connection with the enforcement of, or
      the preservation of any rights under, any Finance Document.


                                     - 55 -
<PAGE>

                                    SECTION 9
               REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20.    REPRESENTATIONS

20.1   REPRESENTATIONS

       The Borrower makes the representations and warranties set out in this
       Clause 20.1 to each Finance Party on the date of this Agreement and
       acknowledges that the Finance Parties have entered into this Agreement in
       reliance on such representations and warranties.

20.1.1 STATUS

       The Borrower is a corporation duly incorporated and validly existing
       under the laws of Slovenia and has the power and all necessary
       governmental and other material Authorisations under any applicable
       jurisdiction to own its property and assets and to carry on its business
       as currently conducted.

20.1.2 POWER AND AUTHORITY

       The Borrower has the power to enter into, perform and deliver, and has
       taken all necessary action to authorise its entry into, performance and
       delivery of, the Transaction Documents to which it is a party and the
       transactions contemplated by those Transaction Documents.

20.1.3 OWNERSHIP OF THE BORROWER

       Western Wireless International Corporation owns, directly or indirectly,
       at least 80% of the Shares.

20.1.4 BINDING OBLIGATIONS

       The Transaction Documents create (or will once executed) legal, valid and
       binding obligations of the Borrower and, to the Borrower's knowledge, the
       other parties thereto, enforceable (or in the case of the Security
       Documents will be enforceable once perfected) against such parties in
       accordance with the terms thereof subject to any general principles of
       law limiting such parties' obligations which are specifically referred to
       in any legal opinion delivered pursuant to Clause 4.1 (Conditions
       precedent to the first Utilisation under all Facilities).

20.1.5 COMPLIANCE

       The Borrower has duly performed and observed in all material respects all
       obligations under the applicable laws and the Material Contracts and has
       duly performed and observed all obligations under the Project Contracts
       except where failure to do so would not have a Material Adverse Effect.

20.1.6 AUTHORISATIONS

       (a)   All Authorisations required:

            (i)   to enable it lawfully to enter into, exercise the Borrower's
                  rights and comply with its obligations in the Transaction
                  Documents to which it is a party;

            (ii)  to make the Transaction Documents to which the Borrower is a
                  party admissible in evidence in Slovenia;

            (iii) to enable the Borrower to conduct its business according to
                  the Business Plan; and


                                     - 56 -
<PAGE>

            (iv)  to enable the Borrower to create the Security to be created by
                  it pursuant to any Security Document and to ensure that such
                  Security has the priority and ranking it is expressed to have,

            have been obtained or effected and are in full force and effect
            except Authorisations which are not required to be obtained by the
            Borrower (based upon its then current operations) until a future
            date and (in the case of paragraphs (i) to (iii) above)
            Authorisations the failure of which to obtain would not have a
            Material Adverse Effect and.

       (b)  The Borrower is in compliance in all material respects with all of
            the terms and conditions of such Authorisations and no
            circumstances exist which would entitle the granting authority to
            terminate or revoke such Authorisations.

20.1.7 GOVERNING LAW AND ENFORCEMENT

       (a)    The choice of the governing law of each of the Material Contracts
              will be recognised and enforced in the jurisdiction applicable to
              that Material Contract.

       (b)    Any judgment obtained in the jurisdiction applicable to each of
              the Material Contracts in relation to that Material Contract will
              be recognised and enforced in that jurisdiction.

20.1.8 TAXES; REGISTRATION OF TRANSACTION DOCUMENTS

       (a)    All Taxes imposed on the Borrower have been paid and discharged
              duly and punctually within the time period allowed therefor
              without the imposition of penalties in excess of Euro 15,000 or
              its equivalent or the creation of encumbrances with priority to
              the Banks or any Security granted by or created pursuant to the
              Security Documents (save to the extent payment thereof is being
              contested in good faith by the Borrower and where payment thereof
              can be lawfully withheld and would not result in an encumbrance
              having priority to the Banks or any Security granted by or created
              pursuant to the Security Documents).

       (b)    The Borrower is not required under the laws of Slovenia to make
              any deduction or withholding for or on account of Tax from any
              payment it may make under any Finance Document.

       (c)    Under the laws of Slovenia it is not necessary:

              (i)    that the Material Contracts be filed, recorded, registered
                     or enrolled with any court or other authority in that
                     jurisdiction (other than reporting the execution of this
                     Agreement to Banka Slovenije); or

              (ii)   that any stamp, registration or similar tax be paid on or
                     in relation to the Material Contracts or the transactions
                     contemplated by the Material Contracts.

20.1.9 NO DEFAULT

       (a)    No Event of Default or Potential Event of Default has occurred and
              is continuing or is reasonably expected to occur to the best of
              the Borrower's knowledge and belief.

       (b)    No other event or circumstance is outstanding which constitutes a
              default under any other agreement or instrument which is binding
              on the Borrower or to


                                     - 57 -
<PAGE>

            which its assets are subject which would reasonably be expected to
            have a Material Adverse Effect.

20.1.10 NO WINDING-UP

       The Borrower has not taken any corporate action nor have any other steps
       been taken or legal proceedings been started or threatened against the
       Borrower for its winding-up, dissolution, administration or
       re-organisation or for the appointment of a receiver, administrator,
       administrator receiver, trustee or similar officer of it or of all of its
       assets or revenues.

20.1.11 NO MISLEADING INFORMATION

       (a)    Any factual information provided by it for the purposes of the
              Initial Business Plan, Information Memorandum and/or the Legal Due
              Diligence Report is true, complete and accurate in all material
              respects as at the date it was provided or as at the date (if any)
              at which it is stated.

       (b)    The financial projections contained in the Initial Business Plan
              and Information Memorandum provided to the ECA in September 2001
              have been prepared on the basis of information available as at
              such date and on the basis of reasonable assumptions.

       (c)    Nothing has occurred or been omitted from the Initial Business
              Plan, Information Memorandum and/or the Legal Due Diligence Report
              and no information has been given or withheld that results in the
              information contained in the Initial Business Plan, Information
              Memorandum and/or the Legal Due Diligence Report being untrue or
              misleading in any material respect.

       (d)    All of the information (other than the Initial Business Plan, the
              Information Memorandum and the Legal Due Diligence Report)
              supplied by the Borrower and the Sponsors to the Arrangers, the
              Banks and the Independent Technical Consultant is true, complete
              and accurate in all material respects as at the date such
              information was supplied and the Borrower and the Sponsors have
              not failed to disclose to the Arrangers, the Banks and to the
              Independent Technical Consultant any facts or circumstances the
              omission of which would render any such information misleading in
              any material aspects.

20.1.12 FINANCIAL STATEMENTS

       (a)    The Borrower's Original Financial Statements were prepared in
              accordance with US GAAP and the Borrower' financial statements for
              the year ending 31 December 2001, which are stated to be in
              accordance with Slovenian Accounting Standards, were prepared in
              accordance with Slovenian Accounting Standards, in each case
              consistently applied (unless expressly disclosed to the Off Shore
              Facility Agent in writing to the contrary before the date of this
              Agreement).

       (b)    The Borrower's Original Financial Statements fairly represent its
              financial condition and operations as at the end of and during the
              relevant financial year (unless expressly disclosed to the Off
              Shore Facility Agent in writing to the contrary before the date of
              this Agreement).

       (c)    As at the date as of which the Original Financial Statements were
              prepared the Borrower had no liabilities (contingent or otherwise)
              which were not disclosed thereby (or by notes thereto) or reserved
              against therein nor any unrealised or anticipated losses arising
              from commitments entered into by it which were not


                                     - 58 -
<PAGE>

              so disclosed or reserved against and which in each such case would
              reasonably be expected to have a material adverse effect on the
              Borrower's ability to perform its obligations hereunder.

       (d)    There has been no material adverse change in the Borrower's
              business or financial condition since the date as at which the
              Original Financial Statements were delivered to the Banks.

20.1.13 ENCUMBRANCES

        No encumbrance exists over all or any of the assets of the Borrower
        other than Permitted Encumbrances.

20.1.14 FINANCIAL INDEBTEDNESS

        The Borrower has no Financial Indebtedness except for Permitted
        Indebtedness.

20.1.15 NO OBLIGATION TO CREATE SECURITY

        Except as provided in Clause 20.1.13 (Encumbrances), the Borrower's
        execution of the Transaction Documents and its exercise of its rights
        and performance of its obligations hereunder and thereunder will not
        result in the existence of nor oblige the Borrower to create an
        encumbrance over all or any of its present or future revenues or assets.

20.1.16 PARI PASSU RANKING

        The Borrower's payment obligations under the Finance Documents rank at
        least pari passu with the claims of all its other unsecured and
        unsubordinated creditors, except for obligations mandatorily preferred
        by law applying to companies generally.

20.1.17 PROCEEDINGS AND MAJOR LABOUR UNREST

        No litigation, arbitration or administrative proceedings of or before
        any court, arbitral body or agency which, if adversely determined, might
        reasonably be expected to have a Material Adverse Effect have been
        started or threatened against it nor are there or might reasonably be
        expected major labour unrests in the Borrower's business.

20.1.18 OWNERSHIP OF ASSETS

        The Borrower has good title to or valid leases or licences of all
        Material Assets necessary to conduct its business where failure to do so
        would be reasonably likely to have a Material Adverse Effect.

20.1.19 INTELLECTUAL PROPERTY

       (a)    The Borrower owns or has the legal right to use all Intellectual
              Property and it does not infringe any Intellectual Property Rights
              of any third party except in the case of Intellectual Property
              Rights which are not necessary to the carrying on of its business
              where such infringement would not be reasonably likely to have a
              Material Adverse Effect.

       (b)    No Intellectual Property is being infringed except in the case of
              Intellectual Property which is not necessary to the carrying on of
              its business where such infringement would not be reasonably
              likely to have a Material Adverse Effect nor is there any
              threatened infringement by any third party of any Intellectual
              Property.

       (c)    All registered Intellectual Property owned by the Borrower is
              subsisting and all actions required to maintain the same in full
              force and effect have been taken.

20.1.20  ENVIRONMENTAL COMPLIANCE

         The Borrower has duly performed and observed in all material respects
         all Environmental Law, Environmental Permits and all other material
         covenants,


                                     - 59 -
<PAGE>

         conditions, restrictions or agreements directly or indirectly concerned
         with any contamination, pollution or waste or the release or discharge
         of any toxic or hazardous substance in connection with any real
         property which is or was at any time owned, leased or occupied by the
         Borrower or on which it has conducted any activity where, in each case,
         failure to do so could reasonably be expected to have a Material
         Adverse Effect.

20.1.21  EXECUTION OF FINANCE DOCUMENTS

         Its execution of the Finance Documents and its exercise of its rights
         and performance of its obligation hereunder and thereunder do not and
         will not:

       (a)    conflict with the Licence, or to the best of its knowledge having
              made all due enquiry any other agreement, mortgage, bond or other
              instrument or treaty to which it is party or which is binding upon
              it or any of its assets;

       (b)    conflict with its constitutive documents;

       (c)    conflict with any applicable law, regulation or official or
              judicial order.

20.1.22 NO IMMUNITY

       In any proceedings taken in Slovenia in relation to any of the Material
       Contracts it will not be entitled to claim for itself or any of its
       assets immunity from suit, execution, attachment or other legal process
       except for any property which is exempt from attachment and execution
       pursuant to the laws of Slovenia of general application to the extent
       that such exemption has not been validly waived pursuant to Clause 40.4
       (Waiver of immunity).

20.1.23  DEALING ON OWN ACCOUNT

         For all matters related to the Transaction Documents the Borrower is
         dealing on its own account.

20.1.24  EASEMENTS

         The Borrower has all easements, rights of way, rights of ingress and
         egress necessary for the construction and operation of the Project
         except where the failure to do so would not have a Material Adverse
         Effect.

20.1.25  MATERIAL CONTRACTS

         All contracts required for the design, engineering, development,
         construction, installation, testing, operation and maintenance of the
         Network are in full force and effect, there are no other Material
         Contracts in existence which have not been disclosed to the Off Shore
         Facility Agent and it has no notice of any material breach by any
         person of its obligations thereunder.

20.1.26  AMENDMENTS TO MATERIAL CONTRACTS

         There have been no material amendments (other than those permitted
         under Clause 24.27 (Amendments) to any of the Material Contracts
         including those provided to the Off Shore Facility Agent in connection
         with the Legal Due Diligence Report.

20.1.27  CAPITAL

         As of the date hereof the registered Share Capital is SIT 7,000,000,000
         comprising 2 Shares owned by the following Shareholders in the
         following percentages.

         Western Wireless International Slovenia Corporation 95%

         Western Wireless International Slovenia II Corporation 5%

         and no person will have any right to subscribe for any additional
         Shares in the Share Capital.


                                     - 60 -
<PAGE>

20.1.28  ACCOUNTS

         The Borrower has no accounts other than those permitted, established or
         to be established in accordance with this Agreement.

20.1.29  SUBSIDIARIES

         The Borrower does not have any Subsidiaries (other than as permitted
         under Clause 24.33 (UMTS and other licences) or those created with the
         consent of the Banks, not to be unreasonably withheld or delayed) or
         any investments in any other person.

20.1.30  SERVICES AND FACILITIES

         All services, facilities and other materials necessary for the
         importation, construction, installation, operation and maintenance of
         the Network are or, to the best of the Borrower's knowledge after due
         inquiry, will be available to the Borrower when necessary for the
         construction, installation, testing, operation and maintenance of the
         Network, and to the extent necessary, arrangements have been made on
         commercially reasonable terms for such services, facilities and other
         materials, with respect to which arrangements the Borrower has no
         reason to believe such arrangements will not be made at the time so
         required, except where the failure of such services, facilities and
         other materials to be available or arranged would not reasonably be
         likely to have a Material Adverse Effect.

20.1.31  RANKING OF SECURITY

         Other than the ECA Cover Documents, each Security Document creates (or,
         once entered into, will create) in favour of the Finance Parties the
         Security which it is expressed to create over the secured assets
         referred to therein with first ranking and priority which are not
         subject to any prior or pari passu Security.

20.1.32  BUSINESS PLAN

         The projections and forecasts appearing in the most recent Business
         Plan are in accordance with the requirements of Clause 22 (Financial
         covenants and network milestones) and consistent with Clause 24
         (General undertakings) and were made on the basis of grounds believed
         at the time to be correct.

20.1.33  PROHIBITED PAYMENTS

         None of the Borrower's officers, directors, employees and/or agents
         acting on its behalf have offered, given, insisted on, received or
         solicited any illegal payment or advantage to influence the action of
         any person in connection with the Project.

20.2     REPETITION

         The representations in Clause 20.1 (Representations) (other than in
         Clause 20.1.11 (No misleading information) and Clause 20.1.27
         (Capital)) ("REPEATED REPRESENTATIONS") shall be expressly repeated by
         the Borrower by reference to the facts and circumstances then existing
         at:

      (a)   the date of each Utilisation Request (including any SIT Facility
            Rollover Loan); and

      (b)   each repayment date as determined under Clause 13 (Repayment).


                                     - 61 -
<PAGE>

21.   REPORTING REQUIREMENTS

      The undertakings in this Clause 21 remain in force from the date of this
      Agreement for so long as any amount is outstanding under the Finance
      Documents or any Commitment is in force.

21.1  FINANCIAL STATEMENTS AND OTHER INFORMATION

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

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

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

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

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

            (iii) include a profit and loss statement, balance sheet, cash flow
                  statement and details of investments in fixed assets, capital
                  and operation expenditures updated to reflect the
                  circumstances then existing and anticipated for the
                  forthcoming financial year and any information relevant at
                  such time that was not included in the Initial Business Plan;
                  and

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

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

            (i)   a profit and loss statement, balance sheet, cash flow
                  statement, details of investments in fixed assets, debt
                  profile (including aggregate lease obligations) short term and
                  long term;

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

            (iii) a Project Status and Progress Report setting out in detail
                  information addressing the matters referred to in Schedule 15
                  (Project Status and


                                     - 62 -
<PAGE>

                  Progress Report) (signed by the CFO and the chief technical
                  officer of the Borrower); and

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

21.2  REQUIREMENTS AS TO FINANCIAL STATEMENTS

      (a)   Each set of financial statements delivered by the Borrower pursuant
            to Clause 21.1 (Financial statements and other information) shall be
            certified by the CFO as fairly representing its financial condition
            as at the end of and for the period up to the date as at which those
            financial statements were drawn up.

      (b)   The Borrower shall procure that each set of financial statements
            delivered pursuant to Clause 21.1 (Financial statements and other
            information) or that is required to be in accordance with US GAAP is
            prepared using US GAAP, accounting practices and financial reference
            periods consistent with those applied in the preparation of the
            financial statements of the immediately preceding year unless, in
            relation to any set of financial statements delivered immediately
            after any change has taken place, it notifies the Off Shore Facility
            Agent that there has been a change in US GAAP or the accounting
            practices or reference periods and its auditors deliver to the Off
            Shore Facility Agent:

            (i)   a description of any change necessary for those financial
                  statements to reflect the US GAAP, accounting practices and
                  reference periods upon which the financial statements for the
                  immediately preceding year were prepared; and

            (ii)  sufficient information, in form and substance as may be
                  reasonably required by the Off Shore Facility Agent, to enable
                  the Banks to determine whether Clause 22 (Financial covenants
                  and network milestones) has been complied with and make an
                  accurate comparison between the financial position indicated
                  in those financial statements and the financial statements for
                  the immediately preceding year.

            Any reference in this Agreement to those financial statements shall
            be construed as a reference to those financial statements as
            adjusted to reflect the basis upon which the financial statements
            for the immediately preceding year were prepared.

      (c)   The Borrower shall procure that each set of financial statements
            delivered pursuant to Clause 21.1(a) (Financial statements and other
            information) that is to be prepared in accordance with Slovenian
            Accounting Standards or any other financial statements required to
            be prepared by applicable law are delivered to the Off Shore
            Facility Agent and in each case are prepared using Slovenian
            Accounting Standards, accounting practices and financial reference
            periods consistent with those applied in the preparation of the
            financial statements of the immediately preceding financial year
            unless, in relation to any set of financial statements delivered
            immediately after any change has taken place, it notifies the Off
            Shore Facility Agent that there has been a change in Slovenian
            Accounting Standards or the accounting practices or reference
            periods and its auditors deliver to the Off Shore Facility Agent:


                                     - 63 -
<PAGE>

            (i)   a description of any change necessary for those financial
                  statements to reflect the Slovenian Accounting Standards,
                  accounting practices and reference periods upon which the
                  financial statements for the immediately preceding year were
                  prepared; and

            (ii)  sufficient information, in form and substance as may be
                  reasonably required by the Off Shore Facility Agent, to enable
                  the Banks to determine whether Clause 22 (Financial covenants
                  and network milestones) has been complied with and make an
                  accurate comparison between the financial position indicated
                  in those financial statements and the financial statements for
                  the immediately preceding year.

      Any reference in this Agreement to those financial statements shall be
      construed as a reference to those financial statements as adjusted to
      reflect the basis upon which the financial statements for the immediately
      preceding year were prepared.

21.3  COVENANT COMPLIANCE CERTIFICATE

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

      (b)   Each Covenant Compliance Certificate shall be signed by the CFO and,
            if required to be delivered with the financial statements delivered
            pursuant to Clause 21.1(a) (Financial statements and other
            information), shall be reported on by the Borrower's auditors.

21.4  INFORMATION: MISCELLANEOUS

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

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

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

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

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

21.5  NOTIFICATION OF DEFAULT AND CASH SHORTFALL

      (a)   The Borrower shall notify the Off Shore Facility Agent of any Event
            of Default or Potential Event of Default or Cash Shortfall (and the
            steps, if any, being taken to remedy it) promptly upon becoming
            aware of its occurrence.


                                     - 64 -
<PAGE>

      (b)   Promptly upon a request by the Off Shore Facility Agent (acting
            reasonably), the Borrower shall supply to the Off Shore Facility
            Agent a certificate signed by two of its directors or senior
            officers on its behalf certifying that no Event of Default or
            Potential Event of Default or Cash Shortfall is continuing (or if an
            Event of Default or Potential Event of Default or Cash Shortfall is
            continuing, specifying the Event of Default or Potential Event of
            Default or the extent of the Cash Shortfall and the steps, if any,
            being taken to remedy it).

21.6  BUSINESS PLAN REVIEW

      Within the earlier of:

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

      (b)   five weeks from the commencement of a financial year of the
            Borrower, the Borrower and the Off Shore Facility Agent shall meet
            and review the Updated Business Plan delivered in accordance with
            Clause 21.1(b) (Financial statements and other information).

22.   FINANCIAL COVENANTS AND NETWORK MILESTONES

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

      **CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT**

                                     - 65 -
<PAGE>
22.4  CONFIRMATION BY INDEPENDENT TECHNICAL CONSULTANT

      The figures in Clauses 22.2(a) and (b) (Stage I covenants) and Clause
      22.3(e) (Stage II covenants) shall be confirmed by the Independent
      Technical Consultant annually commencing on 31 December 2002 and ending on
      31 December 2004.

23.   ACCOUNTS AND PAYMENTS

23.1  PROCEEDS AND REVENUE ACCOUNTS

      The Borrower will open a transactional account with the On Shore Security
      Agent ("PROCEEDS AND REVENUE ACCOUNT #1") and Hypo Alpe-Adria-Bank d.d.
      Ljubljana ("PROCEEDS AND REVENUE ACCOUNT #2") prior to the first
      Utilisation Date (the "PROCEEDS AND REVENUE ACCOUNTS"), such accounts to
      be pledged by the Borrower in


                                     - 68 -
<PAGE>

      favour of the Senior Creditors by entering into the Claims Assignment and
      Bills of Exchange Agreement.

23.2  PAYMENTS INTO THE PROCEEDS AND REVENUE ACCOUNTS

      (a)   The Borrower will ensure that it pays into the Proceeds and Revenue
            Account #1 all loan, insurance, sale and other proceeds, receivables
            and Equity Contributions and proceeds of Subordinated Loans and
            Sponsors Unsecured Loans and revenues of any nature and all payments
            to be made to the Borrower other than as permitted by Clause
            23.2(b).

      (b)   The Borrower will use reasonable commercial efforts to have 30% of
            the revenues and payments to be made to the Borrower paid into the
            Proceeds and Revenue Account #2 (other than in respect of loan,
            insurance, sale proceeds, Equity Contributions, Subordinated Loans
            and Sponsors Unsecured Loans) provided that the balance standing to
            the credit of such account shall not exceed Euro 2,000,000 or its
            equivalent.

