10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)
[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2003

Or

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission File Number 000-28160

WESTERN WIRELESS CORPORATION

(Exact name of registrant as specified in its charter)

Washington	91-1638901
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
3650 131st Avenue S.E.
Bellevue, Washington	98006
(Address of principal executive offices)	(Zip Code)

(425) 586-8700

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [  ]

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title	Shares Outstanding as of November 3, 2003
Class A Common Stock, no par value		84,623,846
Class B Common Stock, no par value		6,792,721

1

TABLE OF CONTENTS

		Condensed Consolidated Balance Sheets
		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
		Condensed Consolidated Statements of Cash Flows
		Notes to Condensed Consolidated Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II - OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 3. Defaults upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports On Form 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.39
EXHIBIT 10.40
EXHIBIT 12.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

Western Wireless Corporation
Form 10-Q
For the Quarter Ended September 30, 2003

Table of Contents

			Page
PART I - FINANCIAL INFORMATION
	Item 1. Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002		3
		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2003 and 2002		4
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002		5
		Notes to Condensed Consolidated Financial Statements		6
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
	Item 3. Quantitative and Qualitative Disclosures about Market Risk			35
	Item 4. Controls and Procedures			37
PART II - OTHER INFORMATION
	Item 1. Legal Proceedings			38
	Item 2. Changes in Securities and Use of Proceeds			38
	Item 3. Defaults Upon Senior Securities			38
	Item 4. Submission of Matters to a Vote of Security Holders			38
	Item 5. Other Information			38
	Item 6. Exhibits and Reports on Form 8-K			38
	Signatures			40
	Exhibit Index			41

2

WESTERN WIRELESS CORPORATION
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)

					September 30,			December 31,
					2003			2002
ASSETS
Current assets:
	Cash and cash equivalents				$	111,819		$	62,429
		Accounts receivable, net of allowance for doubtful accounts of $28,477 and $22,059, respectively				202,225			159,976
	Inventory					18,815			24,461
	Marketable securities					12,458			10,270
	Prepaid expenses and other current assets					23,877			43,078
				Total current assets		369,194			300,214
Property and equipment, net of accumulated depreciation of $908,692 and $739,437, respectively						821,448			855,595
Licensing costs and other intangible assets, net of accumulated amortization of $23,718 and $23,838, respectively						1,160,078			1,163,399
Investments in and advances to unconsolidated affiliates						8,226			41,284
Other assets						21,658			38,484
					$	2,380,604		$	2,398,976
LIABILITIES AND NET CAPITAL DEFICIENCY
Current liabilities:
	Accounts payable				$	78,206		$	59,363
	Accrued liabilities and other					192,060			176,783
	Construction accounts payable					25,578			30,543
	Current portion of long-term debt					46,137			144,196
				Total current liabilities		341,981			410,885
Long-term liabilities:
	Long-term debt, net of current portion					2,330,552			2,321,955
	Deferred income taxes					140,036			120,687
	Other long-term liabilities					22,483			9,137
				Total long-term liabilities		2,493,071			2,451,779
Minority interests in consolidated subsidiaries						20,886			22,749
Commitments and contingencies (Note 4)
Net capital deficiency:
	Preferred stock, no par value, 50,000,000 shares authorized; no shares issued and outstanding
	Common stock, no par value, 300,000,000 shares authorized;
			Class A, 72,622,492 and 72,229,605 shares issued and outstanding, respectively;
			Class B, 6,792,721 and 6,774,724 shares issued and outstanding, respectively			671,719			669,072
	Deferred compensation					(140	)		(39	)
	Accumulated other comprehensive loss					(15,534	)		(26,513	)
	Deficit					(1,131,379	)		(1,128,957	)
				Total net capital deficiency		(475,334	)		(486,437	)
					$	2,380,604		$	2,398,976

See accompanying notes to condensed consolidated financial statements.

3

WESTERN WIRELESS CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Dollars in thousands, except per share data)
(Unaudited)

				Three months ended						Nine months ended
				September 30,						September 30,
				2003			2002			2003			2002
Revenues:
	Subscriber revenues			$	294,397		$	207,138		$	791,624		$	598,547
	Roamer revenues				73,365			69,799			199,633			194,854
	Fixed line revenues				13,686			14,257			43,377			41,256
	Equipment sales				16,174			13,300			42,450			39,504
	Other revenues				3,703			1,813			10,647			7,421
		Total revenues			401,325			306,307			1,087,731			881,582
Operating expenses:
	Cost of service (exclusive of depreciation and accretion included below)				109,501			93,019			308,982			271,201
	Cost of equipment sales				41,528			28,648			111,313			82,529
	General and administrative (exclusive of stock-based compensation of $0, ($5,450), $0 and ($5,450), respectively)				68,675			56,144			188,991			164,229
	Sales and marketing				52,249			43,720			150,564			128,474
	Depreciation, amortization and accretion				70,889			60,628			208,312			178,449
	Asset dispositions							(1,252	)		7,640			6,304
	Stock-based compensation, net							(5,450	)					(5,450	)
		Total operating expenses			342,842			275,457			975,802			825,736
Other income (expense):
	Interest and financing expense, net				(43,221	)		(38,844	)		(119,139	)		(116,853	)
	Equity in net income of unconsolidated affiliates, net of tax				904			1,917			1,549			4,405
	Gain on sale of Croatian joint venture										40,519
	Loss on extinguishment of debt				(21,220	)					(21,220	)
	Other, net				(3,356	)		(4,489	)		3,422			(2,853	)
		Total other expense			(66,893	)		(41,416	)		(94,869	)		(115,301	)
Minority interests in net loss of consolidated subsidiaries					153			1,472			4,196			7,297
Income (loss) from continuing operations before provision for income taxes and cumulative change in accounting principle					(8,257	)		(9,094	)		21,256			(52,158	)
Provision for income taxes					(10,212	)		(7,010	)		(21,447	)		(115,998	)
Loss from continuing operations before cumulative change in accounting principle					(18,469	)		(16,104	)		(191	)		(168,156	)
Discontinued operations								1,381						5,408
Cumulative change in accounting principle											(2,231	)
		Net loss		$	(18,469	)	$	(14,723	)	$	(2,422	)	$	(162,748	)
Basic and diluted loss per share:
	Continuing operations before cumulative change in accounting principle			$	(0.23	)	$	(0.20	)	$	(0.00	)	$	(2.13	)
	Discontinued operations							0.01						0.07
	Cumulative change in accounting principle										(0.03	)
Basic and diluted loss per share				$	(0.23	)	$	(0.19	)	$	(0.03	)	$	(2.06	)
Basic and diluted weighted average shares outstanding					79,313,000			78,969,000			79,266,000			78,950,000
Pro forma net loss assuming SFAS No. 143 is applied retroactively (see Note 2 – Long Lived Assets)				$	(18,469	)	$	(14,955	)	$	(191	)	$	(163,432	)
Comprehensive income (loss):
	Net loss			$	(18,469	)	$	(14,723	)	$	(2,422	)	$	(162,748	)
	Unrealized income (loss) on marketable securities:
		Reclassification adjustment			3,766						3,917
		Unrealized holding gain (loss)			548			(2,153	)		2,440			(4,906	)
			Net unrealized income (loss)		4,314			(2,153	)		6,357			(4,906	)
	Foreign currency translation				(148	)		1,640			800			8,406
	Unrealized gain (loss) on hedges				2,849			(4,344	)		3,822			(6,016	)
Total comprehensive income (loss)				$	(11,454	)	$	(19,580	)	$	8,557		$	(165,264	)

See accompanying notes to condensed consolidated financial statements.

4

WESTERN WIRELESS CORPORATION
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

				Nine months ended
				September 30,
				2003			2002
Operating activities:
	Net loss			$	(2,422	)	$	(162,748	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Discontinued operations						(5,408	)
		Gain on sale of Croatian joint venture			(40,519	)
		Cumulative change in accounting principle			2,231
		Realized loss on marketable securities			3,890
		Loss on extinguishment of debt			21,220
		Depreciation, amortization and accretion			211,166			181,399
		Deferred income taxes			19,349			114,101
		Asset dispositions			7,640			6,304
		Stock-based compensation, net						(5,450	)
		Equity in net income of unconsolidated affiliates, net of tax			(1,549	)		(4,405	)
		Minority interests in net loss of consolidated subsidiaries			(4,196	)		(7,297	)
		Adjustment of interest rate hedges to fair market value			(9,170	)		2,745
		Non cash interest			7,910			4,671
		Other, net			5,700			2,556
		Changes in operating assets and liabilities			21,609			(9,423	)
			Net cash provided by operating activities		242,859			117,045
Investing activities:
	Purchase of property and equipment				(147,656	)		(220,458	)
	Additions to licensing costs and other intangible assets				(5,497	)		(15,431	)
	Proceeds from sale of Croatian joint venture				69,630
	Proceeds from asset dispositions				22,800			5,102
	Slovenian Credit Facility collateralization				(522	)		(18,655	)
	Other, net				1,815			(858	)
		Net cash used in investing activities			(59,430	)		(250,300	)
Financing activities:
	Additions to long-term debt				739,504			171,117
	Repayment of long-term debt				(840,225	)		(51,877	)
	Deferred financing costs				(28,155	)
	Premium on extinguishment of debt				(10,133	)
	Other, net				877			1,323
		Net cash (used in) provided by financing activities			(138,132	)		120,563
Effect of exchange rate changes on cash					4,093			1,731
Change in cash and cash equivalents					49,390			(10,961	)
Cash and cash equivalents, beginning of period					62,429			45,083
Cash and cash equivalents, end of period				$	111,819		$	34,122

See accompanying notes to condensed consolidated financial statements.

5

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Organization:

     Western Wireless Corporation (“Western Wireless,” “the Company,” “we,” “our” and “us”) provides wireless communications services in the United States principally through the ownership and operation of cellular systems. We provide cellular operations primarily in rural areas in 19 western states under the CellularONE^® and Western Wireless^® brand names.

     The Company owns approximately 98% of Western Wireless International Holding Corporation (“WWI”) which, through consolidated subsidiaries and equity investments, is a provider of wireless and other communications services worldwide.

     The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) that permit reduced disclosures for interim periods. The condensed consolidated balance sheet as of December 31, 2002, has been derived from audited financial statements. The unaudited interim condensed consolidated financial statements dated September 30, 2003 and 2002, are presented herein, and reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Results of operations for interim periods presented herein are not necessarily indicative of results of operations for the entire year. For further information, refer to our annual audited financial statements and footnotes thereto contained in the Company’s Form 10-K for the year ended December 31, 2002.

2. Summary of Significant Accounting Policies:

Supplemental Cash Flow Disclosure:

     Cash paid for interest was $126.7 million and $113.2 million for the nine months ended September 30, 2003 and 2002, respectively. Cash paid for taxes was $2.1 million and $1.9 million for the nine months ended September 30, 2003 and 2002, respectively.

Reclassifications:

     Certain amounts in prior years’ financial statements have been reclassified to conform to the 2003 presentation.

Principles of Consolidation:

     The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its affiliate investments in which we have a greater than 50% interest. All affiliate investments in which we have a non-controlling interest, but have significant influence, are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated. As of September 30, 2003, we consolidate six of WWI’s operating entities: Slovenia, Austria, Ireland, Bolivia, Haiti and Ghana.

     U.S. headquarter functions of WWI and majority owned European, South American and Caribbean consolidated subsidiaries are recorded as of the date of the financial statements. Our consolidated Ghanaian entity and entities accounted for using the equity method are presented on a one-quarter lag. We believe presenting financial information on a one-quarter lag for certain entities is necessary to provide adequate time to convert the results into United States generally accepted accounting principles (“GAAP”) and ensure quality and accurate information to the users of our financial statements.

6

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

Revenue Recognition:

     Beginning in the third quarter of 2003, we are including in our subscriber revenues amounts collected from our customers for federal and state universal service fund assessments. The subsequent remittances to the universal service fund are recorded in general and administrative expenses. The amounts included in subscriber revenues and general and administrative expenses for the three and nine months ended September 30, 2003, were $6.7 million each. Because the amount was not material to our previously reported revenues, expenses or net income (loss), we have not changed prior periods.

Long-Lived Assets:

     On January 1, 2003, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations” (“SFAS No. 143”). This statement relates to the costs of closing facilities and removing assets. SFAS No. 143 requires entities to record the fair value of a legal liability for an asset retirement obligation (“ARO”) in the period it is incurred if a reasonable estimate of fair value can be made. This cost is initially capitalized and amortized over the remaining life of the underlying asset. Once the obligation is ultimately settled, any difference between the final cost and the recorded liability is recognized as a gain or loss. For us, an ARO includes those costs associated with removing component equipment that is subject to retirement from cell sites that reside upon leased property. As a result of adopting SFAS No. 143 on January 1, 2003, we recorded an ARO of $6.8 million and a non-cash cumulative change in accounting principle of $2.2 million representing accumulated accretion and depreciation through December 31, 2002. The accretion and depreciation expense for the three and nine months ended September 30, 2003 related to the adoption of SFAS No. 143 were $0.2 million and $0.7 million, respectively.

     The following pro forma amounts show the effect of the retroactive application of the change in accounting principle for the adoption of SFAS No. 143.

		Three months ended						Nine months ended						Year ended
		September 30,						September 30,						December 31,
		2003			2002			2003			2002			2002			2001			2000
		(Dollars in thousands, except per share data)
As reported:
	Net income (loss)	$	(18,469	)	$	(14,723	)	$	(2,422	)	$	(162,748	)	$	(185,681	)	$	(155,077	)	$	65,406
	Basic income (loss) per share	$	(0.23	)	$	(0.19	)	$	(0.03	)	$	(2.06	)	$	(2.35	)	$	(1.97	)	$	0.84
	Diluted income (loss) per share	$	(0.23	)	$	(0.19	)	$	(0.03	)	$	(2.06	)	$	(2.35	)	$	(1.97	)	$	0.81
Pro forma:
	Net income (loss)	$	(18,469	)	$	(14,955	)	$	(191	)	$	(163,432	)	$	(186,601	)	$	(155,631	)	$	65,204
	Basic income (loss) per share	$	(0.23	)	$	(0.19	)	$	0.00		$	(2.07	)	$	(2.36	)	$	(1.98	)	$	0.84
	Diluted income (loss) per share	$	(0.23	)	$	(0.19	)	$	0.00		$	(2.07	)	$	(2.36	)	$	(1.98	)	$	0.81

		At December 31,						At January 1,
		2002		2001		2000		2000
		(Dollars in thousands)
Pro forma:
	Asset retirement obligation	$	6,839	$	6,183	$	1,849	$	1,509

7

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

Indefinite Life Intangible Assets:

     Our domestic FCC licenses are considered to be indefinite life intangible assets under SFAS No. 142 “Goodwill and Other Intangible Assets” (“SFAS No. 142”). Under SFAS No. 142, indefinite life intangible assets are no longer amortized for book purposes but rather are assessed annually for impairment. During the third quarter of 2003, we completed our annual impairment assessment of our indefinite life intangible assets and determined that in the aggregate they continue not to be impaired. In our annual impairment assessment, fair value was determined using the discounted present value of expected future cash flows. Impairment must be assessed at least annually for these assets, or when indications of impairment exist. It is possible that future assessments could cause us to conclude that impairment indications exist. Accordingly, there are no assurances that future valuations will result in the conclusion that our domestic licenses are not impaired.

Derivative Financial Instruments:

     In February 2003, we entered into interest rate swaps with a total notional value of $296 million. The interest rate swaps were entered into as hedges of the fair value of $100 million of the 10½% Senior Subordinated Notes due June 2006 (the “2006 Notes”) and all of the 10½% Senior Subordinated Notes due 2007 (the “2007 Notes”). As a result of the early redemption of the 2006 and 2007 Notes in August 2003 (see Note 3), we cancelled the interest rate swaps and recognized a loss of $2.8 million at the cancellation date. The loss on cancellation is included in the $21.2 million loss on extinguishment of debt as presented in our condensed consolidated statements of operations and comprehensive income (loss).

Loss per Common Share:

     Loss per share is calculated using the weighted average number of shares of outstanding stock during the period. For loss periods, the options outstanding and assumed conversions of our 4.625% Convertible Subordinated Notes are anti-dilutive, thus basic and diluted loss per share are equal. Weighted average shares issuable upon the exercise of stock options, which were not included in the calculation because they were antidilutive, were 2,020,274 and 2,706,673 for the nine months ended September 30, 2003 and 2002, respectively, and 2,774,639 and 3,431,436 for the three months ended September 30, 2003 and 2002, respectively. Weighted average shares issuable upon the assumed conversion of our 4.625% Convertible Subordinated Notes, which were not included in the calculation because they were anti-dilutive, were 7,440,476 and 3,052,503 for the three and nine months ended September 30, 2003, respectively. Stock option exercises and the conversion of all or a portion of the 4.625% Convertible Subordinated Notes could potentially dilute earnings per share in the future.

Stock-Based Compensation Plans:

     In December 2002, we adopted the disclosure provisions of SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure” (“SFAS No. 148”), which amends SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”). As permitted under SFAS No. 148, we have elected to continue to follow the intrinsic value method under Accounting Principles Board (“APB”) No. 25, “Accounting for Stock Issued to Employees,” in accounting for our stock-based compensation plans.

8

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

     The following table illustrates the effect on our net loss and basic and diluted loss per share if we had applied the fair value recognition provisions of SFAS No. 123 to our stock-based compensation plans:

		Three months ended						Nine months ended
		September 30,						September 30,
		2003			2002			2003			2002
		(Dollars in thousands, except per share data)
Net loss:
	As reported	$	(18,469	)	$	(14,723	)	$	(2,422	)	$	(162,748	)
	Deduct: stock-based compensation expense determined under fair value based method for all awards		(1,417	)		(1,962	)		(3,971	)		(6,479	)
	Pro forma net loss	$	(19,886	)	$	(16,685	)	$	(6,393	)	$	(169,227	)
Basic and diluted loss per share:
	As reported	$	(0.23	)	$	(0.19	)	$	(0.03	)	$	(2.06	)
	Pro forma	$	(0.25	)	$	(0.21	)	$	(0.08	)	$	(2.14	)

     The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted average assumptions:

	2003			2002
Weighted average risk free interest rates		4.09	%		5.03	%
Expected dividend yield		0.0	%		0.0	%
Expected volatility		75.0	%		66.0	%
Expected lives (in years)		7.5			7.5

     The Black-Scholes option pricing model requires the input of highly subjective assumptions and does not necessarily provide a reliable measure of fair value.

Recently Issued Accounting Standards:

     In May 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 150 “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS No. 150”), which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances), many of which were previously classified as equity. SFAS No. 150 is effective for us for financial instruments entered into or modified after May 31, 2003 and for fiscal periods beginning after June 15, 2003 for existing financial instruments. On October 29, 2003, the FASB voted to defer the provisions of paragraphs 9 and 10 of SFAS No. 150 as they apply to mandatorily redeemable noncontrolling interests. We will evaluate the applicability of any changes to these provisions upon their reissuance. There was no impact to our financial position or results of operations as a result of adopting those provisions of SFAS No. 150 that remained in effect.

9

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

     In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”), which amends and clarifies the accounting guidance on derivative instruments and hedging activities that fall within the scope of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 also amends certain other existing pronouncements to provide more uniform reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 is effective for us on a prospective basis for contracts entered into or modified and for hedging relationships designated for fiscal periods beginning after June 30, 2003. We adopted the provisions of SFAS No. 149 effective July 1, 2003 on a prospective basis which had no material effect on our financial position or results of operations.

     In January 2003, the FASB issued Financial Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities” (“FIN No. 46”). The objective of FIN No. 46 is to improve financial reporting by companies involved with variable interest entities. Prior to FIN No. 46, a company generally included another entity in its consolidated financial statements only if that company controlled the entity through voting interests. FIN No. 46 requires a variable interest entity to be consolidated by a company if that company is either subject to a majority of the risk of loss from the variable interest entity’s activities, entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements of FIN No. 46 apply immediately to variable interest entities created after January 31, 2003. Certain disclosure requirements apply to all financial statements issued after January 31, 2003 regardless of when the variable interest entity was established. We adopted the provisions of FIN No. 46 effective January 31, 2003 for new or revised agreements and adopted the provisions of FIN No. 46 for existing agreements on July 1, 2003. In October 2003, certain provisions of FIN No. 46 were deferred by the FASB until December 31, 2003. The adoption of the effective provisions of FIN No. 46 had no material effect on our financial position or results of operations and we do not expect the adoption of the remaining provisions to have a material effect on our future financial position or results of operations.

     In October 2002, the FASB reached a consensus on Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (“EITF No. 00-21”). EITF No. 00-21 addresses arrangements with multiple deliverables specifying how the arrangement consideration should be measured, whether the arrangement should be divided into separate units of accounting and how the arrangement should be allocated among the separate units of accounting. EITF No. 00-21 is applicable to an arrangement in which some, but not all of its deliverables are within the scope of other existing higher-level authoritative literature that does not provide guidance with respect to determining separate units of accounting. EITF No. 00-21 indicates a need for Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB No. 101”), to be modified. EITF No. 00-21 is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. We adopted the provisions of EITF No. 00-21 effective July 1, 2003 on a prospective basis which had no material effect on our financial position or results of operations.

10

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

3. Long-Term Debt:

		September 30,			December 31,
		2003			2002
		(Dollars in thousands)
Credit Facility:
	Revolvers	$	525,000		$	700,000
	Term Loans		822,000			1,100,000
10½% Senior Subordinated Notes Due 2006						187,050
10½% Senior Subordinated Notes Due 2007						196,000
9.250% Senior Notes Due 2013			600,000
4.625% Convertible Subordinated Notes Due 2023			115,000
tele.ring Term Loan			204,165			151,976
Slovenian Credit Facility			64,090			71,391
Bolivian Bridge Loan			34,700			34,700
Other			11,734			25,034
			2,376,689			2,466,151
Less current portion			(46,137	)		(144,196	)
		$	2,330,552		$	2,321,955

     The aggregate amounts of principal maturities as of September 30, 2003, are as follows:

		(Dollars in thousands)
Three months ending December 31, 2003		$	36,293
Year ending December 31,
	2004		11,790
	2005		225,793
	2006		469,206
	2007		317,963
	2008		591,846
	Thereafter		723,798
		$	2,376,689

Credit Facility:

     In July 2003, we amended our credit facility with a consortium of lenders (as amended, the “Credit Facility”). As part of the amendment we reduced the commitment under one of our revolving credit lines by $150 million and made prepayments aggregating $400 million under the other revolving credit line and the term loans. After such reduction and prepayments our Credit Facility consists of (i) a $350 million term loan (“Term Loan A”); (ii) a $500 million term loan (“Term Loan B”); (iii) a $350 million revolving loan (“Revolver A”); and (iv) a $350 million revolving loan (“Revolver B”). The commitment reduction and each such prepayment was applied to the earliest maturities first. In addition, among other modifications, we modified certain quarterly financial covenants and included a new covenant requiring our domestic operations to maintain a minimum ratio of annualized operating cash flow to senior secured indebtedness. The amendment also requires us to make mandatory prepayments from excess cash flow and from certain proceeds of certain indebtedness. In 2004, based on current assumptions, we may be required to prepay between $55 million and $65 million of indebtedness under the Credit Facility from excess cash flow. The amendment further limits the amount we are permitted to invest in our international subsidiaries from January 1, 2003 to $100

11

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

million plus certain other amounts received, such as net proceeds from the sale or disposition of our interest in a foreign subsidiary. Our applicable margin under Revolver A, Revolver B and Term Loan A, based upon our leverage ratio, has been increased to a range of 1.625% to 2.25% for Eurodollar advances and 0.625% to 1.25% for prime rate advances. The applicable margin for Term Loan B increased to 3.25% for Eurodollar advances and 2.25% for prime rate advances.

10½% Senior Subordinated Notes Due 2006 and 2007:

     In August 2003, we elected to redeem the entire principal amount of the 2006 Notes and 2007 Notes together with accrued interest. The redemption price for the 2006 Notes was 101.75% and the redemption price for the 2007 Notes was 103.5%. We recorded a $16.9 million aggregate loss on the extinguishment of the 2006 and 2007 Notes and the cancellation of the related interest rate swaps in the third quarter of 2003.

9.250% Senior Notes Due 2013:

     In July 2003, we issued $600 million of 9.250% Senior Notes due 2013 (the “2013 Notes”) at par. Interest is payable semi-annually. We may redeem the 2013 Notes at our option at any time on or after July 15, 2008, in whole or from time to time in part, at specified redemption prices, plus accrued and unpaid interest. In addition, on or before July 15, 2008, we may redeem any of the 2013 Notes at our option at any time, in whole, or from time to time in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2013 Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2013 Notes being redeemed discounted to the date of redemption at a specified rate. In addition, on or before July 15, 2006, we may apply, at our option, certain proceeds from issuances of our capital stock and from transactions with affiliates and related persons to redeem up to 35% of the aggregate principal amount of the 2013 Notes at a redemption price equal to 109.250% of the principal amount of the 2013 Notes being redeemed, plus accrued and unpaid interest to but excluding the date fixed for redemption. The 2013 Notes contain certain covenants that, among other things, limit our ability to incur additional indebtedness, make certain asset dispositions, make restricted payments, issue capital stock of certain wholly-owned subsidiaries and enter into certain mergers, sales or combinations. The 2013 Notes are unsecured and will rank equally in right of payment to all existing and future senior unsecured obligations of ours. Additionally, the 2013 Notes will rank senior in right of payment to all existing and future subordinated debt, but are effectively subordinated in right of payment to all indebtedness and other liabilities of our subsidiaries.

4.625% Convertible Subordinated Notes Due 2023:

     In June 2003, we issued $115 million of 4.625% Convertible Subordinated Notes due 2023 (the “2023 Notes”) at par. Interest is payable semi-annually. The 2023 Notes are convertible into Class A common stock at a per share price of $15.456, subject to adjustment, at any time or, at our option, an equivalent amount of cash in lieu of shares of common stock. In addition, holders may require that we repurchase all or a portion of the 2023 Notes on June 15, 2013 and June 15, 2018 at par plus accrued interest payable in cash or Class A common stock, at our option. Between June 18, 2006 and June 18, 2010, we may redeem in whole or in part the 2023 Notes in cash at par plus accrued interest plus a make whole amount equal to the present value of the remaining scheduled interest payments through and including June 15, 2010, subject to the closing sales price of our common stock exceeding the conversion price by 150% for 20 trading days in any consecutive 30 day trading period immediately prior to notification of redemption. Between June 18, 2010 and June 18, 2013, we may redeem in cash at par plus accrued interest all or a portion of the 2023 Notes subject to the closing sales price of our common stock exceeding the conversion price by 125% for 20 trading days in any consecutive 30 day trading period immediately prior to notification of redemption. After June 18, 2013, the 2023 Notes are redeemable at par plus accrued interest. The 2023 Notes are subordinate in right of payment to the Credit Facility, the 2013 Notes and all indebtedness and other liabilities of our subsidiaries.

12

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

Slovenian Credit Facility:

     In April 2002, Western Wireless International d.o.o. (“Vega”) entered into a credit facility agreement with a consortium of banks to provide funding for the implementation and expansion of Vega’s network in Slovenia. In September 2003, the Slovenian credit facility was amended (as amended, the “Slovenian Credit Facility”). Under the terms of the Slovenian Credit Facility: (i) all undrawn commitments were cancelled and substantially all of Vega’s operating and financial covenants were eliminated; (ii) balances of $20.9 million from collateral accounts supporting the original loan and a $0.9 million refund of facility fees related to the undrawn commitments were utilized to pay down the principal balance; (iii) the applicable margin on EURIBOR advances has been increased to initial rates of 1.50% on certain EURIBOR advances and 3.50% on the remaining EURIBOR advances; and (iv) the repayment schedule for outstanding borrowings remained unchanged. Western Wireless International Corporation (“WWIC”), a subsidiary of WWI, has agreed to certain covenants, including an unconditional guarantee of the loan, an obligation to fund Vega’s cash shortfalls and restrictions which limit the ability of WWIC and its majority owned subsidiaries to incur indebtedness, grant security interests, dispose of majority owned subsidiaries and enter into guarantees. There are also certain financial covenants, relating to WWIC and its majority owned subsidiaries, including Minimum Consolidated Annualized EBITDA and Consolidated Tangible Net Worth. The amendment was deemed to be a significant modification under EITF Issue No. 96-19 “Debtor’s Accounting for a Modification or Exchange of Debt Instruments” and accordingly Vega wrote off all deferred financing costs associated with the original credit facility resulting in a loss on extinguishment of debt of $4.3 million for the three and nine months ended September 30, 2003. As of September 30, 2003, Vega had $64.1 million outstanding under the Slovenian Credit Facility.

Bolivian Bridge Loan:

     In October 2000, NuevaTel, S.A. (“NuevaTel”), a subsidiary of WWI, entered into a bridge loan facility (“Bolivian Bridge Loan”) to provide funding for the build-out and implementation of NuevaTel’s network in Bolivia. WWI has guaranteed its pro rata share (71.5%), based upon its ownership interest in NuevaTel, of the Bolivian Bridge Loan. The loan was originally scheduled to mature in its entirety in October 2002. Currently, the maturity date of the Bolivian Bridge Loan has been extended to November 28, 2003. In March 2003, the Overseas Private Investment Corporation (“OPIC”) approved a $50 million loan guarantee for the refinancing of the Bolivian Bridge Loan (“Bolivian Refinancing”). The terms of the Bolivian Refinancing have been substantially negotiated and we are currently working to satisfy conditions precedent to closing the refinancing. We expect, but there can be no assurance, that the Bolivian Bridge Loan will be refinanced in the fourth quarter of 2003 at which time WWIC will initially be required to provide $11.6 million as cash collateral for a letter of credit in favor of OPIC. Until the Bolivian Refinancing is finalized, we intend to seek additional extensions of the Bolivian Bridge Loan maturity date, but there can be no assurance that any necessary extension will be granted or that the Bolivian Refinancing will be consummated. As of September 30, 2003, the outstanding amount under the Bolivian Bridge Loan was $34.7 million and the facility was fully drawn.

4. Commitments and Contingencies:

Shelf Registration Statement:

     In September 2003, we filed a Form S-3 as a shelf registration statement (the “Shelf Registration Statement”) with the SEC. Under the Shelf Registration Statement, we may sell, from time to time, in one or more offerings, shares of our Class A common stock, shares of our preferred stock or debt securities in an aggregate amount of up to $300 million. On November 3, 2003, we completed a public offering of 12 million shares of our Class A common stock for net proceeds of approximately $228 million utilizing the Shelf Registration Statement. We intend to use the net proceeds for general corporate purposes, to fund working capital requirements, for making capital expenditures and for potential acquisitions. Pending the final application of the net proceeds to the uses described above, we have invested the net

13

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

proceeds in investment-grade, interest-bearing securities and have temporarily reduced the outstanding debt under Revolver A of the Credit Facility by $175 million.

     In September 2003, we fulfilled our obligation under the 2023 Notes by filing a shelf registration statement with the SEC to register the resale of the 2023 Notes and the shares of Class A common stock issuable upon their conversion. In addition, we fulfilled our obligation under the 2013 Notes by filing a shelf registration statement to exchange the 2013 Notes for substantially similar registered notes.

Ghana:

     Under the terms of the Ghana license, Western Telesystems Ghana Ltd. (“Westel”) was required to meet certain customer levels and build-out requirements by February 2002. Westel was unable to meet the required customer levels due to the inability of the regulator to provide spectrum and enforce interconnection with the incumbent telephone company, and all development has been stifled. The National Communication Authority of Ghana (“NCA”) has assessed a penalty claim of $71 million for not meeting these build-out requirements. Westel has contested this fine on the basis that the government and the NCA failed to deliver the key commitments of spectrum and interconnection and does not believe the enforcement of these penalties is probable, but there can be no assurance to that effect. WWC’s net investment in Westel at September 30, 2003 was approximately $4.9 million.

Haiti:

     In accordance with the Rights Agreements entered into in September 1998 by WWI with two of the shareholders of Communication Cellulaire d’ Haiti, S.A. (“COMCEL”), WWI’s Haitian subsidiary, these two minority shareholders have the right to elect that WWI purchase all of their shares at fair market value, as defined in the agreements, within the 30 day period after COMCEL’s issuance of its December 31, 2003 financial statements. Island Cellular LLC, a limited liability company organized under the laws of New York, and High Ridge Holdings, Inc., a Delaware corporation, own a 20% and 4% interest, respectively, in COMCEL at September 30, 2003. If WWI and the two shareholders cannot agree on a fair market valuation of COMCEL, all of the shares of COMCEL may be sold to a third party.

5. Acquisitions and Dispositions:

Hickory Tech Acquisition:

     In September 2003, we entered into a stock purchase agreement with HickoryTech Corporation (“HickoryTech”) to acquire for approximately $25 million all of the outstanding shares of common stock of Minnesota Southern Wireless Company, which owns the licenses and related assets for the Minnesota 10 rural service area and the Minneapolis/St. Paul Metro A-2 area, as well as the Mankato-Fairmont and Rochester-Austin-Albert Lea basic trading areas. The transaction is expected to close during the fourth quarter of 2003, subject to Federal Communications Commission (“FCC”) and other required approvals. The purchase price will be paid in the form of 1,038,927 shares of HickoryTech common stock we currently own and $12.8 million in cash. In the three and nine months ended September 30, 2003, we recognized a $3.8 million non-cash loss on the 1,038,927 shares of common stock to be delivered at closing, which is included in other, net in the condensed consolidated statements of operations and comprehensive income (loss). The loss represents the difference between amounts paid for the HickoryTech common stock and the market value of the common stock at the date of the stock purchase agreement.

Croatia Disposition:

     In October 1998, VIP-Net GSM d.o.o. (“VIP NET”) was formed as a joint venture between WWI, Mobilkom Austria (“Mobilkom”) and four other partners in Austria and Croatia. In June 2003, WWI sold its 19% minority ownership interest in VIP-Net to Mobilkom for $69.6 million in cash, which included repayment of a loan to WWI. Additionally,

14

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

Mobilkom assumed WWI’s portion of the guarantee of VIP-Net’s credit facility, which was secured by WWI’s shares of VIP-Net. This transaction resulted in a gain on sale of $40.5 million in the second quarter of 2003.

Arizona 6 Disposition:

     In May 2003, we signed a purchase agreement to sell the assets and license for our Arizona 6 Rural Service Area (“RSA”) for $22.8 million in cash. The sales price of this RSA reflected that future cash flows would be less than the carrying value of the license. Accordingly, we recorded an impairment related to this RSA during the first quarter of 2003 of $7.6 million, which is included in asset dispositions in our consolidated statement of operations and comprehensive income (loss). This transaction closed during the third quarter of 2003.

PCS Licenses Acquisition:

     In May 2003, we entered into an agreement with T-Mobile USA, Inc. (“TMO”) in which we are receiving certain domestic FCC licenses for a nominal amount of cash and have agreed to provide discounted GSM roaming services through 2013. In the third quarter of 2003, we completed buildout commitments and received FCC approval for the transfer of the first stage of the licenses. The acquired licenses and related microwave clearing costs were recorded at estimated fair value. We recorded deferred revenue associated with the acquisition, which will be amortized through 2013 with related GSM minutes of use.

     TMO is considered a related party by us as our Chairman of the Board, Director and Chief Executive Officer is also the Chairman of the Board and a Director of TMO. We expect the remainder of this transaction to be fully complete in the first quarter of 2004.

6. Segment Information:

     Our operations are overseen by domestic and international management teams, each reporting to the Chief Executive Officer of the Company. Domestically, we mainly provide cellular services in rural markets in the western United States. Our international operations consist mainly of consolidated subsidiaries and operating entities throughout the world providing predominately wireless services. Certain centralized back office costs and assets benefit all of our operations. These costs are allocated to both segments in a manner which reflects the relative time devoted to each of the segments. Adjusted EBITDA is the measure of profitability utilized by our Chief Operating Decision Maker and is presented herein in accordance with SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information.”

15

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

     The domestic cellular operations comprise the majority of our total revenues, expenses and total assets as presented in the table below:

		Domestic		International
		Operations		Operations		Consolidated
		(Dollars in thousands)
Three months ended September 30, 2003
	Total revenues	$	260,572	$	140,753	$	401,325
	Depreciation, amortization and accretion		53,506		17,383		70,889
	Interest and financing expense, net		28,801		14,420		43,221
	Adjusted EBITDA(1)		112,556		16,816		129,372
	Total capital expenditures		37,737		10,080		47,817
Nine months ended September 30, 2003
	Total revenues	$	721,826	$	365,905	$	1,087,731
	Depreciation, amortization and accretion		158,255		50,057		208,312
	Interest and financing expense, net		74,833		44,306		119,139
	Adjusted EBITDA(1)		315,448		12,433		327,881
	Total capital expenditures		102,042		45,614		147,656
At September 30, 2003
	Total assets	$	1,775,941	$	604,663	$	2,380,604

		Domestic		International
		Operations		Operations			Consolidated
		(Dollars in thousands)
Three months ended September 30, 2002
	Total revenues	$	228,476	$	77,831		$	306,307
	Depreciation, amortization and accretion		49,281		11,347			60,628
	Interest and financing expense, net		26,726		12,118			38,844
	Adjusted EBITDA(1)		93,672		(8,896	)		84,776
	Total capital expenditures		40,409		21,791			62,200
Nine months ended September 30, 2002
	Total revenues	$	662,344	$	219,238		$	881,582
	Depreciation, amortization and accretion		145,973		32,476			178,449
	Interest and financing expense, net		83,761		33,092			116,853
	Adjusted EBITDA(1)		270,528		(35,379	)		235,149
	Total capital expenditures		106,152		114,306			220,458
At September 30, 2002
	Total assets	$	1,810,532	$	567,211		$	2,377,743

⁽¹⁾ Adjusted EBITDA

     EBITDA is a non-GAAP financial measure generally defined as net income (loss) before interest, taxes, depreciation and amortization. However, the Company uses the non-GAAP financial measure “Adjusted EBITDA” which further excludes the following items: (i) accretion; (ii) asset dispositions; (iii) stock-based compensation, net; (iv) equity in net (income) loss of unconsolidated affiliates, net of tax and other, net; (v) (gain) loss on sale of joint venture; (vi) loss on extinguishment of debt; (vii) minority interests in net loss of consolidated subsidiaries; (viii) discontinued operations; and (ix) cumulative change in accounting principle. Each of the items excluded from Adjusted EBITDA referenced above is presented in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

16

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

     Other companies in the wireless industry may define Adjusted EBITDA in a different manner or present other varying financial measures, and, accordingly, the Company’s presentation may not be comparable to other similarly titled measures of other companies. The Company’s calculation of Adjusted EBITDA is also not directly comparable to EBIT (earnings before interest and taxes) or EBITDA.

     The Company views Adjusted EBITDA as an operating performance measure and as such, believes that the GAAP financial measure most directly comparable to Adjusted EBITDA is net income (loss). The Company has presented Adjusted EBITDA because this financial measure, in combination with other financial measures, is an integral part of the Company’s internal reporting system utilized by management to assess and evaluate the performance of its business. Adjusted EBITDA is also considered a significant performance measure. It is used by management as a measurement of the Company’s success in obtaining, retaining and servicing customers by reflecting the Company’s ability to generate subscriber revenue while providing a high level of customer service in a cost effective manner. The components of Adjusted EBITDA include the key revenue and expense items for which the Company’s operating managers are responsible and upon which the Company evaluates their performance.

     Adjusted EBITDA is consistent with certain financial measures used in the Company’s Credit Facility and the 2013 Notes. Such financial measures are key components of several negative covenants including, among others, the limitation on incurrence of indebtedness, the limitations on investments and acquisitions and the limitation on distributions and dividends.

     Adjusted EBITDA should not be construed as an alternative to net income (loss), as determined in accordance with GAAP, as an alternative to cash flows from operating activities, as determined in accordance with GAAP, or as a measure of liquidity. The Company believes Adjusted EBITDA is useful to investors as a means to evaluate the Company’s operating performance prior to financing costs, deferred tax charges, non-cash depreciation and amortization expense, and certain other non-cash charges. Although Adjusted EBITDA may be defined differently by other companies in the wireless industry, the Company believes that Adjusted EBITDA provides some commonality of measurement in analyzing operating performance of companies in the wireless industry.

17

Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)

     A reconciliation of Net Income (Loss) to Adjusted EBITDA is included in the following table:

			Three months ended September 30,
			2003									2002
			Domestic			International			Consolidated			Domestic			International			Consolidated
Net income (loss)			$	4,510		$	(22,979	)	$	(18,469	)	$	8,897		$	(23,620	)	$	(14,723	)
	Depreciation, amortization and accretion			53,506			17,383			70,889			49,281			11,347			60,628
	Asset dispositions												(1,252	)					(1,252	)
	Stock-based compensation, net															(5,450	)		(5,450	)
	Interest and financing expense, net			28,801			14,420			43,221			26,726			12,118			38,844
	Equity in net (income) loss of unconsolidated affiliates, net of tax and other, net			(675	)		3,127			2,452			3,697			(1,125	)		2,572
	(Gain) loss on sale of Croatian joint venture
	Loss on extinguishment of debt			16,910			4,310			21,220
	Minority interests in net loss of consolidated subsidiaries						(153	)		(153	)					(1,472	)		(1,472	)
	Provision for income taxes			9,504			708			10,212			6,323			687			7,010
	Discontinued operations															(1,381	)		(1,381	)
	Cumulative change in accounting principle
		Adjusted EBITDA	$	112,556		$	16,816		$	129,372		$	93,672		$	(8,896	)	$	84,776

			Nine months ended September 30,
			2003									2002
			Domestic			International			Consolidated			Domestic			International			Consolidated
Net income (loss)			$	40,725		$	(43,147	)	$	(2,422	)	$	(81,522	)	$	(81,226	)	$	(162,748	)
	Depreciation, amortization and accretion			158,255			50,057			208,312			145,973			32,476			178,449
	Asset dispositions			7,640						7,640			6,304						6,304
	Stock-based compensation, net															(5,450	)		(5,450	)
	Interest and financing expense, net			74,833			44,306			119,139			83,761			33,092			116,853
	Equity in net (income) loss of unconsolidated affiliates, net of tax and other, net			(5,027	)		56			(4,971	)		1,911			(3,463	)		(1,552	)
	(Gain) loss on sale of Croatian joint venture			1,574			(42,093	)		(40,519	)
	Loss on extinguishment of debt			16,910			4,310			21,220
	Minority interests in net loss of consolidated subsidiaries						(4,196	)		(4,196	)					(7,297	)		(7,297	)
	Provision for income taxes			19,349			2,098			21,447			114,101			1,897			115,998
	Discontinued operations															(5,408	)		(5,408	)
	Cumulative change in accounting principle			1,189			1,042			2,231
		Adjusted EBITDA	$	315,448		$	12,433		$	327,881		$	270,528		$	(35,379	)	$	235,149

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     Cautionary statement for purposes of the “Safe Harbor” provisions of the Private Litigation Reform Act of 1995. Statements contained herein that are not based on historical fact, including without limitation statements containing the words “believes,” “may,” “will,” “estimate,” “continue,” “anticipates,” “intends,” “expects” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions, nationally, internationally and in the regions and countries in which Western Wireless Corporation operates; demographic changes; technology changes; increased competition; changes in business strategy or development plans; the high leverage of the Company and our ability to access capital markets; the ability to attract and retain qualified personnel; existing governmental regulations and changes in, or the failure to comply with, governmental regulations, including wireless number portability; our ability to acquire and the cost of acquiring additional spectrum licenses; product liability and other claims asserted against the Company; and other factors included elsewhere in this report, in the Company’s filed public offering prospectuses or its reports filed with the Securities and Exchange Commission, including, without limitation, those described under the caption, “Risk Factors,” contained in our Form 10-K for the year ended December 31, 2002 and in our public offering prospectuses.

     Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.

     Unless the context requires otherwise, “Western Wireless,” “the Company,” “we,” “our” and “us” include us and our subsidiaries.

     The following discussion and analysis is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto and other financial information included herein and in our Form 10-K for the year ended December 31, 2002. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amount of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Estimates are used when accounting for certain items such as subscriber and roamer revenues, interconnect costs, incollect expense, allowance for doubtful accounts, long-lived assets, intangible assets, asset retirement obligations, investments in unconsolidated affiliates, stock-based compensation plans, income taxes and contingencies. We base our estimates on historical experience, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from our estimates due to changing conditions or the validity of our assumptions.

Overview

     We provide wireless communications services in 19 western states under the CELLULARONE® and Western Wireless® brand names principally through the ownership and operation of cellular wireless systems. The operations are primarily in rural areas due to our belief that there are certain strategic advantages to operating in these areas. We provide wireless services in 18 Metropolitan Service Areas (“MSA”) and 87 Rural Service Areas (“RSA”). Additionally, we own 10 MHz personal communication services (“PCS”) licenses for three Basic Trading Areas.

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     In the second quarter of 2003, we entered into Global System for Mobile Communications/General Packet Radio Service (“GSM/GPRS”) roaming agreements with Cingular Wireless (“Cingular”) and T-Mobile USA, Inc. (“TMO”) through 2008 and 2013, respectively. In July 2003, we entered into a GSM/GPRS roaming agreement with AT&T Wireless Services, Inc. (“AT&T”) through 2006 covering portions of 17 western states. We are building our GSM/GPRS network using existing 850 MHz spectrum as well as new 1900 MHz spectrum purchased from TMO.

     Historically, we have provided analog service to our customers and have deployed Time Division Multiple Access (“TDMA”) digital voice channels throughout our network to support our roaming partners. During 2001 we began deploying Code Division Multiple Access (“CDMA”) throughout our network, which allows us to economically expand the minutes of use (“MOU”) available to our customers and introduce a wide range of consumer-based wireless internet-related services. At September 30, 2003, approximately 60% of the population in our service territory had access to digital service.

     We own approximately 98% of Western Wireless International Holding Corporation (“WWI”). The balance is owned by the President of WWI who is also an Executive Vice President of the Company. WWI, through its consolidated subsidiaries and equity investments, is a provider of wireless communications services in eight countries. WWI owns controlling interests in six of these countries: Slovenia, Austria, Ireland, Bolivia, Haiti and Ghana. These six entities are consolidated into our financial results. Operations in Côte d’Ivoire and Georgia are accounted for using the equity method. In the fourth quarter of 2002, WWI sold its majority ownership interest in its Icelandic subsidiary and wrote off its investment in Côte d’Ivoire. In the second quarter of 2003, WWI sold its minority interest in its Croatian joint venture, VIP-Net GSM d.o.o. (“VIP-Net”). In the third quarter of 2003, we suspended operations in Côte d’Ivoire and we are unsure when we will be able to resume operations there.

     U.S. headquarter functions of WWI and majority owned European, South American and Caribbean consolidated subsidiaries are recorded as of the date of the financial statements. Our consolidated Ghanaian entity and entities accounted for using the equity method are presented on a one-quarter lag.

Results of Domestic Operations for the Three and Nine Months Ended September 30, 2003 and 2002

     We had 1,246,100 domestic subscribers at September 30, 2003. This represents an increase of 21,000 and 54,400 compared to June 30, 2003 and December 31, 2002, respectively. These increases are partially offset by the disposition of our Arizona 6 RSA in the third quarter of 2003, which had 6,100 subscribers. We had 1,176,100 domestic subscribers at September 30, 2002. This represented an increase of 10,800 and a decrease of 400 compared to June 30, 2002 and December 31, 2001, respectively.

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     The following table sets forth certain financial data as it relates to our domestic operations:

			Three months ended					Nine months ended
			September 30,					September 30,
			2003		2002			2003		2002
					(Dollars in thousands)
Revenues:
	Subscriber revenues		$	187,109	$	156,233		$	523,362	$	453,910
	Roamer revenues			61,107		61,500			163,990		173,351
	Equipment sales			11,793		10,322			32,257		31,210
	Other revenues			563		421			2,217		3,873
		Total revenues	$	260,572	$	228,476		$	721,826	$	662,344
Operating expenses:
	Cost of service		$	44,495	$	46,781		$	127,224	$	137,272
	Cost of equipment sales			24,110		19,771			65,239		57,503
	General and administrative			48,404		37,533			127,956		110,368
	Sales and marketing			31,007		30,719			85,959		86,673
	Depreciation, amortization and accretion			53,506		49,281			158,255		145,973
	Asset dispositions					(1,252	)		7,640		6,304
		Total operating expenses	$	201,522	$	182,833		$	572,273	$	544,093
Adjusted EBITDA			$	112,556	$	93,672		$	315,448	$	270,528

     For the definition of Adjusted EBITDA, and the reconciliation of Adjusted EBITDA, which is a non-GAAP financial measure, to net income (loss), the most directly comparable GAAP financial measure, see “Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA.” Adjusted EBITDA is the measure of profitability utilized by our Chief Operating Decision Maker and is presented herein in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 131 “Disclosures about Segments of an Enterprise and Related Information.”

     Beginning in the third quarter of 2003, we are including in our subscriber revenues amounts collected from our customers for federal and state universal service fund assessments. The subsequent remittances to the universal service fund are recorded in general and administrative expenses. The amounts included in subscriber revenues and general and administrative expenses for the three and nine months ended September 30, 2003, were $6.7 million each. The inclusion of these universal service fund amounts in our operating results is in response to a recent trend in the wireless industry supporting this practice. Because the amount was not material to our previously reported revenues, expenses or net income (loss), we have not changed prior periods.

Domestic Revenues

     The increase in subscriber revenues for the three and nine month periods ended September 30, 2003, compared to the same periods one year ago, was due partly to an increase in average revenue per unit (“ARPU” defined as subscriber revenues divided by average subscribers) and due partly to growth in subscribers. ARPU was $50.35 for the three months ended September 30, 2003, a $5.87, or 13.2%, increase from $44.48 for the three months ended September 30, 2002. ARPU was $47.59 for the nine months ended September 30, 2003, a $4.71, or 11.0%, increase from $42.88 for the nine months ended September 30, 2002. The increase in ARPU is due to many factors including: (i) the receipt of federal universal service fund payments as an Eligible Telecommunications Carrier for certain of our traditional mobile services customers, which contributed $2.10 and $2.04 to the increase in ARPU for the three and nine months ended September 30, 2003, respectively; (ii) the inclusion in subscriber revenue amounts collected from customers for federal and state universal service fund assessments, which contributed $1.80 and $0.61 to the increase in ARPU for the three and nine months ended September 30, 2003, respectively; and (iii) a charge of $0.97 per month

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to our subscribers beginning in May 2003, to recover the cost of certain unfunded government mandates such as wireless number portability and enhanced E911. In addition, we continue to focus on attracting and retaining customers with rate plans that provide more features and included minutes at a higher average recurring access charge. We expect these combined factors will result in higher ARPU in 2003 as compared to 2002. We expect to continue to receive universal fund payments for certain mobile subscribers who reside in areas for which we are eligible to receive such payments, but we can provide no long-term assurances that federal universal service fund payments will continue at the current level, if at all.

     Roamer revenue was flat for the three month period ended September 30, 2003 and decreased for the nine month period ended September 30, 2003, compared to the same periods a year ago. The decrease in roamer revenue was primarily due to a scheduled rate decrease with AT&T partially offset by an increase in roaming traffic on our network. The increase in roaming traffic is mainly due to increased volume resulting from new contracts signed in 2002 with Verizon Wireless Corporation and Cingular. We launched GSM roaming services in certain markets on September 30, 2003 and GSM roaming revenue for the third quarter of 2003 was insignificant. We expect roamer revenue to decrease slightly in 2003 compared to 2002 due to certain year-over-year contractual rate decreases partially offset by volume increases from our roamer partners.

     Equipment sales increased for both the three and nine month periods ended September 30, 2003 compared to the same periods in 2002. These increases were due to an increase in the number of handsets sold partially offset by a decrease in the average revenue per handset sold. The decrease in the average revenue per handset sold is mainly the result of lower promotional pricing for subscribers who enter into a two year contract. We expect to continue to offer promotional handset pricing to subscribers who enter into two year contracts.

Domestic Operating Expenses

     The decrease in cost of service for the three and nine month periods ended September 30, 2003, compared to the same periods one year ago, was due primarily to a decrease in interconnection costs. In addition, we experienced decreased off-network roaming costs for our customers as a result of lower contractual rates contained in our new roaming agreements. These savings were partially offset by increased costs associated with supporting growth in the number of subscriber and roamer minutes of use (“MOU”). Domestic cost of service per MOU decreased to $0.021 per MOU for the three months ended September 30, 2003 and $0.022 per MOU for the nine months ended September 30, 2003, compared to $0.030 per MOU for the three months ended September 30, 2002 and $0.032 per MOU for the nine months ended September 30, 2002. The decrease in domestic cost of service per MOU was due mainly to lower interconnect rates and the decrease in off-network roaming costs as discussed above. In addition, we continued to see decreases in the fixed cost components of cost of service on a per minute basis. We expect cost of service dollars to increase in future quarters as a result of: (i) a growing subscriber base; (ii) an increase in other carriers’ customers roaming on our network; (iii) an increase in rate plans that include larger home calling areas; and (iv) incremental fixed cost components related to beginning to offer GSM roaming services. Domestic cost of service per MOU is expected to continue to decrease slightly for 2003 compared to 2002 as economies of scale continue to be realized.

     Cost of equipment sales increased for the three and nine month periods ended September 30, 2003 compared to the same periods one year ago. For the three month period ended September 30, 2003 compared to the same period in 2002 the increase was primarily the result of an increase in the volume of handsets sold along with a slight increase in the average per unit cost of handsets sold. For the nine month period ended September 30, 2003 compared to the same period in 2002 the increase was the result of an increase in the volume of handsets sold partially offset by a decrease in the average per unit cost of handsets sold. For the remainder of 2003, we expect that regulatory and technological requirements, along with demand for feature rich handsets, will increase our per unit cost of handsets as compared to 2002. Although subscribers generally are responsible for purchasing or otherwise obtaining their own handsets, we have historically sold handsets below cost to respond to competition and general industry practice. We expect to continue to do so in the future.

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     General and administrative costs increased for the three and nine month periods ended September 30, 2003 compared to the same periods one year ago. The year-over-year increase was a result of: (i) the inclusion of universal service fund remittances for the three month period ended September 30, 2003; (ii) an increase in bad debt expense; and (iii) a larger subscriber base. Our domestic general and administrative monthly cost per average subscriber for the three months ended September 30, 2003 increased to $13.03 compared to $10.69 for the three months ended September 30, 2002. Our domestic general and administrative monthly cost per average subscriber for the nine months ended September 30, 2003 increased to $11.63 compared to $10.42 for the nine months ended September 30, 2002. The universal service fund assessments increased our domestic general and administrative monthly cost per average subscriber by $1.80 and $0.61 for the three and nine months ended September 30, 2003, respectively. We anticipate our domestic general and administrative monthly cost per average subscriber will be slightly higher for the remainder of 2003 as compared to 2002. The anticipated year-over-year increase on a per subscriber basis is due to a year-over-year increase in bad debt expense and the inclusion of universal service fund remittances in 2003 that were not included in general and administrative costs in 2002 or in the six months ended June 30, 2003.

     Sales and marketing costs were flat for the three and nine month periods ended September 30, 2003, compared to the same periods one year ago. Cost per gross subscriber addition (“CPGA”) (determined by dividing the sum of sales and marketing costs and cost of equipment sales, reduced by equipment sales, by the number of gross subscriber additions for the period) decreased to $391 for the three months ended September 30, 2003 compared to $402 for the three months ended September 30, 2002. For the nine months ended September 30, 2003, CPGA decreased to $390 compared to $431 for the nine months ended September 30, 2002. The year-over-year decreases in CPGA are due to reductions in the loss on equipment sales and the fixed cost components of sales and marketing offset by increases in retention costs. We include digital handset subsidies incurred in retaining existing subscribers in subscriber acquisition costs. These retention costs had a $63 and $51 impact on CPGA for the three months ended September 30, 2003 and 2002, respectively, and a $61 and $50 impact on CPGA for the nine months ended September 30, 2003 and 2002, respectively. We expect CPGA, including the loss on equipment sales, to continue to be down in 2003 as compared to 2002.

     Depreciation, amortization and accretion expense increased for both the three and nine month periods ended September 30, 2003 compared to the same periods in 2002. These increases were due primarily to the acceleration of depreciation as we consolidated and decommissioned certain switching assets.

     The asset dispositions loss for the nine months ended September 30, 2003 resulted from recording a $7.6 million impairment charge related to the pending sale of one of our RSAs. The sales price of this RSA reflected that future cash flows would be less than the carrying value of the license. Accordingly, we recorded an impairment related to this RSA during the first quarter of 2003 in our condensed consolidated statements of operations and comprehensive income (loss). This transaction closed during the third quarter of 2003.

     The asset dispositions loss for the nine months ended September 30, 2002 resulted from the implementation of our strategy to dispose of certain minor domestic non-core assets. In conjunction with these efforts, we recognized a charge in the second quarter of 2002 of approximately $7.6 million related to the disposition of certain of our paging assets. We also sold certain Specialized Mobile Radio and Competitive Local Exchange Carrier assets and recognized a gain of approximately $1.3 million in the third quarter of 2002.

Domestic Adjusted EBITDA

     Domestic Adjusted EBITDA (refer to definition at “Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA”) increased for the three and nine months ended September 30, 2003, compared to the three and nine months ended September 30, 2002. The increase for the three and nine months ended September 30, 2003 compared to the

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same periods in 2002 was the result of an increase in revenues in conjunction with a decrease in cost of service. These items were partially offset by increases in cost of equipment sales and general and administrative expenses. Management expects domestic Adjusted EBITDA to increase at a moderate pace in 2003 as compared to 2002.

Results of International Operations for the Three and Nine Months Ended September 30, 2003 and 2002

     Our international consolidated operations offer postpaid and prepaid mobile services in Austria, Ireland, Slovenia, Bolivia and Haiti and fixed line service mainly in Austria. We had 1,019,700 consolidated international customers at September 30, 2003, approximately 65% of which were in Austria and Ireland. On a consolidated international basis, this represented an increase of 117,600 and 278,400, or 13% and 38%, compared to June 30, 2003 and December 31, 2002, respectively. We had 625,800 consolidated international customers at September 30, 2002. This represented an increase of 46,300 and 134,700, or 8% and 27%, compared to June 30, 2002 and December 31, 2001, respectively. As of September 30, 2003 and 2002, approximately 59% and 70%, respectively, of our consolidated international customers were prepaid customers. As of September 30, 2003, we had 160,800 fixed lines. This represented a decrease of 4,900 and 15,100, or 3% and 9%, compared to June 30, 2003 and December 31, 2002, respectively.

     The following table sets forth certain financial data as it relates to our international operations:

			Three months ended					Nine months ended
			September 30,					September 30,
			2003		2002			2003		2002
					(Dollars in thousands)
Revenues:
	Subscriber revenues		$	107,288	$	50,905		$	268,262	$	144,637
	Roamer revenues			12,258		8,299			35,643		21,503
	Fixed line revenues			13,686		14,257			43,377		41,256
	Equipment sales			4,381		2,978			10,193		8,294
	Other revenues			3,140		1,392			8,430		3,548
		Total revenues	$	140,753	$	77,831		$	365,905	$	219,238
Operating expenses:
	Cost of service		$	65,006	$	46,238		$	181,758	$	133,929
	Cost of equipment sales			17,418		8,877			46,074		25,026
	General and administrative			20,271		18,611			61,035		53,861
	Sales and marketing			21,242		13,001			64,605		41,801
	Depreciation, amortization and accretion			17,383		11,347			50,057		32,476
	Stock-based compensation, net					(5,450	)				(5,450	)
		Total operating expenses	$	141,320	$	92,624		$	403,529	$	281,643
Adjusted EBITDA			$	16,816	$	(8,896	)	$	12,433	$	(35,379	)

     For the definition of Adjusted EBITDA, and the reconciliation of Adjusted EBITDA, which is a non-GAAP financial measure, to net income (loss), the most directly comparable GAAP financial measure, see “Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA.” Adjusted EBITDA is the measure of profitability utilized by our Chief Operating Decision Maker and is presented herein in accordance with SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information.”

     Because our subsidiary WWI has operations in Austria, Ireland and Slovenia in which the functional currency is the euro, or is linked to the euro, fluctuations in exchange rates may have a significant impact on its financial results of operations. The results of operations for the three and nine months ended September 30, 2003, reflect the effect of a

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13% and 17%, respectively, average appreciation of the euro as compared to the U.S. dollar, compared to the same periods in 2002, which had a comparable positive impact on revenues and a negative impact on operating expenses. Such European subsidiaries, in aggregate, represented 85% and 87% of total international segment revenues and operating expenses, respectively, for the three and nine months ended September 30, 2003. Fluctuations in exchange rates have less effect on local operating results, however, because WWI conducts business primarily in the currencies of the countries in which they operate. Management cannot predict future fluctuations in currency exchange rates, and accordingly cannot predict the potential impact of any such fluctuations on WWI’s results of operations.

International Revenues

     The increase in subscriber revenues for the three and nine months ended September 30, 2003, compared to the same periods in 2002, was mainly due to an increase in the number of subscribers across most of our markets, increased ARPU in Austria and the strengthening of the euro as compared to the U.S. dollar. Management anticipates continued growth in subscriber revenues throughout the remainder of 2003, exclusive of changes in currency exchange rates, as we add international subscribers and focus on growing ARPU.

     The increase in roamer revenues for the three and nine months ended September 30, 2003, compared to the same periods in 2002, was primarily due to expanded coverage in key tourist areas in Austria and throughout Ireland and the strengthening of the euro as compared to the U.S. dollar. Management expects roamer revenues to increase, exclusive of changes in currency exchange rates, throughout the remainder of 2003 as compared to the same period in 2002 as a result of our expanded coverage primarily in Austria and Ireland.

     Fixed line revenues decreased for the three months ended September 30, 2003, compared to the same period in 2002, primarily as a result of a decline in the number of fixed lines in Austria, which was partially offset by the strengthening of the euro as compared to the U.S. dollar. Fixed line revenues increased for the nine months ended September 30, 2003, compared to the same period in 2002, primarily as a result of the strengthening of the euro as compared to the U.S. dollar, which offset an actual decline in fixed line revenue in the local currency caused by a decline in the number of fixed lines in Austria.

     Equipment sales increased for the three and nine months ended September 30, 2003, compared to the same periods in 2002, primarily due to selling more handsets as a result of adding more subscribers in Austria and Ireland partially offset by a lower average price per handset.

     Other revenues increased for the three and nine months ended September 30, 2003, compared to the same periods in 2002, mainly as a result of the launch of long distance services in Bolivia in August 2002 and increased international long-distance usage in Ghana.

International Operating Expenses

     Operating expenses represent the expenses incurred by our consolidated international markets and headquarters administration in the United States.

     Cost of service increased for the three and nine months ended September 30, 2003, as compared to the same periods in 2002. This was due primarily to an increase in the number of subscribers across most of our markets and the strengthening of the euro as compared to the U.S. dollar. On a per average international subscriber basis, average monthly cost of service was $22.55 and $25.57 for the three months ended September 30, 2003 and 2002, respectively. On a per average international subscriber basis, average monthly cost of service was $22.94 and $26.65 for the nine months ended September 30, 2003 and 2002, respectively. These decreases are mainly due to increased cost efficiencies as a result of a growing subscriber base, partially offset by the strengthening of the euro to the U.S. dollar which increased cost of service on a per average international subscriber basis by $5.25 and $5.60 for the three

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and nine month periods ended September 30, 2003, respectively, as compared to the same periods in 2002. Management expects cost of service dollars to increase for the remainder of 2003, as compared to the same period in 2002, due to a growing subscriber base, but continue to decline on a per average international subscriber basis, exclusive of changes in currency exchange rates, due to increased cost efficiencies.

     Cost of equipment sales increased for the three and nine months ended September 30, 2003, compared to the same periods in 2002, mainly due to an increase in the volume of handsets sold in Austria and Ireland as a result of higher subscriber additions partially offset by a decrease in the average per unit cost of handsets. Although subscribers generally are responsible for purchasing or otherwise obtaining their own handsets, WWI has historically sold handsets below cost to respond to competition and general industry practice and expects to continue to do so in the future.

     General and administrative costs increased for the three and nine months ended September 30, 2003 compared to the same periods in 2002, due primarily to an increase in the number of subscribers across most of our markets and the strengthening of the euro as compared to the U.S. dollar. On a per average international subscriber basis, general and administrative monthly cost was $7.03 and $10.29 for the three months ended September 30, 2003 and 2002, respectively. On a per average international subscriber basis, general and administrative monthly cost was $7.70 and $10.72 for the nine months ended September 30, 2003 and 2002, respectively. These decreases were mainly due to increased cost efficiencies, partially offset by the strengthening of the euro to the U.S. dollar which increased general and administrative monthly cost on a per average international subscriber basis by $1.66 and $1.73 for the three and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002. Management expects general and administrative dollars to increase throughout the remainder of 2003, as compared to 2002, as a result of a growing subscriber base, but decline on a per average international subscriber basis, exclusive of changes in currency exchange rates, due to increased cost efficiencies.

     Sales and marketing costs increased for the three and nine months ended September 30, 2003 compared to the same periods in 2002 primarily due to increased sales and promotion expenses, mainly in Austria, and the strengthening of the euro as compared to the U.S. dollar. International CPGA was $168.80 and $154.16 for the three months ended September 30, 2003 and 2002, respectively. International CPGA was $179.81 and $178.75 for the nine months ended September 30, 2003 and 2002, respectively. These year-over-year increases are primarily as a result of the strengthening of the euro as compared to the U.S. dollar, which offset an actual decline in international CPGA due to reduced sales costs in Austria and Ireland. The strengthening of the euro increased CPGA by $30.73 and $36.24 for the three and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002. Management expects sales and marketing dollars, including equipment subsidies, to increase for the remainder of 2003, as compared to the same period in 2002, exclusive of changes in currency exchange rates, due to a higher number of gross additions.

     Depreciation, amortization and accretion expense increased for the three and nine months ended September 30, 2003 compared to the same periods in 2002, primarily due to network expansion in our European markets and the strengthening of the euro as compared to the U.S. dollar. As WWI continues to add wireless infrastructure to service its growing international subscriber base, management anticipates depreciation, amortization and accretion will increase in future periods.

International Adjusted EBITDA

     Adjusted EBITDA (refer to definition at “Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA”) for our international consolidated subsidiaries improved for the three and nine months ended September 30, 2003, compared to the same periods in 2002, due to revenue growth and cost efficiencies in existing markets. We expect international Adjusted EBITDA to improve throughout the remainder of 2003 as compared to the same period in 2002 as a result of continued subscriber growth and cost efficiencies in existing markets.

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Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA

     EBITDA is a non-GAAP financial measure generally defined as net income (loss) before interest, taxes, depreciation and amortization. However, the Company uses the non-GAAP financial measure “Adjusted EBITDA” which further excludes the following items: (i) accretion; (ii) asset dispositions; (iii) stock-based compensation, net; (iv) equity in net (income) loss of unconsolidated affiliates, net of tax and other, net; (v) (gain) loss on sale of joint venture; (vi) loss on extinguishment of debt; (vii) minority interests in net loss of consolidated subsidiaries; (viii) discontinued operations; and (ix) cumulative change in accounting principle. Each of the items excluded from Adjusted EBITDA referenced above is presented in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

     Other companies in the wireless industry may define Adjusted EBITDA in a different manner or present other varying financial measures, and, accordingly, the Company’s presentation may not be comparable to other similarly titled measures of other companies. The Company’s calculation of Adjusted EBITDA is also not directly comparable to EBIT (earnings before interest and taxes) or EBITDA.

     The Company views Adjusted EBITDA as an operating performance measure and as such, believes that the GAAP financial measure most directly comparable to Adjusted EBITDA is net income (loss). The Company has presented Adjusted EBITDA because this financial measure, in combination with other financial measures, is an integral part of the Company’s internal reporting system utilized by management to assess and evaluate the performance of its business. Adjusted EBITDA is also considered a significant performance measure. It is used by management as a measurement of the Company’s success in obtaining, retaining and servicing customers by reflecting the Company’s ability to generate subscriber revenue while providing a high level of customer service in a cost effective manner. The components of Adjusted EBITDA include the key revenue and expense items for which the Company’s operating managers are responsible and upon which the Company evaluates their performance.

     Adjusted EBITDA is consistent with certain financial measures used in the Company’s Credit Facility and the 2013 Notes. Such financial measures are key components of several negative covenants including, among others, the limitation on incurrence of indebtedness, the limitations on investments and acquisitions and the limitation on distributions and dividends.

     Adjusted EBITDA should not be construed as an alternative to net income (loss), as determined in accordance with GAAP, as an alternative to cash flows from operating activities, as determined in accordance with GAAP, or as a measure of liquidity. The Company believes Adjusted EBITDA is useful to investors as a means to evaluate the Company’s operating performance prior to financing costs, deferred tax charges, non-cash depreciation and amortization expense, and certain other non-cash charges. Although Adjusted EBITDA may be defined differently by other companies in the wireless industry, the Company believes that Adjusted EBITDA provides some commonality of measurement in analyzing operating performance of companies in the wireless industry.

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     A reconciliation of Net Income (Loss) to Adjusted EBITDA is included in the following table:

			Three months ended September 30,
			2003									2002
			Domestic			International			Consolidated			Domestic			International			Consolidated
Net income (loss)			$	4,510		$	(22,979	)	$	(18,469	)	$	8,897		$	(23,620	)	$	(14,723	)
	Depreciation, amortization and accretion			53,506			17,383			70,889			49,281			11,347			60,628
	Asset dispositions												(1,252	)					(1,252	)
	Stock-based compensation, net															(5,450	)		(5,450	)
	Interest and financing expense, net			28,801			14,420			43,221			26,726			12,118			38,844
	Equity in net (income) loss of unconsolidated affiliates, net of tax and other, net			(675	)		3,127			2,452			3,697			(1,125	)		2,572
	(Gain) loss on sale of Croatian joint venture
	Loss on extinguishment of debt			16,910			4,310			21,220
	Minority interests in net loss of consolidated subsidiaries						(153	)		(153	)					(1,472	)		(1,472	)
	Provision for income taxes			9,504			708			10,212			6,323			687			7,010
	Discontinued operations															(1,381	)		(1,381	)
	Cumulative change in accounting principle
		Adjusted EBITDA	$	112,556		$	16,816		$	129,372		$	93,672		$	(8,896	)	$	84,776

			Nine months ended September 30,
			2003									2002
			Domestic			International			Consolidated			Domestic			International			Consolidated
Net income (loss)			$	40,725		$	(43,147	)	$	(2,422	)	$	(81,522	)	$	(81,226	)	$	(162,748	)
	Depreciation, amortization and accretion			158,255			50,057			208,312			145,973			32,476			178,449
	Asset dispositions			7,640						7,640			6,304						6,304
	Stock-based compensation, net															(5,450	)		(5,450	)
	Interest and financing expense, net			74,833			44,306			119,139			83,761			33,092			116,853
	Equity in net (income) loss of unconsolidated affiliates, net of tax and other, net			(5,027	)		56			(4,971	)		1,911			(3,463	)		(1,552	)
	(Gain) loss on sale of Croatian joint venture			1,574			(42,093	)		(40,519	)
	Loss on extinguishment of debt			16,910			4,310			21,220
	Minority interests in net loss of consolidated subsidiaries						(4,196	)		(4,196	)					(7,297	)		(7,297	)
	Provision for income taxes			19,349			2,098			21,447			114,101			1,897			115,998
	Discontinued operations															(5,408	)		(5,408	)
	Cumulative change in accounting principle			1,189			1,042			2,231
		Adjusted EBITDA	$	315,448		$	12,433		$	327,881		$	270,528		$	(35,379	)	$	235,149

Consolidated Other Income (Expense)

     Consolidated interest and financing expense, net increased to $43.2 million and $119.1 million for the three and nine months ended September 30, 2003, from $38.8 million and $116.9 million for the same periods one year ago. The increase for the three months ended September 30, 2003 compared to the same period in 2002 was primarily due to an increase in our weighted average interest rate and an increase in our weighted average debt balance. The increase in the weighted average interest rate is due partly to slightly higher interest margins contained in our amended Credit Facility and the refinancing of lower weighted average interest rate debt for higher weighted average interest rate debt. The increase in our weighted average debt outstanding for the third quarter of 2003 was due mainly to a required delay in redeeming the 2006 Notes and the 2007 Notes. The increase in interest expense for the nine months ending September 30, 2003 compared to the same period one year ago is due mainly to higher interest expense in Slovenia and Austria due partly to higher average borrowings and due partly to a strengthening of the euro as compared to U.S. dollar. This increase was partially offset by a decrease in domestic interest expense due primarily to a decrease in the domestic weighted average interest rate for the nine months ended September 30, 2003 compared to the same period in 2002. For the three months ended September 30, 2003 and 2002, the domestic weighted average interest rate paid to third parties was 7.0% and 6.6%, respectively. For the nine months ended September 30, 2003 and 2002, the domestic weighted average interest rate paid to third parties was 6.4% and 6.7%, respectively. For the three months

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ended September 30, 2003 and 2002, the consolidated international weighted average interest rates paid to third parties by WWI was 5.8% and 5.3%, respectively. For the nine months ended September 30, 2003 and 2002, the consolidated international weighted average interest rates paid to third parties by WWI was 6.8% and 4.1%, respectively. We anticipate consolidated interest and financing expense to increase for the remainder of 2003 as compared to 2002 due to the restructuring and refinancing of our existing domestic financing arrangements (for further discussion, see “Consolidated Liquidity and Capital Resources”). This restructuring will result in a higher weighted average interest rate partially offset by a decrease in our average debt balance.

     For the second quarter of 2003, we recognized a $40.5 million gain related to the sale of WWI’s investment in VIP-Net in Croatia. Our proceeds were $69.6 million.

     For the three and nine months ended September 30, 2003, we recorded a consolidated loss on extinguishment of debt of $21.2 million. The loss consisted of premium payments, the write-off of deferred financing charges and the cancellation of related interest rate hedges on the 2006 and 2007 Notes, and the write-off of deferred financing charges related to the Slovenian Credit Facility amendment.

Consolidated Provision for Income Taxes

     For the nine months ended September 30, 2003, compared to the same period in 2002, the consolidated provision for income taxes has decreased $94.6 million. In connection with the adoption of SFAS No. 142 “Goodwill and Other Intangible Assets”, for the nine months ended September 30, 2002, we incurred a deferred income tax provision of approximately $114.1 million mainly to increase the valuation allowance related to our net operating loss (“NOL”) carryforwards. This charge included $96.9 million as the initial effect as of January 1, 2002. We have significant deferred tax liabilities related to our domestic licenses. Historically, we did not need a valuation allowance for the portion of our NOL carryforward equal to the amount of license amortization expected to occur during the NOL carryforward period. Since we ceased amortizing domestic licenses on January 1, 2002 for book purposes and we can no longer estimate the amount, if any, of deferred tax liabilities related to our domestic licenses, which will reverse during the NOL carryforward period, we have increased the valuation allowance accordingly. Subsequent to January 1, 2002, we continue to amortize our domestic licenses for federal income tax purposes, but as previously discussed, domestic license costs are no longer amortized for book purposes. The ongoing difference between book and tax amortization resulted in an additional deferred income tax provision of approximately $17.2 million for the nine months ended September 30, 2002. The continuing deferred income tax provision resulted from growth in our deferred tax liability that cannot be estimated to reverse during our NOL carryforward period. This adjustment reflected tax accounting requirements and was not based on any changes to our business model, future prospects, the value of our licenses or our assessment of the likelihood of utilizing the tax NOL carryforwards on a cash tax basis in the future. Deferred income taxes represented a non-cash charge and were not currently paid or payable and accordingly there was no impact on interim cash flows from operating, investing or financing activities. We will continue to evaluate the need for this valuation allowance for accounting purposes to determine if we should reverse all or part of the allowance in the future.

     For the three and nine months ended September 30, 2003 the domestic deferred income tax provision was $9.5 million and $19.3 million, respectively. This deferred income tax provision was comprised of (i) $6.5 million and $18.8 million related to the ongoing difference between book and tax amortization of domestic licenses for the three and nine months, respectively; and (ii) $3.0 million associated with our acquisition of the 1900 MHz PCS licenses acquired from TMO. For the nine months ended September 30, 2003 this was partially offset by a $2.5 million reduction in our deferred income tax provision related to reversing the cumulative deferred income tax provision associated with the impairment charge reflected in asset dispositions.

     Our consolidated provision for income taxes also reflects $0.7 million and $2.1 million for the three and nine months ended September 30, 2003, respectively, related to our operations in Haiti.

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Consolidated Loss from Continuing Operations before Cumulative Change in Accounting Principle

     On a consolidated basis, loss from continuing operations before cumulative change in accounting principle increased by $2.4 million for the three months ended September 30, 2003, and decreased by $168.0 million for the nine months ended September 30, 2003, compared to the same periods a year ago. The increase and decrease resulted mainly from those items discussed in the “Domestic Adjusted EBITDA,” “International Adjusted EBITDA”, “Consolidated Other Income (Expense)” and “Provision for Income Taxes.”

Total Discontinued Operations

     Total discontinued operations for the three and nine months ended September 30, 2002 represented income of $1.4 million and $5.4 million, respectively, from TAL, our Icelandic subsidiary. TAL was sold by us in November 2002.

Consolidated Liquidity and Capital Resources

     In September 2003, we filed a Form S-3 as a shelf registration statement (the “Shelf Registration Statement”) with the SEC. Under the Shelf Registration Statement, we may sell, from time to time, in one or more offerings, shares of our Class A common stock, shares of our preferred stock or debt securities in an aggregate amount of up to $300 million. On November 3, 2003, we completed a public offering of 12 million shares of our Class A common stock for net proceeds of approximately $228 million utilizing the Shelf Registration Statement. We intend to use the net proceeds for general corporate purposes, to fund working capital requirements, for making capital expenditures and for potential acquisitions. Pending the final application of the net proceeds to the uses described above, we have invested the net proceeds in investment-grade, interest-bearing securities and have temporarily reduced the outstanding debt under Revolver A of our Credit Facility by $175 million.