            (the payments into the Proceeds and Revenue Account #1 and the
            payments into the Proceeds and Revenue Account #2, together the
            "PROCEEDS AND REVENUES").

23.3  APPLICATION OF MONEYS ON THE PROCEEDS AND REVENUE ACCOUNTS

      Subject to Clause 23.10 (Remedies on Potential Event of Default or Event
      of Default), the Borrower shall and, in the case of an Event of Default,
      only with the Off Shore Facility Agent's written consent (acting on the
      instructions of the Majority Banks) apply any moneys standing to the
      credit of the Proceeds and Revenue Accounts as follows:

      (a)   any Proceeds and Revenues that constitute Insurance Proceeds shall
            be paid into the Insurance Proceeds Account in the applicable
            currency and applied in accordance with Clause 23.4 (Insurance
            Proceeds Account);

      (b)   any Proceeds and Revenues arising from the sale, disposal or
            exchange of any asset shall be paid into the Sale Proceeds Account
            in the applicable currency and applied in accordance with Clause
            23.5 (Sale Proceeds Account);

      (c)   any Proceeds and Revenues that constitute Contributed Capital or
            Sponsors Unsecured Loans or the proceeds of any Loans payable to the
            Borrower under the Euro Facility shall be paid into the Loan
            Proceeds Account and applied in accordance with Clause 23.6 (Loan
            Proceeds Account) PROVIDED THAT in respect of any amounts
            contributed as Contributed Capital to permit the Borrower to make
            contributions to the UMTS Subsidiary in accordance with Clause
            24.33(b)(ii) (UMTS and other licenses), the Borrower may transfer,
            after compliance with the provisions of Clause 24.33(b)(iii) (UMTS
            and other licenses), such amounts to the UMTS Subsidiary; and

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

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

            (ii)  second, in or towards payment of all due and payable operating
                  costs as shown in the Initial Business Plan (including amounts
                  in respect of direct costs payable under the Management
                  Agreement which are


                                     - 69 -
<PAGE>

            provided for in the Initial Business Plan but excluding any amounts
            payable under the Lucent Loan Agreement);

      (iii) third, in or towards payment of all due and payable on-going capital
            costs in relation to the build-out of the Network as shown in the
            Initial Business Plan and necessary to perform its business but
            excluding any amounts payable under the Lucent Loan Agreement;

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

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

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

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

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

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

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

      (vii) seventh, in or towards payment of capital costs in the amounts and
            at the times set out in the Business Plan (other than the Initial
            Business Plan) and amounts in respect of any margin payable under
            the Management Agreement in an amount not exceeding (A) US Dollars
            700,000 or its equivalent in the financial year ending 31 December
            2002 and (B) in each financial year thereafter the lesser of (Y) 50%
            of any direct costs payable under the Management Agreement and (Z)
            US Dollars 700,000 or its equivalent;

      (viii) eighth, in payment of any amounts planned to be paid by the
            Borrower in the immediately following 12 month period in respect of
            capital expenditure to the Capital Expenditure Reserve Account;

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

      (x)   tenth, in or towards any payment due and payable to the Shareholders
            (including any interest payable on any Subordinated Loans or other
            amounts payable under the Management Agreement that have not been


                                     - 70 -
<PAGE>

            paid pursuant to Clauses 23.3(d)(ii) or (vii)) in an amount not to
            exceed 50% of the Excess Cash Flow.

      (e)   The Borrower shall only be entitled to make the payments referred to
            in this Clause 23.3 out of the Proceeds and Revenue Accounts on the
            following basis:

            (i)   amounts payable pursuant to paragraphs (d)(i) to (vii) above
                  inclusive shall be paid when due; and

            (ii)  amounts payable pursuant to paragraph (d)(x) above shall only
                  be paid on satisfaction of the conditions set out in paragraph
                  (f) below.

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

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

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

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

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

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

            (vi)  if the Debt Service Cover Ratio at any Repayment Date of a
                  Euro Facility Loan is equal to or greater than 1.30.

      (g)   Upon the occurrence and during the continuance of an Event of
            Default or Potential Event of Default the Borrower authorises the
            Agents (on behalf of the Senior Creditors) to debit:

            (i)   the Proceeds and Revenue Accounts with all amounts referred to
                  in paragraph (d)(iv) above when due; and

            (ii)  if the funds in the Proceeds and Revenue Accounts are not
                  sufficient to pay any amounts set out in paragraph (d) (iv)
                  above, to debit the Debt Service Reserve Account with any such
                  amount,

            and to apply any amount so debited in payment of the relevant
            amounts.

23.4  INSURANCE PROCEEDS ACCOUNT

23.4.1 The Borrower will open a transactional account with the On Shore Security
      Agent ("INSURANCE PROCEEDS ACCOUNT") prior to the first Utilisation Date,
      such account to be pledged by the Borrower in favour of the Senior
      Creditors by entering into the Claims Assignment and Bills of Exchange
      Agreement.


                                     - 71 -
<PAGE>

23.4.2 Insurance Proceeds in an amount less than Euro 250,000 in respect of any
      single event may be withdrawn from the Insurance Proceeds Account to make
      payment in respect of the costs of repair or restoration of the Project,
      as determined by the Borrower.

23.4.3 Insurance Proceeds in an amount equal to or greater than Euro 250,000 in
      respect of any single event may be withdrawn from the Insurance Proceeds
      Account PROVIDED THAT:

      (a)   funds so withdrawn are used to make payment in respect of the costs
            of repair or restoration of the Project; and

      (b)   the Borrower has consulted with the Off Shore Facility Agent to the
            reasonable satisfaction of the Off Shore Facility Agent in respect
            of progress of the repair or restoration and the application of
            Insurance Proceeds.

23.4.4 All other Insurance Proceeds shall be applied in prepayment in accordance
      with Clause 14.5.1(b) (Mandatory prepayments).

23.4.5 Notwithstanding any other provisions of this Clause 23.4 and subject to
      Clause 23.10 (Remedies on Potential Event of Default or Event of Default)
      if:

      (a)   an Event of Default has occurred and is continuing:

            (i)   the On Shore Facility Agent shall have the right to take over
                  sole conduct of the Borrower's claims under or in connection
                  with the insurance policies of the Borrower; and

            (ii)  the On Shore Facility Agent shall be entitled to require all
                  Insurance Proceeds (including funds in the Borrower's
                  Insurance Proceeds Account) to be applied by the Borrower in
                  or towards the settlement of the Loans; and

      (b)   a Potential Event of Default has occurred and is continuing the Off
            Shore Facility Agent and the Borrower shall agree on the conduct of
            any of the Borrower's claims under or in connection with the
            insurance policies of the Borrower.

23.5  SALE PROCEEDS ACCOUNT

23.5.1 The Borrower will open a transactional account with the On Shore Security
      Agent ("SALE PROCEEDS ACCOUNT") prior to the first Utilisation Date, such
      account to be pledged by the Borrower in favour of the Senior Creditors by
      entering into the Claims Assignment and Bills of Exchange Agreement.

23.5.2 Subject to the existence of no Event of Default or Potential Event of
      Default and Clause 23.10 (Remedies on Potential Event of Default or Event
      of Default), the Borrower may:

      (a)   withdraw amounts standing to the credit of the Sale Proceeds Account
            for use in accordance with Clause 23.3(d) (Application of moneys on
            the Proceeds and Revenue Accounts):

            (i)   up to a maximum aggregate per annum of Euro 100,000 or its
                  equivalent; and

            (ii)  in respect of sale proceeds from assets which are no longer
                  required in connection with the Project; and


                                     - 72 -
<PAGE>

      (b)   except as provided in Clause 23.5.2(a), only use amounts standing to
            the credit of the Sale Proceeds Account in or towards purchases of
            replacement assets PROVIDED THAT:

            (i)   the Borrower has furnished to the Off Shore Facility Agent an
                  invoice, duly certified by the CFO and the relevant vendor, in
                  respect of the replaced asset; and

            (ii)  the Borrower purchases the replacement asset within:

                  (1)   in the case of replacements of Material Assets 180 days;
                        and

                  (2)   in all other cases 360 days,

                  of receipt of such sales proceeds.

23.5.3 Any amounts standing to the credit of the Sale Proceeds Account that are
      not used in accordance with Clause 23.5.1 (Sale Proceeds Account) shall be
      applied in prepayment in accordance with Clause 14.5.1(a) (Mandatory
      prepayments).

23.6  DEBT SERVICE ACCOUNT

23.6.1 The Borrower will open a debt service account (the "DEBT SERVICE
      ACCOUNT") with the On Shore Security Agent prior to the first Utilisation
      Date, such account to be pledged by the Borrower in favour of the Senior
      Creditors by entering into the Claims Assignment and Bills of Exchange
      Agreement.

23.6.2 The Borrower shall pay into the Debt Service Account on the last day of
      each Month pursuant to Clause 23.3(d)(iv) (Application of moneys on the
      Proceeds and Revenue Accounts) an amount equal:

      (a)   to one third of the Debt Service Payments (other than in respect of
            the SIT Facility and other than as provided in paragraph (b) below)
            due and payable in respect of that Interest Period on the next Euro
            Facility Interest Payment Date; and

      (b)   from the date falling six (6) Months prior to the first Repayment
            Date, one sixth of the Debt Service Payments (other than in respect
            of the SIT Facility and other than in respect of interest and
            amounts payable under the Hedging Agreements prior to their
            termination) due and payable on the next repayment date under the
            Euro Facility, the Sponsors Unsecured Loan Agreement and under the
            Lucent Loan Agreement.

23.6.3 Subject to Clause 23.10 (Remedies on Potential Event of Default or Event
      of Default) the Borrower shall be entitled to use the amount standing to
      the credit of the Debt Service Account on each Euro Facility Interest
      Payment Date or Repayment Date under the Euro Facility to satisfy its Debt
      Service Payment obligations to the Senior Creditors (other than the SIT
      Facility Banks), the Equipment Vendor under the Lucent Loan Agreement and
      the Sponsors under the Sponsors Unsecured Loan Agreement, in each case,
      pursuant to Clause 23.3(d)(iv) (Application of moneys on the Proceeds and
      Revenue Accounts).

23.7  CAPITAL EXPENDITURE RESERVE ACCOUNT

23.7.1 The Borrower will open a capital expenditure reserve account (the
      "CAPITAL EXPENDITURE RESERVE ACCOUNT") with the On Shore Security Agent
      prior to the first


                                     - 73 -
<PAGE>

      Utilisation Date, such account to be pledged by the Borrower in favour of
      the Senior Creditors by entering into the Claims Assignment and Bills of
      Exchange Agreement.

23.7.2 The Borrower may pay into the Capital Expenditure Reserve Account
      pursuant to Clause 23.3(d)(viii) (Application of moneys on the Proceeds
      and Revenue Accounts) amounts that the Borrower plans to pay in respect of
      capital expenditure which may be withdrawn for the payment of such capital
      expenditure and shall be withdrawn to effect prepayments, in each case at
      the times and in the manner provided for in Clause 23.3 (Application of
      moneys on the Proceeds and Revenue Accounts).

23.8  LOAN PROCEEDS ACCOUNT

23.8.1 The Borrower will open a transactional account with the On Shore Security
      Agent ("LOAN PROCEEDS ACCOUNT") prior to the first Utilisation Date, such
      account to be pledged by the Borrower in favour of the Senior Creditors by
      entering into the Claims Assignment and Bills of Exchange Agreement.

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

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

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

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

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

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

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

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

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

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

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


                                     - 74 -
<PAGE>

23.9  DEBT SERVICE RESERVE ACCOUNT

23.9.1 The Borrower will open a debt service reserve account (the "DEBT SERVICE
      RESERVE ACCOUNT") with IKB International S.A., Luxembourg prior to the
      first Utilisation Date, such account to be pledged by the Borrower in
      favour of the Senior Creditors by entering into the Debt Service Reserve
      Account Pledge Agreement.

23.9.2 The Borrower shall pay into the Debt Service Reserve Account on the last
      day of each Month (other than in respect of the first payment which shall
      be within five (5) Business Days of the first Utilisation Date) pursuant
      to Clause 23.3(d)(v) (Application of moneys on the Proceeds and Revenue
      Accounts) and Clause 23.9.4 (Debt Service Reserve Account) an amount so
      that the amount standing to the credit of the Debt Service Reserve Account
      is no less than the aggregate of all Debt Service Payments falling due
      under the Facilities, the Hedging Agreements and the Lucent Loan Agreement
      during the immediately following six Month period as determined in
      accordance with Clause 23.9.3 (Debt Service Reserve Account) (or in the
      absence of a notification from the Off Shore Facility Agent, as notified
      by the Borrower pursuant to Clause 23.9.3(b) (Debt Service Reserve
      Account) ("DSRA REQUIRED BALANCE")). In no event shall the proceeds of any
      loan be used to fund the Debt Service Reserve Account.

23.9.3

      (a)   The On Shore Facility Agent shall, not less than ten (10) Business
            Days before the first day of each Month, notify the Off Shore
            Facility Agent of the SIT equivalent amount in Euro (calculated at
            the exchange rate (middle rate) of Banka Slovenije on the date of
            calculation) which is the aggregate of all Debt Service Payments
            falling due under the SIT Facility during the immediately following
            six (6) Month period commencing from the first day of such Month.

      (b)   The Borrower shall, not less than ten (10) Business Days before the
            first day of each Month, notify the Off Shore Facility Agent of the
            amount which is the aggregate of the net amount in Euro of all Debt
            Service Payments falling due from the Borrower (or, as the case may
            be, the net amount of all amounts payable to the Borrower) under any
            Hedging Agreements, the Lucent Loan Agreement and the Facilities in
            the immediately following six (6) Month period commencing from the
            first day of such Month. The Borrower shall provide such information
            and such documents as the Off Shore Facility Agent may reasonably
            request in order to verify the amounts so stated by the Borrower.

      (c)   The Off Shore Facility Agent shall, not less than five (5) Business
            Days before the first day of each Month determine the Debt Service
            Payments under the Facilities, the Hedging Agreements and the Lucent
            Loan Agreement payable by the Borrower for the immediately following
            six (6) Month period commencing from the first day of such Month
            based on information provided to the Off Shore Facility Agent by the
            On Shore Facility Agent and the Borrower and as determined by the
            Off Shore Facility Agent and shall notify the Borrower of the amount
            of such Debt Service Payments under the Facilities, the Hedging
            Agreements and the Lucent Loan Agreement.

      (d)   Each Agent may assume:

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

                  (1)   interest will accrue for the following six (6) Month
                        period o under the relevant Facility and the Lucent Loan
                        Agreement on


                                     - 75 -
<PAGE>

                        principal outstanding at the rate of interest which
                        applies on the relevant date of calculation (including
                        the Applicable Margin thereunder at such time);

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

                  (3)   any outstanding SIT Facility Loans on the relevant date
                        of calculation will be refinanced with SIT Facility
                        Rollover Loans;

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

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

                  (2)   any outstanding SIT Facility Loans on the relevant date
                        of calculation will be refinanced with SIT Facility
                        Rollover Loans.

23.9.4 If following the application of proceeds standing to the credit of the
      Proceeds and Revenue Accounts in accordance with Clause 23.3(d)
      (Application of moneys on the Proceeds and Revenue Accounts) and Clause
      23.9.1 (Debt Service Reserve Account) the DSRA-Required Balance is not
      achieved the Borrower shall request the Sponsors to make Sponsor
      Contributions in accordance with clause 3.3 (Contingent Equity) of the
      Sponsors' and Shareholders' Undertaking and Completion Guarantee to ensure
      that the amount standing to the credit of the Debt Service Reserve Account
      is no less than the DSRA-Required Balance.

23.9.5 The Off Shore Facility Agent is entitled to set off the credit balance in
      the Debt Service Reserve Account against any obligations of the Borrower
      due and payable under the Finance Documents to the Senior Creditors if the
      Borrower fails in a timely manner to perform such obligations.

23.9.6 Upon any debit to the Debt Service Reserve Account, the Borrower is
      obliged to replenish the Debt Service Reserve Account up to the
      DSRA-Required Balance as soon as possible with moneys from the Proceeds
      and Revenue Accounts subject to the provisions contained in Clause 23.3(d)
      (Application of moneys on the Proceeds and Revenue Accounts). Provided
      that if no Potential Event of Default or Event of Default has occurred and
      is continuing, any amount standing to the credit of the Debt Service
      Reserve Account in excess of the DSRA-Required Balance shall be paid into
      a Proceeds and Revenue Account by the Off Shore Security Agent upon
      receipt of a written request from the Borrower.

23.10 REMEDIES ON POTENTIAL EVENT OF DEFAULT OR EVENT OF DEFAULT

      Without prejudice to any other rights under the Finance Documents
      available to the Senior Creditors, upon the occurrence and during the
      continuance of an Event of


                                     - 76 -
<PAGE>

      Default or Potential Event of Default the Off Shore Facility Agent may
      require the Borrower to transfer amounts standing to the credit of the
      Insurance Proceeds Account, Loan Proceeds Account, Sale Proceeds Account,
      the Debt Service Account and/or the Capital Expenditure Reserve account to
      a different account, set up by the Off Shore Security Agent, in the name
      of or held on behalf of the Borrower and for such purpose may request the
      On Shore Facility Agent to make such payment. The Borrower hereby
      authorises the On Shore Facility Agent (without an obligation to make
      further inquiry) to pay such amounts to the Off Shore Security Agent upon
      receipt of request by the Off Shore Facility Agent hereunder. Such account
      shall be secured in favour of the Senior Creditors and the Senior
      Creditors shall be entitled upon the occurrence and during the continuance
      of an Event of Default to set off the amounts standing to the credit of
      the new account against amounts owing to the Senior Creditors under the
      Finance Documents.

24.   GENERAL UNDERTAKINGS

      The undertakings in this Clause 24 remain in force from the date of this
      Agreement for so long as any amount is outstanding under the Finance
      Documents or any Commitment is in force.

24.1  MAINTENANCE OF LEGAL VALIDITY

      The Borrower shall:

      (a)   do all that is necessary to maintain its existence as a legal
            person; and

      (b)   promptly apply for and obtain, comply with and do all that is
            necessary to maintain in full force and effect any Authorisation
            required under any law or regulation of Slovenia to enable it to
            perform its obligations under the Transaction Documents and to
            ensure the legality, validity, enforceability or admissibility in
            evidence in its jurisdiction of incorporation of any Transaction
            Document in each case, except (other than in respect of the Security
            Documents) where failure to do so would not reasonably be expected
            to have a Material Adverse Effect.

24.2  AUTHORISATIONS TO CONDUCT BUSINESS

      The Borrower shall promptly:

      (a)   apply for and obtain, comply with and do all that is necessary to
            maintain in full force and effect and supply certified copies to the
            Agent of the Licence and all Authorisations required under any law
            or regulation of each jurisdiction in which it conducts its business
            to enable it to carry on its business as it is then being conducted;
            and

      (b)   report this Agreement to (and in any event within ten (10) Business
            Days from the date hereof), and report on the transactions
            undertaken in respect of the Debt Service Reserve Account and any
            other offshore bank accounts of the Borrower to and at the times
            required by, Banka Slovenije.

24.3  COMPLIANCE WITH LAWS

      The Borrower shall comply in all respects with all laws and regulations to
      which it may be subject, if failure so to comply would materially impair
      its ability to perform its obligations under the Material Contracts and
      shall perform and observe in all material respects its obligations under
      the Material Contracts.


                                     - 77 -
<PAGE>

24.4  COMPLIANCE WITH BUSINESS PLAN

      The Borrower shall carry out the Project substantially in accordance with
      the Business Plan and shall promptly notify and consult with the Off Shore
      Facility Agent as soon as it becomes aware of any increases of 20% or more
      in the annual operating and/or capital expenditures contemplated in the
      Business Plan.

24.5  NETWORK

      The Borrower shall maintain, preserve, repair or replace its assets and
      subject to the terms of Clause 24.26 (New contracts) enter into such
      contracts as are, in each case, necessary to construct, install, test,
      maintain, develop and operate the Network in accordance with prudent
      industry practice.

24.6  INSURANCE

      The Borrower shall give effect to the insurance requirements set out in
      Schedule 11 (Insurance).

24.7  FINANCIAL SYSTEMS AND AUDITORS

      The Borrower shall maintain adequate billing, cash collection, accounting,
      management information and cost control systems and software and maintain
      the appointment of an independent and reputable firm of auditors
      acceptable to the Off Shore Facility Agent (acting reasonably).

24.8  UNTRUE REPRESENTATIONS

      The Borrower shall after the delivery of any Utilisation Request and
      before the making of a Loan or the issue of a SIT Facility Guarantee or LC
      as the case may be, requested therein, notify the Off Shore Facility Agent
      of the occurrence of any event which results in or may reasonably be
      expected to result in the Repeated Representations (or in the case of the
      first Utilisation of the Facilities the representations contained in
      Clause 20.1 (Representations)) being untrue at or before the time of the
      making of such Loan or SIT Facility Guarantee or LC, as the case may be.

24.9  SPONSOR AND SHAREHOLDER SUPPORT

      The Borrower shall request from the Sponsors such technical and managerial
      assistance as and when required to enable the Borrower to undertake
      technical design of the Network and implement and operate the Network and
      shall request the Sponsors to provide trained seconded staff in accordance
      with the assumptions in the Initial Business Plan at the times and in the
      numbers set out therein and the Borrower shall request all such financial
      support from the Sponsors as provided in the Sponsors' and Shareholders'
      Undertaking and Completion Guarantee.

24.10 TAXES

      The Borrower shall duly and punctually pay and discharge:

      (a)   all Taxes imposed upon it or its assets within the time period
            allowed therefor without imposing penalties in excess of Euro 15,000
            or its equivalent and without resulting in an encumbrance having
            priority to the Banks or any Security purported to be granted by or
            created pursuant to the Security Documents (save to the extent
            payment thereof is being contested in good faith by the Borrower,
            appropriate reserves have been made by the Borrower, and where
            payment thereof can lawfully be withheld and would not result in an
            encumbrance having priority to the Security created or evidenced by
            the Security Documents); and

      (b)   all lawful claims which, if unpaid, would by law become encumbrances
            upon its assets.


                                     - 78 -
<PAGE>

24.11 SECURITY PRESERVATION

      The Borrower shall at its own expense, take all such action at the times
      and in the manner specified as conditions subsequent to the making of any
      Loans under this Agreement set out in Schedule 9 (Security Documents -
      Conditions Precedent and Conditions Subsequent) and as the Security Agents
      may reasonably require for the purpose of perfecting or protecting the
      Banks' rights under and preserving the security interests intended to be
      created by any of the Security Documents and shall grant and perfect such
      additional Security over Material Assets as the Off Shore Security Agent
      may require.