     In September 2003, we entered into a stock purchase agreement with HickoryTech Corporation (“HickoryTech”) to acquire for approximately $25 million all of the outstanding shares of common stock of Minnesota Southern Wireless Company, which owns the licenses and related assets for the Minnesota 10 rural service area and the Minneapolis/St. Paul Metro A-2 area, as well as the Mankato-Fairmont and Rochester-Austin-Albert Lea basic trading areas. The transaction is expected to close during the fourth quarter of 2003, subject to Federal Communications Commission and other required approvals. The purchase price will be paid in the form of 1,038,927 shares of HickoryTech common stock we currently own and $12.8 million in cash.

     In August 2003, we elected to redeem the entire principal amount of the 2006 Notes and 2007 Notes together with accrued interest. The redemption price for the 2006 Notes was 101.75% and the redemption price for the 2007 Notes was 103.5%. We recorded a $16.9 million aggregate loss on the early extinguishment of the 2006 and 2007 Notes and the cancellation of the related interest rate swaps in the third quarter of 2003.

     In July 2003, we issued $600 million of 9.250% Senior Notes due 2013 (the “2013 Notes”) at par. Interest is payable semi-annually. We may redeem the 2013 Notes at our option at any time on or after July 15, 2008, in whole or from time to time in part, at specified redemption prices, plus accrued and unpaid interest. In addition, on or before July 15, 2008, we may redeem any of the 2013 Notes at our option at any time, in whole, or from time to time in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2013 Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2013 Notes being redeemed discounted to the date of redemption at a specified rate. In addition, on or before July 15, 2006, we may apply at our option, certain proceeds from issuances of our capital stock and from transactions with affiliates and related persons to redeem up to 35% of the aggregate principal amount of the 2013 Notes at a redemption price equal to 109.250% of the principal amount of the 2013 Notes being redeemed, plus accrued and unpaid interest to but excluding the date fixed for redemption. The 2013 Notes contain certain covenants

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that, among other things, limit our ability to incur additional indebtedness, make certain asset dispositions, make restricted payments, issue capital stock of certain wholly-owned subsidiaries and enter into certain mergers, sales or combinations. The 2013 Notes are unsecured and will rank equally in right of payment to all existing and future senior unsecured obligations of ours. Additionally, the 2013 Notes will rank senior in right of payment to all existing and future subordinated debt, but are effectively subordinated in right of payment to all indebtedness and other liabilities of our subsidiaries.

     In July 2003, we amended our credit facility with a consortium of lenders (as amended, the “Credit Facility”). As part of the amendment we reduced the commitment under one of our revolving credit lines by $150 million and made prepayments aggregating $400 million under the other revolving credit line and the term loans. After such reduction and prepayments our Credit Facility consists of (i) a $350 million term loan (“Term Loan A”); (ii) a $500 million term loan (“Term Loan B”); (iii) a $350 million revolving loan (“Revolver A”); and (iv) a $350 million revolving loan (“Revolver B”). The commitment reduction and each such prepayment was applied to the earliest maturities first. In addition, among other modifications, we modified certain quarterly financial covenants and included a new covenant requiring our domestic operations to maintain a minimum ratio of annualized operating cash flow to senior secured indebtedness. The amendment also requires us to make mandatory prepayments from excess cash flow and from certain proceeds of certain indebtedness. In 2004, based on current assumptions, we may be required to prepay between $55 million and $65 million of indebtedness under the Credit Facility from excess cash flow. The amendment further limits the amount we are permitted to invest in our international subsidiaries from January 1, 2003 to $100 million plus certain other amounts received, such as net proceeds from the sale or disposition of our interest in a foreign subsidiary. Our applicable margin under Revolver A, Revolver B and Term Loan A, based upon our leverage ratio, has been increased to a range of 1.625% to 2.25% for Eurodollar advances and 0.625% to 1.25% for prime rate advances. The applicable margin for Term Loan B increased to 3.25% for Eurodollar advances and 2.25% for prime rate advances.

     In June 2003, we issued $115 million of 4.625% Convertible Subordinated Notes due 2023 (the “2023 Notes”) at par. Interest is payable semi-annually. The 2023 Notes are convertible into Class A common stock at a per share price of $15.456, subject to adjustment, at any time or, at our option, an equivalent amount of cash in lieu of shares of common stock. In addition, holders may require that we repurchase all or a portion of the 2023 Notes on June 15, 2013 and June 15, 2018 at par plus accrued interest payable in cash or Class A common stock, at our option. Between June 18, 2006 and June 18, 2010, we may redeem in whole or in part the 2023 Notes in cash at par plus accrued interest plus a make whole amount equal to the present value of the remaining scheduled interest payments through and including June 15, 2010, subject to the closing sales price of our common stock exceeding the conversion price by 150% for 20 trading days in any consecutive 30 day trading period immediately prior to notification of redemption. Between June 18, 2010 and June 18, 2013, we may redeem in cash at par plus accrued interest all or a portion of the 2023 Notes subject to the closing sales price of our common stock exceeding the conversion price by 125% for 20 trading days in any consecutive 30 day trading period immediately prior to notification of redemption. After June 18, 2013, the 2023 Notes are redeemable at par plus accrued interest. The 2023 Notes are subordinate in right of payment to the Credit Facility, the 2013 Notes and all indebtedness and other liabilities of our subsidiaries.

     In April 2002, Western Wireless International d.o.o (“Vega”) entered into a credit facility agreement with a consortium of banks to provide funding for the implementation and expansion of Vega’s network in Slovenia. In September 2003, the Slovenian credit facility was amended (as amended, the “Slovenian Credit Facility”). Under the terms of the Slovenian credit facility: (i) all undrawn commitments were cancelled and substantially all of Vega’s operating and financial covenants were eliminated; (ii) balances of $20.9 million from collateral accounts supporting the original loan and a $0.9 million refund of facility fees related to the undrawn commitments were utilized to pay down the principal balance; (iii) the applicable margin on EURIBOR advances has been increased to initial rates of 1.50% on certain EURIBOR advances and 3.50% on the remaining EURIBOR advances; and (iv) the repayment schedule for outstanding borrowings remained unchanged. Western Wireless International Corporation (“WWIC”), a subsidiary of WWI, has agreed to certain covenants, including an unconditional guarantee of the loan, an obligation to fund Vega’s cash shortfalls and restrictions which limit the ability of WWIC and its majority owned subsidiaries to incur indebtedness, grant security interests, dispose of majority owned subsidiaries and enter into guarantees. There are also certain financial covenants, relating to WWIC and its majority owned subsidiaries, including Minimum Consolidated Annualized EBITDA and Consolidated Tangible Net Worth. The amendment was deemed to be a significant modification under Emerging Issues Task Force Issue No. 96-19 “Debtor’s Accounting for a Modification or Exchange of Debt Instruments” and accordingly Vega wrote off all deferred financing costs associated with the original credit facility resulting in a loss on extinguishment of debt of $4.3 million for the three and nine months ended September 30, 2003. As of September 30, 2003, Vega had $64.1 million outstanding under the Slovenian Credit Facility.

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     In October 2000, NuevaTel, S.A. (“NuevaTel”), a subsidiary of WWI, entered into a bridge loan facility (“Bolivian Bridge Loan”) to provide funding for the build-out and implementation of NuevaTel’s network in Bolivia. WWI has guaranteed its pro rata share (71.5%), based upon its ownership interest in NuevaTel, of the Bolivian Bridge Loan. The loan was originally scheduled to mature in its entirety in October 2002. Currently, the maturity date of the Bolivian Bridge Loan has been extended to November 28, 2003. In March 2003, the Overseas Private Investment Corporation (“OPIC”) approved a $50 million loan guarantee for the refinancing of the Bolivian Bridge Loan (“Bolivian Refinancing”). The terms of the Bolivian Refinancing have been substantially negotiated and we are currently working to satisfy conditions precedent to closing the refinancing. We expect, but there can be no assurance, that the Bolivian Bridge Loan will be refinanced in the fourth quarter of 2003 at which time WWIC will initially be required to provide $11.6 million as cash collateral for a letter of credit in favor of OPIC. Until the Bolivian Refinancing is finalized, we intend to seek additional extensions of the Bolivian Bridge Loan maturity date, but there can be no assurance that any necessary extension will be granted or that the Bolivian Refinancing will be consummated. As of September 30, 2003, the outstanding amount under the Bolivian Bridge Loan was $34.7 million and the facility was fully drawn.

     tele.ring has a 185 million euro term loan facility (the “tele.ring Term Loan”). As of September 30, 2003, $204.2 million, including accrued interest, was outstanding under the tele.ring Term Loan and 25 million euro was available to borrow.

     The maturities of our aggregate long-term debt, including that due within one year and classified as current are:

			Three
			months
			ending
			December
			31,												There-
	Total		2003		2004		2005		2006		2007		2008		after
							(Dollars in millions)
Domestic	$	2,067.3	$	0.0	$	0.1	$	150.1	$	325.1	$	300.0	$	572.0	$	720.0
International		309.4		36.3		11.7		75.7		144.1		18.0		19.8		3.8
Total	$	2,376.7	$	36.3	$	11.8	$	225.8	$	469.2	$	318.0	$	591.8	$	723.8

     None of our international loan facilities have recourse to Western Wireless Corporation. As previously discussed, WWI or certain of its subsidiaries have severally guaranteed the Bolivian Bridge Loan and the Slovenian Credit Facility.

     For the remainder of 2003 we anticipate spending approximately $70 million in capital expenditures for the continued improvements to our domestic network and back office infrastructure. The anticipated year-over-year increase is due to additional network infrastructure needed to support GSM roaming agreements partially offset by lower than anticipated prices for CDMA equipment.

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     For 2003, WWI’s business plans include funding for capital expenditures and operating losses. Current business plans estimate that WWI entities will spend approximately $17.0 million for capital expenditures during the remainder of 2003 and require $11.6 million to fund the collateral account related to the Bolivian Refinancing. WWI plans to fund these needs through local foreign borrowings, including the tele.ring Term Loan, the Bolivian Refinancing, and contributions and advances from Western Wireless. It is anticipated that the net contributions and advances for the remainder of 2003 from Western Wireless will be approximately $11.0 million.

     We believe that the proceeds from our public offering of our Class A common stock in September 2003, domestic and international operating cash flow, and available international loan facilities will be adequate to fund our remaining 2003 domestic and international capital expenditures and working capital requirements. In addition, taking into consideration the temporary repayment of $175 million under Revolver A with a portion of the proceeds from our public offering, we had $300 million available to borrow as of November 7, 2003. Our domestic and international operating cash flow is dependent upon, among other things: (i) the amount of revenue we are able to generate from our customers; (ii) the amount of operating expenses required to provide our services; (iii) the cost of acquiring and retaining customers; and (iv) our ability to grow our customer base. In order to comply with debt covenants contained in the Credit Facility and the 2013 Notes, or if we are unable to complete the Bolivian Refinancing, we may be required to curtail capital spending, reduce expenses, or otherwise modify our planned operations and/or seek additional debt or equity at the domestic or international level and/or restructure or refinance our existing financing arrangements.

     Our ability to raise additional capital, if necessary, is subject to a variety of factors, including: (i) the commercial success of our operations; (ii) the volatility and demand of the capital markets; (iii) conditions in the economy generally and the telecommunications industry specifically; and (iv) other factors we cannot presently predict with certainty. There can be no assurance that such funds will be available on acceptable terms, if at all.

     As part of our overall business strategy, we regularly evaluate opportunities and alternatives, including acquisitions, dispositions, investments, and sources of capital, consummation of any of which could have a material effect on our business, financial condition, liquidity or results of operations. In this regard, we are preliminarily investigating a spin-off or divestiture of our international operations but no decision has been made as to whether to proceed with such a transaction. Any such decision would be subject to numerous conditions, including, among others, approval by our board of directors of the terms and conditions of such a transaction, favorable market and financing conditions, the tax effects of such a transaction and any required governmental and third party approvals.

     Net cash provided by operating activities was $242.9 million for the nine months ended September 30, 2003. Adjustments to the $2.4 million net loss to reconcile to net cash provided by operating activities included: (i) $211.2 million of depreciation, amortization and accretion; (ii) $40.5 million gain on sale of Croatian joint venture; (iii) $21.6 million in changes in operating assets and liabilities; (iv) $21.2 million loss on extinguishment of debt; (v) $19.3 million in deferred income taxes; and (vi) $7.6 million for loss on asset dispositions. Net cash provided by operating activities was $117.0 million for the nine months ended September 30, 2002.

     Net cash used in investing activities was $59.4 million for the nine months ended September 30, 2003. Investing activities for the period consisted primarily of: (i) $147.7 million in purchases of property and equipment, of which $45.6 million was related to WWI; (ii) $69.6 million in proceeds from sale of Croatian joint venture; and (iii) $22.8 million in proceeds from asset dispositions. Net cash used in investing activities was $250.3 million for the nine months ended September 30, 2002.

     Net cash used in financing activities was $138.1 million for the nine months ended September 30, 2003. Financing activities for such period consisted primarily of: (i) additions to long-term debt of $739.5 million; (ii) repayments of long-term debt amounting to $840.2 million; (iii) $28.2 million in deferred financing costs; and (iv) $10.1 million in premium

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on extinguishment of debt. Net cash provided by financing activities was $120.6 million for the nine months ended September 30, 2002.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk Management

     We are exposed to various market financial risks, including changes in interest rates, fair value of debt and foreign currency rates. As part of our risk management program, we utilize interest rate caps, swaps and collars to hedge a portion of our variable rate interest risk.

Interest Rate Risk

     Our domestic operations have variable rate debt that, at September 30, 2003 and 2002, had an outstanding balance of $1.3 billion and $1.8 billion, respectively. The fair value of such debt approximates the carrying value. At September 30, 2003 and 2002, of this variable rate debt $980 million and $720 million, respectively, were hedged using interest rate caps, swaps and collars. These caps, swaps and collars expire at various dates between December 2003 and March 2006. The hedges in effect at September 30, 2003, fixed LIBOR between 1.30% and 7.75%. The hedges in effect at September 30, 2002, fixed LIBOR between 4.91% and 7.75%. Based on our domestic unhedged variable rate obligations outstanding at September 30, 2003 and 2002, a hypothetical increase or decrease of 10% in the LIBOR rate would have increased or decreased our domestic interest expense for the nine month periods then ended by approximately $0.4 million and $1.5 million, respectively.

     Our international operations have entered into variable-rate debt that, at September 30, 2003 and 2002, had an outstanding balance of approximately $284.3 million and $195.1 million, respectively. Of this variable rate debt at September 30, 2003 and 2002, $58.0 million and $21.6 million, respectively was hedged using an interest rate swap, which fixes the interest rate at 4.94%. Based on WWI’s unhedged variable-rate obligations outstanding at September 30, 2003 and 2002, a 10% increase or decrease in each borrowing’s average interest rate would increase or decrease our international interest expense for the nine months ended September 30, 2003 and 2002 by approximately $0.4 million each.

     The potential increases or decreases discussed above are based on certain simplifying assumptions, including a constant level of variable rate debt for all maturities and an immediate, across-the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period.

Foreign Currency Risk

     Currently, 13% of our total international revenues are denominated in U.S. dollars. Certain of our international subsidiaries have functional currencies other than the U.S. dollar and their assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. A 10% appreciation in the U.S. dollar would have resulted in an approximately a $6.0 million decrease in net loss for each of the nine months ended September 30, 2003 and 2002, respectively. Such a change in net loss would have resulted from applying a different exchange rate to translate and revalue the financial statements of our international subsidiaries with functional currencies other than the U.S. dollars.

     At September 30, 2003, our Slovenian operations, whose functional currency is the Slovenian Tolar, had variable rate debt of approximately $57.1 million denominated and repayable in euros and our Austrian operations, whose functional currency is the euro, had variable rate debt, including accrued interest of approximately $204.2 million denominated and repayable in euros. At September 30, 2002, our Slovenian operations had variable rate debt of approximately $49.1 million and our Austrian operations had variable rate debt, including accrued interest, of approximately $114.2 million denominated and repayable in euros. The fair value of such debt approximates the carrying amount on the consolidated balance sheet at September 30, 2003 and 2002. A 10% appreciation in the euro as compared to the Slovenian Tolar would have resulted in an approximately $5.7 million and $5.0 million increase in

35

net loss before income tax during the nine months ended September 30, 2003 and 2002, respectively. Such a change in net loss would have been the result of an unrealized foreign exchange loss. A 10% appreciation in the euro and Slovenian Tolar as compared to the U.S. dollar would have resulted in an approximately $29.8 million increase in debt outstanding at September 30, 2003 and an approximately $18.5 million increase in debt outstanding at September 30, 2002, with an offsetting currency translation adjustment.

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Item 4. Controls and Procedures

(A)  Evaluation of Disclosure Controls and Procedures

     As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer along with our Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our Chairman and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings.

(B)  Changes in Internal Control over Financial Reporting

     There have been no changes in internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     There are no material, pending legal proceedings to which we or any of our subsidiaries is a party or of which any of their property is subject which, if adversely decided, would have a material adverse effect on the Company.

     In May 2003, the Federal Communications Commission (the “FCC”) released a Notice of Apparent Liability for Forfeiture proposing that we be held liable for a $200,000 fine for allegedly failing to comply with the FCC’s environmental rules by not obtaining proper authorization prior to constructing and operating an antenna tower in North Dakota. We are contesting this proposed finding and are currently assessing any other options available to us. We believe the final outcome with the FCC will not have a material impact on our financial position, results of operations or cash flows.

Item 2. Changes in Securities and Use of Proceeds

     None

Item 3. Defaults upon Senior Securities

     None

Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 5. Other Information

     None

Item 6. Exhibits and Reports On Form 8-K

(a)	Exhibit	Description
	4.6	Indenture between Western Wireless Corporation and The Bank of New York, dated June 11, 2003, relating to 4.625% Convertible Subordinated Notes due 2023, incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (Commission File No. 333-108722)
	4.7	Indenture between Western Wireless Corporation and The Bank of New York, dated July 16, 2003, relating to 9.250% Senior Notes due 2013, incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-4 (Commission File No. 333-108784)
	10.39	Second Amendment Agreement, dated August 28, 2003, relating to the Facility Agreement dated 30 April 2002, by and between Western Wireless International d.o.o, as borrower and IKB Deutsche Industriebank AG, as Lead Arranger, Off Shore Security Agent, Off Shore Facility Agent and Original Euro Facility Bank and Others.
	10.40	Second Amendment and Restatement, dated August 28, 2003, of the Sponsors’ and Shareholders’ Undertaking and Completion Guarantee dated 30 April 2002, among Western Wireless International d.o.o., as Borrower, IKB Deutsche Industriebank AG, as Off Shore Security Agent or Off Shore Facility Agent, as the case may be, and Western Wireless International Corporation, Western Wireless International Slovenia Corporation and Western Wireless International Slovenia II Corporation, together the Sponsors.
	12.1	Computation of Ratio of Earnings to Fixed Charges.
	31.1	Certification of John W. Stanton, Chairman and Chief Executive Officer of Western Wireless Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))

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Exhibit	Description
31.2	Certification of M. Wayne Wisehart, Executive Vice President and Chief Financial Officer of Western Wireless Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))
32.1	Certification of John W. Stanton, Chairman and Chief Executive Officer of Western Wireless Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
32.2	Certification of M. Wayne Wisehart, Executive Vice President and Chief Financial Officer of Western Wireless Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

     (b)  Reports on Form 8-K

A Form 8-K was filed on July 8 for the purpose of reporting, under Item 5, that the Company had entered into a GSM Roaming Agreement with AT&T Wireless.

A Form 8-K was furnished on July 9, 2003, for the purpose of reporting, under Item 9, the Company’s reaffirmation of its previous guidance for the fiscal year ending December 31, 2003.

A Form 8-K was furnished on July 9, 2003 for the purpose of reporting, under Item 9, the approval by lenders holding more than 50% of the aggregate principal amount of outstanding loans and commitments under the Company’s $2.1 billion Credit Facility of an amendment to the Credit Facility.

A Form 8-K was filed on July 11, 2003 for the purpose of reporting, under Item 5, the Company’s offering of $600 million of 9.250% Senior Notes due 2013.

A Form 8-K was furnished on August 4, 2003 and amended on August 7, 2003 on Form 8-K/A, for the purpose of reporting, under Items 9 and 12, the Company’s financial and operating results for the quarter ended June 30, 2003.

A Form 8-K was filed on September 11, 2003 for the purpose of reporting, under Item 5, a reconciliation of the non-GAAP financial measure “Adjusted EBITDA” with the most directly comparable financial measure calculated in accordance with GAAP.

A Form 8-K was filed on September 11, 2003 for the purpose of reporting, under Item 5, a reconciliation of the non-GAAP financial measure “free cash flow” with the most directly comparable financial measures calculated in accordance with GAAP.

A Form 8-K was furnished on September 12, 2003, for the purpose of reporting, under Item 9, that the Company filed amended quarterly reports for the first and second quarters of 2003 on Forms 10-Q/A with the Securities and Exchange Commission.

A Form 8-K was filed on September 23, 2003, under Item 7, to file certain information that was previously omitted pursuant to a confidential information request when originally filed with the Company’s Annual Report of Form 10-K for the fiscal year ended December 31, 2002.

39

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Western Wireless Corporation

By:	/s/ M. WAYNE WISEHART	By:	/s/ SCOTT SOLEY
	M. Wayne Wisehart Executive Vice President and Chief Financial Officer		Scott Soley Vice President and Controller (Chief Accounting Officer)
Dated: November 7, 2003

40

EXHIBIT INDEX

Exhibit		Description
	4.6	Indenture between Western Wireless Corporation and The Bank of New York, dated June 11, 2003, relating to 4.625% Convertible Subordinated Notes due 2023, incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (Commission File No. 333-108722)
	4.7	Indenture between Western Wireless Corporation and The Bank of New York, dated July 16, 2003, relating to 9.250% Senior Notes due 2013, incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-4 (Commission File No. 333-108784)
	10.39	Second Amendment Agreement, dated August 28, 2003, relating to the Facility Agreement dated 30 April 2002, by and between Western Wireless International d.o.o., as borrower and IKB Deutsche Industriebank AG, as Lead Arranger, Off Shore Security Agent, Off Shore Facility Agent and Original Euro Facility Bank and Others.
	10.40	Second Amendment and Restatement, dated August 28, 2003, of the Sponsors’ and Shareholders’ Undertaking and Completion Guarantee dated 30 April 2002, among Western Wireless International d.o.o., as Borrower, IKB Deutsche Industriebank AG, as Offshore Security Agent or Off Shore Facility Agent, as the case may be, and Western Wireless International Corporation, Western Wireless International Slovenia Corporation and Western Wireless International Slovenia II Corporation, together the Sponsors.
	12.1	Computation of Ratio of Earnings to Fixed Charges.
	31.1	Certification of John W. Stanton, Chairman and Chief Executive Officer of Western Wireless Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))
	31.2	Certification of M. Wayne Wisehart, Executive Vice President and Chief Financial Officer of Western Wireless Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))
	32.1	Certification of John W. Stanton, Chairman and Chief Executive Officer of Western Wireless Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
	32.2	Certification of M. Wayne Wisehart, Executive Vice President and Chief Financial Officer of Western Wireless Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

41 EX-10.39 3 v93911exv10w39.txt EXHIBIT 10.39 EXHIBIT 10.39 [CLIFFORD CHANCE PUNDER LETTERHEAD] EXECUTION COPY DATED 28 AUGUST 2003 WESTERN WIRELESS INTERNATIONAL D.O.O. IKB DEUTSCHE INDUSTRIEBANK AG KREDITANSTALT FUR WIEDERAUFBAU RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H. NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA HSH NORDBANK AG HYPO ALPE-ADRIA-BANK AG HYPO ALPE-ADRIA-BANK D.D. DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH and AKA AUSFUHRKREDIT-GESELLSCHAFT M.B.H. in the presence of WESTERN WIRELESS INTERNATIONAL CORPORATION WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION ----------------------------------------------------- SECOND AMENDMENT AGREEMENT RELATING TO THE FACILITY AGREEMENT DATED 30 APRIL 2002 RELATING TO THE FINANCING OF THE VEGA GSM TELECOMMUNICATIONS NETWORK IN SLOVENIA ----------------------------------------------------- CONTENTS

CLAUSE PAGE 1. Definitions and Interpretation............................................................... 2 2. Amendment of the Original Facility Agreement................................................. 3 3. Representations.............................................................................. 3 4. Continuity and Further Assurance............................................................. 4 5. Fees, Costs and Expenses..................................................................... 4 6. Miscellaneous................................................................................ 4 SCHEDULE 1 Conditions Precedent....................................................................... 6 SCHEDULE 2 Conditions................................................................................. 9 SCHEDULE 3 Amendments to Original Facility Agreement.................................................. 11

THIS AGREEMENT is dated 2003 and made between: (1) WESTERN WIRELESS INTERNATIONAL D.O.O., LJUBLJANA as borrower (the "BORROWER"); (2) IKB DEUTSCHE INDUSTRIEBANK AG AND KREDITANSTALT FUR WIEDERAUFBAU, as lead arrangers (the "LEAD ARRANGERS"); (3) RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H. and NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA as senior co-arrangers (the "SENIOR CO-ARRANGERS"); (4) HSH NORDBANK AG and HYPO ALPE-ADRIA-BANK AG as co-arrangers (the "CO-ARRANGERS"); (5) IKB DEUTSCHE INDUSTRIEBANK AG, KREDITANSTALT FUR WIEDERAUFBAU, RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H., HSH NORDBANK AG and HYPO ALPE-ADRIA-BANK AG as original lenders with regard to the Euro Facility (the "ORIGINAL EURO FACILITY BANKS"); (6) IKB DEUTSCHE INDUSTRIEBANK AG, as facility agent with regard to the Euro Facility and the SIT Facility (the "OFF SHORE FACILITY AGENT"); (7) IKB DEUTSCHE INDUSTRIEBANK AG, as security agent with regard to the Off Shore Security (the "OFF SHORE SECURITY AGENT"); (8) NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA as an original lender and issuing bank with regard to the SIT Facility and HYPO ALPE-ADRIA-BANK D.D. as original lender with regard to the SIT Facility (the "ORIGINAL SIT FACILITY BANKS"); (9) NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA as local facility agent with regard to the SIT Facility (the "ON SHORE FACILITY AGENT"); (10) NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA as security agent with regard to the On Shore Security (the "ON SHORE SECURITY AGENT"); and (11) DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH and AKA AUSFUHRKREDIT-GESELLSCHAFT M.B.H. as lenders in relation to the Euro Facility (the "EURO FACILITY BANKS"). in the presence of (12) WESTERN WIRELESS INTERNATIONAL CORPORATION, WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION, and WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION (together the "SPONSORS"). - 1 - WHEREAS (A) On 30 April 2002 the Borrower and the Finance Parties have entered into a facility agreement (as amended on 28 October 2002) for the financing of the construction and operation of a wireless communication network in Slovenia. (B) The Parties have agreed to make certain amendments to the Finance Documents. IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Agreement: "AGREEMENT" means this agreement including all of its Schedules. "FACILITY AGREEMENT" means the Original Facility Agreement, as amended by this Agreement. "ORIGINAL SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE" has the meaning set out in the Second Amendment and Restatement of the Sponsors' and Shareholders' Undertaking and Completion Guarantee. "SECOND AMENDMENT AGREEMENT EFFECTIVE DATE" means the date on which the Off Shore Facility Agent confirms that the conditions precedent listed in Schedule 1 (Conditions Precedent) have been satisfied or waived, in a form and substance satisfactory to the Off Shore Facility Agent. "SECOND AMENDMENT AGREEMENT CONDITIONS SATISFACTION DATE" means the date on which the Off Shore Facility Agent confirms that the conditions listed in Schedule 2 (Conditions) have been satisfied or waived, in a form and substance satisfactory to the Off Shore Facility Agent. "SECOND AMENDMENT AND RESTATEMENT OF THE SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE" means the second amendment and restatement of the sponsors' and shareholders' undertaking and completion guarantee dated 30 April 2002 as amended and restated on [-] 2003. "ORIGINAL FACILITY AGREEMENT" means the Facility Agreement dated 30 April 2002 (as amended on 28 October 2002) between the Borrower, the Off Shore Facility Agent, and others. 1.2 INCORPORATION OF DEFINED TERMS Terms defined in the Facility Agreement shall, unless otherwise defined herein, have the same meaning herein and the principles of construction set out in the Facility Agreement shall have effect as if set out in this Agreement. - 2 - 1.3 CLAUSES In this Agreement any reference to a "Clause" or "Schedule" is, unless the context otherwise requires, a reference to a Clause or Schedule hereof. Clause headings are for ease of reference only. 2. AMENDMENT OF THE ORIGINAL FACILITY AGREEMENT 2.1 With effect from the Second Amendment Agreement Effective Date, the Original Facility Agreement shall be amended as set out in Schedule 3 (Amendments to the Original Facility Agreement). 2.2 Without prejudice to any rights of the Banks under the Finance Documents on the date of this Agreement, the Borrower agrees that if the Second Amendment Agreement Conditions Satisfaction Date has not occurred on or before the date falling 10 (ten) Business Days after the date of this Agreement such failure shall constitute an Event of Default entitling the Banks to exercise their rights in accordance clause 25 (Events of Default) of the Facility Agreement and the other terms of the Finance Documents. 2.3 Upon the satisfaction of the conditions set forth in Schedule 2 (Conditions), the Off Shore Security Agent shall release the security interests created by the Sponsors' Cash Collateral Account Pledge Agreement and the Sponsors' Cash Collateral Account #2 Pledge Agreement and close the Sponsors' Cash Collateral Account and the Sponsors' Cash Collateral Account #2. 2.4 By a Waiver Letter dated 7 August 2003 and entered into by the Banks and the Borrower, the Banks waived the requirement for the Borrower to comply with the Stage 1 covenants as set out in Clauses 22.2(a)(iv), 22.2(b)(v), 22.2(c)(ii), 22.2(d) and 22.2(e)(ii) (Stage 1 covenants) of the Original Facility Agreement. 2.5 With effect from the Second Amendment Agreement Effective Date until the date upon which the Asset and Licence Pledge and Leases Contracts Assignment Agreement is amended, the provisions of the Facility Agreement shall prevail in the event of any conflict between the provisions of the Facility Agreement and the provisions of articles 2.2 (Grant of Pledge, Pledge II, Substitution Pledge and Additional Pledge), 10.1 (Assignment of Leases, Substitution Leases and Additional Leases), 10.2 (Assignment of Leases, Substitution Leases and Additional Leases), 10.3 (Assignment of Leases, Substitution Leases and Additional Leases), 11.2 (Consent of the Landlords) and 11.3 (Consent of the Landlords) of the Asset and Licence Pledge and Lease Contracts Assignment Agreement. 3. REPRESENTATIONS 3.1 The Borrower expressly repeats the Repeated Representations in the Facility Agreement as at the date of signing this Agreement (on the assumption that the amendments to the Original Facility Agreement contained herein are in effect at such date), upon the Second Amendment Agreement Effective Date and the Second Amendment Agreement Conditions Satisfaction Date. - 3 - 4. CONTINUITY AND FURTHER ASSURANCE 4.1 CONTINUING OBLIGATIONS The provisions of the Original Facility Agreement shall, save as amended hereby, continue in full force and effect. 4.2 FURTHER ASSURANCE The Borrower shall, at the request of the Off Shore Facility Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. 5. FEES, COSTS AND EXPENSES 5.1 TRANSACTION EXPENSES The Borrower shall, from time to time on demand of the Off Shore Facility Agent, reimburse the Senior Creditors for all costs and expenses (including legal fees) together with any VAT thereon reasonably incurred by it in connection with the negotiation, preparation and execution of this Agreement, any other document referred to in this Agreement any other Finance Document and the completion of the transactions herein contemplated. 5.2 PRESERVATION AND ENFORCEMENT OF RIGHTS The Borrower shall, from time to time on demand of the Off Shore Facility Agent, reimburse the Senior Creditors for all costs and expenses (including legal fees) on a full indemnity basis together with any VAT thereon incurred in or in connection with the preservation, performance and/or enforcement or protection and/or attempted enforcement or protection of any of the rights of the Senior Creditors under this Agreement, any other document referred to in this Agreement and any other Finance Document. 5.3 STAMP TAXES The Borrower shall pay all stamp, registration and other taxes to which this Agreement, any other document referred to in this Agreement any other Finance Document or any judgment given in connection herewith is or at any time may be subject and shall, from time to time on demand of the Off Shore Facility Agent, indemnify the Senior Creditors against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax. 6. MISCELLANEOUS 6.1 INCORPORATION OF TERMS The provisions of clause 32 (Notices), clause 34 (Partial Invalidity), clause 35 (Remedies and Waiver), clause 38 (Governing Law), clause 39 (Arbitration) and clause 40 (Jurisdiction) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full herein and as if references therein to "this Agreement" or the Finance Documents are references to this Agreement. - 4 - 6.2 COUNTERPARTS This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. 6.3 FINANCE DOCUMENT This Agreement is intended to be a "Finance Document" within the meaning of the Facility Agreement. - 5 - SCHEDULE 1 CONDITIONS PRECEDENT 1. In relation to the Borrower: (a) a confirmation, given by an authorised signatory of the Borrower, certifying that, as at the date hereof, there has been no change to the constitutional documents delivered by the Borrower pursuant to the Original Facility Agreement; (b) a copy, certified as at the date of this Agreement a true and up-to-date copy by an authorised signatory of the Borrower, of a resolution of the board of directors of the Borrower approving the execution, delivery and performance of this Agreement and the terms and conditions hereof and authorising a named person or persons to sign this Agreement and any documents to be delivered by the Borrower pursuant hereto; and (c) a certificate of an authorised signatory of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, this Agreement and any documents to be delivered by the Borrower pursuant hereto. 2. In relation to each of the Sponsors: (a) a confirmation, given by an authorised signatory of the Sponsors, certifying that, as at the date hereof, there has been no change to the constitutional documents delivered by the Sponsors pursuant to the Original Sponsors' and Shareholders' Undertaking and Completion Guarantee; (b) a copy, certified as at the date of this Agreement a true and up to date copy by an authorised signatory of the Sponsors, of a resolution of the board of directors of each of the Sponsors approving the execution, delivery and performance of this Agreement and the Second Amendment and Restatement of the Sponsors' and Shareholders' Undertaking and Completion Guarantee and the terms and conditions hereof and thereof and authorising a named person or persons to sign such agreement and any documents to be delivered by the Sponsors pursuant thereto; and (c) a certificate of an authorised signatory of the Sponsors setting out the names and signatures of the persons authorised to sign, on behalf of the Sponsors, this Agreement the Second Amendment and Restatement of the Sponsors' and Shareholders' Undertaking and Completion Guarantee and any documents to be delivered by the Sponsors pursuant thereto. 3. A copy, certified a true copy by or on behalf of the Borrower, of each such law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Finance Parties, necessary to render this Agreement or the Second Amendment and Restatement of the Sponsors' and Shareholders' Undertaking and Completion Guarantee legal, valid, binding and enforceable, to make this Agreement and the Second Amendment and Restatement of the Sponsors' and Shareholders' Undertaking and - 6 - Completion Guarantee admissible in evidence in the Borrower's and any Finance Party's jurisdiction of incorporation and to enable the Borrower to perform its obligations thereunder. 4. In respect of each Sponsor, a copy, certified a true copy by or on behalf of the respective Sponsor, of each such law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Finance Parties, necessary to render this Agreement or the amended and restated Sponsors' and Shareholders Undertaking and Completion Guarantee legal, valid, binding and enforceable, to make this Agreement and the Second Amendment and Restatement of the Sponsors' and Shareholders' Undertaking and Completion Guarantee admissible in evidence in the respective Sponsor's jurisdiction of incorporation and to enable the respective Sponsor to perform its obligations thereunder. 5. The fees set out in the Second Amendment Agreement Fee Letter addressed by the Borrower to the Off Shore Facility Agent, dated on or about the date of this Agreement, have been paid to the Finance Parties. 6. A confirmation from the ECA that the cover provided in the ECA Cover Documents will not be prejudiced as a consequence of the amendments contemplated by this Agreement and that the ECA Cover Documents remain in full force and effect. 7. A confirmation from the Equipment Vendor, issued to the Off Shore Facility Agent and countersigned by the Borrower: (a) that there are no amounts outstanding under the Delivery Contract; (b) of the amount of any refund due to the Borrower in respect of prepayments made under the Delivery Contract, which shall be applied in prepayment of the loans under the Lucent Loan Agreement in full and subsequently, to the extent any such refund is available, applied to pay outstanding amounts under the Delivery Contract; and (c) that the Delivery Contract has been terminated other than as provided in the Termination Agreement dated [-] between the Borrower, Lucent Technologies Inc., Lucent Technologies Slovenia d.o.o. and the Equipment Vendor. 8. An original, duly executed, copy of each of this Agreement and the Second Amendment and Restatement of the Sponsors' and Shareholders' Undertaking and Completion Guarantee. 9. A confirmation from the Borrower that, as at the Second Amendment Agreement Effective Date: (a) any invoices issued since 31 December 2002 which have become payable to the Equipment Vendor have been paid by the Borrower using its own funds or those made available to it by way of Equity Contributions by the Sponsors or refund under the Delivery Contract; - 7 - (b) all amounts due and payable by the Borrower under the Facility Agreement in respect of interest has been paid in full by the Borrower from its own funds or those made available to it by way of Equity Contributions by the Sponsors; and (c) the Loans outstanding under the Facility Agreement will not exceed Euro 75,317,033.82.(1) - -------------------------- (1) In relation to outstandings under the SIT Facility, the applied exchange rate is the applicable exchange rate as at the date of each drawdown of the SIT Facility. - 8 - SCHEDULE 2 CONDITIONS 1. A legal opinion of Selih, Selih, Janezic and Jarcovic, Ljubljana, the local legal advisers to the Banks, substantially in the form agreed with the Off Shore Facility Agent. 2. Prepayment by the Borrower of the following amounts utilising funds from the deposit, held by the On Shore Facility Agent, Sponsors' Cash Collateral Account and the Sponsor's Cash Collateral Account #2 or if such amounts are insufficient from funds made available to the Borrower by way of Equity Contributions by the Sponsors:

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

Any amounts prepaid in USD shall be converted to the Euro equivalent thereof in accordance with Clause 1.2.1(d) (Construction) of the Facility Agreement and any amounts to be prepaid in SIT shall be converted from Euro to SIT at the rate of exchange quoted by the On Shore Facility Agent to the Off Shore Facility Agent on or prior to the relevant conversion date. 3. Repayment by the Borrower in full of all amounts outstanding under the Lucent Loan Agreement and confirmation thereof from Lucent Technologies Inc. 4. Payment of all costs and fees, costs and expenses referred to in Clause 5 and any outstanding fees and expenses payable under the Facility Agreement from the Borrower's funds or if the Borrower does not have sufficient resources to make such payments from funds made available to the Borrower by way of Equity Contributions by the Sponsors. - ----------------------------- (2) The amounts of the deposit held by the On Shore Facility Agent includes accrued interest up to 23 July 2003. The USD amounts are indicative and for reference purposes only. - 9 - 5. A letter of comfort from Western Wireless Corporation substantially in the form agreed with the Off Shore Facility Agent. 6. A legal opinion of Friedman Kaplan Seiler & Adelman LLP, legal advisers to the Sponsors, substantially in the form agreed with the Off Shore Facility Agent. 7. Evidence that the DSRA-Required Balance, as of the Second Amendment Agreement Conditions Satisfaction Date, is standing to its credit of the Debt Service Reserve Account. 8. Notification of the execution of this Agreement to Banka Slovenije. 9. Confirmation of the amounts outstanding after prepayment by the Off Shore Facility Agent in respect of the Euro Facilities and by the On Shore Facility Agent in respect of the SIT Facilities. 10. Legal opinions of Clifford Chance, legal advisors to the Banks, as to matters of German, Luxembourg and New York law, substantially in the form agreed with the Off Shore Facility Agent. - 10 - SCHEDULE 3 AMENDMENTS TO ORIGINAL FACILITY AGREEMENT 1. The cover page of the Original Facility Agreement is amended by deleting the words "Landesbank Schleswig-Holstein Girozentrale" and replacing it with the words "HSH NORDBANK AG". 2. The cover page of the Original Facility Agreement is amended by deleting the words "Raiffeisenlandesbank Oberosterreich reg. Gen. m.b.H." and replacing them with the words "RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H." 3. The cover page of the Original Facility Agreement is amended by adding the following parties after the party named "Hypo Alpe-Adria-Bank d.d.": "DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLCHAFT MBH as Euro Facility Bank AKA AUSFUHRKREDIT-GESELLSCHAFT M.B.H. as Euro Facility Bank" 4. The cover page of the Original Facility Agreement is amended by deleting the title in its entirety and replacing it with the following: "FACILITY AGREEMENT (AS AMENDED ON 28 OCTOBER 2002 AND 2003) RELATING TO THE FINANCING OF THE VEGA GSM TELECOMMUNICATIONS NETWORK IN SLOVENIA" 5. Paragraph (4) in the Parties Clause of the Original Facility Agreement is amended by deleting the words "Landesbank Schleswig-Holstein Girozentrale" in the first line of such clause and replacing them with the words "HSH NORDBANK AG". 6. Paragraph (5) in the Parties Clause of the Original Facility Agreement is amended by deleting the words "Landesbank Schleswig-Holstein Girozentrale" in the third line of such clause and replacing them with the words "HSH NORDBANK AG". 7. Paragraph (9) in the Parties Clause of the Original Facility Agreement is amended by deleting the words "and" at the end of such clause. 8. Paragraph (10) in the Parties Clause of the Original Facility Agreement is amended by adding the word "and" to the end of such clause. 9. The Parties Clause of the Original Facility Agreement is amended by adding the following parties after Paragraph (10) of such clause: "(11) DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH and AKA - 11 - AUSFUHRKREDIT-GESELLSCHAFT M.B.H. as lenders in relation to the Euro Facility (the "EURO FACILITY BANKS")." 10. Recital C of the Original Facility Agreement is amended by deleting such recital in its entirety and replacing it with the following recital: "(C) For the financing of the construction and operation of such network the Original Euro Facility Banks agreed to grant two term loan facilities in the amount of Euro 96,443,308.50 and the Original SIT Facility Banks agreed to grant a revolving loan, guarantee and letter of credit facility in the amount of SIT 4,400,000,000 in each case, upon the terms and conditions set out in the Agreement (as amended by the First Amendment Agreement). On the date of the Second Amendment Agreement, the Loans outstanding to the Banks under this Agreement equal, in aggregate, approximately Euro 75,317,033.82* as more particularly set out in Schedule 1 Part III. * In relation to outstandings under the SIT Facility, the applied exchange rate is the applicable exchange rate as at the date of each drawdown of the SIT Facility." 11. The Recitals of the Original Facility Agreement are amended by adding the following recital after the end of Recital C: "(D) The Borrower and the Banks have further amended the Agreement (pursuant to the Second Amendment Agreement) on the terms and conditions set out herein." 12. Paragraph (a) of the definition of "Abandonment of the Project" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting the words "clause 3.2.2" in the first line of such paragraph and replacing them with the words "clause 3.2.4". 13. The definition of "Availability Period" in Clause 1.1 of the Original Facility Agreement is amended by deleting such definition in its entirety and replacing it with the following definition: ""AVAILABILITY PERIOD" means: (a) in relation to the ECA Facility, the period from the date upon which the conditions precedent in Schedule 6 (Conditions Precedent) have been satisfied up to and including the Second Amendment Agreement Effective Date; (b) in relation to the Commercial Facility, the period from the date upon which the conditions precedent in Schedule 6 (Conditions Precedent) have been satisfied up to and including the Second Amendment Agreement Effective Date; and (c) in relation to the SIT Facility, subject to Clause 6.4 (Conversion of revolving SIT Facility Loans into term loans), the period from the date upon which the conditions precedent in Schedule 6 (Conditions Precedent) have been satisfied up to and including the Second Amendment Agreement Effective Date." - 12 - 14. The definition of "Available Commitment" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the following words after the words "SIT Facility only" in the ninth line of such definition: "and subject to Clause 6.4 (Conversion of revolving SIT Facility Loans into term loans)" 15. The definition of "Business Plan" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting such definition in its entirety and replacing it with the following definition: ""BUSINESS PLAN" means, prior to the delivery of the 2002 Revised Business Plan, the Initial Business Plan, thereafter but prior to the delivery of the first Updated Business Plan, the 2002 Revised Business Plan and thereafter, the Vega Status Quo Business Plan as most recently updated or amended from time to time." 16. Clause 1.1 (Definitions) of the Original Facility Agreement is amended by including the following definitions after the definition of "Confidentiality Undertaking" and before the definition of "Contiguous Road Coverage": ""CONSOLIDATED ANNUALISED EBITDA" means twice the aggregate Consolidated EBITDA in respect of the last two (2) Quarters immediately preceding the relevant calculation date. "CONSOLIDATED EBITDA" means EBITDA in respect of the Group. "CONSOLIDATED FINANCIAL STATEMENTS" means the most recent financial statements of the Group. "CONSOLIDATED TANGIBLE NET WORTH" means at any time the aggregate of the amounts paid up or credited as paid up on the issued share capital of Western Wireless International Corporation (other than any redeemable shares) and the aggregate amount of the reserves of the Group plus: (a) any amounts set out in the most recent Consolidated Financial Statements for any financial year as payable to Western Wireless International Holding Corporation; and (b) any retained earnings, but deducting: (i) any deficit in the retained earnings; and (ii) any dividend or distribution declared, recommended or made by any member of the Group to the extent payable to a person who is not a member of the Group and such distribution is not provided for in the most recent financial statements, and so that no amount shall be included or excluded more than once. - 13 - Any calculation of Consolidated Tangible Net Worth will ignore a negative or positive balance set out under "Accumulated Other Comprehensive Loss or Gain" in the Consolidated Financial Statements." 17. The definition of "ECA" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the word "Euler" after the word "means" at the beginning of such definition. 18. Paragraph (a)(ii) of the definition of "Excess Cash Flow" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting the words "(Contingent Equity)" in the first line of such paragraph and replacing them with the words "(Additional Funding Obligations)". 19. The definition of "Fee Letter" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the words "(including the Second Amendment Agreement Fee Letter)" after the words " as set out therein" in the second line of such definition. 20. Paragraph (g) of the definition of "Finance Documents" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting such paragraph in its entirety and replacing it with the following paragraph: "(g) until the Second Amendment Agreement Conditions Satisfaction Date, the Lucent Loan Agreement;" 21. The definition of "First Facility Agreement" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting such definition in its entirety and replacing it with the following definition: ""FIRST AMENDMENT AGREEMENT" means the first amendment agreement relating to this Agreement between the Borrower and the Banks, dated 28 October 2002." 22. Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the following definition after the definition of "Government" and before the definition of "GSM": ""GROUP" means Western Wireless International Corporation and its Subsidiaries." 23. The definition of "Insurance" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting such definition in its entirety and replacing it with the following definition: ""INSURANCE" means any of the contracts of insurance which the Borrower is required from time to time to procure and maintain pursuant to Schedule 11 (Insurance), as the same may be amended, from time to time, in accordance with this Agreement." 24. Paragraph (a) of the definition of "Material Adverse Effect" of the Original Facility Agreement is amended by deleting the words "the Shareholders" in the second line of such paragraph and replacing them with the words "a Sponsor". - 14 - 25. Paragraph (c) of the definition of "Material Contracts" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting such paragraph in its entirety and replacing it with the following paragraph: "(c) the Delivery Contract (and after the Second Amendment Agreement Effective Date, that contract to the extent that the terms and conditions thereof remain in force after that date);" 26. Paragraph (i) of the definition of "Material Contracts" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the words "for the Network" after the word "infrastructure" in the first line of such paragraph. 27. The definition of "Permitted Accounts" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the words "with the Original SIT Facility Banks" after the words "such other accounts" in the third line of such definition. 28. The definition of "Project Status and Progress Report" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting the words "Clause 21.1(c)(iii)" of such definition and replacing them with the words "Clause 21.1(e)(iv)". 29. The definition of "Quarter" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the words "or, as the case may be, the Group" after the word "Borrower" in the first line of such definition. 30. The definition of "Rollover SIT Facility Loan" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the following words after the word "means" in the first line of such definition: ", subject to Clause 6.4 (Conversion of revolving SIT Facility Loans into term loans)," 31. Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the following definitions after the definition of "Screen Rate" and before the definition of "Security": ""SECOND AMENDMENT AGREEMENT" means the second amendment agreement relating to the Facility Agreement between the Borrower and the Banks, dated [-] 2003. "SECOND AMENDMENT AGREEMENT CONDITIONS SATISFACTION DATE" means the date upon which Off Shore Facility Agent (acting reasonably) confirms that the conditions listed in Schedule 2 of the Second Amendment Agreement have been satisfied or waived, in form and substance satisfactory to the Off Shore Facility Agent. "SECOND AMENDMENT AGREEMENT EFFECTIVE DATE" means the date upon which Off Shore Facility Agent (acting reasonably) confirms that the conditions precedent listed in Schedule 1 of the Second Amendment Agreement have been satisfied or waived, in form and substance satisfactory to the Off Shore Facility Agent. - 15 - "SECOND AMENDMENT AGREEMENT FEE LETTER" means the fee letter dated on or about the date of the Second Amendment Agreement between the Off Shore Facility Agent and the Borrower." 32. Paragraph (d) of the definition of "Security Documents" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the words "until the Second Amendment Agreement Conditions Satisfaction Date," at the beginning of such paragraph. 33. The definition of "Senior Creditors" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the following words after the words "Technologies Inc." in the second line of such definition: " (until the irrevocable repayment in full of all amounts outstanding under the Lucent Loan Agreement)." 34. The definition of "SIT Facility" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the following words after the word "means" in the first line of such definition: ", subject to Clause 6.4 (Conversion of revolving SIT Facility Loans into term loans)," 35. The definition of "Sponsors' and Shareholders' Undertaking and Completion Guarantee" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the words "(as amended on 28 October 2002 and [-] 2003)" after the word "Agreement" in the third line of such definition. 36. The definition of "Sponsors' Cash Collateral Account" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the words "(as amended on 28 October 2002)" after the word "Guarantee" in the second line of such definition. 37. The definition of "Sponsors' Cash Collateral Account #2" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the words "(as amended on 28 October 2002)" after the word "Guarantee" in the second line of such definition. 38. The definition of "TOM" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the words "as amended from time to time" after the words "and 81/1997)" at the end of such definition. 39. The definition of "Total Commercial Facility Commitments" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the following words after the word "Agreement" in the second line of such definition: "which, for the avoidance of doubt, shall on the Second Amendment Agreement Effective Date, be reduced to zero" 40. The definition of "Total ECA Facility Commitments" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by adding the following words after the word "Agreement" in the second line of such definition: - 16 - "which, for the avoidance of doubt, shall on the Second Amendment Agreement Effective Date, be reduced to zero" 41. The definition of "Total SIT Facility Commitments" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting the words "as reduced in accordance with the terms hereof" in the third and fourth lines of such definition and replacing them with the following words: "which, for the avoidance of doubt, shall on the Second Amendment Agreement Effective Date, be reduced to zero" 42. The definition of "Updated Business Plan" in Clause 1.1 (Definitions) of the Original Facility Agreement is amended by deleting such definition in its entirety and replacing it with the following definition: ""UPDATED BUSINESS PLAN" means an update of the Business Plan in a manner consistent with the most recent financial statements of the Borrower delivered and reviewed in accordance with Clause 21 (Reporting requirements) as most recently updated or amended from time to time." 43. Clause 1.1 (Definitions) of the Original Facility Agreement is amended by inserting the following definition after the definition of "VAT" and before the definition of "Withdrawal of the Licence": ""VEGA STATUS QUO BUSINESS PLAN" means the business plan of the Borrower accommodating the changed technical, economic and tax assumptions, agreed between the Parties and referred to as the excel spreadsheet named "Vega Status Quo 040803.xls" (as attached hereto as Exhibit 1), as most recently updated or amended from time to time." 44. Clause 2.1(a) (The Facilities) of the Original Facility Agreement is amended by adding the following words after the word "Borrower" in the first line of such clause: "until the Second Amendment Agreement Effective Date" 45. Clause 2.1(b) (The Facilities) of the Original Facility Agreement is amended by adding the following words after the word "Borrower" in the first line of such clause: ", subject to Clause 6.4 (Conversion of revolving SIT Facility Loans into term loans)," 46. Clause 4.2.1 (Further conditions precedent to all Utilisations) of the Original Facility Agreement is amended by deleting the words "Subject to Clause 4.2.2" at the beginning of such clause and replacing it with the words "Subject to Clauses 4.2.2 and 6.4 (Conversion of revolving SIT Facility Loans into term loans)". 47. Clause 4.2.1(a)(iv) (Further conditions precedent to all Utilisations) of the Original Facility Agreement is amended by deleting the word "and" from the end of such clause. - 17 - 48. Clause 4.2.1(a)(v) (Further conditions precedent to all Utilisations) of the Original Facility Agreement is amended by adding the word "and" after the word "utilised;" at the end of such clause. 49. Clause 4.2.1(a) (Further conditions precedent to all Utilisations) of the Original Facility Agreement is amended by adding the following words after the end of Clause 4.2.1(a)(v) and before Clause 4.2.1(b): "(vi) the proposed Utilisation Date is a date on or before the Second Amendment Agreement Effective Date;" 50. Clause 4.2.2 (Further conditions precedent to all Utilisations) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "4.2.2 Subject to Clause 6.4 (Conversion of revolving SIT Facility Loans into term loans) the Banks will only be obliged to comply with Clause 6 (Loans) in relation to a Rollover SIT Facility Loan if on the Utilisation Date: (a) no Event of Default is continuing or would result from the Rollover SIT Facility Loan; (b) the aggregate SIT Facility Loans and reimbursement obligations under the SIT Facility Guarantees or LCs will not exceed the lesser of: (i) an equivalent amount of Euro 20,000,000 until the Second Amendment Agreement Effective Date and thereafter Euro 7,500,000 at the exchange rate (middle rate) of Banka Slovenije on the proposed Utilisation Date; and (ii) the amount to which the SIT Facility Commitment is to be reduced in accordance with Clause 13.3 (Reduction of the SIT Facility Commitment) on or before the proposed Utilisation Date." 51. Clause 5.2(a)(ii) (Completion of a Utilisation Request) of the Original Facility Agreement is amended by renumbering such clause as 5.2(a)(i)(4). 52. Clause 5.2(a)(iii) (Completion of a Utilisation Request) of the Original Facility Agreement is amended by renumbering such clause as 5.2(a)(ii). 53. Clause 5.2(a)(iv) (Completion of a Utilisation Request) of the Original Facility Agreement is amended by renumbering such clause as 5.2(a)(iii). 54. Clause 6 (Loans) of the Original Facility Agreement is amended by adding the following clause after the end of Clause 6.3 (Revaluation of SIT Facility Loans): "6.4 CONVERSION OF REVOLVING SIT FACILITY LOANS INTO TERM LOANS - 18 - Notwithstanding any other provision of this Agreement, on the Second Amendment Agreement Effective Date, the SIT Facility Commitments shall be reduced to zero. All SIT Facility Loans outstanding on the Second Amendment Agreement Effective Date shall be repayable as a term loan on the dates and in the amounts set out in Clause 13 (Repayment) and Schedule 2 (Repayment Dates). For the avoidance of doubt, from the Second Amendment Agreement Effective Date: (a) no amounts repaid may be reborrowed; (b) no Rollover SIT Facility Loans may be utilised; and (c) except as expressly provided in this Clause 6.4, the rights and obligations of the Parties under this Agreement continue in full force and effect." 55. Clause 9.1(b) (Calculation of floating rate interest under the ECA Facility) of the Original Facility Agreement is amended by adding the following words to the beginning of such clause: "Up to but excluding the Second Amendment Agreement Effective Date," 56. Clause 9.1(b)(i)(2) (Calculation of floating rate interest under the ECA Facility) of the Original Facility Agreement is amended by deleting the word "(c)" in the fifth line of such clause and replacing it with the word "21.1(e)". 57. Clause 9.1(b)(ii) (Calculation of floating rate interest under the ECA Facility) of the Original Facility Agreement is amended by deleting the word "(c)" in the third line of such clause and replacing it with the word "(e)". 58. Clause 9.1 (Calculation of floating rate interest under the ECA Facility) of the Original Facility Agreement is amended by adding the following clause after the end of Clause 9.1(b)(iii): "(c) From and including the Second Amendment Agreement Effective Date, the ECA Facility Applicable Margin shall be an amount of, initially, 1.50% per annum and thereafter the rate per annum set out in the column headed "Margin (% p.a.)" subject to the achievement by the Borrower, as at the end of the most recently ended Quarter, of the relevant financial performance tests set out in the same line in the column headed "Financial Performance" in the table below:

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

- 19 - - --------------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive and the Total 1.05 Leverage Ratio is less than or equal to 6 but greater than 5 - --------------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive and the Total 0.95 Leverage Ratio is less than or equal to 5 but greater than 4 - --------------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive and the Total 0.85 Leverage Ratio is less than or equal to 4 but greater than 3 - --------------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive and the Total 0.75 Leverage Ratio is less than or equal to 3 but greater than 2 - --------------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive and the Total 0.65 Leverage Ratio is less than or equal to 2 but greater than 1 - --------------------------------------------------------------------------------- PROVIDED THAT: (i) any change to the ECA Facility Applicable Margin shall take place from the immediately following ECA Facility Applicable Margin Adjustment Date (subject to Clause 9.1(c)(ii)) if: (1) the Borrower has requested a reduction in the Applicable Margin in the Covenant Compliance Certificate at least 15 Business Days prior to such Euro Facility Interest Payment Date or the Off Shore Facility Agent has notified the Borrower, based on the information referred to in (2) below, that there will be an increase in the Applicable Margin in accordance with the above provisions of this paragraph (c); (2) the Off Shore Facility Agent has confirmed the satisfaction of the above conditions relating to financial performance of the Borrower on the basis of the most recent information for the Borrower required to be provided by the Borrower pursuant to Clauses 21.1(a) and (e) (Financial statements and other information) and Clause 21.3 (Covenant Compliance Certificate); (3) no Event of Default or Potential Event of Default is continuing; (ii) if the Off Shore Facility Agent has not received the information for the Borrower required to be provided by the Borrower pursuant to Clauses 21.1(a) and (e) (Financial statements and other information) and Clause 21.3 (Covenant Compliance Certificate) in respect of the relevant period by its due date for delivery pursuant to this Agreement, the Applicable Margin will be 1.50% per annum from that date until such time as the Borrower satisfies the conditions set out in this paragraph (c) and the Borrower is in compliance with its obligations under Clause 21 (Reporting requirements)." - 20 - 59. Clause 9.2(b) (Calculation of floating rate interest under the Commercial Facility) of the Original Facility Agreement is amended by adding the following words to the beginning of such clause: "Up to but excluding the Second Amendment Agreement Effective Date," 60. Clause 9.2(b)(i)(2) (Calculation of floating rate interest under the Commercial Facility) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following: "(2) the Off Shore Facility Agent has confirmed the satisfaction of the above conditions relating to financial performance of the Borrower on the basis of the most recent information for the Borrower required to be provided by the Borrower pursuant to Clauses 21.1(a) and (e) (Financial statements and other information) and Clause 21.3 (Covenant Compliance Certificate);" 61. Clause 9.2(b)(ii) (Calculation of floating rate interest under the Commercial Facility) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "(ii) if the Off Shore Facility Agent has not received the information for the Borrower required to be provided by the Borrower pursuant to Clauses 21.1(a) and (e) (Financial statements and other information) and Clause 21.3 (Covenant Compliance Certificate) in respect of the relevant period by its due date for delivery pursuant to this Agreement, the Applicable Margin will be 3.25% per annum from that date until such time as the Borrower satisfies the conditions set out in this paragraph (b) and is in compliance with its obligations under Clause 21 (Reporting requirements);" 62. Clause 9.2 (Calculation of floating rate interest under the Commercial Facility) of the Original Facility Agreement is amended by adding the following clause after the end of Clause 9.2(b)(iii): "(c) From and including the Second Amendment Agreement Effective Date, the Commercial Facility Applicable Margin shall be an amount of, initially, 3.50% per annum and thereafter the rate per annum set out in the column headed "Margin (% p.a.)" subject to the achievement by the Borrower, as at the end of the most recently ended Quarter, of the relevant financial performance tests set out in the same line in the column headed "Financial Performance" in the table:

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

- 21 - - ----------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive 2.25 and the Total Leverage Ratio is less than or equal to 6 but greater than 5 - ----------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive 2.00 and the Total Leverage Ratio is less than or equal to 5 but greater than 4 - ----------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive 1.75 and the Total Leverage Ratio is less than or equal to 4 but greater than 3 - ----------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive 1.50 and the Total Leverage Ratio is less than or equal to 3 but greater than 2 - ----------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive 1.25 and the Total Leverage Ratio is less than or equal to 2 but greater than 1 - ----------------------------------------------------------------------------- PROVIDED THAT: (i) any change to the Commercial Facility Applicable Margin shall take place from the immediately following Commercial Facility Applicable Margin Adjustment Date (subject to Clause 9.2(c)(ii)) if: (1) the Borrower has requested a reduction in the Applicable Margin in the Covenant Compliance Certificate at least 15 Business Days prior to such Euro Facility Interest Payment Date or the Off Shore Facility Agent has notified the Borrower, based on the information referred to in (2) below, that there will be an increase in the Applicable Margin in accordance with the above provisions of this paragraph (c); (2) the Off Shore Facility Agent has confirmed the satisfaction of the above conditions relating to financial performance of the Borrower on the basis of the most recent information for the Borrower required to be provided by the Borrower pursuant to Clauses 21.1(a) and (e) (Financial statements and other information) and Clause 21.3 (Covenant Compliance Certificate); (3) no Event of Default or Potential Event of Default is continuing; (ii) if the Off Shore Facility Agent has not received the information for the Borrower required to be provided by the Borrower pursuant to Clauses 21.1(a) and (e) (Financial statements and other information) and Clause 21.3 (Covenant Compliance Certificate) in respect of the - 22 - relevant period by its due date for delivery pursuant to this Agreement, the Applicable Margin will be 3.50% per annum from that date until such time as the Borrower satisfies the conditions set out in this paragraph (c) and the Borrower is in compliance with its obligations under Clause 21 (Reporting requirements)." 63. Clause 9.3.1(a) (Calculation of floating rate interest under the SIT Facility) of the Original Facility Agreement is amended by deleting the word "and" at the end of such clause. 64. Clause 9.3.1(b) (Calculation of floating rate interest under the SIT Facility) of the Original Facility Agreement is amended by adding the following words to the beginning of such clause: "Up to but excluding the Second Amendment Agreement Effective Date," 65. Clause 9.3.1(b)(i)(2) (Calculation of floating rate interest under the SIT Facility) of the Original Facility Agreement is amended by deleting the word "(c)" in the fifth line of such clause and replacing it with the word "(e)". 66. Clause 9.3.1(b)(ii) (Calculation of floating rate interest under the SIT Facility) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "(ii) if the On Shore Facility Agent has not received the information for the Borrower required to be provided by the Borrower pursuant to Clauses 21.1(a) and (e) (Financial statements and other information) and Clause 21.3 (Covenant Compliance Certificate) in respect of the relevant period by its due date for delivery pursuant to this Agreement, the Applicable Margin will be 1.50% per annum from that date until such time as the Borrower satisfies the conditions set out in this paragraph (b) and is in compliance with its obligations under Clause 21 (Reporting requirements)." 67. Clause 9.3.1 (Calculation of floating rate interest under the SIT Facility) of the Original Facility Agreement is amended by adding the following clause after the end of Clause 9.3.1(b)(ii): "(c) From and including the Second Amendment Agreement Effective Date, the SIT Facility Applicable Margin shall be an amount of, initially, 1.75% per annum and thereafter the rate per annum set out in the column headed "Margin (% p.a.)" subject to the achievement by the Borrower, as at the end of the most recently ended Quarter, of the relevant financial performance tests set out in the same line in the column headed "Financial Performance" in the table below:

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

- 23 - - ----------------------------------------------------------------------------- EBITDA for the preceding two (2) Quarters is positive 1.25 and the Total Leverage Ratio less than or equal to 2.00 - ----------------------------------------------------------------------------- PROVIDED THAT: (i) any change to the SIT Facility Applicable Margin shall take place from the first day of the immediately following Interest Period if: (1) the Borrower has requested a reduction in the Applicable Margin in the Covenant Compliance Certificate at least 15 Business Days prior to such Interest Period or the Off Shore Facility Agent has notified the Borrower, based on the information referred to in (2) below, that there will be an increase in the Applicable Margin in accordance with the above provisions of this paragraph (c); (2) the On Shore Facility Agent has confirmed the satisfaction of the above conditions relating to financial performance of the Borrower on the basis of the most recent information for the Borrower required to be provided by the Borrower pursuant to Clauses 21.1(a) and (e) (Financial statements and other information) and Clause 21.3 (Covenant Compliance Certificate); and (3) no Event of Default or Potential Event of Default is continuing; (ii) if the On Shore Facility Agent has not received the information for the Borrower required to be provided by the Borrower pursuant to Clauses 21.1(a) and (e) (Financial statements and other information) and Clause 21.3 (Covenant Compliance Certificate) in respect of the relevant period by its due date for delivery pursuant to this Agreement, the Applicable Margin will be 1.75% per annum from that date until such time as the Borrower satisfies the conditions set out in this paragraph (c) and the Borrower is in compliance with its obligations under Clause 21 (Reporting requirements). - 24 - 68. Clause 12.1 (Commitment fees) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "12.1 COMMITMENT FEES (a) The Borrower shall pay to the Off Shore Facility Agent (for the account of each Euro Facility Bank) a fee computed at the rate of: (i) 0.75% per annum on each Bank's Available Commitment under the Euro Facility until the date which is the earlier of (A) 75% of the ECA Facility Commitment and the Commercial Facility Commitment has been disbursed or (B) on 20 February 2003 or such other date as agreed between the Borrower and the Banks; and (ii) thereafter 0.50% per annum on that Bank's Available Commitment under the Euro Facility for the Availability Period applicable to the Euro Facility up to 20 February 2003 or such other date as agreed between the Borrower and the Banks. (b) The Borrower shall pay to the On Shore Facility Agent (for the account of each SIT Facility Bank) a fee computed at the rate of 0.10% per annum on the Available Commitment under the SIT Facility up to 20 February 2003 or such other date as agreed between the Borrower and the Banks. (c) The fees under paragraphs (a) and (b) above shall be payable quarterly in arrears from the date of execution of this Agreement." 69. Clause 12.7 (Off Shore Facility Agent fee) of the Original Facility Agreement is amended by deleting the word "Offshore" in the first line of such clause and replacing it with the words "Off Shore". 70. Clause 13.2 (Repayment of the SIT Facility Loans) of the Original Facility Agreement is amended by deleting the word "Each" at the beginning of such clause and replacing it with the following words: "Subject to Clause 13.4 (Repayment of the SIT Facility Loans after the Second Amendment Agreement Effective Date), each" 71. Clause 13.3 (Reduction of the SIT Facility Commitment) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "13.3 REDUCTION OF THE SIT FACILITY COMMITMENT Up to and including the Second Amendment Agreement Effective Date, the SIT Facility Commitment shall be reduced on the dates and in the amounts which correspond to the percentage rates set out in Schedule 2 (Repayment Dates)." - 25 - 72. Clause 13 (Repayment) of the Original Facility Agreement is amended by adding the following clause after the end of Clause 13.3 (Reduction of the SIT Facility Commitment): "13.4 REPAYMENT OF THE SIT FACILITY LOANS AFTER THE SECOND AMENDMENT AGREEMENT EFFECTIVE DATE From the Second Amendment Agreement Effective Date, each SIT Facility Loan shall be repaid on the dates and in the amounts which correspond to the percentage rates set out in Schedule 2 (Repayment Dates)." 73. Clause 14.4 (Voluntary prepayment of Euro Facility Loans) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "14.4 VOLUNTARY PREPAYMENTS 14.4.1 In addition to the Borrower's rights set forth in Clause 14.6 (Right of repayment and cancellation in relation to a single Bank) the Borrower may, after the end of the Availability Period and if it gives the Off Shore Facility Agent not less than five (5) Business Days' (or such shorter period as the Majority Banks may agree) prior notice, prepay any part of any ECA Facility Loan and any Commercial Facility Loan in minimum amounts of Euro 1,000,000. 14.4.2 In addition to the Borrower's rights set forth in Clause 14.6 (Right of repayment and cancellation in relation to a single Bank) the Borrower may, after the end of the Availability Period and if it gives the On Shore Facility Agent not less than five (5) Business Days' (or such shorter period as the Majority Banks may agree) prior written notice, prepay any part of any SIT Facility Loan in minimum amounts of an equivalent amount of Euro 1,000,000." 74. Clause 14.5 (Mandatory prepayments) of the Original Facility Agreement is amended by adding the following clauses after the end of Clause 14.5.2: "14.5.3 Notwithstanding the provisions of Clause 14.5.1 above, the Borrower shall, on or prior to the Second Amendment Agreement Conditions Satisfaction Date, prepay the Loans and the loans made under the Lucent Loan Agreement in accordance with the requirements of Schedule 2 of the Second Amendment Agreement, such prepayments to be applied in accordance with the requirements thereof. 14.5.4 Any amounts (if any) in respect of the ECA Premium reimbursed by the ECA shall (i) be applied by the Off Shore Facility Agent on the immediately following Interest Payment Date after receipt of such reimbursement, to prepay Loans made under ECA Facility Tranche 2 or the other Loans made under the ECA Facility to the extent such tranche has been repaid in full and (ii) be paid to the Borrower if all Loans have been irrevocably repaid in full." - 26 - 75. Clause 14.7.7 (Restrictions) of the Original Facility Agreement is amended by deleting the words "(Voluntary prepayment of Euro Facility Loans)" in the first and second lines of such clause and replacing it with the words "(Voluntary prepayments)". 76. Clause 19.2 (Amendment costs) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "19.2 AMENDMENT COSTS If (a) the Borrower requests an amendment, waiver or consent (which, for the avoidance of doubt, includes the preparation and implementation of the requirements of the First Amendment Agreement and the Second Amendment Agreement) or (b) an amendment is required pursuant to Clause 30.9 (Change of currency), the Borrower shall, within three (3) Business Days of demand, reimburse each Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by it in responding to, evaluating, negotiating or complying with that request or requirement and preparing and implementing such amendment, waiver or consent." 77. Clause 20.1.1 (Status) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "20.1.1 STATUS The Borrower is a corporation duly incorporated and validly existing under the laws of Slovenia and has the power and, except as expressly disclosed to the Off Shore Facility Agent prior to the Second Amendment Agreement Effective Date, all necessary governmental and other material Authorisations under any applicable jurisdiction to own its property and assets and to carry on its business as currently conducted." 78. Clause 20.1.6(a) (Authorisations) of the Original Facility Agreement is amended by deleting the word "All" at the beginning of such clause and replacing it with the words: "Except as expressly disclosed to the Off Shore Facility Agent prior to the Second Amendment Agreement Effective Date, all" 79. Clause 20.1.12(d) (Financial statements) of the Original Facility Agreement is amended by deleting the word "There" at the beginning of such clause and replacing it with the words: "As at and prior to the Second Amendment Agreement Effective Date, except as expressly disclosed to the Off Shore Facility Agent and distributed to the Banks, there" 80. Clause 20.1.26 (Amendments to Material Contracts) of the Original Facility Agreement is amended by deleting the word "(Amendments)" in the second line of such clause and replacing it with the word "(Amendments))". 81. Clause 21 (Reporting Requirements) of the Original Facility Agreement is amended by deleting the first paragraph of such clause in its entirety and replacing it with the following paragraph: - 27 - "The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents (other than the Sponsors Unsecured Loan Agreement, to the extent that amounts remain outstanding thereunder after all amounts outstanding under the other Finance Documents have been repaid in full) or any Commitment is in force." 82. Clause 21.1 (Financial statements and other information) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "21.1 FINANCIAL STATEMENTS AND OTHER INFORMATION The Borrower shall supply to the Off Shore Facility Agent in sufficient copies for all of the Banks: (a) as soon as the same become available, but in any event not later than 120 days after the end of each financial year one set of its audited annual financial statements for that financial year prepared in accordance with US GAAP and one set of its audited annual financial statements for that financial year prepared in accordance with Slovenian Accounting Standards; (b) from the Second Amendment Agreement Effective Date, as soon as the same become available, but in any event not later than 120 days after the end of each financial year one set of the consolidated audited annual financial statements of the Group for that financial year prepared in accordance with US GAAP; (c) as soon as the same becomes available, but in any event not later than six weeks after the commencement of a new financial year of the Borrower, the Updated Business Plan in respect of the following financial year which shall, without limitation: (i) be in the same format and comprise the same items as the most recent Business Plan and otherwise include a description of any changes and sufficient information, in form and substance as may be reasonably required by the Off Shore Facility Agent, to enable the Banks to make an accurate comparison between the most recent Business Plan and such Updated Business Plan; (ii) demonstrate that the Borrower is in compliance with the requirements of Clause 22 (Financial covenants and network milestones) (to the extent such requirements are applicable to the Borrower) and such Updated Business Plan is consistent with Clause 24 (General undertakings); and (iii) include a profit and loss statement, balance sheet, cash flow statement and details of investments in fixed assets, capital - 28 - and operation expenditures updated to reflect the circumstances then existing and anticipated for the forthcoming financial year and any information relevant at such time that was not included in the Initial Business Plan; and (iv) include an outline of major future business plans; PROVIDED THAT if at any time the then current Business Plan is updated or amended by the Borrower, it shall forthwith supply to the Off Shore Facility Agent such updates or amendments and a description and explanation thereof; (d) from the Second Amendment Agreement Effective Date, as soon as the same becomes available, but in any event not later than six weeks after the commencement of a new financial year of Western Wireless International Corporation, a three year business plan for the Group in respect of the following three financial years which shall, without limitation: (i) be in the same format and comprise the same items as the most recent business plan for the Group as set out in Exhibit 2 and otherwise include a description of any changes and sufficient information, in form and substance as may be reasonably required by the Off Shore Facility Agent, to enable the Banks to make an accurate comparison between the most recent three year business plan and such updated business plan; (ii) demonstrate that the Group is in compliance with the requirements of Clause 22 (Financial covenants and network milestones); and (iii) include a profit and loss statement, cash flow statement and details of investments in, capital and expenditures in each case on a consolidated basis in respect of the Group in the same format as the most recent business plan for the Group and updated to reflect the circumstances then existing and anticipated for the forthcoming three financial years and any information relevant at such time that was not included in the previous business plan; and (iv) include an outline of major business developments; PROVIDED THAT if at any time the then current business plan for the Group is updated or amended the Borrower shall forthwith supply to the Off Shore Facility Agent such updates or amendments and a description and explanation thereof; - 29 - (e) as soon as the same becomes available but in any event not later than 45 days after the end of each Quarter and starting as at 31 December 2001, a management report for that Quarter, signed by the CFO, which shall include, without limitation: (i) a profit and loss statement, balance sheet, cash flow statement, details of investments in fixed assets, debt profile (including aggregate lease obligations) short term and long term for the Borrower and in addition, from the Second Amendment Agreement Effective Date, on a consolidated basis for the Group; (ii) from the Second Amendment Agreement Effective Date, details of any funding that has been provided by Western Wireless International Corporation in the preceding Quarter to ensure that at all times the balance standing to the credit of the Proceeds and Revenues Account is equal to or greater than Euro 1; (iii) a list of all existing accounts of the Borrower identifying the financial institution with which those are held and the balances thereon; and (iv) a Project Status and Progress Report setting out in detail information addressing the matters referred to in Schedule 15 (Project Status and Progress Report) (signed by the CFO and the chief technical officer of the Borrower); and (f) until the Second Amendment Agreement Effective Date, every week bank statements (in the form agreed between the Off Shore Facility Agent, the On Shore Facility Agent and Hypo Alpe-Adria-Bank d.d.) in respect of the Permitted Accounts and the Proceeds and Revenue Accounts and the Borrower authorises and instructs the On Shore Facility Agent and Hypo Alpe-Adria-Bank d.d. to provide such bank statements in respect of the Proceeds and Revenue Accounts to the Off Shore Facility Agent at such times." 83. Clause 21.2(a) (Requirements as to financial statements) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "(a) Each set of financial statements delivered by the Borrower pursuant to Clause 21.1 (Financial statements and other information) shall be certified by the CFO (or if in respect of the Group the chief financial officer of Western Wireless International Corporation) as fairly representing its (or in the case of the Group, the Group's) financial condition as at the end of and for the period up to the date as at which those financial statements were drawn up." - 30 - 84. Clause 21.3 (Covenant Compliance Certificate) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "21.3 COVENANT COMPLIANCE CERTIFICATE (a) The Borrower shall supply the Off Shore Facility Agent, with each set of financial statements prepared in accordance with US GAAP delivered pursuant to Clauses 21.1(a), 21.1(b) and 21.1(e)(i) (Financial statements and other information), a Covenant Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 22 (Financial covenants and network milestones) as at the date as at which those financial statements were drawn up and confirming compliance with the requirements of Clause 23.3 (Application of moneys on the Proceeds and Revenue Accounts). (b) Each Covenant Compliance Certificate shall be signed by the CFO (or if the financial statements are in respect of the Group the chief financial officer of Western Wireless International Corporation) and, if required to be delivered with the financial statements delivered pursuant to Clause 21.1(a) (Financial statements and other information), shall be reported on by the Borrower's or the Group's auditors, as the case may be." 85. Clause 21.4 (Information: miscellaneous) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it by the following clause: "21.4 INFORMATION: MISCELLANEOUS The Borrower shall supply the Off Shore Facility Agent (in sufficient copies for all the Banks, if the Off Shore Facility Agent so requests) with: (a) all documents dispatched by the Borrower or a member of the Group to its creditors generally at the same time as they are dispatched; (b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings against the Borrower or a member of the Group (which are not considered to be frivolous or vexatious) which are current, threatened or pending, and which might, if adversely determined, have a Material Adverse Effect; (c) promptly, such further information regarding its or the Group's financial condition, business and operations as any Finance Party (through the Agent) may reasonably request; and (d) any other information that from time to time may be reasonably asked for by the Off Shore Facility Agent and the Independent Technical Consultant." - 31 - 86. Clause 21.6 (Business Plan Review) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "21.6 BUSINESS PLAN REVIEW 21.6.1 Within the earlier of: (a) 14 days from the receipt by the Off Shore Facility Agent of an Updated Business Plan; and (b) eight weeks from the commencement of a financial year of the Borrower, the Borrower and the Off Shore Facility Agent shall meet and review the Updated Business Plan delivered in accordance with Clause 21.1(c) (Financial statements and other information)." "21.6.2 In addition to the requirements of Clause 21.6.1, from the Second Amendment Agreement Effective Date, the Borrower shall use its best endeavours to procure Western Wireless International Corporation to meet, within the same period set out in Clause 21.6.1, the Off Shore Facility Agent to review the three year business plan delivered in accordance with Clause 21.1(d) (Financial statements and other information). 21.6.3 The Borrower shall (with respect to its Business Plan), and shall use its best endeavours to procure Western Wireless International Corporation to (with respect to any Group business plan), meet the Off Shore Facility Agent and review any updates or amendments provided pursuant to Clause 21.1(c) or Clause 21.1(d) respectively (Financial statements and other information) within 14 days from the receipt by the Off Shore Facility Agent of such updates or amendments." 87. Clause 21.7 (Building Permit Reports) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "21.7 BUILDING PERMIT REPORTS 21.7.1 The Borrower shall use its best efforts to obtain all outstanding building permits as soon as possible. 21.7.2 The Borrower shall provide to the Off Shore Facility Agent within 10 Business Days of the last day of each Month from the date of the First Amendment Agreement until the Second Amendment Agreement Conditions Satisfaction Date and thereafter within 10 Business Days of the last day of each Quarter until the date on which all building permits are obtained, a report indicating: (a) the number of sites for which building permits have been achieved; (b) the number of sites for which building permits remain outstanding; and - 32 - (c) an explanation as to the status of applications for all outstanding permits including details of any problems encountered in relation to the obtaining of those permits and the steps taken by the Borrower to remedy such problems." 88. Clause 22 (Financial Covenants and Network Milestones) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "22. FINANCIAL COVENANTS AND NETWORK MILESTONES The calculation of ratios and other amounts under this Clause 22 shall be made by reference to the most recent financial statements, Covenant Compliance Certificate and Project Status and Progress Report for the period or periods in relation to which the calculation or determination falls to be made. 22.1 SPONSOR CONTRIBUTIONS 22.1.1 The Borrower shall request the Sponsors make their funding contributions in accordance with the Sponsors' and Shareholders' Undertaking and Completion Guarantee. 22.1.2 Until the Second Amendment Agreement Effective Date, the Borrower shall ensure that, at all times, the Contributed Capital Ratio is at least 0.4. 22.2 STAGE I COVENANTS From the first Utilisation until the Second Amendment Agreement Effective Date, the Borrower shall ensure that the financial and performance parameters set out in Clauses 22.2(a) to (d) are achieved, as confirmed by the Independent Technical Consultant in respect of the performance parameters set out in paragraphs (a) and (b) below and in accordance with Clause 22.4 (Confirmation by Independent Technical Consultant), to the satisfaction of the Off Shore Facility Agent (acting reasonably) by the dates set out therein: (a) MINIMUM SUBSCRIBERS The number of Subscribers shall be: (i) as at 31 March 2002, at least 8,000; (ii) as at 30 June 2002, at least 40,000; and (iii) as at 31 December 2002, at least 80,000; (b) POPULATION COVERAGE The Population Coverage shall be: (i) as at 28 February 2002, at least 60%; (ii) as at 31 March 2002, at least 65%; - 33 - (iii) as at 30 June 2002, at least 65% or 70% if no national roaming agreement is in place; and (iv) as at 31 December 2002, at least 80%; (c) QUARTERLY REVENUE TEST At the end of each Quarter commencing from 31 March 2002 until the Second Amendment Agreement Effective Date, the Service Revenues in Euro shall be at least: (i) in respect of the period from 1 January 2002 to 30 June 2002, 80% of the Service Revenues forecast in the table below; and (ii) thereafter, 85% of the Service Revenues forecast in the table below.

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

Q I 2003 Q II 2003 - ---------------------------------------------------------------- Forecast Service Revenues 6,162,659 8,282,223 - ---------------------------------------------------------------- Applicable Percentage of Service Revenues 5,238,260 7,039,890 - ----------------------------------------------------------------

(d) QUARTERLY EBITDA TEST At the end of each Quarter commencing from 31 December 2001 until the Second Amendment Agreement Effective Date the aggregate EBITDA in Euro of the immediately preceding two Quarters shall not negatively deviate more than 15% from the level set out in column headed "Aggregate EBITDA Base Case" in the table below. - 34 -

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

22.3 STAGE II COVENANTS (a) MINIMUM CONSOLIDATED TANGIBLE NET WORTH As at 31 December of each financial year, commencing from the Second Amendment Agreement Effective Date, the Consolidated Tangible Net Worth of the Group shall be greater than zero. (b) MINIMUM CONSOLIDATED EBITDA As at 31 December of each financial year set out below, commencing from the Second Amendment Agreement Effective Date, the Consolidated EBITDA of the Group in Euro for such financial year shall not be less than the product of (i) the principal amount of Loans outstanding on 31 December of such financial year, multiplied by (ii) the number set out below the relevant year in the table below:

GROUP FINANCIAL YEAR 2003 2004 2005 2006 - --------------------------------------------------------------------- MULTIPLE 0.2 1.0 2.0 3.2

(c) For the purpose of determining compliance with this Clause, amounts denominated in any currency other than Euros shall be converted: - 35 - (i) first, into US Dollars on the same basis such amounts are converted into US Dollars for the purposes of preparing the Group's consolidated audited financial statements; and (ii) thereafter, from US Dollars into Euros using the reciprocal exchange rate applicable in paragraph (i) above. 22.4 CONFIRMATION BY INDEPENDENT TECHNICAL CONSULTANT The figures in Clauses 22.2(a) and (b) (Stage I covenants) shall be confirmed by the Independent Technical Consultant annually commencing on 31 December 2002 and ending on the Second Amendment Agreement Effective Date." 89. Clause 23.3(d) (Application of moneys on the Proceeds and Revenue Accounts) of the Original Facility Agreement is amended by deleting such clause in it entirety and replacing it with the following clause: "(d) subject to Clause 23.9 (Debt Service Reserve Account) and Clause 23.6.2 (Debt Service Account) all Proceeds and Revenues (other than those expressly referred to in paragraphs (a) to (c) above) shall be applied for the following purposes and exclusively in the following order: (i) first, in and towards payment of any Tax payment due and payable; (ii) second, in or towards payment of all due and payable operating costs as shown in the 2002 Revised Business Plan and from the Second Amendment Agreement Conditions Satisfaction Date, the Vega Status Quo Business Plan as set out in Exhibit 1 and thereafter any Updated Business Plan (including amounts in respect of direct costs payable under the Management Agreement which are provided for in the Initial Business Plan but excluding any amounts payable under the Lucent Loan Agreement); (iii) third, in or towards payment of all due and payable on-going capital costs in relation to the build-out of the Network as shown in the 2002 Revised Business Plan and from the Second Amendment Agreement Conditions Satisfaction Date, the Vega Status Quo Business Plan as set out in Exhibit 1 and thereafter any Updated Business Plan and necessary to perform its business but excluding any amounts payable under the Lucent Loan Agreement; (iv) fourth, in and towards Debt Service Payments due and payable and payments to be made to the Debt Service Account in accordance with Clause 23.6 (Debt Service Account) which shall be applied: (1) towards payment of any unpaid costs and expenses of the Banks, the Agents, the Security Agents, with the exception of the payments mentioned under paragraphs (2) to (4) and (viii) below; - 36 - (2) in or towards payment of any amount due and payable under the Hedging Agreements; (3) in or towards payment of any accrued interest and fees due and payable to the Banks hereunder and to the Sponsors under the Sponsors Unsecured Loan Agreement and Lucent Technologies Inc. under the Lucent Loan Agreement; (4) in or towards payment of any principal due and payable to the Banks under this Agreement and to the Sponsors under the Sponsors Unsecured Loan Agreement and Lucent Technologies Inc. under the Lucent Loan Agreement; (v) fifth, in or towards any payment of any amount due and payable into the Debt Service Reserve Account in accordance with Clause 23.9 (Debt Service Reserve Account); (vi) sixth, in and towards payment of all due and payable operating costs and expenses that have not been paid pursuant to Clause 23.3(d)(ii); (vii) seventh, in or towards payment of capital costs in the amounts and at the times set out in the Business Plan (which, prior to the Second Amendment Agreement Conditions Satisfaction Date, shall be the Initial Business Plan and the 2002 Revised Business Plan) and subject to Clause 23.3(e)(ii) amounts in respect of any margin payable under the Management Agreement in an amount not exceeding (A) US Dollars 700,000 or its equivalent in the financial year ending 31 December 2002 and (B) in each financial year thereafter the lesser of (Y) 50% of any direct costs payable under the Management Agreement and (Z) US Dollars 700,000 or its equivalent; (viii) eighth, in payment, prior to the Second Amendment Agreement Conditions Satisfaction Date, of any amounts planned to be paid by the Borrower in the immediately following 12 month period in respect of capital expenditure to the Capital Expenditure Reserve Account PROVIDED THAT any amounts standing to the credit of such account on the Second Amendment Agreement Conditions Satisfaction Date shall be paid into the Proceeds and Revenues Accounts; (ix) ninth, in prepayment of the Facilities in accordance with Clause 14.5 (Mandatory prepayments); and (x) tenth, in or towards any payment due and payable to the Shareholders (including any interest payable on any Subordinated Loans or other amounts payable under the Management Agreement that have not been paid pursuant to Clauses 23.3(d)(ii) or (vii) or any prepayment pursuant to the Sponsor Subordinated Loan Agreement #2) in an amount not to exceed 50% of the Excess Cash Flow." - 37 - 90. Clause 23.3(e)(ii)(1) (Application of moneys on the Proceeds and Revenue Accounts) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "(1) from the date of the First Amendment Agreement until 1 January 2005 such fees (the "SUBORDINATED MANAGEMENT FEES") may only be paid, subject to Clause 23.3(e)(iii), in accordance with paragraph (x) above and the obligations of the Borrower to pay the Subordinated Management Fees outstanding between the date of the First Amendment Agreement and 1 January 2005 shall be converted into and treated as Subordinated Loans;" 91. Clause 23.3(f) (Application of moneys on the Proceeds and Revenue Accounts) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "(f) Payments by the Borrower from the Proceeds and Revenue Accounts to the Shareholders pursuant to paragraph (d)(x) above are permitted only: (i) from the expiry of the Availability Period of the Euro Facility; (ii) subject to the absence of an Event of Default or Potential Event of Default; (iii) upon provision of the most recent financial statements required in accordance with Clause 21 (Reporting requirements) covering the relevant period and showing a net profit before payments are made to the Shareholders; (iv) upon the provision of a Covenant Compliance Certificate confirming that the Borrower complies with the financial covenants and other requirements set out in the Covenant Compliance Certificate; and (v) within a period of ten (10) Business Days following a Repayment Date of a Euro Facility Loan." 92. Clause 23.7.1 (Capital Expenditure Reserve Account) of the Original Facility Agreement is amended by the adding the following words after the words " Utilisation Date" in the third line of such clause: "which shall remain open until the Second Amendment Agreement Conditions Satisfaction Date" 93. Clause 23.8.2 (Loan Proceeds Account) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "23.8.2 The Borrower may withdraw amounts standing to the credit of the Loan Proceeds Account PROVIDED THAT funds so withdrawn are used: - 38 - (a) to make payment in respect of Project Costs but in the case of the proceeds of any Loans, excluding any amounts payable to the Debt Service Reserve Account; and (b) after giving effect to the conversion of Euro 18,500,000 of Existing WWIC Loans into Sponsors Contributions and Euro 1,561,318.60 of Existing WWIC Loans into Sponsors Unsecured Loans, to repay any remaining Existing WWIC Loans which are outstanding in respect of agreed Project Costs PROVIDED THAT: (i) such repayment is made from the proceeds of a Utilisation of the Commercial Facility; (ii) no Event of Default or Potential Event of Default will be caused by such repayment; (iii) no Cash Shortfall will be caused by such repayment; (iv) no breach of the financial covenants set out in Clause 22 (Financial covenants and network milestones) will be caused by such repayment; (v) interest shall be payable thereon at the rate set out in the Existing WWIC Loan Agreement; and (vi) the Borrower has obtained the prior written approval of the Off Shore Facility Agent, which will not be withheld if the Off Shore Facility Agent is satisfied that conditions set out in this paragraph (b) are met and the Off Shore Facility Agent has received: (1) a certificate, in form and substance reasonably satisfactory to the Off Shore Facility Agent, signed by a director of the Borrower stating that the Existing WWIC Loans to be repaid were in respect of payments made for Project Costs; and (2) evidence of payment of the Existing WWIC Loans to the Borrower and payment by the Borrower of the respective Project Costs; and (c) from the Second Amendment Agreement Effective Date, in accordance with Clause 23.3(d)(i) to (vii) (Application of moneys on the Proceeds and Revenue Accounts) to fund amounts payable by the Borrower, strictly in accordance with the terms of that Clause." - 39 - 94. Clause 23.9.3(d) (Debt Service Reserve Account) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "(d) Each Agent may assume: (i) for the purposes of calculating the Debt Service Payments (other than in respect of principal repayments) under the Facilities, the Hedging Agreements and the Lucent Loan Agreement that: (1) interest will accrue for the following six (6) Month period under the relevant Facility and the Lucent Loan Agreement on principal outstanding at the rate of interest which applies on the relevant date of calculation (including the Applicable Margin thereunder at such time); (2) the principal outstanding under the Facilities and the Lucent Loan Agreement during the following six (6) Month period is the principal amount outstanding on the relevant date of calculation taking into account any repayments that are required to be made in such period pursuant to Clause 13 (Repayment); and (3) until the Second Amendment Agreement Effective Date, any outstanding SIT Facility Loans on the relevant date of calculation will be refinanced with SIT Facility Rollover Loans; (ii) for the purposes of calculating the Debt Service Payments under the Facilities, the Hedging Agreements and the Lucent Loan Agreement in respect of principal repayments that fall due over the following six (6) Month period: (1) only those repayments and, in the case of the SIT Facility, reductions of the SIT Facility Commitment, required to be made under Clause 13 (Repayment) will be made; and (2) until the Second Amendment Agreement Effective Date, any outstanding SIT Facility Loans on the relevant date of calculation will be refinanced with SIT Facility Rollover Loans." 95. Clause 23.9.4 (Debt Service Reserve Account) of the Original Facility Agreement is amended by deleting the words "(Contingent Equity)" in the fifth and sixth lines of such clause and replacing them with the words "(Additional Funding Obligations)". 96. Clause 24.1(b) (Maintenance of legal validity) of the Original Facility Agreement is amended by adding the following words after the words "promptly apply for and" at the beginning of such clause: - 40 - ", subject to Clause 21.7.1 (Building Permit Reports) and Clause 24.18(b) and (c) (Real estate site leases and other contracts relating to the use of land)," 97. Clause 24.2(a) (Authorisations to conduct business) of the Original Facility Agreement is amended by adding the following words after the words "Licence and" at the end of the second line of such clause: ",subject to Clause 21.7.1 (Building Permit Reports) and Clause 24.18 (b) and (c) (Real estate site leases and other contracts relating to the use of land)," 98. Clause 24.5 (Network) of the Original Facility Agreement is amended by deleting the words "in accordance with prudent industry practice" from the third and fourth lines of such clause and replacing them with the following words: "if a failure to do so might reasonably be expected to breach the terms of the Licence or impair or prejudice the Senior Creditors' rights under the Security Documents" 99. Clause 24.6 (Insurance) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "24.6 INSURANCE The Borrower shall give effect to the insurance requirements set out in Schedule 11 (Insurance), as the same may be amended from time to time with the consent of the Majority Banks." 100. Clause 24.18 (Real estate site leases and other contracts relating to the use of land) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "24.18 REAL ESTATE SITE LEASES AND OTHER CONTRACTS RELATING TO THE USE OF LAND (a) The Borrower shall exercise all of its rights and/or options to extend the term of, and shall not exercise any options to terminate, any of the real estate site leases or other contracts relating to the use of land unless it would not: (i) cause an interruption to the operation of the Network; or (ii) be necessary to the operation of the Project; and (iii) affect the Security created under the Security Documents. (b) The Borrower shall validly register at the competent Slovenian land registry its rights of use and/or of entry against the respective owner obtained according to any real estate site lease upon which Material Assets subject to the Asset and Licence Pledge and Lease Contracts Assignment Agreement are situated (except for the 13 real estate site leases entered into with Electro Slovenia and its affiliates, RTV and its - 41 - affiliates) within twenty (20) Months from the date of the Second Amendment Agreement. (c) The Borrower shall use its best efforts to obtain the consent of each of the owners of the land the subject of the lease agreements which are the subject of the Lease Agreement Assignments as soon as possible." 101. Clause 24.22 (Bank accounts) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "24.22 BANK ACCOUNTS Prior to the Second Amendment Agreement Effective Date, the Borrower shall not open any bank accounts except: (a) as provided in this Agreement; (b) Permitted Accounts; or (c) with the prior written consent of the Off Shore Facility Agent and subject to the Borrower's compliance with any conditions attached thereto, and thereafter, may open and use additional bank accounts (after giving notice to the Off Shore Facility Agent of the details thereof) PROVIDED THAT in each case such accounts are held with an Original SIT Facility Bank and secured to the satisfaction of the Off Shore Facility Agent and in the case of accounts opened after the Second Amendment Agreement Effective Date such accounts must be secured within 30 days after opening by the Borrower." 102. Clause 24.27(a)(i) (Amendments) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "(i) such modification, substitution or amendment relates to the same subject matter (and in the case of substitution such Material Contract is substituted by another contract) and: (1) does not result in and is not reasonably expected to have an adverse effect on the Borrower's obligations under the Licence or cause a breach thereof; (2) does not and is not reasonably expected to impair or prejudice the Senior Creditors' rights under the Security Documents; and (3) does not and is not reasonably expected to have a Material Adverse Effect." 103. Clause 24.33 (UMTS and other licences) of the Original Facility Agreement is amended by deleting the final paragraph of such clause and replacing it with the following paragraph: - 42 - "(c) The Borrower shall promptly notify the Off Shore Facility Agent if it or any of its Affiliates acquires any telecommunications business or any new licence (excluding any renewal of or addition to any existing telecommunications licence), in particular any UMTS licence." 104. Clause 24.39 (Roaming) of the Original Facility Agreement is amended by adding the words "(as amended on 11 November 2002)" after the words "9 November 2001" in the second line of such clause. 105. Clause 25.1.1 (Non-payment) of the Original Facility Agreement is amended by adding the words "or a Sponsor on behalf of the Borrower" after the words "The Borrower" at the beginning of such clause. 106. Clause 25.1.2(b) (Financial covenants and network milestones) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "(b) No Event of Default under paragraph (a) above will occur if failure to satisfy such requirement, if capable of remedy, is remedied within 30 Business Days PROVIDED THAT in the event that any of the requirements of Clause 22 (Financial covenants and network milestones) (other than Clauses 22.2(a) and (b)) is not satisfied, then, in addition to any other actions that may be taken to correct such failures, within five (5) Business Days of delivery of the Covenant Compliance Certificate, the Shareholders may, in addition to the Sponsors' rights and obligations under the Sponsors' and Shareholders' Undertaking and Completion Guarantee, cure such failure to satisfy any such requirement by: (i) making Subordinated Loans and/or Equity Contributions to the Borrower (PROVIDED THAT after the date of the Second Amendment Agreement such contributions must be Equity Contributions) which Subordinated Loans and/or Equity Contributions shall be treated as having been contributed on the last day of the relevant Quarter and additional capital or revenues of the Borrower; (ii) after the Second Amendment Agreement Effective Date, making equity contributions to any member of the Group or Western Wireless International Corporation receiving from Western Wireless International Holding Corporation contributions or funding which shall be treated (for the purposes of determining Consolidated Tangible Net Worth) as having been made as at 31 December of the relevant Financial year; or (iii) making Equity Contributions and procure the pre-repayment of Loans, in whole or part, and the prepayment shall be considered to have been made as at 31 December of the relevant financial year." - 43 - 107. Clauses 25.1.9(a), (b) and (c) (Insolvency proceedings) of the Original Facility Agreement are amended by deleting the words "the Borrower" in each such clause and replacing them with the words "a Debtor" in each such clause. 108. Clause 25.1.10 (Litigation) of the Original Facility Agreement is amended by deleting the words "the Borrower" in the second and third lines of such clause and replacing them with the words "a Debtor". 109. Clause 25.1.12 (Illegality) of the Original Facility Agreement is amended by deleting such clause in its entirety and replacing it with the following clause: "25.1.12 ILLEGALITY At any time it is or becomes unlawful for a Debtor to perform or comply with any of its material obligations under the Finance Documents or any of the material obligations of that Debtor hereunder (in the case of the Borrower) or thereunder (in the case of a Debtor) are not or cease to be legal, valid and binding." 110. Clause 25.1.13 (Sponsors' and Shareholders' Undertaking and Completion Guarantee) of the Original Facility Agreement is amended by deleting the words "clauses 2 (Completion guarantee)" in the first and second lines of such clause and replacing them with the words "clauses 2 (Guarantee)". 111. Clause 27 (Role of the Agent and the Arranger) of the Original Facility Agreement is amended by adding the following clause after the end of Clause 27.16 (Deduction from amounts payable by the Agents) of such clause: "27.17 CALCULATION OF EURO EQUIVALENTS AMONG THE FINANCE PARTIES For such time that there are Euro Facility Loans outstanding, for the determination of any matter or the calculation of any amounts vis-a-vis the Finance Parties any amount denominated in any currency other than Euro shall be converted to the Euro equivalent thereof at the spot rate of exchange quoted to the Off Shore Facility Agent at or about 11:00 a.m. (Dusseldorf time) as of such date which is reasonably determined by the Off Shore Facility Agent." 112. Clause 32.2(a) (Addresses) of the Original Facility Agreement is amended by deleting the fax details "+386 1 5801 109" in the "Fax" line of such clause and replacing it with the following fax details: "+386 1 5801 011". 113. Clause 32.2(c) (Addresses) of the Original Facility Agreement is amended by deleting the words "Andreas Nestel" in the 'Attention of' line of such clause and replacing them with the words "Dr. Peer Gunzel". 114. Clause 32.2(d) (Addresses) of the Original Facility Agreement is amended by adding the contact details "or +386 1 476 5108" after the contact number "+386 1 520 7273" in the "Telephone" line of such clause. - 44 - 115. Clause 32.2(d) (Addresses) of the Original Facility Agreement is amended by deleting the words "or Mr. Bostjan Kovae" from the 'Attention of' line of such clause and replacing it with the words "or Ms. Ida Menard". 116. Schedule 1 (Commitments) of the Original Facility Agreement is amended by deleting such Schedule in its entirety and replacing it with the following schedule: "SCHEDULE 1 COMMITMENTS PART I EURO FACILITY

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

- 45 - PART II SIT FACILITY

FINANCIAL INSTITUTION SIT FACILITY COMMITMENT - ----------------------------------------------------------------------------- Nova Ljubljanska Banka d.d., Ljubljana SIT 3,400,000,000.00 - ----------------------------------------------------------------------------- Hypo Alpe-Adria-Bank d.d. SIT 1,000,000,000.00 - -----------------------------------------------------------------------------

SCHEDULE 1 PART III LOANS OUTSTANDING ON THE DATE OF THE SECOND AMENDMENT AGREEMENT AND PREPAYMENTS TO BE MADE ON OR PRIOR TO THE SECOND AMENDMENT AGREEMENT CONDITIONS SATISFACTION DATE*

COMMERCIAL ECA FACILITY FACILITY SIT FACILITY TOTAL - ---------------------------------------------------------------------------------------------------------------------------- IKB Amount outstanding 8,765,551.71 8,994,208.84 17,759,760.55 before prepayments (EUR) prepayment I (EUR) -2,029,703.16 -2,082,649.76 -4,112,352.92 prepayment II (USD) -82,108.01 -84,249.88 -166,357.89 - ---------------------------------------------------------------------------------------------------------------------------- KfW Amount outstanding 9,620,911.86 8,994,208.84 18,615,120.70 before prepayments (EUR) prepayment I (EUR) -2,227,765.68 -2,082,649.76 -4,310,415.44 prepayment II (USD) -90,120.29 -84,249.88 -174,370.17 - ---------------------------------------------------------------------------------------------------------------------------- RLB Amount outstanding 5,396,308.15 5,534,897.75 10,931,205.90 before prepayments (EUR) prepayment I (EUR) -1,249,539.57 -1,281,630.62 -2,531,170.19 prepayment II (USD) -50,547.90 -51,846.07 -102,393.97 - ---------------------------------------------------------------------------------------------------------------------------- HSH Nordbank Amount outstanding 4,756,042.38 5,164,831.91 9,920,874.29 before prepayments (EUR) prepayment I (EUR) -1,101,283.13 -1,195,940.20 -2,297,223.33 prepayment II (USD) -44.550,45 -48,379.63 -92,930.08 - ---------------------------------------------------------------------------------------------------------------------------- AKA Amount outstanding 1,690,460.13 1,721,610.64 3,412,070.77 before prepayments (EUR) prepayment I (EUR) -391,433.70 -398,646.73 -790,080.43 prepayment II (USD) -15,834.75 -16,126.54 -31,961.29 - ---------------------------------------------------------------------------------------------------------------------------- DEG Amount outstanding 4,022,454.75 4,022,454.75 before prepayments (EUR) prepayment I (EUR) -931,417.60 -931,417.60 prepayment II (USD) -37,678.85 -37,678.85 ---------------------------------------------------------------------------------------------------------- Hypo-Alpe Wien Amount outstanding 1,477,674.94 1,477,674.94 before prepayments (EUR) prepayment I (EUR) -342,162.32 -342,162.32 prepayment II (USD) -13,841.57 -13,841.57 - ---------------------------------------------------------------------------------------------------------------------------- NLB Amount outstanding 1,622,670,000.00 7,091,741.63 before - ----------------------------------------------------------------------------------------------------------------------------

- 46 -

COMMERCIAL ECA FACILITY FACILITY SIT FACILITY TOTAL - ---------------------------------------------------------------------------------------------------------------------------- prepayments (SIT) prepayment I (EUR) -1,642,124.86 -1,642,124.86 prepayment II (USD) -666,930.51 -666,930.51 - ---------------------------------------------------------------------------------------------------------------------------- Hypo-Alpe Amount outstanding 477,330,000.00 2,086,130.29 Slov, before prepayments (SIT) prepayment I (EUR) -483,052.91 -483,052.91 prepayment II (USD) -19,541.04 -19,541.04 - ---------------------------------------------------------------------------------------------------------------------------- Total Amount outstanding EUR EUR SIT EUR 75,317,033.82** before prepayments 31,706,949.17 34,432,212.73 2,100,000,000.00 prepayment I (EUR) -7,341,887.56 -7,972,934.67 -2,125,177.77 -17,440,000.00 prepayment II (USD) -297,002.97 -322,530.85 -686,471.55 -1,306,005.37 - ----------------------------------------------------------------------------------------------------------------------------

* All amounts are indicative and for reference purposes only. Any amounts prepaid in USD shall be converted to the Euro equivalent thereof in accordance with Clause 1.2.1(d) (Construction) and any amounts to be prepaid in SIT shall be converted from Euro to SIT at the rate of exchange quoted by the On Shore Facility Agent to the Off Shore Facility Agent on or prior to the relevant conversion date. ** In relation to outstandings under the SIT Facility, the applied exchange rate is the applicable exchange rate as at the date of each drawdown of the SIT Facility." 117. Schedule 2 (Repayment Dates) of the Original Facility Agreement is amended by deleting such Schedule in its entirety and replacing it with the following schedule: SCHEDULE 2 REPAYMENT DATES Up to but excluding the Second Amendment Agreement Conditions Satisfaction Date the Repayment Dates shall be:

REPAYMENT DATE / REDUCTION DATE ECA FACILITY COMMERCIAL FACILITY SIT FACILITY - --------------------------------------------------------------------------------------- 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% - ---------------------------------------------------------------------------------------

- 47 -

REPAYMENT DATE / REDUCTION DATE ECA FACILITY COMMERCIAL FACILITY SIT FACILITY - --------------------------------------------------------------------------------------- 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% - ---------------------------------------------------------------------------------------

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

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

118. Schedule 8 (Form of letter of confirmation) of the Original Facility Agreement is amended by deleting the words "FORM OF LETTER OF CONFIRMATION" from the heading of such Schedule and replacing them with the words "FORM OF LETTER OF CONFIRMATION". 119. Schedule 9 (Security Documents - Conditions Precedent and Conditions Subsequent) of the Original Facility Agreement is amended by deleting the section headed 'On Shore Security Documents' in its entirety and replacing it with the following section: - 48 - ON SHORE SECURITY DOCUMENTS

STEPS FOR PERFECTION - ------------------------------------------------------------------------------------------------------------------------------ DOCUMENT SECURED ASSETS CONDITION PRECEDENT TO DRAWDOWN CONDITION SUBSEQUENT - ------------------------------------------------------------------------------------------------------------------------------ ASSET AND Pledged Equipment - Execution of Asset Pledge, LICENCE PLEDGE Licence Transfer, Licence AND LEASE Pledge and Lease Contracts CONTRACTS Assignment Agreement ASSIGNMENT AGREEMENT - ------------------------------------------------------------------------------------------------------------------------------ - Execution of notarial deed in respect of Pledged Equipment - ------------------------------------------------------------------------------------------------------------------------------ - Provide Schedule 1, 2 & 3 to - Competent court officer must the Asset and Licence Pledge take record of the pledged and Lease Contracts assets, make lists of pledged Assignment Agreement - assets per site and mark the provide missing addresses of pledged assets by putting sites and relevant court stickers on them (Court officer districts, as well as modify when visiting sites to be designation (description) of accompanied by WWI technical certain items (confirmed by staff) Borrower shall have Sami Ali and N. Selih) achieved 50% after 6 months following the date of signing of the Facility Agreement - ------------------------------------------------------------------------------------------------------------------------------ - Within 9 months of signing of the Facility Agreement, On Shore Security Agent to check conformity of Schedule 1 with the lists issued by the court; Nina Selih to give notice of receipt of the list - ------------------------------------------------------------------------------------------------------------------------------ - Application by Selih for registration of the Asset Pledge in respect of the Pledged Equipment with the competent court (depending on where each asset is located) - ------------------------------------------------------------------------------------------------------------------------------ - Pay notary fees and application fees for registration, Nina Selih to advise Steven Fast of bank account for fee to be paid into, Steven Fast to provide proof of payment (e.g. bank statement) - ------------------------------------------------------------------------------------------------------------------------------ - Copies of the building permits for sites on which Pledged Equipment is situated - ------------------------------------------------------------------------------------------------------------------------------ Pledged Equipment - 1 month after first drawdown, II and under the Commercial Facility, Substitution confirm to On Shore Security Equipment Agent that title in respect of Pledged Equipment II has passed - ------------------------------------------------------------------------------------------------------------------------------

- 49 -

DOCUMENT SECURED ASSETS STEPS FOR PERFECTION - ------------------------------------------------------------------------------------------------------------------------------------ CONDITION PRECEDENT TO DRAWDOWN CONDITION SUBSEQUENT - So long as any building permits are outstanding, provide to the On Shore Security Agent (i) prior to the Second Amendment Agreement Conditions Satisfaction Date, 10 Business Days after the end of each Month, and (ii) thereafter, 10 Business Days after the last day of each Quarter a list with those of the 41 sites for which a building permit has been issued. - Within 2 months from the date of issue of the last building permit in respect of the 41 sites, execution of notarial deed in respect of Pledged Equipment II and any Substitution Equipment, if applicable - Within 1 month from the date of the notarial deed referred to above, filing of application of Pledged Equipment II and any Substitution Equipment, if applicable - Pay notary fees and application fees for registration, Nina Selih to advise Steven Fast of bank account for fee to be paid into, Steven Fast to provide proof of payment (e.g. bank statement) - Within 4 months of the filing of the application, competent court officer must take record of the Pledged Equipment II, make a list of pledged assets per site and mark the pledged assets by putting stickers on them - Within 4 months of the filing of the application, On Shore Security Agent to check conformity of Schedule 2 with the lists issued by the court; Nina Selih to give notice of receipt of the list Licence - Copy of concession - Within 5 business days of issue of licence, inform On Shore and Off Shore Security Agent and send copy - Copy of application / bid - Within 2 months after issue of licence, enter into the contractual pledge (as attached as a Schedule to Asset Pledge) - Certificate that as of the - Borrower to sign Power of Attorney as set date of signing of the out in Schedule 10 (once licence granted) Facility Agreement no change/amendment of/to the Concession Agreement has been made

- 50 -

DOCUMENT SECURED ASSETS STEPS FOR PERFECTION - ------------------------------------------------------------------------------------------------------------------------------------ CONDITION PRECEDENT TO DRAWDOWN CONDITION SUBSEQUENT Leases - Evidence of filing of the - Borrower to use best efforts to provide applications for the originals of consent letter from Landlords registration of the 40 lease I, II and Substitution Landlords site agreements (except for confirming the consent to the conditional the 13 leases entered with assignment Elektro Slovenia and its affiliates and RTV and its affiliates) with the competent courts in accordance with Clauses 11.4(f) and 12.4(b) of the Asset and Licence Pledge and Lease Contracts Assignment; Agreement - Copies of Leases I and II and Substitution Lease (as applicable) - File for registration of Substitution Leases (applicable only in case of substitution pledge) and, where applicable, provide the consent of the relevant Substitution Landlords to the Substitution Assignment within 2 Months from the date of receipt of the last building permit in respect of the 41 sites - Inform the On Shore Security Agent immediately of rejection of filed applications for registration of the relevant leases in respect of the 41 site leases (except for the 13 site leases entered with Elektro Slovenia and its affiliates and RTV and its affiliates) (eg where building permit missing) after becoming aware of such rejection and of refilling of the application - Within 20 Months from the date of signing of the Second Amendment Agreement, register the relevant leases in respect of the 41 site leases (with the exception of the 13 site leases entered with Elektro Slovenia and its affiliates and RTV and its affiliates) with the Land Registers BORROWER'S Shares - Execution of agreement - Within 2 Months from the date of the SHARE PLEDGE signing of the Facility Agreement, AGREEMENT register the share pledge with the Register of Commercial Companies (there must be an obligation for the Borrower in the Facility Agreement to provide evidence for such registration)

- 51 -

DOCUMENT SECURED ASSETS STEPS FOR PERFECTION - ------------------------------------------------------------------------------------------------------------------------------------ CONDITION PRECEDENT TO DRAWDOWN CONDITION SUBSEQUENT - Execution of notarial deed in - Provide evidence of registration within 9 respect of pledged equipment Months from the date of signing of the Facility Agreement - Submission to the competent court in Ljubljana of the application for the registration of the share pledge with the Register of Commercial Companies - Pay notary fees and application fees for registration of the pledge, Nina Selih to advise Steven Fast of bank account for fee to be paid into, Steven Fast to provide proof of payment (e.g. bank statement) and the escrow agreement relating to the holding of such envelope TRADEMARK Trademarks - Execution of agreement - Within 9 months from signing of the PLEDGE Facility Agreement, provide evidence of AGREEMENT registration of the TM Pledge by the PATENT Office - Withdraw 2 outstanding applications for registration of the trademarks "EHO" and "VIVA" and provide to the On Shore Security Agent evidence of such withdrawal at the latest 10 Business Days before it makes the first Utilisation Request under the Facility Agreement - Borrower's consent to registration of the pledge (Schedule 5) - Submission to the Patent Office of application to register the TM Pledge - Pay notary fees and application fees for registration, Nina Selih to advise Steven Fast of bank account for fee to be paid into, Steven Fast to provide proof of payment (e.g. bank statement) SOFTWARE Oracle Software - Execution of agreement LICENSE License Agreement ASSIGNMENT AGREEMENT - Schedule 2 - Copy of Deed of Consent and Waiver - Schedule 1 (Oracle License Agreement)

- 52 -

DOCUMENT SECURED ASSETS STEPS FOR PERFECTION - ------------------------------------------------------------------------------------------------------------------------------------ CONDITION PRECEDENT TO DRAWDOWN CONDITION SUBSEQUENT ASSIGNMENT OF Receivables - Signing of agreement RECEIVABLES AS SECURITY AND ASSIGNMENT OF INSURANCE POLICIES AGREEMENT - Borrower to provide Schedule 1 complete information - Sealed Envelope (containing details of all subscribers (natural persons) must be submitted to the notary, identified in the Assignment of Receivables as Security and Assignment of Insurance Policies Agreement Insurance - Copies of the insurance policies as required under the Facility Agreement - Original vinculation certificates - Borrower to provide Schedule 2 (list of insurances, amounts, claims) CLAIMS Claims - Signing of agreement ASSIGNMENT AND BILLS of EXCHANGE AGREEMENT - Notarised copies of account agreements (NLB + Hypo Alpe-Adria Bank) must be submitted to the Off Shore Facility Agent - Acknowledgement by NLB and Hypo Alpe-Adria Bank - Schedule 1 (account details) Bills of Exchange - Provide set of 10 bills of exchange duly signed and filled in only with the date of issuance (Schedule 5) - Confirmation by holders of bills of exchange that they will inform NLB at the latest 5 Business Days before presenting any bills of exchange to NLB

120. Schedule 9 (Security Documents - Conditions Precedent and Conditions Subsequent) of the Original Facility Agreement is amended by deleting the section headed 'Substitution - 53 - Conditions Subsequent For On Shore Security Documents' and replacing it with the following section: SUBSTITUTION CONDITIONS SUBSEQUENT FOR ON SHORE SECURITY DOCUMENTS In case under Slovenian law moveable assets may validly be pledged by registering the respective assets with an official register the following conditions subsequent shall, at the request of the Off Shore Security Agent, replace the conditions subsequent for the secured Assets "Pledged Equipment II and Substitution Equipment" under the Asset and Licence Pledge and Lease Contracts Assignment Agreement set out above in the table "On Shore Security Documents" in the column "Conditions Subsequent" and for such purpose the Borrower shall enter into all necessary documentation to give effect hereto.