24.12 INSPECTION RIGHTS

      (a)   The Borrower shall permit the Agents and the Security Agents or any
            of their representatives, advisers or agents to, without
            unreasonably disrupting the Borrower's normal course of business,
            inspect its place of business and its books and records during
            normal business hours and upon ten (10) days prior notice and shall
            permit and authorise the Agents and Security Agents to directly
            contact and address questions to the auditors of the Borrower in the
            presence of representatives of the Borrower.

      (b)   The Borrower shall permit the Off Shore Facility Agent and the
            Independent Technical Consultant full access, during normal business
            hours and upon five (5) Business Days' prior notice, to the Network
            and all data and information relating thereto to enable the Off
            Shore Facility Agent and the Banks to check the Borrower's
            compliance with the terms of this Agreement PROVIDED THAT such
            access does not unreasonably disrupt the Borrower's normal course of
            business.

      (c)   The Borrower shall request counterparties to the Project Contracts
            to permit the Agents and the Security Agents or any of their
            representatives, advisors or agents to make appropriate inspections
            on the basis set out in paragraph (a) above.

24.13 PAYMENTS TO THE BORROWER

      The Borrower shall ensure that all monies received by it are paid into the
      Proceeds and Revenue Accounts.

24.14 NOTIFICATION OF DEFAULTS

      The Borrower shall promptly inform the Off Shore Facility Agent of the
      occurrence of any default under any Material Contract (howsoever called)
      upon becoming aware of it and, upon receipt of a written request to that
      effect from the Off Shore Facility Agent, confirm to the Off Shore
      Facility Agent that, save as previously notified to the Off Shore Facility
      Agent or as notified in such confirmation, no default under any Material
      Contract (howsoever called) has occurred.

24.15 CLAIMS PARI PASSU

      The Borrower shall ensure that at all times the claims of the Finance
      Parties against it under the Finance Documents rank at least pari passu
      with the claims of all its other unsecured and unsubordinated creditors
      save those whose claims are preferred by any bankruptcy, composition,
      insolvency, liquidation, reorganisation, moratorium or other similar laws
      of general application.

24.16 ENVIRONMENTAL COMPLIANCE

      The Borrower shall in all material respects:

      (a)   comply with all Environmental Laws; and


                                     - 79 -
<PAGE>

      (b)   obtain and maintain any Environmental Permits required in connection
            with its business and take all reasonable steps in anticipation of
            known or expected future changes to or obligations under the same.

24.17 ENVIRONMENTAL CLAIMS

      The Borrower shall inform the Off Shore Facility Agent in writing as soon
      as reasonably practicable upon becoming aware of the same:

      (a)   if any Environmental Claim has been commenced or (to the best of the
            Borrower's knowledge and belief) is threatened against the Borrower,
            or

      (b)   of any facts or circumstances which will or are reasonably likely to
            result in any Environmental Claim being commenced or threatened
            against the Borrower.

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

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

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

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

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

      (b)   The Borrower shall validly register at the competent Slovenian land
            registry its rights of use and/or of entry against the respective
            owner obtained according to any real estate site lease upon which
            Material Assets subject to the Asset and Licence Pledge and Lease
            Contracts Assignment Agreement are situated within nine (9) Months
            from the date of this Agreement.

      (c)   The Borrower shall obtain the consent of each of the owners of the
            land the subject of the lease agreements which are the subject of
            the Lease Agreement Assignments within nine (9) Months from the date
            of this Agreement.

24.19 NEGATIVE PLEDGE

      The Borrower shall not:

      (a)   create or permit to subsist any Security over any of its assets.

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

            (ii)  sell, transfer or otherwise dispose of any of its receivables
                  on recourse terms;

            (iii) enter into any arrangement under which money or the benefit of
                  a bank or other account may be applied, set-off or made
                  subject to a combination of accounts; or

            (iv)  enter into any other preferential arrangement having a similar
                  effect to the arrangements set out in paragraphs (i) to (iii)
                  above,

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


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<PAGE>

      (c)   Paragraphs (a) and (b) above do not apply to Permitted Encumbrances.

24.20 DISPOSAL

      (a)   The Borrower shall not enter into a single transaction or a series
            of transactions (whether related or not) and whether voluntary or
            involuntary to sell, lease, transfer to a third party or otherwise
            dispose of any asset or remove any Material Asset which is subject
            to the Asset and Licence Pledge and Lease Contracts Assignment
            Agreement from its original site without the prior written consent
            of the Off Shore Facility Agent (such consent not to be unreasonably
            withheld or delayed).

      (b)   Paragraph (a) above does not apply to Permitted Asset Sales PROVIDED
            THAT the proceeds of such sales are applied in accordance with
            Clause 23.5 (Sale Proceeds Account).

24.21 ARM'S LENGTH TERMS

      The Borrower shall not incur any liability to or enter into any contract
      with or for the benefit of any Sponsor or any of its Affiliates, (other
      than in relation to Subordinated Loans and the Management Agreement)
      otherwise than on terms no less favourable to the Borrower than arm's
      length terms in the ordinary course of business.

24.22 BANK ACCOUNTS

      The Borrower shall not open any bank accounts except:

      (a)   as provided in this Agreement;

      (b)   Permitted Accounts; or

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

      PROVIDED THAT in each case such accounts are secured to the satisfaction
      of the Off Shore Facility Agent.

24.23 MERGER

      The Borrower shall not enter into any amalgamation, demerger, merger or
      corporate reconstruction without the consent of the Off Shore Facility
      Agent (in the case of a corporate reconstruction not to be unreasonably
      withheld or delayed).

24.24 LOANS AND GUARANTEES

      The Borrower shall not make or permit to subsist any loans, grant or
      permit to subsist any credit or give any guarantee or indemnity (except as
      required under any of the Finance Documents) to or for the benefit of any
      person or otherwise voluntarily assume any liability, whether actual or
      contingent, in respect of any obligation of any other person other than:

      (a)   with the prior written consent of the Off Shore Facility Agent;

      (b)   advances to or guarantees in respect of employees, in accordance
            with prudent industry practice, not to exceed in aggregate Euro
            500,000 or its equivalent at any one time; or

      (c)   trade credit to unrelated parties in the ordinary course of business
            of the Borrower PROVIDED THAT such trade credit is payable within 90
            days.


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<PAGE>

24.25 CHANGE OF BUSINESS

      The Borrower shall not make any material changes to the general nature of
      its business as carried on at the date hereof, or carry on any other
      business other than those defined in the Business Plan without the prior
      written consent of the Banks (such consent not to be unreasonably withheld
      or delayed).

24.26 NEW CONTRACTS

      The Borrower shall not without the prior written consent of the Off Shore
      Facility Agent enter into any Project Contract and/or Material Contract
      which could reasonably be expected to cause the Borrower to exceed its
      approved obligations as set out in the Business Plan. The Borrower shall
      promptly send a copy of all Material Contracts it enters into to the Off
      Shore Facility Agent.

24.27 AMENDMENTS

      The Borrower shall not terminate or consent to any modification,
      substitution or amendment of:

      (a)   any Material Contract without the prior written consent of the Off
            Shore Facility Agent (acting on the instructions of the Majority
            Banks) which, in the case of the documents referred to in Clause
            24.27(a)(iii), shall not be unreasonably withheld PROVIDED THAT
            (other than in respect of a Finance Document) no such consent shall
            be required if:

            (i)   such modification, substitution or amendment relates to the
                  same subject matter (and in the case of substitution such
                  Material Contract is substituted by another contract) and does
                  not result in:

                  (1)   an increase in the obligations of the Borrower; and

                  (2)   a deterioration of the rights of the Borrower;

            (ii)  any Material Contract expires in accordance with its terms; or

            (iii) **CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT**

      (b)   any other Authorisation or other agreement where such amendment
            would materially adversely affect the Borrower's business or
            financial condition or on the ability of the Borrower to comply with
            its obligations hereunder.

24.28 APPLICATION OF UTILISATIONS

      The Borrower shall not use the Facilities other than in or towards the
      purposes described in Clause 3 (Purpose).

24.29 APPLICATION OF MONEYS ON PROCEEDS AND REVENUE ACCOUNTS

      The Borrower shall not make any distribution, dividend or payment
      (including under any Subordinated Loan) other than in accordance with
      Clause 23.3(d)(x) (Application of moneys on the Proceeds and Revenue
      Accounts).

24.30 SUBSIDIARIES

      Except as provided in Clause 24.33 (UMTS and other licences), the Borrower
      shall not create any Subsidiary or permit to exist any interest in any
      person (whether by shareholding, joint venture, partnership, whether any
      income or profits are, or would be, shared or transferred with any other
      party or otherwise) without the prior written consent of the Banks (such
      consent not be unreasonably withheld or delayed) and the


                                     - 82 -
<PAGE>

      Borrower shall not dispose of, or liquidate, or do or permit to occur any
      of the corporate actions referred to in Clause 24.23 (Merger) in relation
      to any Subsidiary or interest in a person without the prior written
      consent of the Banks (such consent not to be unreasonably withheld or
      delayed).

24.31 INDEBTEDNESS

      The Borrower shall not create, assume, incur or otherwise permit to be
      outstanding any indebtedness for borrowed money (including Financial
      Indebtedness) other than:

      (a)   indebtedness for borrowed money under the Finance Documents;

      (b)   indebtedness for borrowed money under the Sponsors Unsecured Loan
            Agreement;

      (c)   indebtedness for borrowed money under the Existing WWIC Loan
            Agreement up to an aggregate principal amount of US Dollars
            25,000,000 or its equivalent PROVIDED THAT such indebtedness is
            converted to Sponsor Contributions and Sponsors Unsecured Loans in
            accordance with Schedule 6 and the amount remaining is repaid in
            accordance with Clause 23.8 (Loan Proceeds Account);

      (d)   indebtedness for borrowed money to any of the Shareholders or
            Sponsors PROVIDED THAT such indebtedness for borrowed money is made
            by way of Subordinated Loan;

      (e)   indebtedness for borrowed money other than under paragraphs (a) or
            (b) above which does not exceed Euro 1,000,000 in aggregate at any
            time other than Subordinated Loans; and

      (f)   indebtedness incurred with the prior written consent of the Off
            Shore Facility Agent (acting on the instructions of the Majority
            Banks) (together "PERMITTED INDEBTEDNESS").

24.32 CAPITAL

      The Borrower shall not decrease, buy-back or redeem its Share Capital or
      the rights or obligations applicable in respect of any Share or increase
      or alter its Share Capital unless Security in respect thereof is granted
      to the Senior Creditors.

24.33 UMTS AND OTHER LICENCES

      (a)   The Borrower shall not, without the prior written consent of the
            Banks, engage in any UMTS Activities or other telecommunication
            service activities other than under the Licence.

      (b)   Paragraph (a) above does not apply if all of the following
            conditions are satisfied and evidence of compliance with such
            conditions (in form and substance satisfactory to the Off Shore
            Facility Agent (acting reasonably) is provided to the Off Shore
            Facility Agent:

            (i)   the purchase of any UMTS licence is carried out by a
                  subsidiary of the Borrower the legal and economic interests in
                  which are owned and controlled as to at least 50.1% by the
                  Borrower (the "UMTS SUBSIDIARY") and pledged to the Senior
                  Creditors;

            (ii)  any contributions (whether by the purchase of shares, making
                  of loans or otherwise) made by the Borrower to the UMTS
                  Subsidiary shall only be permitted if such contributions are
                  made by the Sponsors or Shareholders making Sponsor
                  Contributions to the Borrower (in


                                     - 83 -
<PAGE>

                  addition to any payment obligations the Sponsors or
                  Shareholders have pursuant to the Sponsors' and Shareholders'
                  Undertaking and Completion Guarantee) as Equity Contributions
                  or Subordinated Loans to enable the Borrower to make such
                  contributions;

            (iii) at the time of making such contributions to the UMTS
                  Subsidiary the Borrower has met all of its payment
                  obligations, when due, in accordance with Clause 23.3(d)(i) to
                  (vii) (Application of moneys on the Proceeds and Revenue
                  Accounts);

            (iv)  in no event shall the UMTS Subsidiary exploit or operate under
                  any UMTS licence without the prior written consent of the
                  Banks who shall be entitled to withhold such consent if, in
                  such Banks' reasonable opinion, the Borrower would be unlikely
                  to perform its obligations under the Finance Documents
                  PROVIDED THAT if such consent is not provided by the Banks
                  such UMTS licence may be sold by the UMTS Subsidiary on a
                  commercial arm's length basis and the proceeds thereof may,
                  provided no Event of Default has occurred and is continuing,
                  be paid by the Borrower to the Sponsors notwithstanding the
                  provisions of Clause 23.3 (Application of moneys on the
                  Proceeds and Revenue Accounts); and

            (v)   the shares or interests owned or held in the UMTS Subsidiary
                  by any party (other than the Borrower) do not contain or are
                  subject to terms that are more favourable to that party than
                  the Borrower or conditions that are less onerous than those to
                  which the Borrower is subject.

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

24.34 HEDGING

      (a)   The Borrower shall maintain interest rate hedging in accordance with
            the Hedging Letter.

      (b)   The Borrower may hedge its interest rate exposure under this
            Agreement with a Bank and any indebtedness arising under any Hedging
            Agreement with such Bank shall be secured by the Security Documents
            pari passu with indebtedness arising pursuant to this Agreement.

24.35 TREASURY TRANSACTIONS

      The Borrower shall not enter into any swap, cap, ceiling, floor, collar,
      option, futures transaction, forward rate agreement, foreign exchange
      transaction or other treasury or derivative transaction or any similar
      instrument other than in accordance with Clause 24.34 (Hedging).

24.36 PROHIBITED PAYMENTS

      The Borrower will not and will ensure that its officers, directors,
      employees and agents acting on its behalf will not offer, give, insist on,
      receive or solicit any illegal payment or advantage to influence the
      action of any person in connection with the Project.

24.37 LICENCE ASSIGNMENT AGREEMENT

      The Borrower will in accordance with instructions reasonably given by the
      Off Shore Facility Agent use reasonable efforts to seek the consent of the
      Government to the


                                     - 84 -
<PAGE>

      assignment of the rights of the Borrower under the Licence pursuant to the
      Licence Assignment Agreement.

24.38 BILLS OF EXCHANGE AND SECURITY DEPOSITS

      The Borrower may issue bills of exchange or security deposits to third
      parties in respect of Permitted Indebtedness provided that:

      (a)   the liability secured by any Security including any bills of
            exchange and by any security deposit shall not exceed in aggregate
            Euro 1,000,000 or its equivalent; and

      (b)   in the case of bills of exchange issued after the date of this
            Agreement, such bills of exchange are in the form set forth in
            Schedule 16 ("PERMITTED BILL OF EXCHANGE") and expressly state the
            liability of the Borrower to such third parties.

25.   EVENTS OF DEFAULT

25.1  Each of the events or circumstances set out in this Clause 25.1 is an
      Event of Default.

25.1.1 NON-PAYMENT

      The Borrower does not pay on the due date any amount payable pursuant to a
      Finance Document at the place at and in the currency in which it is
      expressed to be payable unless payment is made within five (5) Business
      Days of its due date.

25.1.2 FINANCIAL COVENANTS AND NETWORK MILESTONES

      (a)   At any time any of the requirements of Clause 22 (Financial
            covenants and network milestones) is not satisfied.

      (b)   No Event of Default under paragraph (a) above will occur if failure
            to satisfy such requirement, if capable of remedy, is remedied
            within 30 Business Days (or, if and to the extent that any greater
            grace period applies under clause 2.3 (Failure of Milestone
            completion) of the Sponsors' and Shareholders' Undertaking and
            Completion Guarantee, within such grace period),

            PROVIDED THAT in the event that any of the requirements of Clause 22
            (Financial covenants and network milestones) (other than Clauses
            22.2(a) and (b)) is not satisfied, then within five (5) Business
            Days of delivery of the Covenant Compliance Certificate, the
            Shareholders may, in addition to the Sponsors' obligations under the
            Sponsors' and Shareholders' Undertaking and Completion Guarantee,
            cure such failure to satisfy any such requirement by making
            Subordinated Loans and/or Equity Contributions to the Borrower which
            Subordinated Loans and/or Equity Contributions shall be treated as
            (i) having been contributed on the last day of the relevant Quarter
            and (ii) additional capital or revenues of the Borrower.

25.1.3 OBLIGATIONS

      (a)   The Borrower fails duly to perform or comply:

            (i)   with any of its obligations under the Security Documents;

            (ii)  in any respect with its obligations under the Finance
                  Documents that are stated to be subject to any materiality or
                  Material Adverse Effect qualification or in any material
                  respect with its other obligations under the Finance
                  Documents; or


                                     - 85 -
<PAGE>

            (iii) with any payment obligation in respect of which a bill of
                  exchange has been issued or security deposit given and such
                  bill of exchange is presented for payment or such security
                  deposit is retained or set off.

      (b)   No Event of Default under paragraph (a) above will occur if failure
            to comply is capable of remedy and is remedied within ten (10)
            Business Days.

25.1.4 BREACH OF MATERIAL CONTRACTS

      (a)   Any Material Contract is modified or amended without the consent of
            the Off Shore Facility Agent or materially breached (other than a
            breach by a Finance Party of its obligations under the Finance
            Documents).

      (b)   Any Material Contract is cancelled, revoked or terminated prior to
            the end of its term without the consent of the Off Shore Facility
            Agent.

      (c)   No Event of Default under paragraph (a) above will occur if the
            relevant breach is capable of remedy and is remedied within any
            grace period applicable under such Material Contract.

      (d)   No Event of Default under paragraph (a) or (b) above will occur if
            such Material Contract is permitted to be modified, amended,
            substituted, terminated or expire in accordance with the terms of
            Clause 24.27(a) (Amendments).

25.1.5 MISREPRESENTATION

      Any representation or statement made or deemed to be made by the Borrower
      in the Finance Documents or in any notice or other document or certificate
      delivered by or on behalf of the Borrower under or in connection with any
      Finance Document is or proves to have been incorrect or misleading in any
      material respect when made or deemed to be made.

25.1.6 CROSS DEFAULT/FINANCIAL INDEBTEDNESS

      (a)   Any Financial Indebtedness of the Borrower or any of the Sponsors is
            not paid when due nor within any original applicable grace period.

      (b)   Any Financial Indebtedness of the Borrower or any of the Sponsors is
            declared to be or otherwise becomes due and payable prior to its
            specified maturity as a result of an event of default (however
            described).

      (c)   Any commitment for any Financial Indebtedness of the Borrower or any
            of the Sponsors is cancelled or suspended by a creditor of the
            Borrower or any of the Sponsors as a result of an event of default
            (however described).

      (d)   Any creditor of the Borrower or any of the Sponsors becomes entitled
            to declare any Financial Indebtedness of the Borrower or any of the
            Sponsors due and payable prior to its specified maturity as a result
            of an event of default (however described).

      No Event of Default will occur under this Clause 25.1.6 if the aggregate
      amount of Financial Indebtedness or commitment for Financial Indebtedness
      falling within paragraphs (a) to (d) above is less than Euro 100,000 in
      the case of the Borrower and Euro 500,000 in the case of each Sponsor (or
      its equivalent in any other currency or currencies (which, in the case of
      SIT, shall be calculated at the exchange rate (middle rate) of Banka
      Slovenije on the calculation date)).


                                     - 86 -
<PAGE>

25.1.7 AUTHORISATIONS

      The Borrower fails to comply with the terms and conditions of the Licence
      and/or any Authorisation necessary for the Borrower's business where
      (except in the case of the Licence) such failure to comply with the terms
      and conditions of such Authorisation would have a Material Adverse Effect
      or the Licence and/or such Authorisation is revoked or suspended where
      (except in the case of the Licence) such revocation or suspension of such
      Authorisation would have a Material Adverse Effect.

25.1.8 INSOLVENCY

      (a)   The Borrower or any of the Sponsors (together the "DEBTORS") is
            unable or admits inability to pay its debts as they fall due,
            suspends making payments on any of its debts or, by reason of actual
            or anticipated financial difficulties, commences negotiations with
            one or more of its creditors with a view to rescheduling any of its
            indebtedness.

      (b)   Under the laws of the jurisdiction to which the Debtor is subject,
            the Debtor is deemed to be insolvent or capable of being wound-up.

      (c)   A moratorium is declared in respect of any indebtedness of any
            Debtor.

25.1.9 INSOLVENCY PROCEEDINGS

      Any corporate action, legal proceedings or other procedure or step is
      taken in relation to:

      (a)   the suspension of payments, a moratorium of any indebtedness,
            winding-up, dissolution, administration or reorganisation (by way of
            voluntary arrangement, scheme of arrangement or otherwise) of the
            Borrower;

      (b)   a composition, assignment or arrangement with any creditor (other
            than any arrangement made in the ordinary course of business) of the
            Borrower;

      (c)   the appointment of a liquidator, receiver, administrator,
            administrative receiver, compulsory manager or other similar officer
            in respect of the Borrower or any of its assets; or

      (d)   enforcement of any Security (other than Permitted Encumbrances) over
            any assets of the Borrower,

      or any analogous procedure or step is taken in any jurisdiction PROVIDED
      THAT no Event of Default will occur under this Clause 25.1.9 if any such
      event is, in the reasonable opinion of the Majority Banks, frivolous or
      vexatious or dismissed or discharged (if capable of being dismissed or
      discharged) within 20 days from the commencement of such event.

25.1.10 LITIGATION

      Any litigation, arbitration, administrative proceedings or governmental or
      regulatory investigations, proceedings or disputes are commenced or
      threatened against the Borrower or its respective assets or revenues or
      there are any circumstances likely to give rise to any such litigation,
      arbitration, administrative proceedings or governmental or regulatory
      investigations, proceedings or disputes where it would be reasonably
      likely to be adversely determined and have a Material Adverse Effect.

25.1.11 OWNERSHIP OF THE BORROWER

      Western Wireless International Corporation holds less than 80% of the
      Shares, directly or indirectly, without the prior written consent of the
      Off Shore Facility Agent (acting on the instructions of the Majority
      Banks).


                                     - 87 -
<PAGE>

25.1.12 ILLEGALITY

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

25.1.13 SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE

      Any breach by a Sponsor or Shareholder of clauses 2 (Completion guarantee)
      to 11 (No subrogation) of the Sponsors' and Shareholders' Undertaking and
      Completion Guarantee or any other breach that is likely to result in a
      Material Adverse Effect or at any time it is or becomes unlawful for a
      Sponsor or Shareholder to perform or comply with its material obligations
      thereunder or any of the material obligations of any of the Sponsors or
      Shareholders thereunder are not or cease to be legal, valid and binding.

25.1.14 SECURITY

      From and after the date required under this Agreement, any Security
      Document is not in full force and effect or does not create in favour of
      the parties thereto or the Security Agent for the benefit of the Secured
      Creditors the Security which it is expressed to create with the ranking
      and priority it is expressed to have.

25.1.15 GOVERNMENTAL INTERVENTION

      By or under the authority of any government, (a) the management of the
      Borrower is wholly or partially displaced or the authority of the Borrower
      in the conduct of its business is wholly or partially curtailed in any
      material respect or (b) all or a majority of the issued Shares or the
      whole or any part (the book value of which is five per cent. or more of
      the book value of the whole) of revenues or assets of the Borrower is
      seized, nationalised, expropriated or compulsorily acquired.

25.1.16 REPUDIATION

      The Borrower repudiates a Material Contract or evidences an intention to
      repudiate a Material Contract (otherwise than as permitted under Clause
      24.27 (Amendments).

25.1.17 MATERIAL ADVERSE EFFECT

      Any event or series of events which have or could reasonably be expected
      to have a Material Adverse Effect.

25.1.18 COMPETITION

      Western Wireless Corporation or any of its Affiliates participates in any
      way in any telecommunication system in Slovenia except the Project or as
      provided and in accordance with the terms and conditions set out in Clause
      24.33 (UMTS and other licences) or any of the conditions set out in Clause
      24.33 (UMTS and other licences) do not remain satisfied.

25.2  ACCELERATION

      On and at any time after the occurrence and during the continuance of an
      Event of Default the Off Shore Facility Agent may, and shall if so
      directed by the Majority Banks, by notice to the Borrower:

      (a)   cancel the Total Commitments whereupon they shall immediately be
            cancelled;

      (b)   declare that all or part of the Loans, together with accrued
            interest, and all other amounts accrued or outstanding under the
            Finance Documents (other than the Lucent Loan Agreement and Sponsors
            Unsecured Loan Agreement) be immediately due and payable, whereupon
            they shall become immediately due and payable;


                                     - 88 -
<PAGE>

      (c)   declare that all or part of the Loans be payable on demand,
            whereupon they shall immediately become payable on demand by the
            Agent on the instructions of the Majority Banks; and/or

      (d)   require the Borrower to procure that the Issuing Bank's actual or
            contingent obligations in relation to each SIT Facility Guarantee or
            LC are cancelled or discharged in full or provide 100% cash cover to
            the satisfaction of the Issuing Bank and the SIT Facility Banks
            together with an authorisation from the Borrower (in form and
            substance satisfactory to the Issuing Bank) to the Issuing Bank
            permitting such cash cover to be set off against any liability of
            the Issuing Bank and the SIT Facility Banks under such SIT Facility
            Guarantee or LC.


                                     - 89 -
<PAGE>

                                   SECTION 10
                               CHANGES TO PARTIES

26.   CHANGES TO THE PARTIES

26.1  ASSIGNMENTS AND TRANSFERS BY THE BANKS

      Subject to this Clause 26, a Bank (the "EXISTING BANK") may:

      (a)   assign any of its claims against the Borrower in a minimum amount
            of, in the case of a Euro Facility Bank, Euro 5,000,000, or in the
            case of a SIT Facility Bank, SIT 600,000,000 provided that if a Bank
            has as its only remaining claim against the Borrower a claim in an
            amount which is less than the relevant amounts set out herein, it
            may assign such lesser amount; or

      (b)   transfer any of its rights and obligations,

      to another bank or financial institution or to a trust, fund or other
      entity which is regularly engaged in or established for the purpose of
      making, purchasing or investing in loans, securities or other financial
      assets (the "NEW BANK").

26.2  CONDITIONS OF ASSIGNMENT OR TRANSFER

      (a)   The consent of the Borrower, the Off Shore Facility Agent and, in
            the case of an assignment or transfer by a SIT Facility Bank, the On
            Shore Facility Agent is required for an assignment or transfer by a
            Bank, unless the assignment or transfer is to another Bank or an
            Affiliate of a Bank or if an Event of Default has occurred and is
            continuing on the Transfer Date.

      (b)   The consent of the Borrower to an assignment or transfer must not be
            unreasonably withheld or delayed. The Borrower will be deemed to
            have given its consent five (5) Business Days after the Borrower has
            received the Bank's written request for such consent unless consent
            is expressly refused by the Borrower within that time.

      (c)   An assignment will only be effective on receipt by the Agent of
            written confirmation from the New Bank (in form and substance
            satisfactory to the Agent) that the New Bank will assume the same
            obligations to the other Finance Parties as it would be under if it
            were an Existing Bank.

      (d)   A transfer will only be effective if the procedure set out in Clause
            26.5 (Procedure for transfer) is complied with.

      (e)   If:

            (i)   a Bank assigns or transfers any of its rights or obligations
                  under the Material Contracts or changes its Facility Office;
                  and

            (ii)  as a result of circumstances existing at the date the
                  assignment, transfer or change occurs, the Borrower would be
                  obliged to make a payment to the New Bank or Bank acting
                  through its new Facility Office under Clause 15 (Tax gross-up
                  and indemnities) or Clause 16 (Increased Costs),

            then the New Bank or Bank acting through its new Facility Office is
            only entitled to receive payment under those Clauses to the same
            extent as the Existing Bank or Bank acting through its previous
            Facility Office would have been if the assignment, transfer or
            change had not occurred.


                                     - 90 -
<PAGE>

26.3  ASSIGNMENT OR TRANSFER FEE

      The New Bank shall, on the date upon which an assignment or transfer takes
      effect, pay to the Agent (for its own account) a fee of Euro 1,000.

26.4  LIMITATION OF RESPONSIBILITY OF EXISTING BANKS

      (a)   Unless expressly agreed to the contrary, an Existing Bank makes no
            representation or warranty and assumes no responsibility to a New
            Bank for:

            (i)   the legality, validity, effectiveness, adequacy or
                  enforceability of the Transaction Documents or any other
                  documents;

            (ii)  the financial condition of the Borrower;

            (iii) the performance and observance by the Borrower of its
                  obligations under the Transaction Documents or any other
                  documents; or

            (iv)  the accuracy of any statements (whether written or oral) made
                  in or in connection with any Transaction Document or any other
                  document,

            and any representations or warranties implied by law are excluded to
            the broadest extent legally permissible.

      (b)   Each New Bank confirms to the Existing Bank and the other Finance
            Parties that it:

            (i)   has made (and shall continue to make) its own independent
                  investigation and assessment of the financial condition and
                  affairs of the Borrower and its related entities in connection
                  with its participation in this Agreement and has not relied
                  exclusively on any information provided to it by the Existing
                  Bank in connection with any Transaction Document; and

            (ii)  will continue to make its own independent appraisal of the
                  creditworthiness of the Borrower and its related entities
                  whilst any amount is or may be outstanding under the
                  Transaction Documents or any Commitment is in force.

      (c)   Nothing in any Transaction Document obliges an Existing Bank to:

            (i)   accept a re-transfer from a New Bank of any of the rights and
                  obligations assigned or transferred under this Clause 26; or

            (ii)  support any losses directly or indirectly incurred by the New
                  Bank by reason of the non-performance by the Borrower of its
                  obligations under the Transaction Documents or otherwise.

26.5  PROCEDURE FOR TRANSFER

      (a)   Subject to the conditions set out in Clause 26.2 (Conditions of
            assignment or transfer) a transfer is effected in accordance with
            paragraph (b) below when the Agent executes an otherwise duly
            completed Transfer Certificate delivered to it by the Existing Bank
            and the New Bank. The Agent shall, as soon as reasonably practicable
            after receipt by it of a duly completed Transfer Certificate as set
            out in Schedule 10 (Form of Transfer Certificates) appearing on its
            face to comply with the terms of this Agreement and delivered in
            accordance with the terms of this Agreement, execute that Transfer
            Certificate.


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      (b)   On the Transfer Date:

            (i)   to the extent that in the Transfer Certificate the Existing
                  Bank seeks to transfer its rights and obligations under the
                  Finance Documents the Borrower and the Existing Bank shall be
                  released from further obligations towards one another under
                  the Finance Documents and their respective rights against one
                  another shall be cancelled (being the "DISCHARGED RIGHTS AND
                  OBLIGATIONS");

            (ii)  the Borrower and the New Bank shall assume obligations towards
                  one another and/or acquire rights against one another which
                  differ from the Discharged Rights and Obligations only insofar
                  as the Borrower and the New Bank have assumed and/or acquired
                  the same in place of the Borrower and the Existing Bank;

            (iii) the Off Shore Facility Agent, the On Shore Facility Agent, the
                  Off Shore Security Agent, the On Shore Security Agent, the
                  Issuing Bank, each Arranger, the New Bank and other Banks
                  shall acquire the same rights and assume the same obligations
                  between themselves as they would have acquired and assumed had
                  the New Bank been an Original Bank with the rights and/or
                  obligations acquired or assumed by it as a result of the
                  transfer and to that extent the Agent, the Arranger and the
                  Existing Bank shall each be released from further obligations
                  to each other under this Agreement; and

            (iv)  the New Bank shall become a Party as a "Bank".

      For the avoidance of doubt, a transfer shall not constitute a novation.
      The identity of the transferred obligations and rights shall not be
      affected by the transfer.

26.6  DISCLOSURE OF INFORMATION

26.6.1 Any Bank may disclose to any of its Affiliates and any other person:

      (a)   to (or through) whom that Bank assigns or transfers (or may
            potentially assign or transfer) all or any of its rights and
            obligations under this Agreement;

      (b)   with (or through) whom that Bank enters into (or may potentially
            enter into) any sub-participation in relation to, or any other
            transaction under which payments are to be made by reference to,
            this Agreement or the Borrower; or

      (c)   to whom, and to the extent that, information is required to be
            disclosed by any applicable law or regulation,

      any information about the Borrower and the Transaction Documents as that
      Bank shall consider appropriate if, in relation to paragraphs (a) and (b)
      above, the person to whom the information is to be given has entered into
      a Confidentiality Undertaking.

26.6.2 Subject to Clause 26.6.1, each Bank shall keep confidential and not,
      without the prior written consent of the Borrower, use any information
      supplied by the Borrower or any Sponsor under any Finance Document. This
      Clause 26.6.2 shall not apply to disclosure of information:

      (a)   that is in the public domain (other than as a result of a breach of
            the undertakings herein);


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      (b)   that is required to be disclosed by applicable law, any court or
            tribunal of competent jurisdiction, rating agency, governmental
            body, banking or taxation authority or by any stock exchange upon
            which it is listed or intends to list;

      (c)   in connection with any legal proceedings arising out of or in
            connection with the Finance Documents or the performance of its
            obligations under the Finance Documents; and/or

      (d)   to its officers, employees, directors, auditors, legal or other
            professional advisors.

26.7  ASSIGNMENTS AND TRANSFER BY THE BORROWER

      The Borrower may not assign any of its rights or transfer any of its
      rights or obligations under the Finance Documents.


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                                   SECTION 11
                               THE FINANCE PARTIES

27.   ROLE OF THE AGENT AND THE ARRANGER

27.1  APPOINTMENT OF THE AGENTS

      (a)   Each other Finance Party appoints the Off Shore Facility Agent to
            act as its agent under and in connection with the Finance Documents
            in respect of the Euro Facility.

      (b)   Each other Finance Party appoints the On Shore Facility Agent to act
            as its facility agent under and in connection with the Finance
            Documents in respect of the SIT Facility.

      (c)   Each other Finance Party authorises the Agents to exercise the
            rights, powers, authorities and discretions specifically given to
            the respective Agent under or in connection with the Finance
            Documents together with any other incidental rights, powers,
            authorities and discretions.

27.2  DUTIES OF THE AGENTS

      (a)   Each Agent shall promptly forward to a Party the original or a copy
            of any document which is delivered to such Agent for that Party by
            any other Party.

      (b)   Except where a Finance Document specifically provides otherwise, an
            Agent is not obliged to review or check the adequacy, accuracy or
            completeness of any document it forwards to another Party.

      (c)   If an Agent receives notice from a Party referring to this
            Agreement, describing a mandatory prepayment event set out in Clause
            14.2 (Change of control, Withdrawal of the Licence and Abandonment
            of the Project), an Event of Default or Potential Event of Default
            and stating that the circumstance described is a mandatory
            prepayment event set out in Clause 14.2 (Change of control,
            Withdrawal of the Licence and Abandonment of the Project), an Event
            of Default or Potential Event of Default, it shall promptly notify
            the Finance Parties.

      (d)   If an Agent is aware of the non-payment of any principal, interest,
            commitment fee or other fee payable to a Finance Party (other than
            an Agent or an Arranger) under this Agreement it shall promptly
            notify the other Finance Parties.

      (e)   Each Agent's duties under the Finance Documents are solely
            mechanical and administrative in nature.

27.3  ROLE OF AN ARRANGER

      Except as specifically provided in the Finance Documents, an Arranger has
      no obligations of any kind to any other Finance Party under or in
      connection with any Finance Document.

27.4  NO FIDUCIARY DUTIES

      (a)   Nothing in this Agreement constitutes an Agent or an Arranger as a
            trustee or fiduciary of any other person.

      (b)   Neither an Agent nor an Arranger shall be bound to account to any
            Bank for any sum or the profit element of any sum received by it for
            its own account.


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27.5  RIGHTS AND DISCRETIONS OF THE AGENT

      (a)   Each Agent may rely on:

            (i)   any representation, notice or document believed by it to be
                  genuine, correct and appropriately authorised; and

            (ii)  any statement made by a director, authorised signatory or
                  employee of any person regarding any matters which may
                  reasonably be assumed to be within his knowledge or within his
                  power to verify.

      (b)   Each Agent may assume (unless it has received notice to the contrary
            in its capacity as agent for the Banks) that:

            (i)   no Event of Default or Potential Event of Default has occurred
                  (unless it has actual knowledge of an Event of Default or
                  Potential Event of Default arising under Clause 25.1.1
                  (Non-payment)); and

            (ii)  any right, power, authority or discretion vested in any Party
                  or the Majority Banks has not been exercised.

      (c)   Each Agent may engage, pay for and rely on the advice or services of
            any lawyers, accountants, surveyors or other experts.

      (d)   Each Agent may act in relation to the Finance Documents through its
            personnel and agents.

      (e)   Each Agent may disclose to any other Party any information it
            reasonably believes it has received as agent under this Agreement.

      (f)   Notwithstanding any other provision of any Finance Document to the
            contrary, neither an Agent nor an Arranger is obliged to do or omit
            to do anything if it would or might in its reasonable opinion
            constitute a breach of any law or a breach of a fiduciary duty or
            duty of confidentiality.

27.6  MAJORITY BANKS' INSTRUCTIONS

      (a)   Unless a contrary indication appears in a Finance Document, an Agent
            shall (i) exercise any right, power, authority or discretion vested
            in it as Agent in accordance with any instructions given to it by
            the Majority Banks (or, if so instructed by the Majority Banks,
            refrain from exercising any right, power, authority or discretion
            vested in it as Agent) and (ii) not be liable for any act (or
            omission) if it acts (or refrains from taking any action) in
            accordance with an instruction of the Majority Banks.

      (b)   Unless a contrary indication appears in a Finance Document, any
            instructions given by the Majority Banks will be binding on all the
            Finance Parties.

      (c)   Each Agent may refrain from acting in accordance with the
            instructions of the Majority Banks (or, if appropriate, the Banks)
            until it has received such security as it may require for any cost,
            loss or liability (together with any associated VAT) which it may
            incur in complying with the instructions.

      (d)   In the absence of instructions from the Majority Banks (or, if
            appropriate, the Banks), each Agent may act (or refrain from taking
            action) as it considers to be in the best interest of the Banks.


                                     - 95 -
<PAGE>

      (e)   An Agent is not authorised to act on behalf of a Bank (without first
            obtaining that Bank's consent) in any legal or arbitration
            proceedings relating to any Finance Document.

27.7  RESPONSIBILITY FOR DOCUMENTATION

      Neither an Agent nor an Arranger:

      (a)   is responsible for the adequacy, accuracy and/or completeness of any
            information (whether oral or written) supplied by such Agent, such
            Arranger or any other person given in or in connection with any
            Finance Document, the Information Memorandum or the Legal Due
            Diligence Report; or

      (b)   is responsible for the legality, validity, effectiveness, adequacy
            or enforceability of any Finance Document or any other agreement,
            arrangement or document entered into, made or executed in
            anticipation of or in connection with any Finance Document.

27.8  EXCLUSION OF LIABILITY

      (a)   Without limiting paragraph (b) below, an Agent will not be liable
            for any action taken or omitted by it under or in connection with
            any Finance Document, unless directly caused by its gross negligence
            or wilful misconduct.

      (b)   No Finance Party may take any proceedings against any officer,
            employee or agent of an Agent in respect of any claim it might have
            against such Agent or in respect of any act or omission of any kind
            by that officer, employee or agent in relation to any Finance
            Document and any officer, employee or agent of such Agent may rely
            on this Clause 27.8.

      (c)   An Agent will not be liable for any delay (or any related
            consequences) in crediting an account with an amount required under
            the Finance Documents to be paid by such Agent if such Agent has
            taken all necessary steps as soon as reasonably practicable to
            comply with the regulations or operating procedures of any
            recognised clearing or settlement system used by such Agent for that
            purpose.

27.9  BANKS' INDEMNITY TO THE AGENT

      Each Bank shall (in proportion to its share of the Total Commitments or,
      if the Total Commitments are then zero, to its share of the Total
      Commitments immediately prior to their reduction to zero) indemnify an
      Agent, within three (3) Business Days of demand, against any cost, loss or
      liability incurred by such Agent (otherwise than by reason of such Agent's
      gross negligence or wilful misconduct) in acting as Agent under the
      Finance Documents (unless such Agent has been reimbursed by the Borrower
      pursuant to a Finance Document).

27.10 RESIGNATION OF THE AGENT

      (a)   Each Agent may resign and appoint one of its Affiliates acting
            through an office as successor by giving notice to the other Finance
            Parties and the Borrower.

      (b)   Alternatively each Agent may resign by giving notice to the other
            Finance Parties and the Borrower, in which case the Majority Banks
            (after consultation with the Borrower) may appoint a successor
            Agent.

      (c)   If the Majority Banks have not appointed a successor Agent in
            accordance with paragraph (b) above within thirty (30) days after
            notice of resignation was


                                     - 96 -
<PAGE>

            given, a retiring Agent (after consultation with the Borrower) may
            appoint a successor Agent.

      (d)   The retiring Agent shall, at its own cost, make available to the
            successor Agent such documents and records and provide such
            assistance as the successor Agent may reasonably request for the
            purposes of performing its functions as Agent under the Finance
            Documents.

      (e)   An Agent's resignation notice shall only take effect upon the
            appointment of a successor.

      (f)   Upon the appointment of a successor, the retiring Agent shall be
            discharged from any further obligation in respect of the Finance
            Documents but shall remain entitled to the benefit of this Clause
            27. Its successor and each of the other Parties shall have the same
            rights and obligations amongst themselves as they would have had if
            such successor had been an original Party.

27.11 CONFIDENTIALITY

      (a)   In acting as agent for the Finance Parties, an Agent shall be
            regarded as acting through its agency division which shall be
            treated as a separate entity from any other of its divisions or
            departments.

      (b)   If information is received by another division or department of an
            Agent, it may be treated as confidential to that division or
            department and such Agent shall not be deemed to have notice of it.

27.12 RELATIONSHIP WITH THE BANKS

      Each Agent may treat each Bank as a Bank, entitled to payments under this
      Agreement and acting through its Facility Office unless it has received
      not less than five (5) Business Days prior notice from that Bank to the
      contrary in accordance with the terms of this Agreement.

27.13 CREDIT APPRAISAL BY THE BANKS

      Without affecting the responsibility of the Borrower for information
      supplied by it or on its behalf in connection with any Finance Document,
      each Bank confirms to an Agent and an Arranger that it has been, and will
      continue to be, solely responsible for making its own independent
      appraisal and investigation of all risks arising under or in connection
      with any Finance Document including but not limited to:

      (a)   the financial condition, status and nature of the Borrower and each
            of the Sponsors and Shareholders;

      (b)   the legality, validity, effectiveness, adequacy or enforceability of
            any Transaction Document and any other agreement, arrangement or
            document entered into, made or executed in anticipation of, under or
            in connection with any Transaction Document;

      (c)   whether that Bank has recourse, and the nature and extent of that
            recourse, against any Finance Party or any of its respective assets
            under or in connection with any Transaction Document, the
            transactions contemplated by the Transaction Documents or any other
            agreement, arrangement or document entered into, made or executed in
            anticipation of, under or in connection with any Transaction
            Document; and

      (d)   the adequacy, accuracy and/or completeness of the Initial Business
            Plan, the Information Memorandum, Legal Due Diligence Report and any
            other


                                     - 97 -
<PAGE>

            information provided by an Agent, any Finance Party or by any other
            person under or in connection with any Transaction Document, the
            transactions contemplated by the Transaction Documents or any other
            agreement, arrangement or document entered into, made or executed in
            anticipation of, under or in connection with any Transaction
            Document.

27.14 REFERENCE BANKS

      If a Reference Bank (or, if a Reference Bank is not a Bank, the Bank of
      which it is an Affiliate) ceases to be a Bank, the Off Shore Facility
      Agent shall (in consultation with the Borrower) appoint another Bank or an
      Affiliate of a Bank to replace that Reference Bank.

27.15 DUTIES OF THE ON SHORE FACILITY AGENT TO THE OFF SHORE FACILITY AGENT

      The On Shore Facility Agent shall:

      (a)   deliver to the Off Shore Facility Agent on the second Business Day
            of each Month, a report including the amount drawndown under the SIT
            Facility and the extent of the undrawn SIT Facility Commitment as at
            the last Business Day of that Month;

      (b)   promptly forward to the Off Shore Facility Agent an original or a
            copy of any document which is delivered to the On Shore Facility
            Agent and/or the On Shore Security Agent by the Borrower or any
            party to any of the Transaction Documents; and

      (c)   immediately upon becoming aware of any breach of any Transaction
            Document, Potential Event of Default, Event of Default or any Cash
            Shortfall, notify the Off Shore Facility Agent of such breach.