DOCUMENT SECURED ASSETS STEPS FOR PERFECTION - ------------------------------------------------------------------------------------------------------------------------------------ CONDITION PRECEDENT TO DRAWDOWN CONDITION SUBSEQUENT ASSET AND Pledged Equipment - 1 month after first drawdown, under the LICENCE PLEDGE II and Commercial Facility, confirm to On Shore AND LEASE Substitution Security Agent that title in respect of CONTRACTS Equipment Pledged Equipment II has passed ASSIGNMENT AGREEMENT - So long as any building permits are outstanding, provide to the On Shore Security Agent (i) prior to the Second Amendment Agreement Conditions Satisfaction Date, 10 Business Days after the end of each Month, and (ii) thereafter, 10 Business Days after the last day of each Quarter a list with those of the 41 sites for which a building permit has been issued. - Within 10 months after the Second Amendment Agreement Conditions Satisfaction Date execution of notarial deed in respect of Pledged Equipment II and any Substitution Equipment, if applicable - Within 7 months after establishment of the Slovenian Official Register of the Pledged Moveables and Pledges (Uradni Registar Zarubljenih Premicnin in Zastavnih Pravic) filing of application for registration of Pledged Equipment II and any Substitution Equipment, if applicable and provision of evidence of such filing to Nina Selih - Pay notary fees, Nina Selih to advise Steven Fast of bank account for fee to be paid into, Steven Fast to provide proof of payment (e.g. bank statement)

- 54 - 121. Paragraph 2(a) of Schedule 10 (Form of Transfer Certificates) of the Original Facility Agreement is amended by deleting such paragraph in its entirety and replacing it with the following paragraph: "(a) The Existing Bank and the New Bank agree to the Existing Bank transferring to the New Bank [all or part] of the Existing Bank's Commitment, referred to in the Schedule hereto together with all corresponding rights and obligations under or in connection with the Finance Documents in accordance with Clause 26.5 (Procedure for transfer)." 122. Paragraph 5 of Schedule 10 (Form of Transfer Certificates) of the Original Facility Agreement is amended by deleting such paragraph in its entirety and replacing it with the following paragraph: "5. In respect of: (a) the transfer of the Existing Bank's Commitment pursuant to paragraph 2 hereof the Existing Bank herby transfers in favour of the New Bank an interest in the Relevant Security Documents set out below, the exact percentage of which is equal to the proportion of the claims (from time to time) of the New Bank against the Borrower under the Facility Agreement to the aggregate amount of all claims (from time to time) of the Senior Creditors against the Borrower under the Facility Agreement, Lucent Loan Agreement and the Hedging Agreement (as summarised in the Summarised Hedging Agreement attached as Schedule to each Relevant Security Document), the amounts of such claims to be determined in an enforcement situation): (i) the Borrower's Share Pledge Agreement; (ii) the Asset and Licence Pledge and Lease Contracts Assignment Agreement; (iii) the Claims Assignment and Bills of Exchange Agreement; (iv) the Assignment of Receivables as Security and Assignment of Insurance Policies Agreement; (v) the Licence Pledge Agreement; (vi) the Trademark Pledge Agreement; and (vii) the Oracle Software Assignment Agreement (together the "RELEVANT SECURITY DOCUMENTS"); [UPDATE WHERE APPROPRIATE] - 55 - (b) the transfer relating to the interest in: (i) the movable assets specified in notarial deed no.: SV1314/02 (ii) and the shares specified in notarial deed no.: SV1315/02 both made on June 11, 2002 by the Notary Miro Kosak, Ljubljana, the Existing Bank hereby assents to and permits the registration of such transfer in favour of the New Bank in relevant court register(s) in Slovenia. The New Bank may apply to the competent court registrar for the registration of the transfer from the Existing Bank to the New Bank in accordance with this Transfer Certificate. [UPDATE WHERE APPROPRIATE]" 123. Schedule 11(Insurance) of the Original Facility Agreement is amended by deleting such Schedule in its entirety and replacing it with the following schedule: "SCHEDULE 11 INSURANCE The Borrower shall comply with the insurance policies in force at the date of this Agreement and shall enter into, perform and execute the following insurance requirements as such requirements may be amended from time to time with the consent of the Majority Banks. Each bank may prior to consenting to any amendment of the insurance requirements (Schedule), request always through the Offshore Facility Agent, an opinion of an independent insurance advisor. INSURANCE REQUIREMENTS

page A. ERECTION PHASE INSURANCES 1. Erection All Risk 3 2. Marine Cargo 6 3. Third Party Liability Insurance 9 B. OPERATING PHASE INSURANCES 1. Property All Risks 11 2. Business Interruption 12 3. Third Party Liability 14 4. Marine 15 5. Directors & Officers Liability 16

- 56 - C. OTHER INSURANCES 1. Automobile Third Party Liability and Own Damage Liability 17 2. Personal Accident & Travel 17 3. Fidelity Guarantee/Crime 17 A. ERECTION PHASE INSURANCES THE INTENT OF AN ERECTION PHASE INSURANCE IS TO INSURE EVERYTHING THAT IS DESTINED TO BE PART OF THE FINISHED PROJECT. COVERAGE IS GRANTED DURING THE PERIOD OF ERECTION AND TESTING. THE INSURANCE COVER SHOULD START WHEN THE PROPERTY BECOMES AT THE RISK OF THE INSURED (USUALLY UNLOADING AT THE SITE OF ERECTION) AND SHOULD BASICALLY CONTINUE UNTIL THE PROJECT IS COMPLETED AND ACCEPTED BY THE OWNER. THE ERECTION PHASE INSURANCE IS THEN TO BE REPLACED BY AN OPERATING PHASE INSURANCE. 1. ERECTION ALL RISKS INSURED: (a) The Borrower; CO-INSURED INTERESTS: (b) the Consortium, Construction Manager, and/or associated/affiliated companies and/or sub-contractors and/or co-contractors; (c) Engineering consultants and/or vendors and/or suppliers and/or other parties to the extent required by contract but only in respect of Project site activities; (d) the Senior Creditors DESCRIPTION OF PROJECT: The design, development, financing, engineering, procurement and construction/ erection, installation, testing, commissioning, ownership, completion, operation and maintenance of a mobile network and connected facilities. LOCATION OF PROJECT: The Project site and all related buildings and equipment and all related ancillary and temporary works whether on or off site and inland transit and storage. DESCRIPTION OF COVER: Physical loss, destruction or damage to the erection works to be undertaken in terms of the - 57 - project (being all works in connection with the design, development, engineering, procurement, construction, testing, commissioning and defects liability period of the mobile network including all preliminary works (including enabling and associated works and site mobilisation and establishment) and interconnection work, permanent and temporary works erected or in the course of erection and all materials and other things for incorporation therein, including property of every kind and description belonging to or in the care, custody or control of the Insured or held by them in trust or on commission or for which they are responsible, including but not limited to machinery, apparatus, materials, equipment, temporary structures and supplies (but not including employees construction plant, tools and equipment and personal effects, Project site accommodation unless forming part of the permanent works and contents), including free issue items used in connection with the Project or intended for incorporation therein and the spares inventory and fuel in storage to be included in the Project and ancillary works.) PERIOD: From the commencement date until the inception date of provisional acceptance plus 24 months visit maintenance of each project. CONDITIONS: Policy to include inter alia: (a) interim settlements; (b) professional fees; (c) removal to place of safety; (d) reinstatement of sum insured - no additional premium; (e) expediting expenses; (f) removal of debris 3 % of sums insured, minimum US$ 250.000,- any one occurrence; (g) offsite storage & inland transit; - 58 - (h) documents and data; (i) escalation clause - 115% of the total sum insured; (j) consecutive events (deductible) - 72 hours clause; (k) testing and commissioning, start-up and operational reliability running; (l) 50/50 clause; (m) sue and labour; (n) public authorities clause for sites with building permits; (o) defective design clause incl. damage due to faulty design, faulty material and faulty workmanship; (p) strikes, riots and civil commotion; (q) hazard risks; (r) customs duties (s) non-contribution from other insurance; (t) existing and neighbouring objects (u) banks clauses DEDUCTIBLES: Not to exceed US$ 5,000 each and every loss SUM INSURED: Full contract value of each project incl. all shipments. Current sums insured of US$ 15,000,000 as to be increased from time to time should construction costs or owner works in aggregate exceed the amount which would be provided by operation of the escalation clause or such other amounts as would be required for full reinstatement of the Project. 2. MARINE CARGO A MARINE COVER CAN BE PROVIDED BY THE HAULIER/CONSTRUCTION COMPANY OR BY AN OWN INSURANCE POLICY. HOWEVER THE FOLLOWING ISSUES SHOULD BE GRANTED. - 59 - INSURED: As per Insured for Paragraph 1 of this Part A. CO-INSURED INTERESTS: As per co-Insured for Paragraph 1 of this Part A. DESCRIPTION OF COVER: Coverage will extend to all risks of direct physical loss or damage to materials, supplies, equipment, machinery, spares and goods required for the Project. Coverage to be arranged on an open cover basis, for all risks covering all transport requirements for the period from the suppliers' premises to arrival at the Project site and return transits to supplier's premises and/or easements and includes, for the avoidance of doubt, unloading and reloading at temporary locations and transhipment to the Project site and/or easements. SUM INSURED: Being the expected maximum value of the largest single consignment/shipment plus 10% for CIF at least US$ 2,500,000. PERIOD: From the date of the despatch of the first consignment until completion of unloading of the last consignment at the Project site and/or easements and any return transit incl. maintenance. DEDUCTIBLES: Not exceeding US$ 5,000 each and every loss or series of losses consequent upon one event. PRINCIPAL EXTENSIONS: (a) all forms of air, sea and land conveyances to be covered; and (b) automatic cover, subject to declaration of values for premium purposes. PRINCIPAL CONDITIONS: (a) all risks of physical loss or damage as per institute clauses or equivalent; (b) institute war clauses (cargo, air cargo) or equivalent; (c) institute strikes clause (cargo, air cargo) or equivalent; (d) institute classification clause, replacement clause; (e) debris removal clause; - 60 - (f) 50/50 clause; (g) offsite storage, intermediate storage; (h) non contribution from other insurance; (i) subrogation waiver; and (j) bank clauses (loss payee clause, assignment clause). PRINCIPAL EXCLUSIONS: (a) excluding rust, oxidation, discoloration and costs of chipping, scratching and repainting/coating except where plant/machinery is packed/shipped using approved specifications; and (b) excluding electrical and mechanical derangement unless caused by an insured peril. 3. THIRD PARTY LIABILITY INSURANCE INSURED: As per Insured for Paragraph 1 of this Part A together within each case, each of such party's servants, agents, officers, employees, secondees and assigns. CO-INSURED INTERESTS: As per co-Insured for Paragraph 1 of this Part A together within each case, each of such party's servants, agents, officers, employees, seconds and assigns. LIMIT OF INDEMNITY: At least US$ 2,500,000 per occurrence or series of occurrences, during the period of insurance (same limit as per the general liability insurance). DESCRIPTION OF COVER: Indemnity in respect of all sums which the Insured shall become legally liable to pay to third parties arising out of the project in respect of: (a) accidental death of, or accidental bodily injury to, illness or disease contracted by, any person (the term "bodily injury" shall be deemed to include mental injury, defamation, libel and slander); and - 61 - (b) accidental loss or damage to property including but not limited to loss of use, interference with any easement, right of air, light or water, stoppage of traffic, nuisance, trespass, loss of amenities, destruction, obstruction or any like cause. GEOGRAPHICAL SCOPE: Slovenia / Worldwide for business travel PERIOD: From the Commencement Date until the Commercial Operations Date, plus maintenance period. DEDUCTIBLES: US$ 1,000 (or local currency equivalent) per occurrence PRINCIPAL EXCLUSIONS: (a) liability arising in circumstances requiring insurances under applicable road traffic legislation other than constructional plant as a tool of trade; (b) liability arising under penalty or liquidated damages clauses; (c) liability for loss or damage to the contract works prior to the Commercial Operations Date; and (d) liability arising from aircraft or watercraft. PRINCIPAL EXTENSIONS: (a) employers liability; (b) cross liabilities clause (thereby ensuring each Insured is considered as a separate legal entity); (c) expenses, legal fees, defence costs in addition to the sum insured; (d) Europewide jurisdiction; and (e) banks' clauses (loss payee clause, assignment clause) - 62 - B. OPERATING PHASE INSURANCES The operating phase insurances intend to cover everything in connection with the operation. They start with the operation date and should replace the erection phase insurances for finished projects or parts of the projects. Operating phase insurances are usually issued for one year period with automatic prolongation. 1. PROPERTY ALL RISK INCLUDING BUT NOT LIMITED TO: - FLEXA (Fire, lightning, explosion, aircraft crash); - Extended Coverage (Tap water, storm, hail, vehicle impact, strike, riot, sprinkler leakage;); - Forces of nature (Earthquake, subsidence and landslide, flood, volcanic eruption etc); - Electronic insurance (for internal operating losses e.g. by overvoltage and indirect stroke of lightning as well as handling errors). INSURED: Western Wireless International d.o.o. (the Borrower); CO-INSURED INTERESTS: The Lender COVER: All assets, the site and all other property and interests used for or in connection with the operation and maintenance of the operation including Buildings, Office Equipment, Inventory, EDP/Computer-Equipment, the electrical interconnection facilities and stocks against all risks of physical loss or damage including burglary and theft, natural hazards, mechanical and electrical breakdown or a Property insurance, which contains at least the following components:- - FLEXA (Fire, lightning, explosion, aircraft crash)- - Extended Coverage (Tap water, storm, hail, vehicle impact, strike, riot, sprinkler-leakage)- - 63 - - Forces of nature (Earthquake, subsidence and landslide, flood, volcanic eruption etc)- - Electronic insurance (for internal operating losses e.g. by overvoltage and indirect stroke of lightning as well as handling errors). SUM INSURED: An amount equal to not less than 100% of the full reinstatement value of all properties, at a minimum of not less than US$ 33,000,000. (current sums insured in 2002). DEDUCTIBLES: Not exceeding US$ 5,000 (for each and every claim) except Earthquake where a deductible not exceeding 5% of the claim amount will be applicable PRINCIPAL EXTENSIONS (a) debris removal (b) professional fees; (c) expediting expenses; (d) local authorities (in cases of sites with building permits); (e) computer equipment, data carrying media and reinstatement of data; (f) temporary removal; (g) Automatic coverage for capital additions (15% of sums insured); and (h) bank clauses (loss payee clause, assignment clause). PRINCIPAL EXCLUSIONS: (a) war, radioactivity etc.; (b) latent defects. PERIOD: From the earlier of (a) the date upon which the Insurance under Paragraph 1 of Part A of this Appendix 1 expires and (b) the Commercial Operations Date, until the date falling 12 months thereafter, to be renewed annually prior to its expiry until payment in full of the Senior Loans, - 64 - 2. BUSINESS INTERRUPTION INSURED: The Borrower CO-INSURED INTERESTS: The Senior Creditors COVER: As a minimum, debt service, fixed operating expenses, extra expenses (incl. contractual liquidated damages) and increased cost of working as a direct consequence of loss of or damage to any part of the Project and insured under Paragraph 1 of Part A above incurred during the indemnity period. To be extended to loss of profits as soon as break-even is reached. SUM INSURED: The amount determined to provide the cover for all fixed costs and debt services for the duration of the indemnity period, at least US$ 2,000,000. US$ 250,000 for extra expenses. INDEMNITY PERIOD: 12 months from the occurrence of loss or damage. WAITING PERIOD: Not to exceed 7 days (for each and every claim), except extra expense US$ 2.500. PRINCIPAL EXTENSIONS: (a) suppliers extension; (b) failure of utilities; (c) denial of access; (d) interim payments clause; and (e) banks clauses (loss payee clause, assignment clause). PRINCIPAL EXCLUSIONS: As per the Property All Risk section 1 PERIOD: From the earlier of (a) the date upon which the Insurances under Paragraph 1 of Part A of this Appendix 1 expires, and (b) the Commercial Operations Date, until the date falling 12 months thereafter, to be renewed annually prior to its expiry until payment in full of the Senior Loans -65- 3. THIRD PARTY LIABILITY INSURED: The Borrower, together with its respective assigns, directors, employees, secondees, servants and agents. CO-INSURED INTERESTS: The Senior Creditors, together with their respective assigns, directors, employees, secondees, servants and agents. COVER: Indemnity in respect of all sums which the Insured shall become legally liable to pay to third parties arising out of the Project in respect of: (a) accidental death of, or accidental bodily injury to, illness or disease contracted by, any person (the term "bodily injury" shall be deemed to include mental injury, defamation, libel and slander); and (b) accidental loss or damage to property including but not limited to loss of use, interference with any easement, right of air, light or water, stoppage of traffic, nuisance, trespass, loss of amenities, destruction, obstruction or any like cause. SUM INSURED: At least US$ 2,500,000 per occurrence or series of occurrences during the period of insurance GEOGRAPHICAL SCOPE: Slovenia / Worldwide for business travel DEDUCTIBLE: Not to exceed US$ 1,000 for each claim. PERIOD: From the earlier of (a) the date on which the Insurances referred to in Paragraph 4 of Part A of this Appendix 1 expire and (b) the Commercial Operations Date until the date falling 12 months thereafter to be renewed annually prior to its expiry until the payment in full of the Senior Loans. PRINCIPAL EXTENSIONS: (a) Employers Liability; (b) Tenants Liability; (c) Europewide jurisdiction; -66- (d) expenses, legal fees and defence costs in addition to the sum insured; and (e) Environmental Liability. 4. MARINE A MARINE COVER CAN BE PROVIDED BY THE HAULIER OR BY AN OWN INSURANCE POLICY. HOWEVER THE FOLLOWING ISSUES SHOULD BE GRANTED. INSURED: The Borrower; CO-INSURED INTERESTS: The Senior Creditors DESCRIPTION OF COVER: Coverage will extend to all risks of direct physical loss or damage to any goods whilst on transportation. Coverage is arranged on an open cover basis, for all risks covering all transport requirements. SUM INSURED: The expected maximum value of the largest single consignment/shipment plus 10% for CIF, at least US$ 2,500,000. PERIOD: From Commercial Operations Date resp. Day one of the first consignment until the date falling 12 months thereafter to be renewed annually prior to its expiry until the payment in full of the Senior Loans. DEDUCTIBLES: Not exceeding US$ 5,000 each and every loss or series of losses consequent upon one event. PRINCIPAL EXTENSIONS: (a) all forms of air, sea and land conveyances to be covered; and (b) automatic cover, subject to declaration of values for premium purposes. PRINCIPAL CONDITIONS: (a) all risks of physical loss or damage as per institute clauses or equivalent; (b) institute war clauses (cargo, air cargo) or equivalent; (c) institute strikes clause (cargo, air cargo) or equivalent; (d) institute classification clause, replacement clause; -67- (e) debris removal clause; (f) delayed unpacking (150 days) clause; (g) offsite storage; (h) non contribution from other insurance; (i) subrogation waiver; and (j) bank clauses (loss payee clause, assignment clause). PRINCIPAL EXCLUSIONS: (a) excluding rust, oxidation, discoloration and costs of chipping, scratching and repainting/coating except where plant/machinery is packed/shipped using approved specifications; and (b) excluding electrical and mechanical derangement unless caused by an insured peril. 5. DIRECTORS & OFFICERS LIABILITY INSURED: The Borrower INSURED PERSONS: All of the Borrower's Directors and Officers COVER: D&O insurance provides cover for claims made against the individual directors & officers for 'wrongful acts' committed as directors & officers of the "company". SUM INSURED: US$ 2.500.000 per occurrence or series of occurrences during the period of insurance. GEOGRAPHICAL SCOPE: Worldwide DEDUCTIBLE: Not to exceed US$ 5.000 for each claim PERIOD: From the General Operations Date until the date falling 12 months thereafter to be renewed annually prior to its expiry until the payment in full of the Senior Loans. PRINCIPAL CONDITIONS: Legal Liability with respect of Civil Law PRINCIPAL EXCLUSIONS: Wilful acts -68- C. OTHER INSURANCES 1. AUTOMOBILE THIRD PARTY LIABILITY AND OWN DAMAGE LIABILITY Automobile bodily injury and property damage liability insurance for vehicles of the Borrower requiring such cover under the statutory requirements of Slovenia. 2. PERSONAL ACCIDENT & TRAVEL If overseas travel is undertaken by employees, consideration should be given to the purchase of this cover. If benefits available under this cover are provided as part of employees' contracts (as opposed to a benefit to the employer), then it will be important to ensure that no less cover is provided post completion. 3. FIDELITY GUARANTEE/CRIME Dishonesty from employees can represent a significant exposure to employers. The exposure to fraud from outside third parties may also be an area of concern going forward. Examples of potential exposures include: Funds transfer - this area is vulnerable to short and long-term fraud; Cheques - this is an area that may be susceptible to long term fraud; Computer Systems - accounting areas are also vulnerable to short or long term fraud. Terms and conditions of an insurance cover can not be provided prior to a security check, usually done by an insurer." 124. Schedule 14 (Covenant Compliance Certificate) of the Original Facility Agreement is amended by deleting such Schedule in its entirety and replacing it with the following schedule: "SCHEDULE 14 COVENANT COMPLIANCE CERTIFICATE To: IKB Deutsche Industriebank AG as Off Shore Facility Agent From: [Western Wireless International d.o.o.] [Western Wireless International Corporation](1) Dated: - ---------- (1) Western Wireless International Corporation Certificate only required after the Second Amendment Agreement Effective Date and to include the information in paragraph 1, paragraph 2(a), (j), (k), (l) (as it applies to the Group), paragraph 3(a) as it relates to the Sponsors' and Shareholders' Undertaking and Completion Guarantee. -69- Dear Sirs FACILITY AGREEMENT DATED [-] (THE "AGREEMENT") 1. We refer to the Agreement. This is a Covenant Compliance Certificate. Terms defined in the Agreement have the same meaning in this Covenant Compliance Certificate unless given a different meaning in this Covenant Compliance Certificate. 2. We confirm that as at the date of the financial statements in respect of [-]: (a) all contributions required to be made by the Shareholders pursuant to the Sponsors' and Shareholders' Undertaking and Completion Guarantee have been made when due; (b) the Contributed Capital Ratio is [-]*; (c) the number of Subscribers was [-]*; (d) the Population Coverage was [-]*; (e) the Service Revenues were [-]*; (f) EBITDA of the Borrower was [-]; (g) the Total Leverage Ratio was [-]; (h) the Interest Coverage Ratio was [-]*; (i) the Debt Service Cover Ratio was [-]*; (j) from the Second Amendment Agreement Effective Date, the Consolidated Tangible Net Worth of the Group was [-] for the preceding financial year of the Group; (k) from the Second Amendment Agreement Effective Date, the Consolidated EBITDA of the Group for the preceding financial year of the Group was [-]; (l) the financial statements were prepared in accordance with [US GAAP] [and, if applicable, Slovenian Accounting Standards] consistently applied and represent a true and fair view of the [Borrower] [Group] and do not omit any material liability; (m) we have received Sponsors Unsecured Loans in the amount of [-], - ---------- * Only required to be included for Covenant Compliance Certificates issued prior to the Second Amendment Agreement Effective Date. -70- and attached hereto are detailed calculations and/or evidence thereof. 3. We confirm that as of the date hereof: (a) no Potential Event of Default or Event of Default is continuing;(2) (b) [no Cash Shortfall] [a Cash Shortfall] exists [in an amount equal to [-]].(3) 4. As at the date of this Covenant Compliance Certificate the Repeated Representations are correct by reference to the facts and circumstances as at the date hereof except for representations which were made as of a specific date which shall be correct in all material respects as of such date. 5. We hereby request that the Applicable Margin in relation to the [state Facility] be adjusted from [insert] to [insert]. Signed: --------------------- -------------------------- Director Director [insert applicable auditor certification language](4) -------------------------- for and on behalf of [name of auditors of the Borrower or Group](5)" 125. Paragraph 2 of Schedule 15 (Project Status and Progress Report) of the Original Facility Agreement is amended by deleting such paragraph in its entirety and replacing with the following paragraph: "2. Set out below is: (1) with respect to the Eligible Expenditures under the ECA Facility a list of (i) all purchase orders placed, and (ii) deliveries received and/or services rendered during the Quarter together with copies of the relevant invoices from the Equipment Vendor(+); - ---------- (2) If this statement cannot be made, the certificate should identify any Event of Default or Potential Event of Default that is continuing and the steps, if any, being taken to remedy it. (3) Include if Cash Shortfall exists. (4) To be agreed with the Borrower's/Group's auditors and the Banks. Auditors must verify all of the above statements other than points 2(c), (d) or 3. (5) Only applicable if the Covenant Compliance Certificate accompanies the audited financial statements and is to be signed by the auditors. To be agreed with the Borrower's/Group's auditors. (+) Only required to be included for Project Status and Progress Report issued prior to the Second Amendment Agreement Effective Date. -71- (2) a detailed and full description of the status of the installation of the Network in comparison to the most recent Business Plan and the status of all national roaming agreements; (3) a comparison of the Borrower's actual business and network development (including but not limited to network roll out and network quality measured in Population Coverage and dBm and services offered) with the Licence requirements and the Business Plan; (4) until the Second Amendment Agreement Conditions Satisfaction Date, the information contained in the annex hereto; (5) a description of any non-compliance with delays in performance of, cost increases under or other issues arising out of any Material Contracts that could reasonably be expected to affect the Borrower's ability to perform its obligations under the Finance Documents; (6) a detailed description of any material financial, operational, construction, regulatory, administrative, legal or other issues that have had or could reasonably be expected to have a significant impact on the Borrower; (7) a list of all Material Contracts entered into, amended, terminated or substituted in the last Quarter; and (8) a description of any complaints received and correspondence from the Government or any governmental bodies or other authority in relation to the Project; and (9) details of all tariff plans and Subscriber acquisition costs (in total and per subscriber) including (without limitation) subsidies spent on the provision of handsets and any special offers to Subscribers; and (10) an update of the sales and marketing strategy report comprised in the most recent Business Plan and covering subscriber acquisition cost, marketing cost and handset and other subsidies; and (11) a written outline of major market and business developments. 126. Schedule 15 (Project Status and Progress Report) of the Original Facility Agreement is amended by adding a "+" after the word "Consultant*" at the end of such schedule. 127. Schedule 15 (Project Status and Progress Report) of the Original Facility Agreement is amended by deleting the words "31.12.2003 or 31.12.2004" from the end of the footnote marked "*" of such schedule. 128. Schedule 16 (Form of Permitted Bill of Exchange) of the Original Facility Agreement is amended by deleting such Schedule in its entirety and replacing it by the following schedule: -72- "SCHEDULE 16 FORM OF PERMITTED BILL OF EXCHANGE V______________________________ ([-]) (kraj in datam [-]) _______________________________ PLACAJTE ZA TO _________ MENICO ([-]) PO NALOGU _____________________________________________ ZNESEK ([-]) ([-]) VREDNOST PREJETA ______IN GA POLOZITE NA RAGUN _______ OBVESTIL OBVESTITE ________________________ ([-]) PLACLJIVO PRI ___________________________________________________ ([-])" 129. Schedule 17 (Population Coverage Verification) of the Original Facility Agreement is amended by adding footnote reference "6" after the number "17" in the heading and adding the following footnote to the footer at the bottom of the first page of such schedule: "6 Obsolete from the Second Amendment Agreement Effective Date." 130. Schedule 17 (Population Coverage Verification) of the Original Facility Agreement is amended by changing the footnote reference "3" in paragraph 3.4.2 of such Schedule is re-numbered as footnote reference "7". 131. Schedule 18 (Initial report of the Independent Technical Consultant) of the Original Facility Agreement is amended by deleting the word "report" in the heading of such Schedule and replacing it with the word "REPORT". 132. Schedule 19 (Additional Coverage Requirements) of the Original Facility Agreement is amended by adding footnote reference "8" after the number "19" in the heading of such Schedule and adding the following footnote to the footer at the bottom of the first page of such schedule: "9 Obsolete from the Second Amendment Agreement Effective Date." 133. The Original Facility Agreement is amended by inserting the following exhibits after the end of Annex 5 (Base Stations being "on air") and before the start of the Execution Clause (Signatories to the Facility Agreement): "Exhibit 1 Vega Status Quo Business Plan" -73- "Exhibit 2 Group Business Plan" 134. The execution block for the party named "IKB Deutsche Industriebank AG" in the Execution Clause (Signatories to the Facility Agreement) of the Original Facility Agreement is amended by deleting the words "Andreas Nestel" from the 'Attention of' line in such execution block and replacing it with "Dr. Peer Gunzel". 135. The execution block for the party named "Raiffeisenlandesbank Oberosterreich reg. Gen. m.b.H." in the Execution Clause of the Original Facility Agreement is amended by deleting such party name in its entirety and replacing it with the following name: "RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H." 136. The execution block for the party named "Western Wireless International d.o.o." in the Execution Clause of the Original Facility Agreement is amended by deleting the fax details "+386 1 5801 109" in the "Fax" line of such clause and replacing it with the following fax details: "+386 1 5801 011". 137. The execution block for the party named "Nova Ljubljanska Banka d.d., Ljubljana" in the Execution Clause of the Original Facility Agreement is amended by adding the contact details "or +386 1 476 5108" after the contact number "+386 1 520 7273" in the "Telephone" lines of such execution block. 138. The execution block for the party named "Nova Ljubljanska Banka d.d., Ljubljana" in the Execution Clause of the Original Facility Agreement is amended by adding the words "or Ms. Ida Menard" to the end of the "Attention of" line of such execution block. 139. The Execution Clause of the Original Facility Agreement is amended by deleting the execution block for the party named "Landesbank Schleswig-Holstein Girozentrale" in its entirety and replacing it with the following execution block: "CO-ARRANGER AND ORIGINAL EURO FACILITY BANK HSH NORDBANK AG By: MARION POETSCHKE MANFRED ZIWEY ---------------- ------------- Name: Marion Poetschke Name: Manfred Ziwey Title: Assistant Director Title: Director Address: Martensdamm 6, 24103 Kiel, Germany Telephone: +431 900 11604 Fax: +431 900 34151 Attention of: Klaus-Volker Lenk" 140. The Execution Clause of the Original Facility Agreement is amended by deleting the execution blocks for the party named "Hypo Alpe-Adria-Bank AG" and "Hypo Alpe-Adria-Bank d.d." in such clause and replacing them with the following execution blocks: -74- "CO-ARRANGER AND ORIGINAL EURO FACILITY BANK HYPO ALPE-ADRIA BANK AG By: MARION POETSCHKE MANFRED ZIWEY ---------------- ------------- Name: Marion Poetschke Name: Manfred Ziwey Title: Assistant Director Title: Director Address: Stock im Eisen-Platz 3, 1010 Wien, Austria Telephone: +43 50202 6952 or +43 50202 2315 or 2483 Fax: +43 (0) 50202 6990 Attention of: International Finance (for credit matters) International Services (for administrative matters) EURO FACILTY BANK DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH By: By: Name: Name: Title: Title: Address: Belvederestr. 40 50933 Cologne, Germany Telephone: +49 221 4986 576 Fax: +49 221 4986 107 Attention of: Matthias Goulnik EURO FACILITY BANK AKA AUSFUHRKREDIT-GESELLSCHAFT M.B.H. By: By: Name: Name: Title: Title: Address: Grosse Gallusstrasse 1-7 60311 Frankfurt am Main, Germany Telephone: +49 69 29891 236 or +49 69 29891 167 Fax: +49 29891 150 Attention of: Heike Koenebruch or Beate Muller ORIGINAL SIT FACILITY BANK HYPO ALPE-ADRIA-BANK D.D. -75- By: By: Name: Name: Title: Title: Address: Trg Osvobodilne fronte 12 PO Box 1601, SI - 1001 Ljubljana, Slovenia Telephone: +386 1 300 4408 Fax: +386 1 300 4491 Attention of: Mr. Ivo Rep" -76- SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO THE FACILITY AGREEMENT THE BORROWER WESTERN WIRELESS INTERNATIONAL D.O.O. By: Name: Title: Address: Brnciceva ulica 49, 1231 Ljubljana, Slovenia Telephone: +386 1 5801 200 Fax: +386 1 5801 011 Attention of: Steven Fast LEAD ARRANGER, OFF SHORE SECURITY AGENT, OFF SHORE FACILITY AGENT AND ORIGINAL EURO FACILITY BANK IKB DEUTSCHE INDUSTRIEBANK AG By: By: Name: Name: Title: Title: Address: Wilhelm-Botzkes-Strasse 1, 40474 Dusseldorf, Germany Telephone: +49 211 8221 4887 or +49 211 8221 4193 Fax: +49 211 8221 2887 or +49 211 8221 2193 Attention of: Martina Messing or Dr. Peer Gunzel SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO THE FACILITY AGREEMENT LEAD ARRANGER AND ORIGINAL EURO FACILITY BANK KREDITANSTALT FUR WIEDERAUFBAU By: By: Name: Name: Title: Title: Address: Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany Telephone: +49 69 7431 4247 Fax: +49 69 7431 2258 Attention of: Andre Collin SENIOR CO-ARRANGER AND ORIGINAL EURO FACILITY BANK RAIFFEISENLANDESBANK OBEROSTERREICH REG. GEN. M.B.H. By: By: Name: Name: Title: Title: Address: Raiffeisenplatz 1, 4021 Linz, Austria Telephone: +43 732 6596 3170 Fax: +43 732 6596 3131 Attention of: Dr. Lambert Hofbauer SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO THE FACILITY AGREEMENT SENIOR CO-ARRANGER, ON SHORE SECURITY AGENT, ON SHORE FACILITY AGENT AND ORIGINAL SIT FACILITY BANK NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA By: By: Name: Name: Title: Title: Address: Smartinska 130, SI - 1520 Ljubljana, Slovenia Telephone: +386 1 520 7273 or +386 1 476 5108 Fax: +386 1 425 60 02 Attention of: Ms. Jasna Istenic or Ms. Ida Menard CO-ARRANGER AND ORIGINAL EURO FACILITY BANK HSH NORDBANK AG By: By: Name: Name: Title: Title: Address: Martensdamm 6, 24103 Kiel, Germany Telephone: +431 900 11604 Fax: +431 900 34151 Attention of: Klaus-Volker Lenk SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO THE FACILITY AGREEMENT CO-ARRANGER AND ORIGINAL EURO FACILITY BANK HYPO ALPE-ADRIA-BANK AG By: By: Name: Name: Title: Title: Address: Stock im Eisen-Platz 3, 1010 Wien, Austria Telephone: +43 50202 6952 or +43 50202 2315 or 2483 Fax: +43 (0) 50202 6990 Attention of: International Finance (for credit matters) International Services (for administrative matters) ORIGINAL SIT FACILITY BANK HYPO ALPE-ADRIA-BANK D.D. By: By: Name: Name: Title: Title: Address: Trg Osvobodilne fronte 12 PO Box 1601, SI - 1001 Ljubljana, Slovenia Telephone: +386 1 300 4408 Fax: +386 1 300 4491 Attention of: Mr. Ivo Rep SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO THE FACILITY AGREEMENT EURO FACILITY BANK DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH By: By: Name: Name: Title: Title: Address: Belvederestr. 40 50933 Cologne, Germany Telephone: +49 221 4986 576 Fax: +49 221 4986 107 Attention of: Matthias Goulnik EURO FACILITY BANK AKA AUSFUHRKREDIT-GESELLSCHAFT M.B.H. By: By: Name: Name: Title: Title: Address: Grosse Gallusstrasse 1-7 60311 Frankfurt am Main, Germany Telephone: +49 69 29891 236 or +49 69 29891 167 Fax: +49 69 29891 150 Attention of: Heike Koenebruch or Beate Muller SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO THE FACILITY AGREEMENT ACKNOWLEDGEMENT By signing hereunder, each Sponsor and Shareholder acknowledges and consents to the terms and conditions of this Agreement and of the amendments made to the Original Facility Agreement. Each Sponsor and Shareholder confirms that it has no defence under any Finance Document, in particular the Sponsor's and Shareholders' Undertaking and Completion Guarantee (as amended on 28 October 2002 and on or about the date hereof), as a consequence of the amendments made thereto and further confirm the rights and obligations of each Sponsor and Shareholder under each unamended and amended term of any Finance Document. THE SPONSORS WESTERN WIRELESS INTERNATIONAL CORPORATION By: Name: Title: Address: 3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006, USA Telephone: +1 425 586 8161 Fax: +1 425 586 8777 Attention of: Scott Alderman WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION By: Name: Title: Address: 3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006, USA Telephone: +1 425 586 8161 Fax: +1 425 586 8777 Attention of: Scott Alderman SIGNATURE PAGE OF THE SECOND AMENDMENT AGREEMENT RELATING TO THE FACILITY AGREEMENT WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION By: Name: Title: Address: 3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006, USA Telephone: +1 425 586 8161 Fax: +1 425 586 8777 Attention of: Scott Alderman EX-10.40 4 v93911exv10w40.txt EXHIBIT 10.40 EXHIBIT 10.40 EXECUTION COPY DATED 28 AUGUST 2003 WESTERN WIRELESS INTERNATIONAL CORPORATION WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION WESTERN WIRELESS INTERNATIONAL D.O.O. and IKB DEUTSCHE INDUSTRIEBANK AG ------------------------------------------------------------ SECOND AMENDMENT AND RESTATEMENT OF THE SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE DATED 30 APRIL 2002 RELATING TO THE FINANCING OF THE VEGA GSM TELECOMMUNICATIONS NETWORK IN SLOVENIA ------------------------------------------------------------ TABLE OF CONTENTS CONTENTS

CLAUSE PAGE 1. Definitions and Interpretation......................................................... 2 2. Guarantee.............................................................................. 9 3. Undertakings........................................................................... 12 4. Representations and Warranties......................................................... 19 5. Undertakings in relation to Subordinated Debt.......................................... 22 6. Permitted Payments..................................................................... 24 7. Subordination on Insolvency............................................................ 25 8. Enforcement by the Sponsors............................................................ 27 9. Voting................................................................................. 27 10. Funding of Sponsor Contributions and Nature of Obligations............................. 28 11. No Subrogation......................................................................... 32 12. Waiver................................................................................. 32 13. Consents............................................................................... 33 14. Conflict............................................................................... 33 15. Preservation of Subordinated Debt...................................................... 34 16. Taxes.................................................................................. 34 17. Indemnities............................................................................ 35 18. Successors, Assignments and Transfers.................................................. 35 19. Power of Attorney...................................................................... 36 20. Remedies and Waivers, Cumulative Rights, Partial Invalidity............................ 36 21. Rights of the Borrower................................................................. 37 22. Other information...................................................................... 37 23. UMTS Rebate............................................................................ 37 24. Overseas ranking....................................................................... 37

-i- TABLE OF CONTENTS (CONTINUED)

PAGE 25. Notices................................................................................ 37 26. Counterparts........................................................................... 40 27. Amendments............................................................................. 40 28. Governing law.......................................................................... 40 29. Jurisdiction; Consent to Service of Process; Waiver of Jury Trial...................... 40 30. Service of process..................................................................... 41 31. Waiver of Immunity..................................................................... 41 32. Expenses............................................................................... 42 33. Entire Agreement....................................................................... 42 SCHEDULE 1 Process Agents................................................................... 58