27.16 DEDUCTION FROM AMOUNTS PAYABLE BY THE AGENTS

      If any Party owes an amount to an Agent under the Finance Documents such
      Agent may, after giving notice to that Party, deduct an amount not
      exceeding that amount from any payment to that Party which such Agent
      would otherwise be obliged to make under the Finance Documents and apply
      the amount deducted in or towards satisfaction of the amount owed. For the
      purposes of the Finance Documents that Party shall be regarded as having
      received any amount so deducted.

28.   CONDUCT OF BUSINESS BY THE FINANCE PARTIES

      No provision of this Agreement will:

      (a)   interfere with the right of any Finance Party to arrange its affairs
            (tax or otherwise) in whatever manner it thinks fit;

      (b)   oblige any Finance Party to investigate or claim any credit, relief,
            remission or repayment available to it or the extent, order and
            manner of any claim except to the extent set forth in Clause 18
            (Mitigation by the Banks); or

      (c)   oblige any Finance Party to disclose any information relating to its
            affairs (tax or otherwise) or any computations in respect of Tax
            except to the extent set forth in Clause 15.3 (Tax indemnity) or
            Clause 15.4 (Tax Credit).


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29.   SHARING AMONG THE FINANCE PARTIES

29.1  PAYMENTS TO FINANCE PARTIES

      If a Finance Party (a "RECOVERING FINANCE PARTY") receives or recovers any
      amount from the Borrower other than in accordance with Clause 30 (Payment
      mechanics) and applies that amount to a payment due under the Finance
      Documents then:

      (a)   the Recovering Finance Party shall, within ten (10) Business Days,
            notify details of the receipt or recovery to the relevant Agent;

      (b)   the Agent shall determine whether the receipt or recovery is in
            excess of the amount the Recovering Finance Party would have been
            paid had the receipt or recovery been received or made by the Agent
            and distributed in accordance with Clause 30 (Payment mechanics),
            without taking account of any Tax which would be imposed on the
            Agent in relation to the receipt, recovery or distribution; and

      (c)   the Recovering Finance Party shall, within ten (10) Business Days of
            demand by the Agent, pay to the Agent an amount (the "SHARING
            PAYMENT") equal to such receipt or recovery less any amount which
            the Agent determines may be retained by the Recovering Finance Party
            as its share of any payment to be made, in accordance with Clause
            30.5 (Partial payments).

29.2  REDISTRIBUTION OF PAYMENTS

      The Agent shall treat the Sharing Payment as if it had been paid by the
      relevant Finance Party and distribute it between the Finance Parties
      (other than the Recovering Finance Party) in accordance with Clause 30.5
      (Partial payments).

29.3  RECOVERING FINANCE PARTY'S RIGHTS

      (a)   On a distribution by the Agent under Clause 29.2 (Redistribution of
            payments), the Recovering Finance Party will be subrogated to the
            rights of the Finance Parties which have shared in the
            redistribution.

      (b)   If and to the extent that the Recovering Finance Party is not able
            to rely on its rights under paragraph (a) above, the Borrower shall
            be liable to the Recovering Finance Party for a debt equal to the
            Sharing Payment which is immediately due and payable.

29.4  REVERSAL OF REDISTRIBUTION

      If any part of the Sharing Payment received or recovered by a Recovering
      Finance Party becomes repayable and is repaid by that Recovering Finance
      Party, then:

      (a)   each Finance Party which has received a share of the relevant
            Sharing Payment pursuant to Clause 29.2 (Redistribution of payments)
            shall, upon request of the Agent, pay to the Agent for account of
            that Recovering Finance Party an amount equal to the appropriate
            part of its share of the Sharing Payment (together with an amount as
            is necessary to reimburse that Recovering Finance Party for its
            proportion of any interest on the Sharing Payment which that
            Recovering Finance Party is required to pay); and

      (b)   that Recovering Finance Party's rights of subrogation in respect of
            any reimbursement shall be cancelled and the Borrower will be liable
            to the reimbursing Finance Party for the amount so reimbursed.


                                     - 99 -
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29.5  EXCEPTIONS

      (a)   This Clause 29 shall not apply to the extent that the Recovering
            Finance Party would not, after making any payment pursuant to this
            Clause, have a valid and enforceable claim against the Borrower.

      (b)   A Recovering Finance Party is not obliged to share with any other
            Finance Party any amount which the Recovering Finance Party has
            received or recovered as a result of taking legal or arbitration
            proceedings, if

            (i)   it notified that other Finance Party of the legal or
                  arbitration proceedings; and

            (ii)  that other Finance Party had an opportunity to participate in
                  those legal or arbitration proceedings but did not do so as
                  soon as reasonably practicable having received notice and did
                  not take separate legal or arbitration proceedings.

      (c)   This Clause 29 shall not apply to any Excluded Proceeds (as defined
            in the Intercreditor Agreement) which shall be applied in accordance
            with the Intercreditor Agreement.

29.6  PERFECTION OF TRANSFERS

      Each Finance Party hereby undertakes vis-a-vis each of the other Finance
      Parties to enter into all additional agreements and to execute all
      additional documents, which might be required under the laws of each
      relevant jurisdiction for the perfection of the transfers and subrogations
      contemplated by this Clause 29. The Borrower hereby agrees to consent to
      all relevant transfers and it hereby undertakes vis-a-vis each of the
      Finance Parties to enter into all additional agreements and to execute all
      additional documents, which are required under the laws of each relevant
      jurisdiction for the perfection of the transfers and subrogations
      contemplated by this Clause 29.


                                    - 100 -
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                                   SECTION 12
                                 ADMINISTRATION

30.   PAYMENT MECHANICS

30.1  PAYMENTS TO THE AGENT

      (a)   On each date on which the Borrower or a Bank is required to make a
            payment under a Finance Document, the Borrower or Bank shall make
            the same available to the Off Shore Facility Agent in respect of a
            payment in Euro or the On Shore Facility Agent in respect of a
            payment in SIT (unless a contrary indication appears in a Finance
            Document) for value on the due date at the time and in such funds
            specified by the relevant Agent as being customary at the time for
            settlement of transactions in the relevant currency in the place of
            payment.

      (b)   Payment shall be made to such account in Ljubljana if payment is to
            be made in SIT or in Dusseldorf if payment is to be made in Euro
            with such bank as the relevant Agent specifies.

      Each Bank shall promptly indemnify the relevant Agent against any cost,
      loss or liability incurred by such Agent as a result of late or
      non-performance by such Bank of any of its payment obligations under this
      Agreement.

30.2  DISTRIBUTIONS BY THE AGENT

      Each payment received by an Agent under the Finance Documents for another
      Party shall, subject to Clause 30.3 (Distributions to the Borrower) and
      Clause 30.4 (Clawback) be made available by such Agent as soon as
      practicable after receipt to the Party entitled to receive payment in
      accordance with this Agreement (in the case of a Bank, for the account of
      its Facility Office), to such account as that Party may notify to such
      Agent by not less than five (5) Business Days' notice.

30.3  DISTRIBUTIONS TO THE BORROWER

      The Agent may (with the consent of the Borrower or in accordance with
      Clause 31 (Set-off)) apply any amount received by it for the account of
      the Borrower in or towards payment (on the date and in the currency and
      funds of receipt) of any amount due from the Borrower under the Finance
      Documents, or in or towards purchase of any amount of any currency to be
      so applied.

30.4  CLAWBACK

      (a)   Where a sum is to be paid to an Agent under the Finance Documents
            for another Party, such Agent is not obliged to pay that sum to that
            other Party (or to enter into or perform any related exchange
            contract) until it has been able to establish to its satisfaction
            that it has actually received that sum.

      (b)   If an Agent pays an amount to another Party and it proves to be the
            case that such Agent had not actually received that amount, then the
            Party to whom that amount (or the proceeds of any related exchange
            contract) was paid by such Agent shall on demand refund the same to
            such Agent together with interest on that amount from the date of
            payment to the date of receipt by such Agent, calculated by such
            Agent to reflect its cost of funds.

30.5  PARTIAL PAYMENTS

      (a)   If an Agent receives a payment that is insufficient to discharge all
            the amounts then due and payable by the Borrower under the Finance
            Documents, such


                                    - 101 -
<PAGE>

            Agent shall apply that payment towards the obligations of the
            Borrower under the Finance Documents in the following order:

            (i)   first, in or towards payment pro rata of any unpaid fees,
                  costs and expenses of the Agents under the Finance Documents;

            (ii)  secondly, in or towards payment pro rata of any accrued
                  default interest, interest, fee or commission due but unpaid
                  under this Agreement;

            (iii) thirdly, in or towards payment pro rata of any principal due
                  but unpaid under this Agreement; and

            (iv)  fourthly, in or towards payment pro rata of any other sum due
                  but unpaid under the Finance Documents.

      (b)   Such Agent shall, if so directed by the Majority Banks, vary the
            order set out in paragraphs (a)(ii) to (iv) above and such direction
            shall also apply in respect of payments received by the other Agent.

      (c)   Paragraphs (a) and (b) above will override any appropriation made by
            the Borrower.

      (d)   This Clause 30.5 shall not apply to any Excluded Proceeds (as
            defined in the Intercreditor Agreement).

30.6  NO SET-OFF BY THE BORROWER

      All payments to be made by the Borrower under the Finance Documents shall
      be calculated and be made without (and free and clear of any deduction
      for) set-off or counterclaim.

30.7  BUSINESS DAYS

      (a)   Any payment which is due to be made on a day that is not a Business
            Day shall be made on the next Business Day and in the case of the
            Euro Facility such Business Day shall be in the same calendar month
            (if there is one) or the preceding Business Day (if there is not).

      (b)   During any extension of the due date for payment of any principal or
            Unpaid Sum under this Agreement interest is payable on the principal
            or Unpaid Sum at the rate payable on the original due date.

30.8  CURRENCY OF ACCOUNT

      (a)   A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid
            Sum shall be made in the currency in which that Loan or Unpaid Sum
            is denominated on its due date.

      (b)   Each payment of interest shall be made in the currency in which the
            sum in respect of which the interest is payable was denominated when
            that interest accrued.

      (c)   Each payment in respect of costs, expenses or Taxes shall be made in
            the currency in which the costs, expenses or Taxes are incurred.


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<PAGE>

30.9  CHANGE OF CURRENCY

      (a)   Unless otherwise prohibited by law, if more than one currency or
            currency unit are at the same time recognised by the central bank of
            any country as the lawful currency of that country, then:

            (i)   any reference in the Finance Documents to, and any obligations
                  arising under the Finance Documents in, the currency of that
                  country shall be translated into, or paid in, the currency or
                  currency unit of that country designated by the relevant Agent
                  (after consultation with the Borrower); and

            (ii)  any translation from one currency or currency unit to another
                  shall be at the official rate of exchange recognised by the
                  central bank for the conversion of that currency or currency
                  unit into the other, rounded up or down by the relevant Agent
                  (acting reasonably) or in the case of any translation from or
                  to SIT at the relevant exchange rate from the list of Nova
                  Ljubljanska banka d.d., Ljubljana for the foreign exchange
                  transactions with legal entities (Tecajna lista Nove
                  Ljubljanske banka d.d., Ljubljana, za obracundeviznih prilivov
                  in odlivov podjetij) or any other applicable document of Nova
                  Ljubljanska banka d.d., Ljubljana with essentially similar
                  substance.

      (b)   If a change in any currency of a country occurs, this Agreement
            will, to the extent that the relevant Agent (acting reasonably and
            after consultation with the Borrower) specifies to be necessary, be
            amended to comply with any generally accepted conventions and market
            practice in the European Interbank Market and otherwise to reflect
            the change in currency.

31.   SET OFF

      A Finance Party may set off any matured obligation due from the Borrower
      under the Finance Documents (to the extent beneficially owned by that
      Finance Party) against any matured obligation owed by that Finance Party
      to the Borrower, regardless of the place of payment, booking branch or
      currency of either obligation. If the obligations are in different
      currencies, the Finance Party may for the purpose of the set off convert
      either obligation at a market rate of exchange in its usual course of
      business or, in the case of a SIT Facility Bank, at the relevant exchange
      rate from the list of Nova Ljubljanska banka d.d., Ljubljana for the
      foreign exchange transactions with legal entities (Tecajna lista Nove
      Ljubljanske banka d.d., Ljubljana, za obracundeviznih prilivov in odlivov
      podjetij) or any other applicable document of Nova Ljubljanska banka d.d.,
      Ljubljana with essentially similar substance.

32.   NOTICES

32.1  COMMUNICATIONS IN WRITING

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

32.2  ADDRESSES

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


                                    - 103 -
<PAGE>

      (a)   in case of the Borrower:

            WESTERN WIRELESS INTERNATIONAL D.O.O.

            Address:          Brnciceva ulica 49

                              1231 Ljubljana, Slovenia

            Telephone:        +386 1 5801 200

            Fax:              +386 1 5801 109

            Attention of:     Steven Fast

            Copy to:          Western Wireless International Corporation

            Address:          3650 131st  Avenue, S.E., Suite 400

                              Bellevue, Washington 98006, USA

            Telephone:        +1 425 586 8161

            Fax:              +1 425 586 8777

            Attention of:     Scott Alderman

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

            FIDEUROP - TREUHANDGESELLSCHAFT FUR DEN GEMEINSAMEN MARKT MBH

            Address:          Marie-Curie Strasse 30

                              60439 Frankfurt am Main, Germany

            Telephone:        +49 69 95 870

            Fax:              +49 69 95 87 2584

            Attention of:     Dr. Klaus Zimmermann

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

            IKB DEUTSCHE INDUSTRIEBANK AG

            Address: Wilhelm-Botzkes-Stra(beta)e 1

                              40474 Dusseldorf, Germany

            Telephone:        +49 211 8221 4887 or +49 211 8221 4730

            Fax:              +49 211 8221 2887 or +49 211 8221 2730

            Attention of:     Martina Messing or Andreas Nestel,
                              Structured Finance Department


                                    - 104 -
<PAGE>

      (d)   in case of the On Shore Facility Agent and the On Shore Security
            Agent:

            NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA

            Address:          Smartinska 130, SI - 1520 Ljubljana, Slovenia

            Telephone:        +386 1 520 7273

            Fax:              +386 1 425 60 02

            Attention of:     Ms. Jasna Istenic or Mr. Bostjan Kovac

      (e)   in the case of a Bank, as identified with its signature below or in
            a Transfer Certificate, as the case may be,

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

32.3  DELIVERY

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

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

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

      and, if a particular department or officer is specified as part of its
      address details provided under Clause 32.2 (Addresses), if addressed to
      that department or officer.

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

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

32.4  NOTIFICATION OF ADDRESS AND FAX NUMBER

      Promptly upon receipt of notification of an address or fax number or
      change of address or fax number pursuant to Clause 32.2 (Addresses) or
      changing its own address or fax number, an Agent shall notify the other
      Parties.

32.5  ELECTRONIC COMMUNICATION

      (a)   Any communication to be made between an Agent and a Bank under or in
            connection with the Finance Documents may be made by electronic mail
            or other electronic means, if such Agent and the relevant Bank:

            (i)   agree that, unless and until notified to the contrary, this is
                  to be an accepted form of communication;


                                    - 105 -
<PAGE>

            (ii)  notify each other in writing of their electronic mail address
                  and/or any other information required to enable the sending
                  and receipt of information by that means; and

            (iii) notify each other of any change to their address or any other
                  such information supplied by them.

      (b)   Any electronic communication made between an Agent and a Bank will
            be effective only when actually received in readable form and in the
            case of any electronic communication made by a Bank to such Agent
            only if it is addressed in such a manner as such Agent shall specify
            for this purpose.

32.6  ENGLISH LANGUAGE

      Any notice given or any other document provided under or in connection
      with:

            (i)   the Finance Documents which is required by law or in
                  accordance with standard banking practice to be made in
                  Slovenian shall be made in Slovenian and in each case
                  accompanied by an English translation thereof unless such
                  notice or other document is identical (other than for
                  calculation figures) in all material respects to those
                  previously agreed with the Off Shore Facility Agent;

            (ii)  the documentation related to the ECA Cover Documents shall be
                  in the German language; and

            (iii) the Finance Documents shall be in English unless otherwise
                  provided for under (i) and (ii) above.

33.   CALCULATIONS AND CERTIFICATES

33.1  ACCOUNTS

      In any litigation or arbitration proceedings arising out of or in
      connection with a Finance Document, the entries made in the accounts
      maintained by a Finance Party are prima facie evidence of the matters to
      which they relate absent manifest error.

33.2  CERTIFICATES AND DETERMINATIONS

      Any certification or determination by a Finance Party of a rate or amount
      under any Finance Document is, in the absence of manifest error,
      conclusive evidence of the matters to which it relates.

33.3  DAY COUNT CONVENTION

      (a)   In respect of the Euro Facility any interest, commission or fee
            accruing under a Finance Document will accrue from day to day and is
            calculated on the basis of the actual number of days elapsed and a
            year of 360 days or, in any case where the practice in the European
            Interbank Market differs, in accordance with that market practice.

      (b)   In respect of the SIT Facility any interest, commission or fee
            accruing under a Finance Document will accrue from day to day and is
            calculated in accordance with the Resolution on Interest Rates of
            Nova Ljubljanska Banka d.d., Ljubljana using the conform method of
            calculating interest and TOM and on the basis of a year of 365 days.


                                    - 106 -
<PAGE>

34.   PARTIAL INVALIDITY

      If, at any time, any provision of the Finance Documents is or becomes
      illegal, invalid or unenforceable in any respect under any law of any
      jurisdiction, neither the legality, validity or enforceability of the
      remaining provisions nor the legality, validity or enforceability of such
      provision under the law of any other jurisdiction will in any way be
      affected or impaired.

35.   REMEDIES AND WAIVERS

      No failure to exercise, nor any delay in exercising, on the part of any
      Finance Party, any right or remedy under the Finance Documents shall
      operate as a waiver, nor shall any single or partial exercise of any right
      or remedy prevent any further or other exercise or the exercise of any
      other right or remedy. The rights and remedies provided in this Agreement
      are cumulative and not exclusive of any rights or remedies provided by
      law.

36.   AMENDMENTS AND WAIVERS

36.1  REQUIRED CONSENTS

      (a)   Subject to Clause 36.2 (Exceptions) any term of the Finance
            Documents may be amended or waived only with the consent of the
            Majority Banks and the Borrower and any such amendment or waiver
            will be binding on all Parties.

      (b)   The Off Shore Facility Agent may effect, on behalf of any Finance
            Party, any amendment or waiver permitted by this Clause.

36.2  EXCEPTIONS

      (a)   An amendment or waiver that has the effect of changing or which
            relates to:

            (i)   the definition of "Majority Banks" in Clause 1.1
                  (Definitions);

            (ii)  an extension to the date of payment of any amount under the
                  Finance Documents;

            (iii) a reduction in the Applicable Margin or a reduction in the
                  amount of any payment of principal, interest, fees or
                  commission payable;

            (iv)  an increase in or an extension of any Commitment;

            (v)   a change to the Borrower;

            (vi)  any provision which expressly requires the consent of all the
                  Banks;

            (vii) Clause 2.2 (Finance Parties' rights and obligations), Clause
                  21 (Reporting requirements), Clause 26 (Changes to the
                  Parties) or this Clause 36,

            shall not be made without the prior consent of all the Banks.

      (b)   An amendment or waiver which relates to the rights or obligations of
            an Agent, a Security Agent, the Issuing Bank or an Arranger may not
            be effected without the consent of such party.


                                    - 107 -
<PAGE>

37.   COUNTERPARTS

      Each Finance Document may be executed in any number of counterparts, and
      this has the same effect as if the signatures on the counterparts were on
      a single copy of the Finance Document.


                                    - 108 -
<PAGE>

                                   SECTION 13
                          GOVERNING LAW AND ENFORCEMENT

38.   GOVERNING LAW

      This Agreement shall be governed by, and shall be construed in accordance
      with, German law.

39.   ARBITRATION

39.1  ARBITRATION

      Subject to Clause 39.4 (Agent's option), any dispute (a "DISPUTE") arising
      out of or in connection with this Agreement (including a dispute regarding
      the existence, validity or termination of this Agreement or the
      consequences of its nullity) shall be finally settled under the Rules of
      Arbitration of the International Chamber of Commerce (the "RULES") by
      three arbitrators appointed in accordance with the Rules.

39.2  PROCEDURE FOR ARBITRATION

      The arbitral tribunal shall consist of three arbitrators. The place of
      arbitration shall be Paris and the language of the arbitration shall be
      English.

39.3  RECOURSE TO COURTS

      Save as provided in Clause 39.4 (Agent's option), the parties exclude the
      jurisdiction of the courts.

39.4  AGENT'S OPTION

      In the case of any Dispute in which the Agent for and on behalf of the
      Finance Parties is or the Finance Parties are the claimant, the Off Shore
      Facility Agent may (acting upon the instructions of the Majority Banks)
      prior to having initiated arbitral proceedings, by notice in writing to
      all other parties to this Agreement require that such Dispute be heard by
      a court of law. If the Off Shore Facility Agent gives such notice, the
      Dispute to which such notice refers shall be determined in accordance with
      Clause 40 (Jurisdiction).

40.   JURISDICTION

40.1  GERMAN COURTS

      Each of the Parties irrevocably agrees for the benefit of each of the
      other Parties that the courts at Dusseldorf, Germany, shall have
      non-exclusive jurisdiction to settle any Dispute.

40.2  SERVICE OF PROCESS

      The Borrower agrees that the process by which any suit, action or
      proceedings in Germany is begun may be served on it by being delivered to
      the process agent in Germany appointed or to be appointed by the Borrower
      according to Schedule 13 (Process Agent Confirmation) for the time being.
      If the appointment of such process agent ceases to be effective in respect
      of the Borrower, the Borrower shall immediately appoint a further person
      in Germany to accept service of process on its behalf in Germany and,
      failing such appointment within fifteen (15) days, the Agent shall be
      entitled to appoint such a person by notice to the Borrower. Nothing
      contained herein shall affect the right to serve process in any other
      manner permitted by relevant law.

40.3  NON-EXCLUSIVE SUBMISSIONS

      The submission to the jurisdiction of the courts referred to in Clause
      40.1 (German courts) shall not (and shall not be construed so as to) limit
      the right of an Agent, an Arranger and the Banks or any of them to take
      proceedings against the Borrower in any


                                    - 109 -
<PAGE>

      other court of competent jurisdiction nor shall the taking of proceedings
      in any one or more jurisdiction preclude the taking or proceedings in any
      other jurisdiction (whether concurrently or not) if and to the extent
      permitted by applicable law.