-ii- THIS AGREEMENT is dated 2003 and made between: (1) WESTERN WIRELESS INTERNATIONAL CORPORATION ("WWIC"), WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION ("WWI SLOVENIA I"), and WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION ("WWI SLOVENIA II") (together the "SPONSORS"); (2) WESTERN WIRELESS INTERNATIONAL D.O.O., a company with limited liability organised and existing under the laws of the Republic of Slovenia (the "BORROWER"); and (3) IKB DEUTSCHE INDUSTRIEBANK AG, a banking corporation duly organised and existing under the laws of the Federal Republic of Germany as off shore security or facility agent for and on behalf of the Senior Creditors (the "OFF SHORE SECURITY AGENT" or the "OFF SHORE FACILITY AGENT" as the case may be). WHEREAS (A) The Borrower is a special purpose project company created as a limited liability company on 20 September 2000 to undertake the Project. (B) WWIC, WWI Slovenia I, and WWI Slovenia II are the sponsors of the Project and are direct and indirect shareholders of the Borrower. (C) The Borrower has entered into the Facility Agreement pursuant to which each of the Banks has agreed to make available certain project finance facilities to the Borrower and the Lucent Loan Agreement pursuant to which Lucent Technologies Inc. has agreed to make a loan to the Borrower, in each case, for the purpose of, amongst other things, the design, construction, engineering, financing, commissioning, operation and maintenance of the Project. (D) The Borrower has entered into the Hedging Agreements pursuant to which the Hedging Counterparties will provide certain interest rate hedging arrangements to the Borrower. (E) The parties hereto have entered into the Original Sponsors' and Shareholders' Undertaking and Completion Guarantee pursuant to which the Sponsors agreed to provide a completion guarantee and certain undertakings to the Senior Creditors which were a condition precedent to the obligations of the Banks under the Facility Agreement. (F) The parties hereto wish to amend and restate the Original Sponsors' and Shareholders' Undertaking and Completion Guarantee as provided in this Agreement (which, for the avoidance of doubt, is intended by the parties hereto to be an amendment and restatement only and not a novation). -1- IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Facility Agreement. The following terms shall have the following meanings when used herein: "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. "AGREEMENT" means this agreement and includes the schedules hereto. "ARRANGER" has the meaning given to it in the Facility Agreement. "AUTHORISATION" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration. "BANK" has the meaning given to it in the Facility Agreement. "BORROWER" means Western Wireless International, d.o.o.. "BORROWER'S OBLIGATIONS" means all debts and monetary liabilities of the Borrower to the Senior Creditors of any nature, now existing or hereafter arising, whether or not evidenced by any note, agreement or other instrument under or in relation to the Finance Documents including, without limitation and in each such case, all interest, premium fees, make-whole amounts, swap termination payments, charges, losses, costs, expenses, Break Costs and any other sum payable by the Borrower thereunder. "BREAK COSTS" has the meaning given to it in the Facility Agreement. "CASH SHORTFALL" has the meaning given to it in the Facility Agreement. "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. "DEBT SERVICE RESERVE ACCOUNT" means the account established under Clause 23.9 (Debt Service Reserve Account) of the Facility Agreement. "DELIVERY CONTRACT" means the delivery contract between Lucent Technologies Network Systems GmbH, Nurnberg, Germany and the Borrower dated 15 March 2001 and signed on 21 March 2001 and 30 April 2001 as amended from time to time. -2- "DISCHARGE DATE" means the date on which the Borrower's Obligations have been fully and irrevocably paid or discharged to the reasonable satisfaction of the Off Shore Facility Agent, whether or not as a result of enforcement. "DSRA-REQUIRED BALANCE" has the meaning set out in Clause 23.9.2 (Debt Service Reserve Account) of the Facility Agreement. "ECA" means Euler Hermes Kreditversicherungs- AG, Hamburg. "ECA FACILITY" has the meaning given to it in the Facility Agreement. "EQUITY CONTRIBUTION" means a cash contribution in the Share Capital or subsequent payments in cash or in kind towards the capital (Naknadna vplacila). "ETSI" means the European Telecommunications Standards Institute. "EVENT OF DEFAULT" means any event or circumstance specified as such in Clause 25 (Events of Default) of the Facility Agreement. "FACILITY" has the meaning given to it in the Facility Agreement. "FACILITY AGREEMENT" means the facility agreement dated 30 April 2002 between the Banks and the Borrower and as amended by the First Amendment Agreement relating to the Facility Agreement dated 28 October 2002 and the Second Amendment Agreement relating to the Facility Agreement dated [-] August 2003. "FINANCE PARTY" means any of the Off Shore Facility Agent, the On Shore Facility Agent, the Security Agents, the Issuing Bank, the Arrangers or the Banks. "GOVERNMENT" means the Government of the Republic of Slovenia. "3GPP" means the 3G Partnership 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 requirements thereof. "HOLDING COMPANY" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary. -3- "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 to the Facility Agreement and referred to as the excel spreadsheet named "Base Case 12 July 01.xls". "INSOLVENCY EVENTS" has the meaning given to it in Clause 7.1 (Insolvency Events). "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. "LICENCE" means the GSM-1800 licence issued by the Government to the Borrower (including the Concession Agreement) and any renewal, extension or replacement thereof. "LONG TERM INDEBTEDNESS" shall mean indebtedness for borrowed money which, as of the applicable determination date, would be included in the Group's consolidated financial statements prepared in accordance with US GAAP under the line items set forth therein entitled "Long Term Debt" and "Current Portion of Long Term Debt". "MAJORITY BANKS" has the meaning given to it in the Facility Agreement. "MANAGEMENT AGREEMENT" means the management agreement to be entered into between the Borrower and Western Wireless International Corporation. "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 a Sponsor; (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 the Facility Agreement the validity or enforceability of a Material Contract; or -4- (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 CONTRACTS" has the meaning given to it in the Facility Agreement. "NETWORK" means the Borrower's telecommunication network including, without limitation, all associated hardware, software, infrastructure, civil works, towers, 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. "OFF SHORE FACILITY AGENT" means IKB Deutsche Industriebank AG. "OFF SHORE SECURITY AGENT" means IKB Deutsche Industriebank AG. "ON SHORE FACILITY AGENT" means Nova Ljubljanska banka d.d. "ON SHORE SECURITY AGENT" means Nova Ljubljanska banka d.d. "ORIGINAL HEDGING COUNTERPARTY" means IKB International S.A., Luxembourg. "ORIGINAL SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE" means the Sponsors' and Shareholders' Undertaking and Completion Guarantee, dated 30 April 2002, as amended by the First Amendment Agreement relating to the Sponsors' and Shareholders' Undertaking and Completion Guarantee, dated 28 October 2002. "PARENT" means Western Wireless Corporation. "PARTY" means a party to this Agreement. "PERMITTED GROUP ENCUMBRANCES" means: (a) Permitted Encumbrances of the Borrower; (b) Security created over the assets of any member of the Group in respect of indebtedness permitted under Clause 3.1.5 (Indebtedness); (c) any Security arising by operation of law in the ordinary course of a Group member's business PROVIDED THAT if at any time such Security is or becomes enforceable such Security is being contested in good faith or appropriate reserves have been made in respect of the indebtedness to which it relates; (d) rights of set off arising in the ordinary course of a Group member's business PROVIDED THAT if at any time such Security is or becomes enforceable such Security is being -5- contested in good faith or appropriate reserves have been made in respect of the indebtedness to which it relates; (e) Security on property existing prior to the acquisition thereof PROVIDED THAT such Security was not created to avoid the terms of this Agreement; (f) Security existing and disclosed in writing to the Off Shore Security Agent prior to the Second Amendment Agreement Effective Date; and (g) Security created with the consent of the Senior Creditors. "POTENTIAL EVENT OF DEFAULT" has the meaning given to it in the Facility Agreement. "PROCEEDS AND REVENUE ACCOUNT" has the meaning given to it in the Facility Agreement. "PROCESS AGENT" has the meaning given to it in Clause 30.1 (Service of process). "PROJECT" means the design, construction, testing, completion and operation of the Network. "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. "REPAYMENT DATE" means in relation to a Facility the dates specified for repayment in schedule 2 (Repayment Dates) of the Facility Agreement. "REPORTING DATE" has the meaning given to it in Clause 3.3 (Contingent Equity). "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 DOCUMENTS" has the meaning given to it in the Facility Agreement. "SENIOR CREDITORS" means the Finance Parties and the Hedging Counterparties and Lucent Technologies Inc (until the irrevocable repayment in full of all amounts outstanding under the Lucent Loan Agreement). "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 this Agreement. "SHAREHOLDERS" means WWI Slovenia I and WWI Slovenia II and any permitted transferee in accordance with and pursuant to the terms and conditions of this Agreement. -6- "SHAREHOLDERS PLEDGE AGREEMENT" means the shareholder pledge agreement to be entered into by WWIC for the purposes of pledging its interests in the Shareholders to the Off Shore Security Agent acting on behalf of the Senior Creditors. "SIT" means the lawful monetary unit of the Republic of Slovenia from time to time. "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. "SPONSOR CONTRIBUTIONS" means contributions made to the Borrower by way of Equity Contributions and/or Subordinated Loans. "SPONSORS" means WWIC, WWI Slovenia I and WWI Slovenia II. "SPONSORS' AND SHAREHOLDERS' OBLIGATIONS" means the obligations of the Sponsors and Shareholders under this Agreement. "SUBORDINATED DEBT" means all present and future obligations and liabilities (whether actual or contingent, whether owed jointly, severally or in any other capacity whatsoever and whether originally incurred by the Borrower or by some other person) of the Borrower to the Sponsors or the Shareholders (or any of them) including, without limitation, any amounts paid by the Sponsors pursuant to Clause 2 (Guarantee), any Subordinated Loan and any amount received by the Borrower from the Sponsors or the Shareholders as additional paid in capital which is not evidenced by the issuance of new Shares and amounts owing under the Sponsors Unsecured Loan Agreement and/or the Management Agreement (in each case including any such obligations or liabilities outstanding prior to the date of any amendment to this Agreement) PROVIDED THAT Subordinated Debt shall not, prior to the occurrence of an Event of Default, include amounts in respect of direct costs payable under the Management Agreement which are provided for in the Initial Business Plan and permitted to be paid in accordance with clause 23.3(d)(ii) (Application of moneys on the Proceeds and Revenue Accounts) of the Facility Agreement or Existing WWIC Loans that are permitted to be repaid to WWIC in accordance with clause 23.8.2 (Loan Proceeds Account) of the Facility Agreement. "SUBORDINATED DEBT DOCUMENT" has the meaning given to it in the Intercreditor Agreement. "SUBORDINATED LOAN" means a subordinated loan (other than a Sponsors Unsecured Loan) made to the Borrower in accordance with the terms of this Agreement. "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 -7- 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. "TRANSACTION DOCUMENTS" has the meaning given to it in the Facility Agreement. "TRANSFER CONDITIONS" means, in relation to any disposal of Shares, that: (a) the Transferee satisfies the Transferee Criteria; (b) the person intending to dispose of its Shares has provided the Off Shore Facility Agent with at least 60 days' notice of the identity of the Transferee together with all necessary information of the Transferee in order to be able to assess the creditworthiness of the Transferee accurately, details of the number of Shares that are to be transferred to and the amount of Subordinated Loans that are to be assumed by the Transferee; (c) the Transferee has become bound by the terms of this Agreement by execution of such documents as the Off Shore Facility Agent may reasonably require specifying and has delivered a legal opinion in form and substance satisfactory to the Off Shore Facility Agent addressing the representations set out in Clause 4.1 (Individual Sponsor and Shareholder representations and warranties); and (d) the Shares which are the subject of the disposal remain subject to the Security. "TRANSFEREE" means a person to whom a Shareholder or Sponsor intends, in conformity with the provisions hereof and the constitutive documents of the Borrower, to dispose of all or part of its Shares or Subordinated Debt. "TRANSFEREE CRITERIA" means in relation to any Transferee, that: (a) such person, its assets or its country of residence or incorporation, is not then subject to any economic or political sanctions issued by an OECD member country or issued by an organisation to which an OECD member country is subject and is reasonably satisfactory to the Majority Banks; and (b) such person (or its parent, if such person's obligations are unconditionally guaranteed by its parent) has delivered to the Off Shore Facility Agent its most recent two consecutive years of audited financial statements demonstrating to the reasonable satisfaction of the Off Shore Facility Agent (acting on the instructions of the Majority Banks) that such -8- person could reasonably be expected to fulfil its future obligations under the Finance Documents. "US GAAP" means generally accepted accounting principles, standards and practices in the United States of America consistently applied. "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. "WWI SLOVENIA I" means Western Wireless International Slovenia Corporation. "WWI SLOVENIA II" means Western Wireless International Slovenia II Corporation. "WWIC" means Western Wireless International Corporation. 1.2 INTERPRETATION In this Agreement a reference to: 1.2.1 this Agreement means this agreement as from time to time supplemented or amended by one or more agreements entered into pursuant to the applicable provisions hereof; 1.2.2 a document is a reference to that document as modified or replaced from time to time; 1.2.3 a person includes reference to a government, state, state agency, corporation, body corporate, association or partnership; 1.2.4 a person includes a reference to that person's legal personal representatives, successors and assigns; 1.2.5 the singular includes the plural and vice versa; 1.2.6 a time of day is a reference to the time in Dusseldorf, unless a contrary indication appears; and 1.2.7 a Clause or Schedule is a reference to a clause of or schedule to this Agreement. 1.3 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. 1.4 If any enforcement action as directed by the 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 Banks). -9- 1.5 Clause headings and the table of contents in this Agreement are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in, interpreting this Agreement. 1.6 In respect of any obligations of the Sponsors, Shareholders and the Borrower hereunder, whether for payment of money or otherwise, the Off Shore Security Agent shall be authorised and entitled to demand payment or performance in accordance with the terms of such obligations as set out herein. 2. GUARANTEE 2.1 GUARANTEE The Sponsors on a joint and several basis irrevocably, absolutely and unconditionally, as principal obligors and not merely as surety, guarantee to the Senior Creditors the punctual payment when due, whether at stated maturity, by acceleration or otherwise, and the punctual performance, of all of the present and future Borrower's Obligations under the Finance Documents and undertake for the benefit of the Senior Creditors to pay to the Off Shore Security Agent an amount equal to the Borrower's Obligations in the same manner as the Borrower's Obligations are required to be paid by the Borrower under the Finance Documents (the "GUARANTEE"). 2.2 NATURE OF GUARANTEE 2.2.1 This Guarantee is one of payment and performance, not collection, and the obligations of the Sponsors under this Guarantee are independent of the Borrower's Obligations, and a separate action or actions may be brought and prosecuted against any one or all of the Sponsors to enforce this Guarantee, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. 2.2.2 The Off Shore Security Agent may at any time and from time to time (whether or not after revocation or termination of this Guarantee) with-out the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Sponsors, and without incurring responsibility to the Sponsors or impairing or releasing the obligations of the Sponsors hereunder, apply any sums by whomsoever paid or howsoever realised to any of the Borrower's Obligations regardless of what Borrower's Obligations remain unpaid. 2.3 REMEDIES UPON DEFAULT; RIGHT OF SET-OFF (a) Upon the occurrence and during the continuance of any Event of Default or, after expiry of the notice period in clause 14.2 (Change of Control, Withdrawal of Licence and Abandonment of the Project) of the Facility Agreement, a mandatory prepayment event provided for in clause 14.2 (Change of Control, Withdrawal of Licence and Abandonment of the Project)of the Facility Agreement, the Off Shore Security Agent may, without notice to or demand upon the Borrower or the Sponsors, declare any of the Borrower's -10- Obligations immediately due and payable, and shall be entitled to enforce the obligations of the Sponsors hereunder. The obligations of the Sponsors may be enforced hereunder at one time or on separate occasions. (b) Upon such declaration by the Off Shore Security Agent, the Off Shore Security Agent pursuant to Clause 2.3(a) and any Senior Creditor is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Off Shore Security Agent or any Senior Creditor to or for the credit or the account of the Sponsors against any and all of the obligations of the Sponsors now or hereafter existing under this Guarantee, whether or not the Off Shore Security Agent or such Senior Creditor shall have made any demand under this Guarantee and although such obligations may be contingent and unmatured. The Off Shore Security Agent agrees promptly to notify the Sponsors after any such set-off and application, PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Off Shore Security Agent and Senior Creditors under this Clause 2.3 are in addition to other rights and remedies (including other rights of set-off) which the Off Shore Security Agent and Senior Creditors may have. 2.4 STATUTE OF LIMITATIONS Any acknowledgement or new promise, whether by payment of principal or interest or otherwise and whether by the Borrower or others (including the Sponsors), with respect to any of the Borrower's Obligations shall, if the statute of limitations in favor of the Sponsors against the Off Shore Security Agent or Senior Creditors shall have commenced to run, toll the running of such statute of limitations and, if the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations. 2.5 INTEREST Failure to pay when due all amounts payable from time to time by the Sponsors hereunder shall bear interest at the interest rate per annum specified in clause 9.5 (Default interest) of the Facility Agreement from the date such payment was due until the date of receipt in full by the Banks of such payment. Any interest payable under this Clause shall be paid by the Sponsors upon demand of the Off Shore Security Agent. 2.6 RIGHTS AND REMEDIES NOT WAIVED No act, omission or delay by the Off Shore Security Agent shall constitute a waiver of its or the Secured Creditors' rights and remedies hereunder or otherwise. No single or partial waiver by the Off Shore Security Agent of any default hereunder or right or remedy which it may have shall operate as a waiver of any other default, right or remedy or of the same default, right or remedy on a future occasion. -11- 2.7 ADMISSIBILITY OF GUARANTEE The Sponsors agree that any copy of this Agreement signed by the Sponsors and transmitted by telecopier for delivery to the Off Shore Security Agent shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence. 2.8 WINDING-UP AND INSOLVENCY If on or before the Discharge Date: 2.8.1 any general meeting of any of the Sponsors is convened for the purposes of passing a resolution for its winding-up, bankruptcy or dissolution under any applicable law; 2.8.2 any legal proceedings are started (or renewed after stay) under any applicable law for the winding-up, bankruptcy or dissolution of any of the Sponsors; or 2.8.3 an order is made by a competent court or a resolution is passed for winding-up, bankruptcy or dissolution of any of the Sponsors or any receiver, manager, receiver-manager or similar officers are appointed in relation to any of the Sponsors, under any applicable law; then, if any such meeting, proceedings, order or appointment is not dismissed or discharged (if capable of being dismissed or discharged) in each case within 20 days of the institution or presentation thereof, in addition to any other rights of the Senior Creditors hereunder, the Sponsors shall, pay in accordance with Clause 2.1 (Guarantee) an amount equal to the Borrower's Obligations then outstanding without the need for any request, demand, notice or other action on the part of any Senior Creditor or the Off Shore Facility Agent. 3. UNDERTAKINGS 3.1 UNDERTAKINGS OF WESTERN WIRELESS INTERNATIONAL CORPORATION WWIC undertakes to the Senior Creditors that up to and including the Discharge Date it will: 3.1.1 Ownership: not reduce its direct or indirect ownership of the Share Capital to less than 80% without the prior written consent of the Senior Creditors. 3.1.2 Reports and Information: provide the Off Shore Facility Agent, in sufficient copies for each of the Banks, with the following reports, prepared in compliance with all relevant legal and professional requirements and according to generally accepted accounting principles consistently applied: (a) as soon as available, but in any event no later than one hundred and twenty (120) days after the end of each financial year, its audited (for 2001 only unaudited) annual report and the audited annual report of Western Wireless International Holding Corporation and, commencing with the 2002 financial year, the unaudited annual financial statements of WWI Slovenia I and WWI Slovenia II provided that in respect of the 2001 financial year, -12- WWIC shall provide the unaudited annual financial statements of WWI Slovenia I and WWI Slovenia II as soon as such financial statements are available; (b) as soon as available, but in any event no later than one hundred and twenty (120) days after the end of each financial year, the audited annual report of the Parent and such other information or reporting as the Off Shore Facility Agent may from time to time reasonably request; and (c) all such information relating to the Group required to be supplied by the Borrower or by WWIC in accordance with clause 21 (Reporting Requirements) and clause 22.3 (Stage II covenants) of the Facility Agreement in accordance with the requirements thereof. All such financial information shall be in English and with respect to the information in Clause 3.1.2(a) and (b) shall be submitted to the Off Shore Facility Agent together with a certificate signed by the chief financial officer of WWIC confirming that such information is true and accurate or, with respect to any such financial information, if required by the Facility Agreement submitted with a Covenant Compliance Certificate in accordance with the requirements thereof. In respect of three year business plan to be provided in relation to the Group, WWIC shall meet with the Off Shore Facility Agent in accordance with the requirements of clause 21.6.2 (Business Plan Review) of the Facility Agreement. 3.1.3 Licence: 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. 3.1.4 Disposals and reorganisation: not, without the prior written consent of the Majority Banks: (a) dispose of any of its legal or economic interests in any company or agree to permit any Subsidiary to dispose of any part of its business or the whole or any part of its business; or (b) undertake any reconstruction or reorganisation of its business or investments (other than investments that do not relate to the business of WWIC); PROVIDED THAT it or its Subsidiaries may without the prior written consent of the Majority Banks: (i) dispose of companies in which it holds less than a 50% legal or economic ownership interest PROVIDED THAT such disposal is on an arms length basis on commercial terms; and/or (ii) dispose of its immaterial physical assets, on an arms length basis, in the ordinary course of business. 3.1.5 Indebtedness: not, without the prior consent of the Majority Banks, incur or permit any Subsidiary to incur any Long Term Indebtedness to any person (other than Western Wireless -13- International Holding Corporation or any other Group member) (contingent or otherwise) which at any time exceeds an amount, on a consolidated basis, of Euro 400,000,000.00. For purposes of determining compliance with this Clause, indebtedness denominated in any currency other than Euros shall be converted: (i) first, into US Dollars on the same basis such amounts are converted into US Dollars for the purposes of preparing the Group's most recent consolidated audited financial statements; and (ii) thereafter, from US Dollars into Euros using the reciprocal exchange rate applicable in paragraph (i) above. Notwithstanding anything contained herein to the contrary, the maximum amount of indebtedness pursuant to this Clause that may be incurred shall not be deemed to be exceeded due solely to the result of fluctuations in the exchange rates of currencies on dates which are not dates on which Long Term Indebtedness is incurred. 3.1.6 Negative pledge: other than those arrangements disclosed in writing to the Off Shore Facility Agent prior to the Second Amendment Agreement Effective Date and any Permitted Group Encumbrances, not, without the prior written consent of the Majority Banks, and shall not permit any Subsidiary to: (a) create or permit to subsist any Security over any of its or the Group's assets; (b) sell, transfer or otherwise dispose of any of its or the Group's assets on terms whereby they are or may be leased to or re-acquired by the Borrower; (c) sell, transfer or otherwise dispose of any of its or the Group's receivables on recourse terms; or (d) enter into any other preferential arrangement having a similar effect to the arrangements set out in paragraphs (b) to (c) 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. 3.1.7 Loans and guarantees: not, without the prior written consent of the Majority Banks, and shall not permit any Subsidiary to make any loans, grant 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 in respect of the making of loans, granting of credit or giving of guarantees or indemnities to WWIC or any Subsidiary permitted under Clause 3.1.5 (Indebtedness) or Clause 3.1.6 (Negative pledge)), other than: -14- (a) loans to, guarantees or indemnities in respect of employees not to exceed Euro 2,500,000.00 or its equivalent, on a consolidated basis, at any given time; and (b) trade credit to unrelated parties in the ordinary course of business. 3.2 UNDERTAKINGS OF THE SPONSORS Notwithstanding the Sponsors' obligations under Clause 2 (Guarantee) and as a separate and independent obligation, each of the Sponsors, on a joint and several basis, undertakes to the Senior Creditors that up to and including the Discharge Date it shall: 3.2.1 Sponsor Contributions: make Sponsor Contributions to ensure that as of the first Utilisation Date the aggregate amount of Share Capital of the Borrower and Subordinated Loans made to the Borrower shall be not less than Euro 78,500,000. 3.2.2 Additional Sponsor Contributions: make Sponsor Contributions to ensure that the aggregate amount of Share Capital of the Borrower and Subordinated Loans (excluding for the avoidance of doubt any amounts in respect of fees payable under the Management Agreement subordinated pursuant to clause 23.3(d)(vii) or 23.3(e) of the Facility Agreement) made to the Borrower (i) as of 21 October 2002 shall be not less than Euro 81,500,000, and (ii) as of 8 January 2003 shall be not less than Euro 86,060,000. 3.2.3 Subordinated Management Fees: convert the Subordinated Management Fees provided for under clause 23.3(e)(ii)(1) (Application of moneys on the Proceeds and Revenue Accounts) of the Facility Agreement into Subordinated Loans. 3.2.4 Technical and managerial capacity and assistance: provide to the Borrower such technical and managerial assistance consistent with prudent industry practice to enable the Borrower to undertake technical design of the Network, implement and operate the Network and provide trained seconded staff in accordance with the assumptions in the Initial Business Plan (without amendment) at the times and in the numbers as set out therein. 3.2.5 Change in ownership: provide the Off Shore Facility Agent, as soon as available, with information of any change in its ownership or the ownership of the Borrower. 3.2.6 Funding: promptly inform the Off Shore Facility Agent if the Parent ceases or indicates its intention to cease to provide financial assistance to the Sponsors to enable the Sponsors to comply with their financial obligations under the Finance Documents. 3.2.7 Additional information: provide such information as the Off Shore Facility Agent may reasonably request from time to time. 3.3 ADDITIONAL FUNDING OBLIGATIONS Notwithstanding any other provision of this Agreement and without prejudice to the Secured Creditors rights hereunder: -15- (a) If at any time there is a Cash Shortfall the Sponsors shall forthwith, on a joint and several basis, make Equity Contributions to cure such Cash Shortfall. (b) If the balance standing to the credit of the Debt Service Reserve Account is less than the DSRA-Required Balance, each of the Sponsors, on a joint and several basis, shall forthwith make Sponsor Contributions to the Debt Service Reserve Account to ensure that the balance standing to the credit of the Debt Service Reserve Account is at least equal to the DSRA-Required Balance provided that from (and including) the Second Amendment Effective Date such contributions shall only be made by way of Equity Contributions. (c) If, at anytime, Debt Service Payments then due and payable cannot be made in full by the Borrower in accordance with the Facility Agreement, the Sponsors shall forthwith, on a joint and several basis, make Equity Contributions to enable such payments to be made by the Borrower. 3.4 UNDERTAKINGS OF THE SPONSORS AND THE SHAREHOLDERS Each of the Sponsors and the Shareholders, on a joint and several basis, undertakes to the Senior Creditors that up to and including the Discharge Date, it shall: 3.4.1 Transfers: not dispose of any of its Shares unless it has first satisfied the Transfer Conditions; 3.4.2 Shareholding of Borrower: not hold, in aggregate, 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); 3.4.3 Shareholding in competitors: not hold, in aggregate, more than 20% of the shares and/or not more than 20% of the controlling rights in any other Slovenian GSM telecommunications operator operating in the digital cellular 1800 network directly or indirectly; 3.4.4 Distributions: not permit any distribution by way of declared or constructive dividend payments or other payment from the Borrower, if such payment would constitute a breach by the Borrower of any of its obligations under the Facility Agreement; 3.4.5 Authorisations: assist the Borrower in obtaining the necessary Authorisations required to perform the Project; 3.4.6 Winding-Up of Borrower: not sue or commence proceedings against the Borrower or seek a resolution or order for the voluntary winding-up or dissolution of the Borrower and in any dissolution or winding up of the Borrower it shall not claim or sue for any payment in respect of its Shares, Sponsors Unsecured Loans or Subordinated Loans unless all amounts payable under the Finance Documents have been indefeasibly paid in full; -16- 3.4.7 Reduction of Share Capital: not approve the reduction or redemption of or permit the Borrower to reduce or redeem its Share Capital; 3.4.8 Performance of obligations: perform its obligations under the Management Agreement and, in all material respects, any other Material Contract to which it is a party and shall not: (a) assign or transfer any of its rights or obligations thereunder; (b) except as permitted by the terms of the Facility Agreement, make or agree to any material amendment, modification or variation to, or make or agree to any suspension, early termination or cancellation of, any of the Management Agreement and any other Material Contract to which it is a party or make or agree to any material amendment, modification or variation to the organisational documents of the Borrower in any manner which is inconsistent with the provisions of any of the Finance Documents; or (c) waive or grant any indulgence with respect to any material right under any of the Material Contracts to which it is a party; 3.4.9 Voting rights: not exercise its voting rights in a manner that would permit the Borrower to violate its obligations under the Finance Documents; 3.4.10 No encumbrances or disposals: not dispose of any of its rights under any Transaction Document to which it is a party and shall not grant any option with respect to, or create, incur, assume or suffer to exist any encumbrance over, any of its Shares or Subordinated Loans in the Borrower or any Transaction Document to which it is a party other than in each case encumbrances created under the Security Documents or encumbrances arising by operation of law which are being contested in good faith or for which appropriate reserves therefor have been made; 3.4.11 Abandonment: in its capacity as a Shareholder, not exercise its voting rights in the Borrower to cause or allow the Project to be abandoned or discontinued; 3.4.12 Repayment of Borrower payments: promptly repay to the Borrower any sum received by it (including by way of set-off) from the Borrower (in its respective capacity as Shareholder or as lender of the Sponsors' Unsecured Loans and Subordinated Loans), where the payment of such sum by the Borrower breaches its undertakings under the Facility Agreement or, in the case of a payment under the Sponsors Unsecured Loans or Subordinated Loans, if such payment was not due; 3.4.13 Amendments to documents: not agree to any amendment, variation or waiver of or in relation to the Sponsors Unsecured Loan Agreement or any other Finance Document to which it is a party which in the case of such other Finance Documents would materially adversely affect the rights of the Banks under such Finance Document; -17- 3.4.14 Maintain existence: preserve and maintain its corporate existence and corporate rights and obtain and maintain in full force and effect all necessary authorisations applicable to it in connection with any Material Contracts to which it is a party as and when such necessary authorisations are required to be obtained in accordance with applicable law; 3.4.15 Notification of Off Shore Facility Agent: promptly inform the Off Shore Facility Agent of any notice of termination, suspension or force majeure or any other material notice served or received by it in respect of any Transaction Document to which it is a party; 3.4.16 Mergers: shall not permit the Borrower to merge or consolidate with any other person, enter into any demerger transaction, or participate in any other type of corporate reconstruction; 3.4.17 Competition: shall not participate in any way whether in conjunction with any third party or any Affiliate in any telecommunication system (other than through the Borrower's exploitation of the Network) which provides services in Slovenia except as provided and in accordance with the terms and conditions set out in clause 24.33 (UMTS and other licences) of the Facility Agreement; 3.4.18 General assistance: when requested by the Off Shore Security Agent, execute, acknowledge or deliver or cause to be executed, acknowledged or delivered such documents that are necessary in order to maintain in full force and effect the Sponsors' and Shareholders' Obligations; 3.4.19 Transfer of Subordinated Debt: not (save as expressly permitted in the Finance Documents): (a) assign, transfer or dispose of, or create or permit to subsist any Security over, any of the Subordinated Debt owing to it or its proceeds or any interest in that Subordinated Debt or its proceeds, or any security therefor, to or in favour of any person; (b) subordinate any of the Subordinated Debt owing to it or its proceeds to any sums owing by the Borrower to any person other than the Senior Creditors; or (c) transfer by novation or otherwise any of its rights or obligations under any Subordinated Debt Document to any person, unless: (i) that person agrees with the parties hereto that it is bound by all the provisions of this Agreement and (if applicable) the relevant Subordinated Debt Document as a Sponsor or as a Shareholder (as applicable) in a manner satisfactory to the Off Shore Facility Agent; (ii) in the case of Subordinated Debt that person creates a new Security over such Subordinated Debt and/or has taken the assignment, transfer or disposal subject to any existing security over such Subordinated Debt created pursuant to the -18- Security Documents (in either case) in form and substance satisfactory to the Majority Banks; (iii) the Off Shore Facility Agent has received any relevant legal opinions in form and substance satisfactory to it; and (iv) that person satisfies the Transferee Criteria; and 3.4.20 Confirmation of contributions: upon payment of any Subordinated Debt or Equity Contributions by a Shareholder or a Sponsor, promptly provide to the Off Shore Facility Agent a certificate duly executed by a director of the Borrower and a director of the Shareholder and/or Sponsor (as the case may be) confirming that the Subordinated Debt or Equity Contribution has been paid and received by the Borrower together with a true copy of bank statements of the Borrower evidencing such payment and any documents required by law to be given or issued in respect of such payment. 4. REPRESENTATIONS AND WARRANTIES 4.1 INDIVIDUAL SPONSOR AND SHAREHOLDER REPRESENTATIONS AND WARRANTIES Each Sponsor and Shareholder, for itself, makes the following representations and warranties on the date of this Agreement which (other than those in Clause 4.1.8 (Information), Clause 4.1.13 (Share Capital) and Clause 4.1.16 (Information Memorandum, Initial Business Plan and Legal Due Diligence Report)) shall be repeated on each Utilisation Date and Repayment Date under the Facility Agreement and each payment date hereunder: 4.1.1 Corporate existence and due authorisation: it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and it has the power to enter into and perform, and has taken all necessary action to authorise its entry into, performance and delivery of, the Material Contracts to which it is a party and the transactions contemplated thereby, and each Material Contract to which it is a party constitutes (or will once executed) its legal, valid and binding obligation enforceable in accordance with its terms; 4.1.2 Authorisations: all necessary Authorisations required in connection with the entry into, performance, validity and enforceability of the Transaction Documents to which it is a party and the transactions contemplated thereby have been obtained or effected and are in full force and effect except Authorisations the failure of which to obtain would not have a Material Adverse Effect and Authorisations which are not required to be obtained by it until a future date and it is not aware of any reason why such necessary Authorisations required after the date hereof shall not be obtained and maintained. It is also in compliance in all material respects with the terms of the Authorisations referred to in this Clause 4.1.2; 4.1.3 Tax: under the applicable laws in force at the date hereof in the jurisdiction of its incorporation and the laws in force in the jurisdiction from which any amount is payable by it all amounts payable by it under this Agreement can be made free and clear of and without deduction or -19- withholding for or on account of any tax, and no stamp or registration duty or similar taxes or charges are payable in its jurisdiction of incorporation in respect thereof; 4.1.4 Legality: it has undertaken all acts, conditions and things required to be done, fulfilled and performed in order: (a) to enable it lawfully to enter into and perform and comply with its obligations under this Agreement; and (b) to make this Agreement admissible in a court of law; 4.1.5 No conflict: the entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not: (a) conflict with any applicable law or regulation or judicial or official order; (b) conflict with its constitutive documents; or (c) to the best of its knowledge having made reasonable enquiry, conflict with any document which is binding upon it or upon any of its assets; 4.1.6 Pari passu: under the applicable laws of its jurisdiction, any claim of the Senior Creditors under the Finance Documents against it will rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, save for those claims which are preferred by any bankruptcy, insolvency, liquidation, tax or other similar laws of general application; 4.1.7 Applicable law: it is in compliance in all material respects with: (a) all applicable laws; and (b) its obligations under each Material Contract to which it is a party; 4.1.8 Information: all of the information it supplied to the Senior Creditors and to the Independent Technical Consultant is true, complete and accurate in all material respects as at the date such information was supplied and it has not knowingly failed to disclose to the Senior Creditors or to the Independent Technical Consultant any facts or circumstances the omission of which would render any such information misleading in any material aspects; 4.1.9 Litigation: no litigation, arbitration, administrative proceeding or claim relating to it before any court, tribunal, arbitrator or other relevant authority is presently in progress, pending or, to the best of its knowledge, threatened against it and which, if resolved adversely to it could reasonably be expected to have a Material Adverse Effect; 4.1.10 Winding-up: it has not taken any corporate action nor have (to the best of its knowledge) any other steps been taken or legal proceedings been started against it for its winding-up, dissolution, -20- arrangement or reorganisation or for the appointment of a receiver, manager, receiver-manager, trustee or similar officer of it or any or all of its assets or revenues; 4.1.11 Financial statements: its most recent audited financial statements: (a) were prepared in accordance with US GAAP consistently applied (unless expressly disclosed to the Off Shore Facility Agent in writing to the contrary before the date of this Agreement); (b) disclose all material liabilities (contingent or otherwise) and all unrealised or anticipated losses required to be disclosed by US GAAP as at the end of and during the relevant financial period (unless expressly disclosed to the Off Shore Facility Agent in writing to the contrary before the date of this Agreement); and (c) give a true and fair view of its financial condition and operations as at the end of and during the relevant financial period. Its financial year end and the financial year end of the Shareholder is 31 December; 4.1.12 No material adverse change: since the date as at which the latest audited consolidated financial statements were stated to be prepared there has been no material adverse change in its business or financial condition; 4.1.13 Share Capital: as of the date hereof WWIC is the direct or indirect owner of 100 per cent of the registered Share Capital and no other Shares are currently in issue or proposed to be issued; 4.1.14 Encumbrances: there is no encumbrance and there is no agreement, arrangement or obligation to create or give an encumbrance, in relation to any of the issued or unissued Shares other than encumbrances constituted by the Security Documents or encumbrances arising by operation of law that are being contested in good faith or for which appropriate reserves therefor have been made; 4.1.15 Additional arrangements: there is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (condition or not) to require the issue, transfer, redemption or repayment of a Share (including, without limitation, an option or right of pre-emption or conversion); and 4.1.16 Information Memorandum, Initial Business Plan and Legal Due Diligence Report: as at 30 April 2002 the information contained in the Information Memorandum, the Initial Business Plan and the Legal Due Diligence Report does not contain any information, data, assumption, statement of fact or circumstance which is untrue, or in the case of any assumption not considered reasonable, in a material respect or omit to state any information, data, assumption, fact or circumstance the omission of which could reasonably be expected to have a Material Adverse Effect. -21- 4.2 RELIANCE The Sponsors and Shareholders acknowledge that they make the representations in Clause 4.1 (Individual Sponsor and Shareholder representations and warranties) with the intention of inducing the Senior Creditors to enter into this Agreement and the Facility Agreement or, as the case may be, the Hedging Agreements and that the Senior Creditors enter into this Agreement and the Facility Agreement, the Lucent Loan Agreement or, as the case may be, the Hedging Agreements on the basis of, and in full reliance on, each of such representations. 4.3 NO PREJUDICE Each Senior Creditor's rights and remedies in relation to any misrepresentation or breach of warranty on the part of any of the Sponsors and/or Shareholders are not prejudiced: 4.3.1 by any investigation by or on behalf of any Senior Creditor into the affairs of any of the Sponsors and/or Shareholders; 4.3.2 by the execution or the performance of this Agreement; or 4.3.3 by any other act or thing which may be done by or on behalf of any Senior Creditor in connection with this Agreement and which might, apart from this Clause 4.3, prejudice such rights or remedies. 5. UNDERTAKINGS IN RELATION TO SUBORDINATED DEBT 5.1 UNDERTAKINGS BY THE SHAREHOLDERS AND SPONSORS Until the Discharge Date, except: (a) as the Majority Banks have previously consented in writing; or (b) in the case of paragraph (i) below only, to the extent that the amount concerned is permitted to be paid pursuant to Clause 6.1 (Permitted payments), no Sponsor or Shareholder shall: (i) demand or receive payment, prepayment or repayment of, or any distribution in respect of or on account of, any Subordinated Debt in cash or in kind or apply any money or property in discharge of any Subordinated Debt and acknowledges that, until the Discharge Date, no such Subordinated Debt is or shall become due and payable; (ii) sell, transfer or otherwise dispose of any Subordinated Debt other than in accordance with Clause 18.2 (Assignments and transfers by the Sponsors and Shareholders); (iii) discharge or seek to discharge any Subordinated Debt by set-off or any right of combination of accounts; -22- (iv) claim or rank as a creditor in the insolvency, winding up, bankruptcy or liquidation of the Borrower other than in accordance with the provisions of Clause 7 (Subordination on insolvency); (v) permit to subsist or receive any Security or any guarantee or other assurance against financial loss for, or in respect of, any Subordinated Debt; (vi) amend, vary, waive or release any Subordinated Debt or the Subordinated Debt Documents; or (vii) take or omit any action whereby the ranking and/or subordination arrangements provided for herein may be impaired and if any such action is taken or omitted to be taken then the Sponsors shall remedy the same within ten (10) days. 5.2 UNDERTAKINGS BY THE BORROWER Until the Discharge Date, except: (a) as permitted by Majority Banks; or (b) in the case of paragraphs (i) and (ii) below, to the extent that the amount concerned is permitted to be paid by Clause 6.1 (Permitted payments), the Borrower shall not: (i) pay, prepay or repay, or make any distribution in respect of or on account of, or purchase or acquire, any Subordinated Debt in cash or in kind and acknowledges that, until the Discharge Date, no such Subordinated Debt is or shall become due and payable; (ii) give or permit to subsist any financial or other support (including, without limitation, the taking of any participation, the giving of any guarantee or indemnity or the making of any deposit) to any person in connection with any Subordinated Debt or to enable any person to do any of the things referred to in paragraph (i) above; (iii) discharge any Subordinated Debt by set-off or any right of combination of accounts; (iv) create or permit to subsist any Security over any of its assets for any Subordinated Debt; (v) amend, vary, waive, release or supplement any term of any Subordinated Debt Document; or -23- (vi) take or omit any action whereby the ranking and/or subordination arrangements provided for herein may be impaired and if any such action is taken or omitted to be taken then the Sponsors shall remedy the same within ten (10) days. 6. PERMITTED PAYMENTS 6.1 PERMITTED PAYMENTS Subject to Clause 6.2 (Suspension of permitted payments) and Clause 6.3 (Turnover), the Borrower may pay or repay in cash, and any Sponsor or Shareholder may receive and retain payment or repayment in cash of, principal and/or interest on the Subordinated Debt where (but only to the extent (if at all) that) such payment or repayment is expressly permitted, subject to the terms of this Agreement, by the Facility Agreement. 6.2 SUSPENSION OF PERMITTED PAYMENTS Subject to Clause 7 (Subordination on Insolvency) and without prejudice to any prohibition on payment arising out of any other provision of the Finance Documents, until the Discharge Date, except as previously consented to by the Majority Banks in writing, the Borrower may not make any payment which would be prohibited by Clause 5.1 (Undertakings by the Shareholders and Sponsors) and/or 5.2 (Undertakings by the Borrower) but for the provisions of Clause 6.1 (Permitted Payments) if and so long as there is either a Potential Event of Default, an Event of Default or any default under any material provision of a Hedging Agreement. 6.3 TURNOVER If at any time prior to the Discharge Date: (a) any Sponsor or Shareholder receives or recovers a payment or distribution in cash or in kind of, or on account of, any of the Subordinated Debt or the Borrower makes any payment or distribution in cash or in kind on account of the purchase or other acquisition of any of the Subordinated Debt which (in any case) is prohibited by Clause 5.1 (Undertakings by the Shareholders and Sponsors) and/or Clause 5.2 (Undertakings by the Borrower) and not permitted by Clause 6.1 (Permitted payments); (b) any of the Subordinated Debt is discharged by set-off, combination of accounts or otherwise; or (c) a Shareholder or Sponsor receives any other amount in respect of monies which have been paid or which have become payable by a Shareholder or a Sponsor under this Agreement, the receiving Sponsor or Shareholder will forthwith pay to the Off Shore Facility Agent for application towards the Borrower's Obligations and shall hold the same on trust for such Agent pending such payment an amount equal to the lesser of: -24- (1) the outstanding aggregate unrecovered balance of the Borrower's Obligations; and (2) the amount of such payment, distribution, benefits of the set-off or combination or other recovery. 7. SUBORDINATION ON INSOLVENCY 7.1 INSOLVENCY EVENTS If: (a) any resolution is passed or order made for the winding up, liquidation, dissolution, administration, reorganisation or moratorium of the Borrower; (b) the Borrower becomes subject to any insolvency, bankruptcy, reorganisation, receivership (whether relating to all or part of its assets and whether or not resulting from the enforcement of any of the Security Documents), liquidation, dissolution or moratorium or other similar proceeding, voluntary or involuntary (and whether or not involving insolvency); (c) the Borrower assigns its assets for the benefit of its creditors or enters into any arrangement with its creditors generally or any arrangement whereby its affairs and/or assets are submitted to the control of or protected from its creditors is ordered or declared; (d) the Borrower becomes subject to any distribution of its assets, or has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like appointed with respect to any of its assets (whether or not resulting from the enforcement of any of the Security Documents); or (e) anything analogous to any of the foregoing shall occur in relation to the Borrower in any country or territory in which it is incorporated or carries on any business, (together the "INSOLVENCY EVENTS") the provisions of Clauses 7.2 (Subordination), 7.3 (Filing of claims), 7.4 (Distributions) and 9 (Voting) shall apply. 7.2 SUBORDINATION In any of the circumstances mentioned in Clause 7.1 (Insolvency events) the Subordinated Debt will be subordinate in right of payment to the Borrower's Obligations. -25- 7.3 FILING OF CLAIMS In any of the circumstances mentioned in Clause 7.1 (Insolvency events), until the Discharge Date: (a) the Off Shore Facility Agent (or, if not the Off Shore Facility Agent, each Senior Creditor) may, and is irrevocably authorised on behalf of each Sponsor and each Shareholder to: (i) claim, enforce and prove for any Subordinated Debt owed by the Borrower; (ii) file claims and proofs, give receipts and take all such proceedings and do all such things as the Off Shore Facility Agent or the Senior Creditors may reasonably consider appropriate to recover such Subordinated Debt; and (iii) receive all distributions on such Subordinated Debt for application in accordance with the Intercreditor Agreement; and (b) if and to the extent that the Off Shore Facility Agent or a Senior Creditor is not entitled to claim, enforce, prove, file claims or proofs, or take proceedings for the recovery of any Subordinated Debt owed by the Borrower or elects not to do so, the Sponsors and Shareholders will do so in good time as requested by the Off Shore Facility Agent acting in accordance with the instructions of the Majority Banks (acting reasonably). 7.4 DISTRIBUTIONS In any of the circumstances mentioned in Clause 7.1 (Insolvency events), until the Discharge Date: (a) each Sponsor and each Shareholder, upon demand, shall pay an amount equal to all distributions in cash or in kind received by or by any agent for such Sponsor or Shareholder in respect of the Subordinated Debt in consequence of such circumstances to the Off Shore Facility Agent for application in accordance with the Intercreditor Agreement; and (b) the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the Borrower or their proceeds shall be directed to pay distributions on the Subordinated Debt concerned direct to the Off Shore Facility Agent on behalf of the Senior Creditors for application in accordance with the Intercreditor Agreement. Each Sponsor and each Shareholder will give all such notices and do all such things as the Off Shore Facility Agent may reasonably request to give effect to the provisions of this Clause 7 (Subordination on insolvency). -26- 8. ENFORCEMENT BY THE SPONSORS Until the Discharge Date, unless the Majority Banks have previously consented in writing, no Sponsor or Shareholder shall: (a) accelerate any of the Subordinated Debt or otherwise declare any of the Subordinated Debt prematurely payable; (b) enforce the Subordinated Debt by litigation, attachment, set-off, execution or otherwise; or (c) petition for (or vote in favour of any resolution for) or initiate or support or take any steps with a view to any insolvency, liquidation, reorganisation, administration or dissolution proceedings or any voluntary arrangement or assignment for the benefit of creditors or any similar proceedings involving the Borrower, whether by petition, convening a meeting, voting for a resolution or otherwise. 9. VOTING In any of the circumstances mentioned in Clause 7.1 (Insolvency events), until the Discharge Date: (a) the Off Shore Facility Agent acting on the instructions of the Majority Banks may (and is hereby irrevocably authorised to) exercise all powers of convening meetings, voting and representation in respect of the Subordinated Debt and each Sponsor and each Shareholder will provide all forms of proxy and of representation requested by the Off Shore Facility Agent for that purpose; and (b) if and to the extent that the Off Shore Facility Agent is not entitled to or does not wish itself to exercise a power conferred by paragraph (a) above, each Sponsor and each Shareholder shall: (i) exercise such power as the Off Shore Facility Agent acting in accordance with the instructions of the Majority Banks directs; and (ii) not exercise any power so as to impair the subordination effected by this Agreement. 10. FUNDING OF SPONSOR CONTRIBUTIONS AND NATURE OF OBLIGATIONS 10.1 SPONSOR CONTRIBUTIONS All Sponsor Contributions shall be made as Equity Contributions at all times after the Second Amendment Agreement Effective Date and prior to such date may also be made as Subordinated Loans. Unless otherwise set out herein, the proceeds of all Sponsor Contributions shall be credited to a Proceeds and Revenue Account. The proceeds of any Sponsor Unsecured Loans -27- shall be paid into the Loan Proceeds Account and applied in accordance with the Facility Agreement. Prior to making such Sponsor Contributions, each Sponsor shall inform the Off Shore Facility Agent in writing as to whether such payment is an Equity Contribution or a Subordinated Loan. 10.2 CONTINUING OBLIGATIONS The obligations of each Sponsor and Shareholder under this Agreement: 10.2.1 shall be in addition to and independent of every assurance, guarantee or security which any Senior Creditor may at any time hold for any of the obligations of the Borrower under the Finance Documents and such collateral or other security held by such Senior Creditor, the Off Shore Security Agent or the On Shore Security Agent or the liability of any person for all or any part of the Borrower's Obligations shall not be in any manner prejudiced or affected by this Agreement; 10.2.2 shall remain in full force and effect as a continuing security until the indefeasible payment in full of all amounts payable under the Finance Documents; 10.2.3 shall inure to the benefit of, and be enforced by, the Off Shore Security Agent and its successors, transferees and assigns; 10.2.4 shall be binding on each Sponsor and its successors and assigns; and 10.2.5 shall survive termination of any Transaction Document until the Discharge Date. 10.3 NO DEMAND Except as provided herein to the contrary the Sponsors' and Shareholders' Obligations are not subject to any prior notice to, demand upon or action against the Borrower or to any prior notice to the Sponsors and/or Shareholders with regard to any default by the Borrower. 10.4 PAYMENTS 10.4.1 All payments which the Sponsors and/or Shareholders are required to make under this Agreement shall be without any set-off, counterclaim or condition. 10.4.2 A certificate of any Senior Creditor or the Off Shore Security Agent stating: (a) the amount of the Borrower's Obligations due and payable; (b) any amount due and payable by the Sponsors and/or Shareholders under this Agreement; or (c) the amount of the Borrower's Obligations, whether currently due and payable or not, shall be conclusive in the absence of manifest error. -28- 10.4.3 If for any reason, a trust in favour of, or a holding of property for, the Senior Creditors by a Shareholder or Sponsor under or pursuant to this Agreement is invalid or unenforceable, the Shareholder or Sponsor in question will, on the Off Shore Security Agent's demand, pay and deliver to the Off Shore Security Agent an amount equal to the payment, receipt or recovery in cash (or its value, if in kind) which it would otherwise have been bound to hold on trust for, or as property of, the Senior Creditors. 10.5 APPROPRIATION 10.5.1 Subject to the terms of the Finance Documents, each Senior Creditor may apply any amounts received by it hereunder in such manner as it determines in its absolute discretion. 10.5.2 If the Sponsors and/or Shareholders at any time pay to any Senior Creditor (or the Off Shore Security Agent) an amount less than the full amount then due and payable to such Senior Creditor by the Borrower under the relevant Finance Document, such Senior Creditor may allocate and apply such payment in any way or manner and for such purpose or purposes as such Senior Creditor or the Off Shore Security Agent in its sole discretion determines, notwithstanding any instruction that the Sponsors and/or Shareholders might give to the contrary. 10.5.3 Without prejudice to any part of this Clause 10.5, until the Discharge Date, each Senior Creditor (or any trustee, agent or other person acting on its behalf) may: (a) refrain from applying or enforcing any other monies, security or rights held or received by such Senior Creditor (or such trustee, agent or other person) in respect of the Borrower's Obligations, or apply and enforce the same in such manner and order as it sees fit (whether against the Borrower's Obligations or otherwise) and the Sponsors and/or Shareholders shall not be entitled to the benefit of the same; and (b) hold and keep for such time as it thinks prudent any monies received, recovered or realised under this Agreement, to the credit either of the Sponsors and/or Shareholders or such other person or persons as it thinks fit or in a suspense account for distribution in accordance with the Finance Documents. 10.6 SURVIVAL OF OBLIGATIONS AND WAIVER OF DEFENCES Except as expressly provided herein, the Sponsors' and Shareholders' Obligations are irrevocable and unconditional irrespective of, and shall not be discharged, affected or impaired by any act, omission, circumstance (other than the occurrence of the Discharge Date), matter or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Agreement or which might otherwise constitute discharge or defence of a surety or a guarantor, including (whether or not known to the Borrower, Sponsors, Shareholders or any Senior Creditor): 10.6.1 the legality, validity or enforceability of the Borrower's Obligations, the Finance Documents or of any security under the Finance Documents, or any other document or security; -29- 10.6.2 the waiver of or consent by any of the Senior Creditors of any provision contained in this Agreement or the other Finance Documents; 10.6.3 the obtaining by any of the Senior Creditors of any judgement against the Borrower or any action to enforce such judgement or any other circumstance which might constitute a discharge or defence of the Sponsors and/or Shareholders; 10.6.4 the avoidability or unenforceability of this Agreement as regards any other Sponsor or Shareholder; 10.6.5 any assertion of, or failure to assert, or delay in asserting, any right, power or remedy against the Borrower or any other person, or in respect of any security for the Borrower's Obligations; 10.6.6 any amendment, variation, change, acceleration, renewal, modification, waiver, surrender, compromise, settlement, release, termination or replacement of the provisions of any Finance Document or of any other agreement or security between any Senior Creditor and the Borrower or between any Senior Creditor and any other party in relation to the Borrower's Obligations; 10.6.7 any extension of time, forbearance or concession given to the Borrower or any other party, or any increase, decrease, change in the manner, time or place of payment or calculation or other alteration of the Borrower's Obligations or any part thereof; 10.6.8 any taking, holding, reviewing, exchanging, varying, releasing, waiving or omitting to take, perfect or enforce any rights, remedies or securities against or granted by the Borrower or any other person or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any security; 10.6.9 any failure of the Borrower, the Sponsors or the Shareholders to comply with any requirement of any law, regulation or order; 10.6.10 the dissolution, liquidation, winding-up, amalgamation, merger, reorganisation or other alteration of the legal status or structure of the Borrower, any of the Sponsors or Shareholders or any other person the filing of any petition for the foregoing or the making of an assignment for the benefit of creditors or the appointment of a receiver or trustee to all or any significant part of the Borrower's, a Sponsor's or a Shareholder's assets; 10.6.11 any purported or actual assignment of all or part of the Borrower's Obligations by any Senior Creditor to any other party; 10.6.12 any sale, exchange, release, surrender, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Borrower's Obligations, and/or any offset thereagainst, or failure to perfect, or continue the perfection of, any Security in any such property, or delay in the perfection of any such Security, or any amendment or waiver of or consent to departure from any other guaranty for all or any of the Borrower's Obligations; -30- 10.6.13 any exercise or failure to exercise any rights against the Borrower or others (including the Sponsors and the Shareholders); 10.6.14 any settlement or compromise of any of the Borrower's Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any of the Borrower's Obligations (whether due or not) of the Borrower to creditors of the Borrower other than the Sponsors and the Shareholders; 10.6.15 any manner of application of collateral, or proceeds thereof, to all or any of the Borrower's Obligations, or any manner of sale or other disposition of any collateral for all or any of the Borrower's Obligations or any other assets of the Borrower or any of its subsidiaries; or 10.6.16 any other circumstance howsoever caused or arising and whether or not similar to any of the foregoing (other than payment in full of the Borrower's Obligations by the Borrower or the Sponsors in accordance with the relevant Finance Documents or this Agreement, as the case may be) which might otherwise constitute a discharge or defence of a surety or a guarantor in whole or in part. 10.7 RIGHTS OF THE SENIOR CREDITORS The Senior Creditors may in accordance with the terms of the relevant Finance Document: 10.7.1 change, alter, renew, continue, extend and/or accelerate the time of payment of, all or any amounts outstanding under the relevant Finance Documents, or any part or parts thereof or renewal or renewals thereof; 10.7.2 amend, waive or replace any part of any Finance Document; and 10.7.3 settle or compromise any or all of the indebtedness owed by the Borrower under the Finance Documents or subordinate the payment of such indebtedness or any part thereof to the payment of any other debts or claims which may at any time be due or owing by the Borrower to the Senior Creditors; all in such manner and upon such terms as the Senior Creditors may see fit or be directed in writing and without notice to or consent from any of the Sponsors and/or Shareholders, who hereby agree to be and remain bound by this Agreement, irrespective of the effect upon the existence or status of the Borrower's Obligations. -31- 10.8 REINSTATEMENT If any payment by the Borrower, a Shareholder or a Sponsor or any discharge given by a Senior Creditor (whether in respect of the obligations of the Borrower, a Shareholder or a Sponsor or any security for any of those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of the Borrower, that Shareholder or Sponsor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Senior Creditor shall be entitled to recover the value or amount of that security or payment from the Borrower, that Shareholder or Sponsor, as the case may be, as if the payment, discharge, avoidance or reduction had not occurred. 11. NO SUBROGATION 11.1 If any amounts have become payable or have been paid by a Shareholder or a Sponsor under this Agreement or if the Borrower's Obligations are wholly or partially paid out of any proceeds received in respect of or on account of any Subordinated Debt owing to any Sponsor or Shareholder, no Sponsor or Shareholder shall, in respect of such monies, seek to enforce repayment, obtain the benefit of any security or exercise any other rights or legal remedies of any kind (including, without limitation, voting or exercising remedies as a lender) which may accrue to the Sponsor or Shareholder against the Borrower by virtue of this Agreement, whether by way of subrogation, offset, counterclaim or otherwise, in respect of the amount so payable or so paid, except after satisfaction in full of all of the Borrower's Obligations and the expiration of any and all applicable preference periods during which the payments credited to the satisfaction of the Borrower's Obligations may be required to be returned to the payor thereof or such person's trustee, receiver or other representative. 11.2 The subordination provisions in this Agreement constitute a continuing subordination and benefit to the ultimate balance of the Borrower's Obligations regardless of any partial payment or discharge of the Borrower's Obligations or Subordinated Debt. 12. WAIVER 12.1 The Sponsors and Shareholders waive: 12.1.1 notice of any rescheduling of the Borrower's Obligations and of any change in the rate at which any of the Borrower's Obligations are accruing interest or fees; 12.1.2 promptness, diligence, nature of acceptance or any other notice with respect to this Agreement; 12.1.3 diligence, presentment and demand for payment of any of the Borrower's Obligations; 12.1.4 protest, notice of protest, notice of dishonour and notice of non-payment or default to the Shareholders and/or Sponsors or to any other person with respect to the Borrower's Obligations; -32- 12.1.5 filings of claims or proof of claims with a court in the event of any bankruptcy or insolvency proceedings as to which the Borrower is subject; 12.1.6 any right to require a proceeding or judgement first against the Borrower or any other persons or to require any Senior Creditor, the On Shore Security Agent or the Off Shore Security Agent to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Sponsors or Shareholders under this Agreement; 12.1.7 any defences available to a surety under law; and 12.1.8 all other legally waivable notices, defences and benefits (other than payment in full of the Borrower's Obligations by the Borrower or the Sponsors in accordance with the relevant Finance Documents or this Agreement, as the case may be) to which the Sponsors or Shareholders might otherwise be entitled. 13. CONSENTS 13.1 NEW TRANSACTIONS No Sponsor or Shareholder shall have any remedy against the Borrower or any of the Senior Creditors by reason of any transaction entered into between the Senior Creditors (or any of them) or the Agents or the Security Agents on their behalf and the Borrower relating to the Borrower's Obligations or otherwise which violates or is a default under any Subordinated Debt Document. No Sponsor or Shareholder may object to any such transaction by reason of any provisions of any Subordinated Debt Document. 13.2 OVERRIDE Any waiver or consent granted by an Agent, Security Agent or the Majority Banks under the Finance Documents will also be deemed to have been given by each Sponsor and Shareholder (each in its capacity as such) if and to the extent that any transaction or circumstances would, in the absence of such waiver or consent by any Sponsor or Shareholder, violate the terms of any Subordinated Loan or the terms of any Subordinated Debt Document or constitute a default thereunder. 14. CONFLICT Notwithstanding any other provision of any other Transaction Document, the Shareholders and Sponsors agree that the terms of this Agreement shall, without prejudice to the rights of the Senior Creditors under this or any other Transaction Document, prevail over the rights of the Shareholders and Sponsors under any other Transaction Document (excluding the Shareholders Pledge Agreement, the provisions of which shall prevail in case of any conflicts between the Shareholders Pledge Agreement and this Agreement). -33- 15. PRESERVATION OF SUBORDINATED DEBT Notwithstanding any term of this Agreement postponing, subordinating or preventing the payment of any of the Subordinated Debt, the Subordinated Debt concerned shall solely as between the Borrower and the Sponsor be treated as remaining due in accordance with the terms of the relevant Subordinated Debt Document for the purpose of accruing interest thereon (if applicable) pursuant to the relevant Subordinated Debt Document. No delay in exercising rights and remedies under any relevant Subordinated Debt Document by reason of any term of this Agreement postponing, restricting or preventing such exercise shall operate as a waiver of any of those rights and remedies. 16. TAXES 16.1 PAYMENT AND GROSS UP All payments by a Sponsor or Shareholder under this Agreement shall be made without any deduction or withholding on account of any taxes unless that Sponsor or Shareholder is required by law to make such deduction or withholding, in which case the Sponsor or Shareholder shall: 16.1.1 ensure that the deduction or withholding does not exceed the minimum amount legally required; and 16.1.2 forthwith pay such additional amounts so as to ensure that the amount received by the recipient will equal the full amount which would have been made. 16.2 RECEIPTS If Clause 16.1 (Payment and gross up) applies and the relevant recipient so requires, the Sponsor or Shareholder shall deliver to such recipient official tax receipts evidencing payment (or certified copies of thereof) within thirty (30) days of the date of payment or receipt of such tax receipts (whichever is later). 16.3 STAMP DUTIES ETC The Sponsors shall pay all stamp, recording or similar taxes payable in respect of the execution, delivery and enforcement of this Agreement promptly when due. 16.4 TAX INDEMNITY If any Senior Creditor is obliged to make any payment on account of taxes referred to in Clause 16.1 (Payment and gross up) or if any other additional tax burdens occur in connection with this Agreement the Sponsors on a joint and several basis shall indemnify such Senior Creditor from any payment on account of such taxes. 17. INDEMNITIES 17.1 CURRENCY INDEMNITY If any sum due from a Sponsor or a Shareholder under this Agreement or under any order or judgement given or made in relation hereto has to be converted from the currency (the "FIRST -34- CURRENCY") in which the same is payable under this Agreement or under such order or judgement into another currency (the "SECOND CURRENCY") for the purpose of: 17.1.1 making or filing a claim or proof against such Sponsor or Shareholder; or 17.1.2 obtaining an order of judgement given or made in relation hereto, the Sponsor or Shareholder shall on demand of the Off Shore Facility Agent pay to the Off Shore Facility Agent (or such person as the Off Shore Facility Agent may nominate) for account of each of the persons to whom such sum is owed an amount sufficient to indemnify such person from and against any loss suffered as a result of any discrepancy between: (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency; and (b) the rate of exchange at which such person may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgement, claim or proof. The obligations of each Sponsor and Shareholder under this Clause 17.1 are separate from its other obligations under this Agreement and shall survive the giving or making of any judgement or order in relation to all or any of such other obligations. 17.2 PRESERVATION AND ENFORCEMENT RIGHTS The Sponsors and Shareholders shall from time to time on demand of the Off Shore Facility Agent reimburse the Senior Creditors for all reasonable out of pocket costs and expenses (including legal fees) on a full indemnity basis together with any VAT thereon incurred by them in connection with the preservation and/or enforcement of any of the rights of the Senior Creditors under this Agreement. 18. SUCCESSORS, ASSIGNMENTS AND TRANSFERS 18.1 SUCCESSORS AND ASSIGNS This Agreement binds and benefits the respective successors and assigns of its parties. 18.2 ASSIGNMENTS AND TRANSFERS BY THE SPONSORS AND SHAREHOLDERS The Sponsors and Shareholders shall not without prior written approval by the Majority Banks assign or transfer all or any of their rights, benefits and obligations under this Agreement other than in accordance with the terms hereof. 18.3 ASSIGNMENTS AND TRANSFERS BY THE SENIOR CREDITORS Each of the Senior Creditors may at any time assign all its rights and benefits under this Agreement or transfer its rights and obligations under this Agreement in whole or in part to any other bank or financial institution in accordance with the Facility Agreement. -35- 19. POWER OF ATTORNEY 19.1 By way of security for the obligations of each Sponsor and Shareholder under this Agreement, each Sponsor and Shareholder irrevocably appoints each Senior Creditor as its attorney to do anything which that Sponsor or Shareholder (a) has authorised that Senior Creditor to do under this Agreement and (b) is required and legally able to do by this Agreement but has failed to do for a period of ten (10) Business Days after receiving notice from the Senior Creditor requiring it to do so. Each Senior Creditor may delegate this power. 19.2 Each Sponsor and Shareholder further agrees to execute or procure the execution of and deliver to the Off Shore Security Agent such other powers of attorney, assignments or other instruments as may be requested by the Off Shore Security Agent in order to enable it to enforce any and all claims of the Secured Creditors upon or with respect to the Subordinated Debt or any part thereof and to collect and receive any and all payments or distributions which may be payable or deliverable to the Off Shore Security Agent at any time upon or with respect to the Subordinated Debt or any part thereof. 20. REMEDIES AND WAIVERS, CUMULATIVE RIGHTS, PARTIAL INVALIDITY 20.1 REMEDIES AND WAIVER No failure to exercise, nor any delay in exercising, on the part of the Senior Creditors, any right or remedy under any Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. 20.2 OBLIGATIONS Notwithstanding anything to the contrary in this Agreement, in no event shall the obligations of the Sponsors and Shareholders under other Transaction Documents be deemed to limit the obligations of the Sponsors and Shareholders under this Agreement. 20.3 CUMULATIVE RIGHTS The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights and remedies provided in the Finance Documents or by law. 20.4 PARTIAL INVALIDITY Should any provision of this Agreement be invalid or unenforceable, in whole or in part, or should any provision later become invalid or unenforceable, this shall not affect the validity of the remaining provisions of this Agreement. In lieu of the invalid or unenforceable provision another reasonable provision shall apply, which as far as legally possible comes as close as possible to the intention of the contracting parties, or to what would have been their intention, in correspondence with the spirit and the purpose of this Agreement, had the Parties upon entering into this Agreement taken into consideration the invalidity or unenforceability of the respective provision. -36- 21. RIGHTS OF THE BORROWER (a) The Borrower shall not have any rights hereunder and none of the undertakings herein contained on the part of the Senior Creditors or the Sponsors are given (or shall be deemed to have been given) to, or for the benefit of, the Borrower. (b) The Borrower joins in this Agreement for the purpose of acknowledging the priorities, rights and obligations recorded in this Agreement and undertakes with each of the other parties hereto to observe the provisions of this Agreement at all times and not in any way to prejudice or affect the enforcement of such provisions or do or suffer anything which would be inconsistent with the terms of this Agreement. 22. OTHER INFORMATION The Borrower authorises the Sponsors and Shareholders, and the Sponsors and the Shareholders authorise each of the Agents, the Security Agents and the Senior Creditors to disclose to and amongst themselves all information relating to the Borrower and all other information coming into the possession of any of them in connection with any of the Finance Documents and the Subordinated Debt Documents. 23. UMTS REBATE Notwithstanding any provision of this Agreement, if, in accordance with Clause 24.33(b)(iv) (UMTS and other licences) of the Facility Agreement, the UMTS Subsidiary sells its UMTS license on a commercial arm's length terms basis then, unless an Event of Default has occurred and is continuing, the Borrower shall be entitled to remit to the Shareholders the proceeds of sale thereof. 24. OVERSEAS RANKING All of the parties hereto undertake to take all action which can reasonably be taken by them in order that the intentions of the parties (solely as expressed in this Agreement) as to the relative ranking of priorities as between the Borrower's Obligations and the Subordinated Debt shall be given effect to in all relevant jurisdictions. 25. NOTICES 25.1 COMMUNICATIONS IN WRITING Any communication, demand or notice to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter. 25.2 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 this Agreement is: -37- (a) in the 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 (b) in the case of the Borrower's process agent: CORPORATION SERVICE COMPANY Address: 1177 Avenue of the Americas 17th Floor New York, NY 10036-2721 USA Telephone: +1 212 299 9100 Fax: +1 212 299 9102 (c) in the case of the Off Shore Facility Agent and the Banks: IKB DEUTSCHE INDUSTRIEBANK AG Address: Wilhelm-Botzkes-Stra(ss)e 1 40474 Dusseldorf Germany Telephone: +49 211 8221 4887 or +49 211 8221 4193 Fax: +49 211 8221 2887 or +49 211 8221 2193 Attention of: Martina Messing or Dr. Peer Gunzel, Structured Finance Department -38- (d) in the case of the Sponsors and the Shareholders: WESTERN WIRELESS INTERNATIONAL CORPORATION Address: 3650 131st Avenue, S.E, Suite 400 Bellevue, Washington 98006 USA Telephone: +1 425 586 8700 Fax: +1 425 586 8777 Attention of: Scott Alderman or any substitute address, fax number or department or officer as the relevant party may notify to the Off Shore Facility Agent (or the Off Shore Facility Agent may notify to the other Parties, if a change is made by the Off Shore Facility Agent) by not less than five (5) Business Days' notice. 25.3 DELIVERY (a) Any communication or document made or delivered by one person to another under or in connection with this Agreement 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, and if a particular department or officer is specified as part of its address details provided under Clause 25.2 (Addresses), if addressed to that department or officer. (b) Any communication or document to be made or delivered to the Off Shore Facility Agent will be effective only when actually received by the Off Shore Facility Agent and then only if it is expressly marked for the attention of the department or officer identified with the Off Shore Facility Agent's signature below (or any substitute department or officer as the Off Shore Facility Agent shall specify for this purpose). (c) All notices from or to the Borrower shall be sent through the Off Shore Facility Agent. 25.4 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 25.2 (Addresses) or changing its own address or fax number, the Off Shore Facility Agent shall notify the other Parties. 25.5 ENGLISH LANGUAGE Any notice given under or in connection with this Agreement shall be in English. -39- 26. COUNTERPARTS This Agreement may be executed in any number of counterparts, all of which taken together constitute one and the same instrument. 27. AMENDMENTS Any amendment of any provision of this Agreement shall be in writing and signed by the Borrower, each of the Sponsors and Shareholders, and the Off Shore Security Agent (on behalf of the Majority Banks). 28. GOVERNING LAW This Agreement shall be construed in accordance with and governed by the law of the State of New York, without reference to principles of choice of law thereof (other than sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). 29. JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL 29.1 Each Shareholder, Sponsor and the Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to any Finance Document, or for recognition or enforcement of any judgement, and each Party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each Party agrees that a final judgement in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by law. Nothing in any Finance Document shall affect any right that any Senior Creditor may otherwise have to bring any action or proceeding relating to any Finance Document against any party thereto or its properties in the courts of any jurisdiction. 29.2 Each Shareholder, Sponsor and the Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Finance Document in any court referred to in Clause 29.1 (Jurisdiction; consent to service of process; waiver of jury trial). Each Party irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court. 29.3 EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY -40- HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS CLAUSE 29.3. 30. SERVICE OF PROCESS 30.1 Each Sponsor, Shareholder and the Borrower irrevocably appoints the parties (each such party, a "PROCESS AGENT") listed by its name in Schedule 4 (Process Agents) as its authorized agent on which any and all legal process may be served in any such action, suit or proceeding brought in the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court. 30.2 Each Sponsor, Shareholder and the Borrower agrees that service of process in respect of it upon its Process Agent, together with written notice of such service given to it in the manner provided in Clause 25 (Notices), shall be deemed to be effective service of process upon it in any such action, suit or proceeding. Each Sponsor, Shareholder and the Borrower agrees that the failure of its Process Agent to give notice to it of any such service shall not impair or affect the validity of such service or any judgement rendered in any such action, suit or proceeding based thereon. If for any reason a Process Agent shall cease to be available to act as such, the relevant Sponsor, Shareholder or the Borrower, as the case may be, agrees to irrevocably appoint another such agent in New York City, as its authorized agent for service of process, on the terms and for the purposes of this Clause 30. Nothing herein shall in any way be deemed to limit the ability of any Senior Creditor to serve any such legal process in any other manner permitted by applicable law or to obtain jurisdiction over any Sponsor, Shareholder or the Borrower or bring actions, suits or proceedings against such party in such other jurisdiction, and in such manner, as may be permitted by applicable law. 31. WAIVER OF IMMUNITY Each Shareholder, Sponsor and the Borrower waives generally any immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of: 31.1.1 the giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues; and 31.1.2 the issue of any process against its assets or revenues for the enforcement of a judgement or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues, -41- and agrees that in any Proceeding in the County of New York this waiver shall have the fullest scope permitted by the United States Sovereign Immunities Act 1976 and that this waiver is intended to be irrevocable for the purposes of such Act. 32. EXPENSES 32.1 The Sponsors shall on a joint and several basis, pay or reimburse each Senior Creditor (to the extent reimbursement has not already been made by the Borrower upon receipt of notice thereof) for all out of pocket expenses, including fees and expenses of its legal counsel and any value added Tax or similar Tax, incurred by the Senior Creditors in connection with the performance, enforcement or protection or attempted enforcement or protection of its rights under this Agreement. 33. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise between the Parties. -42- SCHEDULE 1 PROCESS AGENTS (A) The Borrower appoints as its Process Agent for Germany FIDEUROP TREUHANDGESELLSCHAFT FUR DEN GEMEINSAMEN MARKT MBH Address: Marie-Curie Stra(ss)e 30 60439 Frankfurt am Main, Germany Telephone: +49 69 95 870 Fax: +49 69 95 87 2584 Attention of: Dr. Klaus Zimmerman (B) The Borrower appoints as its Process Agent for the United States of America CORPORATION SERVICE COMPANY Address: 1177 Avenue of the Americas 17th Floor, New York, N.Y. 10036-2721, U.S.A. Telephone: +1 212 299 9100 Fax: +1 212 299 9102 (C) The Borrower appoints as its Process Agent for England and Wales LAW DEBENTURE CORPORATE SERVICES LIMITED Address: Fifth floor 100 Wood Street London, EC2V 7EX England Telephone: +44 20 7696 5242 Fax: +44 20 7696 5262 -43- SIGNATURE PAGE OF THE SECOND AMENDMENT AND RESTATEMENT OF THE SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE THE BORROWER WESTERN WIRELESS INTERNATIONAL D.O.O. By: By: Name: Name: Title: Title: Address: Brnciceva ulica 49, 1231 Ljubljana, Slovenia Telephone: +386 1 5801 200 Fax: +386 1 5801 011 Attention of: Steven Fast OFF SHORE SECURITY AGENT AND OFF SHORE FACILITY AGENT IKB DEUTSCHE INDUSTRIEBANK AG By: By: Name: Name: Title: Title: Address: Wilhelm-Botzkes-Stra(ss)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 Dr. Peer Gunzel, Structured Finance Department SIGNATURE PAGE OF THE SECOND AMENDMENT AND RESTATEMENT OF THE SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE THE SPONSORS WESTERN WIRELESS INTERNATIONAL CORPORATION By: By: Name: Name: Title: Title: Address: 3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006, USA Telephone: +1 425 586 8161 Fax: +1 425 586 8777 Attention of: Scott Alderman WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION By: By: Name: Name: Title: Title: Address: 3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006, USA Telephone: +1 425 586 8161 Fax: +1 425 586 8777 Attention of: Scott Alderman SIGNATURE PAGE OF THE SECOND AMENDMENT AND RESTATEMENT OF THE SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION By: By: Name: Name: Title: Title: Address: 3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006, USA Telephone: +1 425 586 8161 Fax: +1 425 586 8777 Attention of: Scott Alderman EX-12.1 5 v93911exv12w1.txt EXHIBIT 12.1 EXHIBIT 12.1 WESTERN WIRELESS CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in thousands)