40.4  WAIVER OF IMMUNITY

      To the extent that the Borrower may in any jurisdiction claim for itself
      or its assets immunity from suit, execution, attachment (whether in aid of
      execution, before judgement or otherwise) or other legal process and to
      the extent that in any such jurisdiction there may be attributed to itself
      or its assets such immunity (whether or not claimed), the Borrower hereby
      irrevocably agrees not to claim and hereby irrevocably waives such
      immunity to the full extent permitted by the laws of such jurisdiction.


                                    - 110 -
<PAGE>

                                   SCHEDULE 1
                                   COMMITMENTS

                                     PART I
                                  EURO FACILITY

<TABLE>
<CAPTION>
                                                         ECA FACILITY                              COMMERCIAL
FINANCIAL INSTITUTION                                     COMMITMENT                                FACILITY
                                                                                                   COMMITMENT
                                      ECA FACILITY       ECA FACILITY       ECA FACILITY
                                        TRANCHE 1          TRANCHE 2          TRANCHE 3
                                       COMMITMENT         COMMITMENT         COMMITMENT

<S>                                <C>                  <C>                <C>                   <C>
IKB Deutsche Industriebank AG      Euro 15,328,263.11   Euro 689,916.66    Euro 1,415,895.49     Euro 13,910,000.00

Kreditanstalt fur Wiederaufbau     Euro 15,328,263.11   Euro 689,916.66    Euro 1,415,895.48     Euro 13,910,000.00

Raiffeisenlandesbank               Euro 7,234,745.16    Euro 325,631.89    Euro 668,284.65       Euro 8,560,000.00
Oberosterreich
reg.Gen.m.b.H.

Landesbank                         Euro 7,074,582.98    Euro 318,423.08    Euro 653,490.23       Euro 6,420,000.00
Schleswig-Holstein
Girozentrale

Hypo Alpe-Adria-Bank AG            Euro 2,198,032.14    Euro 98,932.21     Euro 203,035.65             None
</TABLE>


                                    - 111 -
<PAGE>

                                     PART II

                                  SIT FACILITY

<TABLE>
<CAPTION>
FINANCIAL INSTITUTION                                 SIT FACILITY COMMITMENT EQUIVALENT TO
<S>                                                   <C>
Nova Ljubljanska Banka d.d., Ljubljana                SIT 3,400,000,000.00

Hypo Alpe-Adria-Bank d.d.                             SIT 1,000,000,000.00
</TABLE>


                                    - 112 -
<PAGE>

                                   SCHEDULE 2
                                 REPAYMENT DATES

<TABLE>
<CAPTION>
REPAYMENT DATE /          ECA FACILITY           COMMERCIAL FACILITY           SIT FACILITY
REDUCTION DATE
<S>                       <C>                    <C>                           <C>
  30.05.2004                     1.25%                     0.00%

  30.11.2004                     1.25%                     0.00%

  30.05.2005                     5.75%                     5.75%

  30.11.2005                     5.75%                     5.75%                      5.00%

  30.05.2006                     8.00%                     8.00%

  30.11.2006                     8.00%                     8.00%                      5.00%

  30.05.2007                    10.00%                    12.50%

  30.11.2007                    10.00%                    12.50%                     10.00%

  30.05.2008                    12.00%                    12.50%

  30.11.2008                    12.00%                    12.50%                     20.00%

  30.05.2009                    13.00%                    14.00%                     20.00%

  30.11.2009                    13.00%                     8.50%                     40.00%

     TOTAL                     100.00%                   100.00%                    100.00%
</TABLE>


                                    - 113 -
<PAGE>

                                   SCHEDULE 3
                     LMA FORM OF CONFIDENTIALITY UNDERTAKING

From:    [Seller]/[Seller's agent/broker]

To:      [Potential Purchaser]/[Purchaser's agent/broker]

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

BORROWER:
DATE:
AMOUNT:
AGENT:

We understand that you are considering [acquiring](a)/[arranging the acquisition
of](b) an interest in the Agreement (the "Acquisition"). In consideration of us
agreeing to make available to you certain information, by your signature of a
copy of this letter you agree as follows:

1.    Confidentiality Undertaking You undertake (a) to keep the Confidential
      Information confidential and not to disclose it to anyone except as
      provided for by paragraph 2 below and to ensure that the Confidential
      Information is protected with security measures and a degree of care that
      would apply to your own confidential information, (b) to use the
      Confidential Information only for the Permitted Purpose, (c) to use all
      reasonable endeavours to ensure that any person to whom you pass any
      Confidential Information (unless disclosed under paragraph 2[(c)/(d)](c)
      below) acknowledges and complies with the provisions of this letter as if
      that person were also a party to it, and (d) not to make enquiries of any
      member of the Group or any of their officers, directors, employees or
      professional advisers relating directly or indirectly to the Acquisition.

2.    Permitted disclosure We agree that you may disclose Confidential
      Information:

      (a)   to members of the Purchaser Group and their officers, directors,
            employees and professional advisers to the extent necessary for the
            Permitted Purpose and to any auditors of members of the Purchaser
            Group;

      (b)   [subject to the requirements of the Agreement, in accordance with
            the Permitted Purpose so long as any prospective purchaser has
            delivered a letter to you in equivalent form to this letter;]

      [(b/c)](c) subject to the requirements of the Agreement, to any person to
            (or through) whom you assign or transfer (or may potentially assign
            or transfer) all or any of the rights, benefits and obligations
            which you may acquire under the Agreement or with (or through) whom
            you enter into (or may potentially enter into) any sub-participation
            in relation to, or any other transaction under which payments are to
            be made by reference to, the Agreement or the Borrower or


                                    - 114 -
<PAGE>

            any member of the Group so long as that person has delivered a
            letter to you in equivalent form to this letter; and

      [(c/d)](c) (i) where requested or required by any court of competent
            jurisdiction or any competent judicial, governmental, supervisory or
            regulatory body, (ii) where required by the rules of any stock
            exchange on which the shares or other securities of any member of
            the Purchaser Group are listed or (iii) where required by the laws
            or regulations of any country with jurisdiction over the affairs of
            any member of the Purchaser Group.

3.    Notification of required or unauthorised disclosure You agree (to the
      extent permitted by law) to inform us of the full circumstances of any
      disclosure under paragraph 2[(c)/(d)](c) or upon becoming aware that
      Confidential Information has been disclosed in breach of this letter.

4.    Return of copies If we so request in writing, you shall return all
      Confidential Information supplied to you by us and destroy or permanently
      erase all copies of Confidential Information made by you and use all
      reasonable endeavours to ensure that anyone to whom you have supplied any
      Confidential Information destroys or permanently erases such Confidential
      Information and any copies made by them, in each case save to the extent
      that you or the recipients are required to retain any such Confidential
      Information by any applicable law, rule or regulation or by any competent
      judicial, governmental, supervisory or regulatory body or in accordance
      with internal policy, or where the Confidential Information has been
      disclosed under paragraph 2[(c)/(d)](c) above.

5.    Continuing obligations The obligations in this letter are continuing and,
      in particular, shall survive the termination of any discussions or
      negotiations between you and us. Notwithstanding the previous sentence,
      the obligations in this letter shall cease (without in any way prejudicing
      the confidentiality obligations under the Agreement) (a) if you become a
      party to or otherwise acquire (by assignment or sub-participation) an
      interest, direct or indirect, in the Agreement or (b) twelve months after
      you have returned all Confidential Information supplied to you by us and
      destroyed or permanently erased all copies of Confidential Information
      made by you (other than any such Confidential Information or copies which
      have been disclosed under paragraph 2 above (other than sub-paragraph
      2(a)) or which, pursuant to paragraph 4 above, are not required to be
      returned or destroyed).

6.    No representation; consequences of breach, etc You acknowledge and agree
      that:

      (a)   neither we, [nor our principal](d) nor any member of the Group nor
            any of our or their respective officers, employees or advisers (each
            a "RELEVANT PERSON") (i) make any representation or warranty,
            express or implied, as to, or assume any responsibility for, the
            accuracy, reliability or completeness of any of the Confidential
            Information or any other information supplied by us or the
            assumptions on which it is based or (ii) shall be under any
            obligation to update or correct any inaccuracy in the Confidential
            Information or any other information supplied by us or be otherwise
            liable to you or any other person in respect to the Confidential
            Information or any such information; and

      (b)   we [or our principal](d) or members of the Group may be irreparably
            harmed by the breach of the terms hereof and damages may not be an
            adequate remedy; each Relevant Person may be granted an injunction
            or specific performance for any threatened or actual breach of the
            provisions of this letter by you.


                                    - 115 -
<PAGE>

7.    No waiver; amendments, etc This letter sets out the full extent of your
      obligations of confidentiality owed to us in relation to the information
      the subject of this letter. No failure or delay in exercising any right,
      power or privilege hereunder will operate as a waiver thereof nor will any
      single or partial exercise of any right, power or privilege preclude any
      further exercise thereof or the exercise of any other right, power or
      privileges hereunder. The terms of this letter and your obligations
      hereunder may only be amended or modified by written agreement between us.

8.    Inside information You acknowledge that some or all of the Confidential
      Information is or may be price-sensitive information and that the use of
      such information may be regulated or prohibited by applicable legislation
      relating to insider dealing and you undertake not to use any Confidential
      Information for any unlawful purpose.

9.    Nature of undertakings The undertakings given by you under this letter are
      given to us and (without implying any fiduciary obligations on our part)
      are also given for the benefit of [our principal,](d) the Borrower and
      each other member of the Group.

10.   Third party rights

      (a)   Subject to paragraph 6 and paragraph 9 the terms of this letter may
            be enforced and relied upon only by you and us.

      (b)   Notwithstanding any provisions of this letter, the parties to this
            letter do not require the consent of any Relevant Person or any
            member of the Group to rescind or vary this letter at any time.

11.   Governing Law and Jurisdiction This letter (including the agreement
      constituted by your acknowledgement of its terms) shall be governed by and
      construed in accordance with German law and the parties submit to the
      non-exclusive jurisdiction of the courts at Dusseldorf, Germany.

12.   Definitions In this letter (including the acknowledgement set out below)
      terms defined in the Agreement shall, unless the context otherwise
      requires, have the same meaning and:

      "CONFIDENTIAL INFORMATION" means any information relating to the Borrower,
      the Group, the Agreement and/or the Acquisition provided to you by us or
      any of our affiliates or advisers, in whatever form, and includes
      information given orally and any document, electronic file or any other
      way of representing or recording information which contains or is derived
      or copied from such information but excludes information that (a) is or
      becomes public knowledge other than as a direct or indirect result of any
      breach of this letter or (b) is known by you before the date the
      information is disclosed to you by us or any of our affiliates or advisers
      or is lawfully obtained by you thereafter, other than from a source which
      is connected with the Group and which, in either case, as far as you are
      aware, has not been obtained in violation of, and is not otherwise subject
      to, any obligation of confidentiality;

      "GROUP" means the Borrower and each of its Affiliates;

      "PERMITTED PURPOSE" means [subject to the terms of this letter, passing on
      information to a prospective purchaser for the purpose of](b) considering
      and evaluating whether to enter into the Acquisition; and

      "PURCHASER GROUP" means you and each of your Affiliates.


                                    - 116 -
<PAGE>

      Please acknowledge your agreement to the above by signing and returning
      the enclosed copy.

      Yours faithfully


      ----------------------------------------------
      For and on behalf of
      [Seller/Seller's agent/broker]

      To:      [Seller]
               [Seller's agent/broker]
               The Borrower and each other member of the Group

      We acknowledge and agree to the above:


      ----------------------------------------------
      For and on behalf of
      [POTENTIAL PURCHASER/PURCHASER'S AGENT/BROKER]

----------
     (a)    Delete if addressee is acting as broker or agent.
     (b)    Delete if addressee is acting as principal.
     (c)    Select applicable option.
     (d)    Delete if letter is sent out by the Seller rather than the Seller's
            broker or agent.


                                    - 117 -
<PAGE>

                                   SCHEDULE 4A
                         UTILISATION REQUEST (BORROWER)

From: Western Wireless International d.o.o

To:   [Off Shore Facility Agent/On Shore Facility Agent with copy to Off Shore
      Facility Agent]

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

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

2.    UTILISATION OF A LOAN

      We wish to borrow a Loan on the following terms:

<TABLE>
<S>                                                   <C>
        Proposed Utilisation Date:                    [-] (or,  if that is not a  Business  Day,  the next
                                                      Business Day)

        Facility to be utilised:                      [Commercial Facility]/ [SIT Facility]

        Currency of Loan:                             [Euro]/[SIT]

        Amount:                                       [-] or, if less, the Available Facility

        Interest Period:                              [-]

        Account to which proceeds are payable:        Proceeds and Revenue Account  [account  number] [for
                                                      further  transfer in respect of Euro Facility  Loans
                                                      to the Loan Proceeds Account]
</TABLE>

3.    UTILISATION UNDER THE SIT FACILITY GUARANTEE OR LC Please issue or open a
      SIT Facility Guarantee or LC on the following terms:

<TABLE>
<S>                                                    <C>
       Proposed Utilisation Date:                      [-] (or,  if that is not a  Business  Day,  the next
                                                       Business Day)

       Issuance of:                                    [a guarantee]/[a letter of credit]*

       Amount:                                         SIT [-]

       Term of the [guarantee]/[letter of credit]:     [-]

       Beneficiary:                                    [-]
</TABLE>

*     Select applicable option.


                                    - 118 -
<PAGE>

4.    We confirm that the [proceeds of the Loan]/[guarantee]/[letter of credit]
      [are]/[is] to be used [in payment of capital expenditure as provided for
      in the [Initial Business Plan][Updated Business Plan]]/[in payment of
      operational expenditure as provided for in the [Initial Business
      Plan][Updated Business Plan]]/[towards repayment of amounts owing under
      the Existing WWIC Loan Agreement]/[other].

5.    We confirm that each condition specified in Clause 4.2 (Further conditions
      precedent to all Utilisations) is satisfied on the date of this
      Utilisation Request and the Contributed Capital Ratio is or as a result of
      the requested Utilisation will be at least 0.4.

6.    We confirm that each of the Repeated Representations is correct by
      reference to the facts and circumstances existing at the date of this
      Utilisation Request.

7.    This Utilisation Request is irrevocable.

                                Yours faithfully


                      -------------------------------------
                            authorised signatory for
                      Western Wireless International d.o.o.


                                    - 119 -
<PAGE>

                                   SCHEDULE 4B
               UTILISATION REQUEST (PAYMENTS TO EQUIPMENT VENDOR)

From: Lucent Technologies Network Systems GmbH

To:   IKB Deutsche Industriebank AG as Off Shore Facility Agent

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

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

2.    This is to confirm that

      (a)   on [-] deliveries/services in the value of [-]

      (b)   on [-] deliveries/services in the value of [-]

      (c)   on [-] deliveries/services in the value of [-]

                                                   TOTAL [-]

      were effected/rendered.

      A copy certified true and complete by us of an original invoice from us to
      the Borrower in respect of the above is enclosed herewith.

3.    Our claim under the Delivery Contract in respect of:

      (a)   the deliveries/services referred to in paragraph 2(a) above
            represent 85 % / 70 % / 10 % / 5 %* of the value of such
            deliveries/services and thus amounts to [-];

      (b)   the deliveries/services referred to in paragraph 2(b) above
            represent 85 % / 70 % / 10 % / 5 %* of the value of such
            deliveries/services and thus amounts to [-];

      (c)   the deliveries/services referred to in paragraph 2(c) above
            represents 85 % / 70 % / 10 % / 5 %* of the value of such
            deliveries/services and thus amounts to [-],

            TOTAL [-]

4.    We ask you to disburse Euro [-] to our account number [-] with [insert
      name of bank].

*   Select applicable option.


                                    - 120 -
<PAGE>

5.    We further confirm that:

      (a)   [the Borrower has so far fulfilled all of its payment obligations to
            be performed pursuant to the Delivery Contract;]**

      (b)   the goods/services covered by the present Utilisation Request are in
            conformity with the Delivery Contract;

      (c)   the goods/services covered by the present Utilisation Request have
            been delivered/rendered in accordance with the Delivery Contract;
            and

      (d)   the Equipment Vendor is, and the requests made hereunder are, in
            compliance with the Delivery Contract and the Delivery Contract
            remains in full force and effect as at the date hereof.

6.    We attach a copy of a certificate executed by the Borrower and referring
      to the final acceptance of the Initial Configuration.***

                                Yours faithfully


                    ----------------------------------------
                            authorised signatory for
                    Lucent Technologies Network Systems GmbH

**    To be included in all Utilisation Requests, except the first.

***   Only in respect of a Utilisation Request completed with reference to
      Section 1.10.2 (b) (iii) of the Delivery Contract.


                                    - 121 -
<PAGE>

                                   SCHEDULE 4C
                      UTILISATION REQUEST (PAYMENTS TO ECA)

From: Lucent Technologies Network Systems GmbH

To: IKB Deutsche Industriebank AG as Off Shore Facility Agent

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

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

2.    This is to confirm that we have effected the payment of ECA Premium in the
      amount of Euro [-] to the ECA on [insert date] in accordance with the
      invoice issued by the ECA on [-], a copy of which is enclosed herewith.

3.    We ask you to disburse 85 % of this amount being Euro [-] to account
      number [-] with [insert name of bank].

                                Yours faithfully


                    ----------------------------------------
                            authorised signatory for
                    Lucent Technologies Network Systems GmbH


                                    - 122 -
<PAGE>

                                   SCHEDULE 5
                                SELECTION NOTICE

APPLICABLE TO A LOAN UNDER THE EURO FACILITY

From: Western Wireless International d.o.o.

To:   IKB Deutsche Industriebank AG as Off Shore Facility Agent

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

1.    We refer to the Agreement. This is a Selection Notice. Terms defined in
      the Agreement have the same meaning in this Selection Notice unless given
      a different meaning in this Section Notice.

2.    We refer to the following Loan[s] under the Euro Facility with an Interest
      Period ending on [-].*

3.    We request that the next Interest Period for the above Loan[s] is [-].

4.    This Selection Notice is irrevocable.

                                Yours faithfully


                      -------------------------------------
                            authorised signatory for
                      Western Wireless International d.o.o.

*     Insert details of all Loans under the Euro Facility which have an Interest
      Period ending in the same date.


                                    - 123 -
<PAGE>

                                   SCHEDULE 6
                              CONDITIONS PRECEDENT

               CONDITIONS PRECEDENT TO INITIAL UTILISATION REQUEST

1.    BORROWER

      (a)   A copy of the constitutional documents of the Borrower.

      (b)   A copy of a resolution of the board of directors of the Borrower:

            (i)   approving the terms of, and the transactions contemplated by,
                  the Material Contracts to which it is a party and resolving
                  that it execute the Finance Documents to which it is a party;

            (ii)  authorising a specified person or persons to execute the
                  Finance Documents to which it is a party on its behalf; and

            (iii) authorising a specified person or persons, on its behalf, to
                  sign and/or despatch all documents and notices (including, if
                  relevant, any Utilisation Request and Selection Notice) to be
                  signed and/or despatched by it under or in connection with the
                  Finance Documents to which it is a party.

      (c)   A specimen of the signature of each person authorised by the
            resolution referred to in paragraph (b) above.

      (d)   A certificate of an authorised signatory of the Borrower certifying
            that all Material Contracts as at the date of the Agreement have
            been fully disclosed to the Off Shore Facility Agent and each copy
            document relating to it specified in this Schedule 6 is correct,
            complete and in full force and effect as at the date of this
            Agreement.

      (e)   Evidence that all accounts required to be open prior to the first
            Utilisation under the Agreement have been duly opened.

2.    SPONSORS AND SHAREHOLDERS

      (a)   A copy of the constitutional documents of each of the Sponsors.

      (b)   A copy of a resolution of the board of directors of each of the
            Sponsors:

            (i)   approving the terms of, and the transactions contemplated by,
                  the Material Contracts to which it is a party and resolving
                  that it execute the Finance Documents to which it is a party;

            (ii)  authorising a specified person or persons to execute the
                  Finance Documents to which it is a party on its behalf; and

            (iii) authorising a specified person or persons, on its behalf, to
                  sign and/or despatch all documents and notices to be signed
                  and/or despatched by it under or in connection with the
                  Finance Documents to which it is a party.

      (c)   A specimen of the signature of each person authorised by the
            resolution referred to in paragraph (b) above.


                                    - 124 -
<PAGE>

      (d)   A copy of a resolution of the Shareholders approving the terms of,
            and the transactions contemplated by, the Finance Documents to which
            the Borrower is a party.

3.    LEGAL OPINIONS

      (a)   Legal opinions of Clifford Chance, legal advisers to the Off Shore
            Facility Agent as to matters of German, New York and Luxembourg law,
            substantially in the form agreed with the Off Shore Facility Agent.

      (b)   A legal opinion of the in-house counsel to the Borrower, confirming
            that all Material Contracts are in full force and effect and create
            legal, valid and binding obligations of the parties thereto in the
            form agreed with the Off Shore Facility Agent.

      (c)   A legal opinion of Friedman Kaplan Seiler & Adelman LLP, legal
            advisers to the Sponsors, substantially in the form agreed between
            the Off Shore Facility Agent and the Sponsors.

      (d)   A legal opinion of Selih, Selih, Janezic & Jarcovic, Ljubljana,
            the local legal advisers to the Off Shore Facility Agent,
            substantially in the form agreed with the Off Shore Facility Agent.

      (e)   Legal opinions in form and substance satisfactory to the Off Shore
            Facility Agent addressing the matters set forth in clause 3(f) of
            the Lucent Loan Agreement.

      (f)   Legal opinions in form and substance satisfactory to the Off Shore
            Facility Agent confirming that the direct agreement between the
            Equipment Vendor and the Off Shore Facility Agent and the guarantee
            and undertaking agreement between Lucent Technologies Inc. and the
            Off Shore Facility Agent are in full force and effect and create
            legal, valid and binding obligations on the parties thereto.

4.    OTHER DOCUMENTS AND EVIDENCE

      (a)   A confirmation from the process agent of each of the Borrower, the
            Sponsors and the Shareholders, as applicable, in Germany, New York
            and England and Wales.

      (b)   A copy of any other Authorisation or other document, opinion or
            assurance which the Off Shore Facility Agent considers to be
            necessary or desirable (if it has notified the Borrower accordingly)
            in connection with the entry into and performance of the
            transactions contemplated by any Finance Document or for the
            validity and enforceability of any Finance Document.

      (c)   A copy of the Original Financial Statements of the Borrower.

      (d)   Evidence that the fees, costs and expenses then due from the
            Borrower pursuant to Clause 12 (Fees) and Clause 19 (Costs and
            expenses) have been paid or will be paid.

      (e)   Confirmation that the ECA has given its final approval to the
            provision of cover and the Off Shore Facility Agent being satisfied
            that the Finance Documents conform to the requirements thereof.


                                    - 125 -
<PAGE>

      (f)   Evidence that the conditions precedent relating to the Security
            Documents set out in Schedule 9 have been satisfied.

      (g)   Evidence that the Borrower holds the Licence which has been paid for
            in full by the Borrower in cash.

      (h)   A set of ten (10) Bills of Exchange duly signed by the Borrower and
            with the date of issue inserted but otherwise left blank together
            with a duly notarised and apostilled power of attorney.

      (i)   Evidence of the satisfactory completion of the due diligence
            including all consultant reports.

      (j)   A copy of each Material Contract (other than the international
            roaming contracts and contracts in respect of leasing of lines) and
            evidence of due execution thereof.

      (k)   A copy of the Initial Business Plan and the Updated Business Plan to
            be delivered by the Borrower.

      (l)   A copy of the Hedging Letter and Hedging Agreement and, in each
            case, evidence of due execution thereof.

      (m)   A copy of the Market Study to be delivered by the Borrower.

      (n)   A copy of an initial report of the Independent Technical Consultant
            issued in the form set out in Schedule 19 (Initial report of
            Independent Technical Consultant).

      (o)   A confirmation in writing from the Equipment Vendor in the form set
            out in Schedule 12 (Confirmation from the Equipment Vendor).

      (p)   A letter of comfort from the Government in the form agreed with the
            Off Shore Facility Agent.

      (q)   A confirmation in writing substantially in the form set out in
            Schedule 8 (Form of letter of confirmation) from each of MIBO
            Kommunikacije d.o.o., Reime NIS AS and Lehmer d.o.o. to the Off
            Shore Facility Agent.

      (r)   Evidence that this Agreement and the Debt Service Reserve Account
            and any other offshore bank accounts of the Borrower have been
            reported to Banka Slovenije.

      (s)   Duly notarised and apostiled powers of attorney from each of the
            Finance Parties (other than the SIT Facility Banks);.

      (t)   A letter, in the form agreed, from Western Wireless Corporation
            addressed to the Off Shore Facility Agent on behalf of the Banks in
            relation to the ownership and funding of certain companies within
            the Western Wireless Group.

      (u)   Evidence of a deposit, in an amount not less than SIT 320,000,000 or
            its equivalent as determined by the On Shore Facility Agent for the
            account of Nova Ljubljanska banka d.d., Ljubljana as applied or
            reduced in accordance with a SIT Facility syndication agreement to
            be agreed between the Borrower, the Sponsors and the On Shore
            Facility Agent.


                                    - 126 -
<PAGE>

      (v)   A copy of the direct agreement between the Equipment Vendor and the
            Off Shore Facility Agent and evidence of due execution thereof.

      (w)   Evidence that at least ten (10) Business Days prior to the proposed
            first Utilisation Date Existing WWIC Loans have been converted into
            Sponsor Contributions, in an amount equivalent to Euro 18,500,000
            and Sponsors Unsecured Loans, in an amount equivalent to Euro
            1,561,318.60 and in each case that the Existing WWIC Loans in
            respect of such amounts are cancelled.

      (x)   A copy of the guarantee and undertaking agreement between Lucent
            Technologies Inc. and the Off Shore Facility Agent and evidence of
            due execution thereof.

      (y)   Audit report from PriceWaterhouseCoopers, Slovenia in relation to
            Capital Contributions, in the form agreed with the Off Shore
            Facility Agent.

      (z)   A copy of the comfort letter from Western Wireless Corporation in
            the form agreed with the Off Shore Facility Agent and evidence of
            due execution thereof.

      (aa)  The form of agreed bill of exchange to be used by the Borrower in
            accordance with Clause 24.38 (Bills of Exchange and Security
            Deposits) and included in the Agreement as Schedule 16.

      (bb)  Evidence that the conditions set forth in clause 3(e) and (g) of the
            Lucent Loan Agreement have been satisfied.

      (cc)  Evidence that all accounts of the Borrower other than those
            mentioned in Schedule 7 (Permitted Accounts) have been closed.


                                    - 127 -
<PAGE>

                                   SCHEDULE 7
                               PERMITTED ACCOUNTS

-     IKB International S.A., Luxembourg, Account Numbers: 66922 and 80601;

-     IKB Deutsche Industriebank AG, Account Number: 2012894685

-     Nova Ljubljanska Banka d.d., Ljubljana, Account Number: 02922-0089881553,
      and all other accounts required to be opened in accordance with Clause 23;

-     Hypo Alpe-Adria-Bank d.d., Ljubljana, Account Number: 33000-8993618346;

-     Nova KBM d.d., Ljubljana, Account Number: 04302-0000348020 (This account
      is only permitted until 30 June 2002 and only on the condition that on the
      date of first Utilisation (a) there are no funds standing to the credit of
      this account or, should that not be permissible under the terms of the
      account, (b) there is not more than the minimum permissible amount under
      such terms standing to the credit of this account).


                                    - 128 -
<PAGE>

                                   SCHEDULE 8
                         FORM OF LETTER OF CONFIRMATION

From: [MIBO Kommunikacije d.o.o.] [Reime NIS AS] [Lehmer d.o.o.]

To:   IKB Deutsche Industriebank AG as Off Shore Facility Agent

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

1.    We refer to the Agreement. This is a letter of confirmation. Terms defined
      in the Agreement have the same meaning in this letter of confirmation
      unless given a different meaning in this letter of confirmation.

2.    We confirm that we have performed works or services in connection with
      [insert number of sites] sites details of which are listed in the schedule
      hereto (the "SITES") that:

      (a)   we have received payment in full in respect of the works and
            services performed by us on or in connection with [insert number of
            sites] Sites the details of such works and services and amounts paid
            are set out in the schedule ; [and]

      (b)   [we have received site acceptance certificates from the Borrower in
            respect of [insert number of sites] Sites the details of which are
            set out in the schedule; and]*

      (c)   [title to the works performed by us on [insert number of sites]
            Sites has passed to the Borrower the details of which are set out in
            the schedule]*,

      in accordance with the terms of the agreement entered into between us and
      the Borrower.

3.    We confirm that we have no liens in connection with any of the works or
      services performed by us on or in connection with the Sites, whether
      arising by operation of law or otherwise.

                                Yours faithfully


           ----------------------------------------------------------
                            authorised signatory for
           [MIBO Kommunikacije d.o.o.] [Reime NIS AS] [Lehmer d.o.o.]

*     To be included only in respect of the agreements entered into with MIBO
      Kommunikacije d.o.o. and Lehmer d.o.o.


                                    - 129 -
<PAGE>

                                  THE SCHEDULE
<TABLE>
<CAPTION>
              SITES FOR WHICH OR IN CONNECTION WITH WHICH WORKS AND SERVICES HAVE BEEN PERFORMED

   Number       Address      Works or       Payment Received         Site acceptance         Transfer of Title to
                             Services                             Certificate from the           the Borrower
                            Performed                                   Borrower

                                             Yes          No       Yes (Date      No            Yes          No
                                           (in the                of Receipt)
                                          amount of)
<S>            <C>          <C>          <C>          <C>          <C>         <C>             <C>         <C>


          Total of [-] Sites              Total of    Total of     Total of    Total           Total of    Total of
                                          [-] Sites   [-] Sites    [-] Sites   of [-] Sites    [-] Sites   [-] Sites
</TABLE>


                                    - 130 -
<PAGE>

                                   SCHEDULE 9
       SECURITY DOCUMENTS - CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT

                                     GENERAL

<TABLE>
<CAPTION>
                                                   STEPS FOR PERFECTION
                                                   --------------------

                       CONDITION PRECEDENT TO DRAWDOWN                          CONDITION SUBSEQUENT
                       -------------------------------                          --------------------

<S>                                                                     <C>
-     Translation of Facility Agreement into the Slovenian
      language

-     Summary and Translation of Hedging Agreement into the
      Slovenian language

-     Certified copies of the extract of commercial register
      for Borrower, Shareholders, Senior Creditors

-     Legal opinion of Selih that all security documents                -     Once perfected an additional legal
      have been duly executed and are legal, valid and                        opinion of Selih that the security
      binding obligations                                                     documents create the security
                                                                              which they purport to create

-     Power of Attorney (for signing of all on shore
      securities agreements) of Senior Creditors authorising
      representative of the Off Shore Facility Agent to sign
      all on shore security documents plus complete all
      formalities necessary for the perfection of the pledge
      where applicable

-     Only for the Asset and Licence Pledge and Lease
      Contracts Assignment Agreement, Trade Mark Pledge
      Agreement and Share Pledge Agreement: Power of
      Attorney in the English language signed by each Senior
      Creditor, with a notarial confirmation of the
      authorisation of the person who signs on behalf of
      each Senior Creditor to sign on behalf of the
      particular Senior Creditor (Vertretungsbestatigung)
      and confirmation of its signature
      (Unterschriftenbeglaubigung) and apostilled,
      authorising Nina Selih/Rudi Selih to enter into
      notarial deeds in relation to all relevant security
      documents

-     Such other requirements as may be reasonably required
      to complete, register and perfect the Security
      Documents
</TABLE>

                           ON SHORE SECURITY DOCUMENTS

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

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


                                    - 131 -
<PAGE>

<TABLE>
<CAPTION>
    DOCUMENT        SECURED ASSETS                                    STEPS FOR PERFECTION
    --------        --------------         ---------------------------------------------------------------------------------
                                           CONDITION PRECEDENT TO DRAWDOWN                   CONDITION SUBSEQUENT
                                           -------------------------------          ----------------------------------------
<S>               <C>                      <C>                                      <C>
                                                                                    -    Within 9 months of signing of
                                                                                         the Facility Agreement, On
                                                                                         Shore Security Agent to check
                                                                                         conformity of Schedule 1 with
                                                                                         the lists issued by the court;
                                                                                         Nina Selih to give notice of
                                                                                         receipt of the list
                                           -    Application by Selih for
                                                registration of the Asset
                                                Pledge in respect of the
                                                Pledged Equipment with the
                                                competent court (depending on
                                                where each asset is located)

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

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


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

                                                                                    -    During the first 5 Months after
                                                                                         the date of signing of the
                                                                                         Facility Agreement provide to
                                                                                         the On Shore Security Agent 10
                                                                                         Business days after the end of
                                                                                         each Month a list with those of
                                                                                         the 41 sites for which a
                                                                                         building permit has been issued.

                                                                                    -    Within 5 months after the date
                                                                                         of signing of the Facility
                                                                                         Agreement execution of notarial
                                                                                         deed in respect of Pledged
                                                                                         Equipment II and any
                                                                                         Substitution Equipment, if
                                                                                         applicable

                                                                                    -    Within 5 months after signing
                                                                                         of the Facility Agreement
                                                                                         filing of application for
                                                                                         registration of Pledged
                                                                                         Equipment II and any
                                                                                         Substitution Equipment, if
                                                                                         applicable

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

                                                                                    -    Within 9 months of signing of
                                                                                         Facility Agreement, competent
                                                                                         court officer must take record
                                                                                         of the Pledged Equipment II,
                                                                                         make a list of pledged assets
                                                                                         per site and mark the pledged
                                                                                         assets by putting stickers on
                                                                                         them

                                                                                    -    Within 9 months of signing of
                                                                                         the Facility Agreement, On
                                                                                         Shore Security Agent to check
                                                                                         conformity of Schedule 2 with
                                                                                         the lists issued by the court;
                                                                                         Nina Selih to give notice of
                                                                                         receipt of the list

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


                                    - 132 -
<PAGE>

<TABLE>
<CAPTION>
    DOCUMENT        SECURED ASSETS                                    STEPS FOR PERFECTION
    --------        --------------         ---------------------------------------------------------------------------------
                                           CONDITION PRECEDENT TO DRAWDOWN                   CONDITION SUBSEQUENT
                                           -------------------------------          ----------------------------------------
<S>               <C>                      <C>                                      <C>
                                           -    Copy of application / bid           -    Within 1 month after issue of
                                                                                         licence enter into the
                                                                                         contractual pledge (as
                                                                                         attached as a Schedule to
                                                                                         Asset Pledge)

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

                  Leases                   -    Evidence of filing of the           -    Borrower to provide originals
                                                applications for the                     of consent letter from
                                                registration of the 41 lease             Landlords I, II and
                                                site agreements (except for              Substitution Landlords
                                                the 11 leases entered with               confirming the consent to the
                                                Elektro Slovenia and RTV)                conditional assignment as
                                                with the competent courts in             follows:
                                                accordance with clauses
                                                11.4(f) and 12.4(b) of the
                                                Asset and Licence Pledge and
                                                Lease Contracts Assignment;
                                                Agreement

                                                                                    -    Within 3 Months from the date
                                                                                         of signing of the Facility
                                                                                         Agreement consent letters
                                                                                         in respect of at least 15
                                                                                         sites,

                                                                                    -    Within 6 Months from the date
                                                                                         of signing of the Facility
                                                                                         Agreement consent letters
                                                                                         in respect of at least 30
                                                                                         sites; and

                                                                                    -    Within 9 Months from the date
                                                                                         of signing of the Facility
                                                                                         Agreement consent letters
                                                                                         in respect of all 41 sites
                                                                                         and a list of all original
                                                                                         consent letters

                                           -    Copies of Leases I and II and
                                                Substitution Lease (as
                                                applicable)
                                                                                    -    File for registration of
                                                                                         Substitution Leases
                                                                                         (applicable only in case
                                                                                         of substitution pledge)
                                                                                         and, where applicable,
                                                                                         provide the consent of the
                                                                                         relevant Substitution
                                                                                         Landlords to the
                                                                                         Substitution Assignment
                                                                                         within 9 Months from the
                                                                                         date of signing of the
                                                                                         Facility Agreement

                                                                                    -    Inform the On Shore Security
                                                                                         Agent immediately of
                                                                                         rejection of filed
                                                                                         applications for
                                                                                         registration of the
                                                                                         relevant leases in respect
                                                                                         of some of the 41 sites
                                                                                         (except for the 11 sites)
                                                                                         (eg where building permit
                                                                                         missing) after becoming
                                                                                         aware of such rejection
                                                                                         and of refilling of the
                                                                                         application

                                                                                    -    Within 9 Months from the date
                                                                                         of signing of the Facility
                                                                                         Agreement, register the
                                                                                         relevant leases in respect
                                                                                         of some of the 41 sites
                                                                                         (with the exception of the
                                                                                         11 sites) with the Land
                                                                                         Registers

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

                                           -    Execution of notarial deed in       -    Provide evidence of registration
                                                respect of pledged equipment             within 9 Months from the date of
                                                                                         signing of the Facility
                                                                                         Agreement
</TABLE>


                                    - 133 -
<PAGE>

<TABLE>
<CAPTION>
    DOCUMENT        SECURED ASSETS                                    STEPS FOR PERFECTION
    --------        --------------         ---------------------------------------------------------------------------------
                                           CONDITION PRECEDENT TO DRAWDOWN                   CONDITION SUBSEQUENT
                                           -------------------------------          ----------------------------------------
<S>               <C>                      <C>                                      <C>
                                           -    Submission to the competent
                                                court in Ljubljana of the
                                                application for the
                                                registration of the share
                                                pledge with the Register of
                                                Commercial Companies

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

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

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

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

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

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

SOFTWARE          Oracle Software          -    Execution of agreement
LICENSE           License Agreement
ASSIGNMENT
AGREEMENT
                                           -    Schedule 2 - Copy of Deed of
                                                Consent and Waiver

                                           -    Schedule 1 (Oracle License
                                                Agreement)

ASSIGNMENT OF     Receivables              -    Signing of agreement
RECEIVABLES AS
SECURITY AND
ASSIGNMENT OF
INSURANCE
POLICIES
AGREEMENT

                                           -    Borrower to provide Schedule
                                                1 complete information

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


                                    - 134 -
<PAGE>

<TABLE>
<CAPTION>
    DOCUMENT        SECURED ASSETS                                    STEPS FOR PERFECTION
    --------        --------------         ---------------------------------------------------------------------------------
                                           CONDITION PRECEDENT TO DRAWDOWN                   CONDITION SUBSEQUENT
                                           -------------------------------          ----------------------------------------
<S>               <C>                      <C>                                      <C>
                  Insurance                -    Copies of the insurance
                                                policies as required under
                                                the Facility Agreement

                                           -    Original vinculation
                                                certificates

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

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

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

                                           -    Acknowledgement by NLB and
                                                Hypo Alpe-Adria Bank

                                           -    Schedule 1 (account details)

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

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

                          OFF SHORE SECURITY DOCUMENTS

<TABLE>
<CAPTION>
    DOCUMENT        SECURED ASSETS                                    STEPS FOR PERFECTION
    --------        --------------         ---------------------------------------------------------------------------------
                                           CONDITION PRECEDENT TO DRAWDOWN                   CONDITION SUBSEQUENT
                                           -------------------------------          ----------------------------------------
<S>               <C>                      <C>                                      <C>
INTERCREDITOR                              -    Execution of the agreement
AGREEMENT

DELIVERY                                   -    Execution of the agreement
CONTRACT CLAIMS
AND ASSIGNMENT                             -    Execution and provision of
AGREEMENT                                       the Security Interest
                                                Provision Permission Agreement

SECURITY                                   -    Execution of the agreement
ASSIGNMENT OF                                   (in the form of a deed) and
RIGHTS UNDER A                                  evidence thereof
SUPPLY AND
LICENSE                                    -    Execution of the Deed of
AGREEMENT                                       Consent and Waiver and
                                                evidence thereof

                                           -    Give notice of assignment to
                                                Protek Flagship (UK) Ltd

SPONSOR CASH      Cash Collateral          -    Execution of the pledge
COLLATERAL        Account                       agreement
ACCOUNT PLEDGE
AGREEMENT                                  -    Acknowledgement by the
                                                Account Bank (IKB
                                                International S.A.)

                                           -    Required cash collateral to
                                                be paid into the account

DEBT SERVICE      Debt Service             -    Execution of the pledge             -    5 business days after first
RESERVE ACCOUNT   Reserve Account               agreement                                utilisation to be funded with
PLEDGE AGREEMENT                                                                         the DSRA-Required Balance
                                           -    Acknowledgement by the
                                                Account Bank (IKB
                                                International S.A.)
</TABLE>


                                    - 135 -
<PAGE>
<TABLE>
<CAPTION>
    DOCUMENT        SECURED ASSETS                                    STEPS FOR PERFECTION
    --------        --------------         ---------------------------------------------------------------------------------
                                           CONDITION PRECEDENT TO DRAWDOWN                   CONDITION SUBSEQUENT
                                           -------------------------------          ----------------------------------------
<S>               <C>                      <C>                                      <C>
PLEDGE                                     -    Execution of the pledge
AGREEMENT (NY)    Shares                        agreement;

                                           -    Delivery of all original
                                                certificated shares to the
                                                Secured Party;

                                           -    Delivery of a stock power
                                                endorsed in blank to the
                                                Secured Party; and

                                           -    The filing of a UCC-1
                                                Financing Statement
</TABLE>


                                    - 136 -
<PAGE>

                                   SCHEDULE 10
                          FORM OF TRANSFER CERTIFICATES

To:   [Off Shore Facility Agent [and On Shore Facility Agent]]

From: [The Existing Bank] (the "EXISTING BANK") and [The New Bank] (the "NEW
      BANK")

Dated:

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

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

2.    We refer to Clause 26.5 (Procedure for transfer):

      (a)   The Existing Bank and the New Bank agree to the Existing Bank
            transferring to the New Bank all or part of the Existing Bank's
            Commitment, rights and obligations referred to in the schedule
            hereto in accordance with Clause 26.5 (Procedure for transfer).

      (b)   The proposed Transfer Date is [-].

      (c)   The Facility Office and address, fax number and attention details
            for notices of the New Bank for the purposes of Clause 32.2
            (Addresses) are set out in the schedule hereto.

3.    The New Bank expressly acknowledges the limitations on the Existing Bank's
      obligations set out in paragraph (c) of Clause 26.4 (Limitation of
      responsibility of Existing Banks).

[4/5]. This Transfer Certificate may be executed in any number of counterparts
      and this has the same effect as if the signatures on the counterparts were
      on a single copy of this Transfer Certificate.

[5/6] The Existing Bank hereby transfers in favour of the New Bank [all] [ %] of
      its interest in the amount of Euro [-] in the following Security
      Documents:

      [NOTE: INSERT DESCRIPTION OF ALL RELEVANT SECURITY DOCUMENTS]

      In respect of the transfer relating to the interest in [SPECIFY RELEVANT
      MOVEABLE PROPERTY SUBJECT TO THE ASSET AND LICENCE PLEDGE AND LEASE
      CONTRACTS ASSIGNMENT AGREEMENT], the Existing Bank hereby assents to and
      permits the registration of such transfer in favour of the New Bank in
      relevant court register(s) in Slovenia.

      The New Bank may apply to the competent court registrar for the
      registration of the transfer from the Existing Bank to the New Bank in
      accordance with this Transfer Certificate.

[6/7] Save for the provisions of paragraph [5/6] above (which shall be governed
      by and construed in accordance with Slovenian law), this Transfer
      Certificate and the rights and obligations of the parties hereunder shall
      be governed by and construed in accordance with German law.


                                    - 137 -
<PAGE>

                                  THE SCHEDULE

               COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

                            [insert relevant details]

           [Facility Office address, fax number and attention details
                 for notices and account details for payments,]

[Existing Bank]                             [New Bank]


By:                                                By:

This Transfer Certificate is accepted by the Off Shore Facility Agent [and the
On Shore Facility Agent] and the Transfer Date is confirmed as [-].

[Off Shore Facility Agent]


By:

[On Shore Facility Agent]


By:


                                    - 138 -
<PAGE>

                                   SCHEDULE 11
                                    INSURANCE

The Borrower shall comply with the insurance policies in force at the date of
this Agreement and shall enter into, perform and execute the requirements of an
insurance schedule to be agreed between the Borrower and the Off Shore Facility
Agent (each acting in good faith) within two months from the date hereof, such
schedule shall replace this Schedule 11.


                                    - 139 -
<PAGE>

                                   SCHEDULE 12
                     CONFIRMATION FROM THE EQUIPMENT VENDOR

From: Lucent Technologies Network Systems GmbH

To:   IKB Deutsche Industriebank AG as Off Shore Facility Agent

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

1.    We refer to the Agreement. Terms defined in the Agreement have the same
      meaning in this confirmation unless given a different meaning in this
      confirmation.

2.    We hereby confirm that the Delivery Contract was concluded on [-] and
      amended on [-] and has come into force on [-] and is still in full force
      and effect, that all permissions necessary have been granted and that we
      have received a down payment in relation to 15 % of the Estimated Contract
      Value in an amount of Euro 9,082,245.40, which is evidenced by the
      enclosed bank receipts.

                                Yours faithfully


                    ----------------------------------------
                            authorised signatory for
                    Lucent Technologies Network Systems GmbH


                                    - 140 -
<PAGE>

                                   SCHEDULE 13
                           PROCESS AGENT CONFIRMATION

From: [Process Agent]

To:   IKB Deutsche Industriebank AG as Off Shore Facility Agent

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

1.    We refer to the Agreement. Terms defined in the Agreement have the same
      meaning in this process agent confirmation unless given a different
      meaning in this process agent confirmation.

2.    Pursuant to Clauses [-] the Agreement, the Borrower has irrevocably
      designated, appointed and empowered us, in the case of any court
      proceedings or legal actions in connection with the Agreement and the
      other Finance Documents to receive for and on behalf of the Borrower
      service of process in respect of such proceedings or legal actions.

3.    We hereby confirm that we irrevocably accept the appointment as German
      process agent upon the condition that we shall not be liable for any loss
      or delay in transit of any documents or for mutilation or errors in the
      transmission of any telecommunication and we agree that we will promptly
      forward any process documents served on the Borrower to the address of the
      Borrower set forth in the Agreement or such other address as the Borrower
      or the Off Shore Facility Agent may notify to us from time to time.

                                Yours faithfully


                    ----------------------------------------
                            authorised signatory for
                                 [Process Agent]


                                    - 141 -
<PAGE>

                                   SCHEDULE 14
                         COVENANT COMPLIANCE CERTIFICATE

To:   IKB Deutsche Industriebank AG as Off Shore Facility Agent

From: Western Wireless International d.o.o.

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

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

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

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

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

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

      (d)   the Population Coverage was [-];

      (e)   the Service Revenues were [-];

      (f)   EBITDA was [-] and the variance from the Initial Business Plan of
            [-] was [-];

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

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

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

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

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

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

3.    We confirm that as of the date hereof:


                                    - 142 -
<PAGE>

      (a)   no Potential Event of Default or Event of Default is continuing;(1)

      (b)   [no Cash Shortfall] [a Cash Shortfall] exists [in an amount equal to
            [-]].(2)

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

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


Signed:______________________________       ____________________________________
               Director                           Director

[insert applicable auditor certification language](3)


__________________________________
for and on behalf of
[name of auditors of the Borrower](4)

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

(2)   Include if Cash Shortfall exists.

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

(4)   Only applicable if the Covenant Compliance Certificate accompanies the
      audited financial statements and is to be signed by the auditors. To be
      agreed with the Borrower's auditors prior to signing the Agreement.


                                    - 143 -
<PAGE>

                                   SCHEDULE 15
                       PROJECT STATUS AND PROGRESS REPORT

To:   IKB Deutsche Industriebank AG as Off Shore Facility Agent

From: Western Wireless International d.o.o.

Dated:

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

1.    We refer to the Agreement. This is a Project Status and Progress Report.
      Terms defined in the Agreement have the same meaning in this Project
      Status and Progress Report unless given a different meaning herein.

2.    Set out below is:

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

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

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

      (4)   the information contained in the annex hereto;

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

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

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

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

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


                                    - 144 -
<PAGE>

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

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

Signed:______________________________       ____________________________________
          Chief Financial Officer                 Chief Technical Officer

I herewith confirm the accuracy of the statements made in respect of the items
mentioned under paragraphs 2(2) and 2(4) above.

Signed on:

                  ____________________________________
                  Independent Technical Consultant*

*     In respect of (i) any Project Status and Progress Report delivered in
      connection with any request for a change in the Applicable Margin
      according to Clause 9.1(b)(i)(2) (Calculation of floating rate interest
      under the ECA Facility) and Clause 9.2(b)(i)(2) (Calculation of floating
      rate interest under the Commercial Facility); or (ii) any Project Status
      and Progress Report delivered as at 31.12.2002, 31.12.2003 or 31.12.2004.


                                    - 145 -
<PAGE>

                                      ANNEX

1.    USAGE STATISTICS

      In respect of each of post pay and prepay subscribers:

1.1   Number of active subscribers reported as at the last day of the Quarter;

1.2   Number of churned subscribers (subscribers who no longer have the status
      of active subscriber) from the last day of the previous Quarter up until
      the last day of the Quarter;

1.3   Average minutes of use per subscriber for Mobile Originated (MO) and
      Mobile Terminated (MT) calls reported during the Quarter;

1.4   Number of Busy Hour Call Attempts (BHCA) per subscriber averaged over each
      Month during the Quarter;

1.5   Percentage of calls for fax during the Quarter;

1.6   Percentage of calls for data during the Quarter;

1.7   Average minutes of use for fax for MO and MT calls during the Quarter; and

1.8   Average minutes of use for data for MO and MT calls during the Quarter.

2.    PERFORMANCE AND QUALITY MEASUREMENT

      The following Network performance key performance indicators as measured
      on weekdays during busy hour and averaged over each Month during the
      Quarter:

2.1   Call Set-Up Success Rate;

2.2   Handover Success Rate;

2.3   Traffic Channel (TCH) blocking rate;

2.4   Standalone Dedicated Control Channel (SDDCH) blocking rate;

2.5   An interface blocking rate (point of interconnects, A interface and
      A(ter)); and

2.6   Overall network system drop call rate Base Station Subsystem (BSS) and
      Network Subsystem (NSS).

3.    INTELLIGENT NETWORK

      In respect of each prepay subscriber during the Quarter:

3.1   Number of recharge attempts split into recharge method (such as voucher,
      ATM and credit card);

3.2   Number of successful recharges of account; and

3.3   Percentage blocking (busy hour) or call gapping at SCP's INAP (Service
      Control Point's Intelligent Network Application Part) interface during
      each Month in the Quarter.


                                    - 146 -
<PAGE>

4.    VOICE MAIL USAGE

      In respect of each prepay and per postpay subscriber during the quarter:

4.1   Average length (in minutes) of voice mail messages deposits per day;

4.2   Average number of Voice Mails per day;

4.3   Average number voice mail retrievals per day;

4.4   Average length of Interactive Voice Response (IVR) sessions that do not
      lead to a voice mail retrieval or voice mail message per day.

5.    SHORT MESSAGE USAGE

      In respect of each prepay and per post pay subscriber:

5.1   Average busy Hour SMSs (Short Message Service) for MO and MT SMSs;

5.2   Average total SMSs per Quarter for the whole Network preferably broken
      down into:

      -     MO SMS;

      -     MT SMS;

      -     SIM Toolkit SMS OTA (Over The Air) originated;

      -     Voice mail notification; and

      -     Other (such as fleet messaging).

6.    GPRS USAGE

      Number of General Package Radio System (GPRS) subscribers measured in
      respect of the Quarter on the last day of the Quarter.

      Average number of kilo Bits for MO per GPRS subscriber per Quarter.

      Average number of kilo Bits for MT per GPRS subscriber per Quarter.

7.    CALL DETAILS

7.1   The total number of minutes per Quarter for incoming (to the Network)
      calls from:

      -     the Network (intra the Network);

      -     PSTN (Public Switch Telephone Network - fixed line);

      -     Other PLMN's (Public Land Mobile Networks); and

      -     International gateway (preferably broken down into Country or tariff
            area).

7.2   The total number of minutes during the Quarter for outgoing (from the
      Network) minutes to:

      -     the Network (intra the Network);


                                    - 147 -
<PAGE>

      -     PSTN (Public Switch Telephone Network - fixed line);

      -     Other PLMNs (Public Land Mobile Networks); and

      -     International gateway (preferably broken down into country or tariff
            area).

8.    INTERNATIONAL ROAMING SUBSCRIBERS

8.1   Total duration (in minutes) during the Quarter of incoming calls.

8.2   Total duration (in minutes) during the Quarter of outgoing calls to:

      -     the Network;

      -     PSTN;

      -     Other PLMNs; and

      -     International Gateway (preferably broken down into country or tariff
            area).

9.    NATIONAL ROAMING

      In respect of the Quarter:

9.1   Total Number of MO minutes;

9.2   Total Number of MT minutes;

9.3   Number of SMS MO; and

9.4   Number of SMS MT.


                                    - 148 -
<PAGE>

                                   SCHEDULE 16
                       FORM OF PERMITTED BILL OF EXCHANGE

                     To be agreed prior to first Utilisation


                                    - 149 -
<PAGE>

                                   SCHEDULE 17
                        POPULATION COVERAGE VERIFICATION

1.    DEFINITIONS

      "POPULATION COVERAGE" means coverage of the Slovenian population with the
      Borrower's own Network, unless otherwise indicated measured at a receive
      signal level of -100 dBm, as described below excluding any coverage
      derived from roaming agreements with other operators or the assistance of
      any other telecommunications system other than the Network. The total
      population number shall be calculated using recent substantive population
      density data issued or based on Slovenian national statistics bureau.

2.    POPULATION COVERAGE MEASUREMENT

2.1   The Borrower shall present soft and hard copies of maps showing the
      Population Coverage based on detailed maps of Slovenia, area coverage
      based on a receive signal strength of -85 dBm, -95 dBm and -100 dBm and
      recent substantive Slovenian population density data imported into a
      Geographic Information System (GIS) software tool to display coverage maps
      and calculate the Population Coverage as defined in paragraph 3.4 below.

2.2   The coverage areas shall be based on the receive signal strength of -100
      dBm and shall include the predicted Population Coverage for this area. The
      Borrower shall use the most recent substantive Slovenian population
      density data available on the market and the density of population
      distribution data shall be per one kilometre square grid (or denser)
      across the whole of the territory of Slovenia with a coordinate for each
      respective grid located in the most populated area within the one
      kilometre. Any further assumptions for this coverage shall be clearly
      stated.

2.3   EVIDENCE OF POPULATION COVERAGE

      The Borrower shall present to the Off Shore Facility Agent as soon as the
      same becomes available but in any event not later than 45 days after the
      respective date for the achievement of the Population Coverage covenant as
      indicated in Clause 22.2(b) (Population Coverage) or Clause 22.4
      (Confirmation by Independent Technical Consultant) together with the
      respective Covenant Compliance Certificate the following evidences for the
      achievement of the respective Population Coverage as stipulated in Clause
      22.2(b) (Population Coverage) or Clause 22.4 (Confirmation by Independent
      Technical Consultant), which shall be verified by the Independent
      Technical Consultant:

2.3.1 Detailed coverage maps showing the receive signal strength of -100 dBm and
      -95 dBm (best server) for its own GSM Network as well as the site
      locations, site references and central coordinates of population
      settlements.

2.3.2 Operation and Maintenance Centre (OMC) reports per site showing site names
      and cell status (on air, TRX (TRX - Transceiver or Transmitter Receiver)
      power levels, BCCH channels (Broadcast Control Channel)).

2.3.3 Drive tests' reports verifications of the Population Coverage as defined
      in paragraph 3.5 below.

2.4   By the measurement of the Population Coverage the Borrower shall not
      include coverage areas provided:

2.4.1 by any other network (such as for national roaming);


                                    - 150 -
<PAGE>

2.4.2 temporary sites that have been established less than four weeks or any
      temporary site which are intended to be removed within 12 weeks after the
      milestone date without establishing a permanent site that gives equivalent
      coverage; and

2.4.3 by use of any temporary signal booster such as high power amplifier used
      to distort coverage.

3.    VERIFICATION OF POPULATION COVERAGE

3.1   DRIVE TEST ROUTES AND TIMESCALES

      The Borrower shall present detailed data as defined in paragraph 2.3 above
      on the proposed coverage area maps of regions in Slovenia at the latest
      six weeks prior to any of the dates for achievement of a certain level of
      Population Coverage as indicated in Clause 22.2(b) (Population Coverage)
      or Clause 22.4 (Confirmation by Independent Technical Consultant). This
      shall be based on the Borrower's BTS (Base Transceiver Station) sites that
      are projected to be 'on air' on the respective date for achievement of the
      respective level of Population Coverage as indicated in Clause 22.2(b)
      (Population Coverage) or Clause 22.4 (Confirmation by Independent
      Technical Consultant).

      In order to verify the coverage areas, drive test routes shall be mutually
      agreed between the Borrower and the Independent Technical Consultant at
      the latest three weeks prior to the respective date for achievement of a
      certain level of Population Coverage as indicated in Clause 22.2(b)
      (Population Coverage) or Clause 22.4 (Confirmation by Independent
      Technical Consultant) in order to substantiate coverage areas. Sample
      routes shall focus on areas with minimal coverage (below -95dBm best
      server) shown on the coverage maps and just within the borders of
      contiguous areas of Population Coverage. The Independent Technical
      Consultant may accompany the Borrower whilst performing some of the tests.

3.2   DURATION OF DRIVE TESTING

3.2.1 Drive routes shall be limited to no more than 10 days duration in total
      per Population Coverage covenant as indicated in Clause 22.2(b)
      (Population Coverage) unless prolonged by repeat tests as described in
      paragraph 3.2.2 below.

3.2.2 However should EITHER

      a)    the drive test reports (the format of which is as described in
            paragraph 3.5 below) show; OR

      b)    during the performance of the drive test it is observed that

      one or more routes whereby there occurs several dropped calls or that the
      receive signal strength is indicated below -100 dBm for a distance of 400
      metres or more (or for more than a total of five percent of the total
      distance of any drive route), THEN the associated drive route test shall
      be repeated with a nearby route in an area with higher receive signal
      strength until these criteria have been fulfilled.

3.3   FINALISATION OF THE POPULATION COVERAGE CALCULATION

      The final coverage maps, if amended by the drive tests reports according
      to measured coverage, shall be mutually agreed between the Independent
      Technical Consultant and the Borrower for the relevant Population Coverage
      covenant. Should the receive signal strength be -100 dBm or better for the
      majority of the land area within the grid (as defined in paragraph 2.2
      above) and should the coordinate for the respective grid be also covered
      then the population number for this grid shall be considered to be
      covered.


                                    - 151 -
<PAGE>

3.4   TOOLS AND TEST EQUIPMENT REQUIRED BY THE BORROWER

      The Borrower shall use commercially available proven tools and test
      equipment to establish evidence of Population Coverage. The Borrower shall
      notify the Independent Technical Consultant prior to revising the proposed
      tools (as mentioned herein). Any replacement tool shall conform to the
      requirements as set out herein. The following Clauses describe these
      tools.

3.4.1 The Geographic Information System (GIS) software tool is an information
      system that is designed to work with data referenced by spatial or
      geographic coordinates. GIS is both a database system with specific
      capabilities for spatially referenced data, as well as a set of operations
      for analysis of the data. The GIS tool shall import detailed maps of
      Slovenia; statistical population density data and radio coverage plots in
      order to calculate the Population Coverage for all Slovenia. The
      calculation shall be made according to the methodology presented in
      paragraph 3.3. The proposed tools which will be used to perform this
      function are called Logica Odyssey and Arc View.

3.4.2 The drive test equipment and software is used in a suitable vehicle to
      analyse parameters of the uplink and downlink radio path between the
      mobile terminal and the BTS during idle mode, during call set-up and
      whilst in call mode. This should work with a laptop personal computer, a
      GPS (Global Positioning System) receiver with external antenna and a
      compatible Global System for Mobile Communication (GSM) (1800 band) mobile
      terminal equipped with the manufacturer's test software. The handset shall
      preferably use an externally mounted GSM antenna on the vehicle along with
      suitable in line loss pad between the GSM antenna and the unit to
      compensate for external antenna gain. The proposed tool which will be used
      to perform this function is called Agilent E7475A with a Sagem mobile
      handset equipped with test software.(5)

3.4.3 A post processing software tool should be used to perform detailed
      analysis of the data produced by the drive testing. This shall be
      presented in the form of statistics and detailed drive test maps showing
      the routes and drive test reports for each route as defined in paragraph
      3.5. The proposed tool which will be used to perform this function is
      called Actix Analyzer software version 4.1.

3.5   DRIVE TEST REPORTS

      For each route the Borrower shall prepare a report containing all relevant
      measured data. The report shall be made available in softcopy to the
      Independent Technical Consultant and the Off Shore Facility Agent.

      This report shall include a statistical summary of the field measurements
      (RXQUAL (Receive quality according to indicators reflecting the Bit Error
      Rate), RXLEV (Receive Signal level stated in dBm) distribution) and the
      plot of measured RXLEV and RXQUAL, as well as the location of call set-up
      failures and call drops on a map that shall also show the defined drive
      routes. RXQUAL and RXLEV shall be measured only whilst the mobile terminal
      is on a permanent call and not whilst in idle mode. The cell BCCH channel
      number shall also be detailed on the map.

      Actix                     UK company providing quality measurement and
                                analysis software to the mobile industry.
                                Headquartered in Hamlet House, 77 Fulham Palace
                                Road, Hammersmith, London.

(5)   Outside antenna gives more accurate and consistent results. Up to 10 dB
      variations can be introduced due to exact location of handset (such as on
      passenger seat or clipped to dashboard) which is affected by losses from
      surrounding such as body-loss.


                                    - 152 -
<PAGE>

       Agilent Technologies     US company formerly owned by Hewlett Packard
                                specialising in medical, test and communications
                                equipment and software. Headquartered in 395
                                Page Mill Road, PO Box 10395, Palo Alto,
                                California.

       ArcView GIS Software     ArcView is a mapping and GIS software tool for
                                the desktop PCs.

       Sagem                    French company specialising in communications,
                                defence electronics and mobile terminals.
                                Headquartered in Le Ponant de Paris, 27 rue
                                Leblanc, 75512 Paris.


                                    - 153 -
<PAGE>

                                   SCHEDULE 18
             INITIAL REPORT OF THE INDEPENDENT TECHNICAL CONSULTANT

To:   IKB Deutsche Industriebank AG as Off Shore Facility Agent

From: Independent Technical Consultant

Dated: [-]

Dear Sirs

                               FACILITY AGREEMENT
                           DATED [-] (THE "AGREEMENT")

1.    I refer to the Agreement. This is an initial report as referred to in
      point 4 (n) of Schedule 6 (Conditions Precedent). Terms defined in the
      Agreement have the same meaning in this initial report unless given a
      different meaning in this initial report.

2.    I certify that I have reviewed the information provided by the Borrower
      (attached hereto) and confirm, in all material respects (other than in
      relation to paragraph 2.1 below), the following.

2.1   As at [date], the:

      (a)   Population Coverage has reached 65%; and

      (b)   the number of Subscribers is 8,000.

2.2   The Network is operational, including Core Network elements [MSC (Mobile
      Switching Centre), HLR (Home Location Register), VLR (Visitor Location
      Register), AuC (Authentication Centre)], Value Added Services [Voice Mail
      System and Short Message Centre], Intelligent Network [prepay
      application], Base Station Subsystems [Transcoders, BSCs (Base Station
      Controllers) and BTSs (Base Station Transceiver)], OMCs [Operation and
      Maintenance Centre] and, as at the date mentioned in paragraph 2.1 above,
      [-] base stations are on air.

2.3   That other supporting systems for the operation of the Network are in
      place, including customer care, billing centre, critical IT infrastructure
      [_______________________________________________________________], power
      systems, and building control systems.

2.4   The National Roaming Agreement with Mobitel dated 9 November 2001 is in
      full force and effect.

I confirm that the information provided by the Borrower is sufficient to make
the confirmations set out in paragraphs 2.1 to 2.4 above.

                                Yours faithfully


                     _______________________________________
                        Independent Technical Consultant


                                    - 154 -
<PAGE>

                      SIGNATORIES TO THE FACILITY AGREEMENT

THE BORROWER
WESTERN WIRELESS INTERNATIONAL D.O.O.


By:               JULIEN COUSTAURY
                  Name: Julien Coustaury             Name:
                  Title: General Director            Title:

Address:          Brnciceva ulica 49, 1231 Ljubljana, Slovenia
Telephone:        +386 1 5801 200
Fax:              +386 1 5801 109
Attention of:     Steven Fast

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

IKB DEUTSCHE INDUSTRIEBANK AG


By:               STEFAN ORTSEIFEN                   JAN-HENRIK RUFER
                  Name:  Stefan Ortseifen            Name: Jan-Henrik Rufer
                  Title: Member of the               Title: Assistant Director
                         Board of Directors

Address:          Wilhelm-Botzkes-Stra(beta)e 1, 40474 Dusseldorf, Germany
Telephone:        +49 211 8221 4887 or +49 211 8221 4730
Fax:              +49 211 8221 2887 or +49 211 8221 2730
Attention of:     Martina Messing or Andreas Nestel

LEAD ARRANGER AND ORIGINAL EURO FACILITY BANK
KREDITANSTALT FUR WIEDERAUFBAU


By:               REINER PROVE
                  Name:  Reiner Proeve               Name:
                  Title: Senior Project Manger       Title:

Address:          Palmengartenstr(beta)e 5-9, 60325 Frankfurt am Main, Germany
Telephone:        +49 69 7431 3927
Fax:              +49 69 7431 2258
Attention of:     Reiner Prove
<PAGE>

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


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

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

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

NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA


By:               MATEVZ PIRNAT
                  Name: Matevz Pirnat                Name:
                  Title: SVP and Resident            Title:
                         Representative

Address:          Smartinska 130, SI - 1520 Ljubljana, Slovenia
Telephone:        +386 1 520 7273
Fax:              +386 1 425 60 02
Attention of:     Ms. Jasna Istenie or Mr. Bostjan Kovae

CO-ARRANGER AND ORIGINAL EURO FACILITY BANK
LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE


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

Address:          Martensdamm 6, 24103 Kiel, Germany
Telephone:        +431 900 1572
Fax:              +431 900 2744
Attention of:     Klaus-Volker Lenk


                                    - 156 -
<PAGE>

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


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

Address:          Stock im Eisen-Platz 3, 1010 Wien, Austria
Telephone:        +43 1 512 8266
Fax:              +43 1 512 8266 6990
Attention of:     International Finance

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


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

Address:          Trg Osvobodilne fronte 12
                  PO Box 1601, SI - 1001 Ljubljana, Slovenia
Telephone:        +386 1 300 4400
Fax:              +386 1 300 4401
Attention of:     Mr. Harald Brunner