NINE MONTHS ENDED SEPTEMBER YEAR ENDED DECEMBER 31, 30, ---------------------------------------------------------------- ---------- 1998 1999 2000 2001 2002 2003 ----------- ----------- --------- ---------- ---------- ---------- Income (loss) from continuing operations before provision for income taxes and cumulative change in accounting principle...... $ (13,359) $ (48,121) $ 65,406 $ (143,564) $ (92,050) $ 21,256 Adjust for: Minority interests in net loss of consolidated subsidiaries......... (479) (1,610) (2,058) (18,967) (8,408) (4,196) Equity in net (income) loss of unconsolidated affiliates, net of tax............................... 4,746 14,529 (658) 7,772 (4,219) (1,549) ----------- ----------- ---------- ---------- ---------- ---------- Income (loss) from continuing operations before provision for income taxes, cumulative change in accounting principle, minority interests in consolidated subsidiaries and income (loss) from equity investees........ (9,092) (35,202) 62,690 (154,759) (104,677) 15,511 Add: Fixed charges....................... 92,227 99,993 152,229 163,353 158,791 119,289 Amortization of capitalized interest 125 425 463 Deduct: Interest capitalized................ (1,500) (2,100) (150) Minority interest in pre-tax income of subsidiaries................... 488 (616) (104) 6,954 ----------- ----------- ---------- ---------- ---------- ---------- Earnings.......................... $ 83,135 $ 64,791 $ 215,407 $ 6,603 $ 52,335 $ 142,067 =========== =========== ========== ========== ========== ========== Fixed Charges: Interest and financing expense, net. ............................. $ 92,227 $ 99,993 $ 152,229 $ 161,853 $ 156,691 $ 119,139 Interest capitalized................ 1,500 2,100 150 ----------- ----------- ---------- ---------- ---------- ---------- Fixed Charges..................... $ 92,227 $ 99,993 $ 152,229 $ 163,353 $ 158,791 $ 119,289 =========== =========== ========== ========== ========== ========== Ratio of earnings to fixed charges....... 0.90 0.65 1.42 0.04 0.33 1.19 =========== =========== ========== ========== ========== ========== Deficiency of earnings to cover fixed charges........................... $ (9,092) $ (35,202) $ 0 $ (156,750) $ (106,456) $ 0 =========== =========== ========== ========== ========== ==========

EX-31.1 6 v93911exv31w1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION I, John W. Stanton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Western Wireless Corporation. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: (a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ JOHN W. STANTON ---------------------- John W. Stanton Chairman and Chief Executive Officer Dated: November 7, 2003 EX-31.2 7 v93911exv31w2.txt EXHIBIT 31.2 CERTIFICATION EXHIBIT 31.2 I, M. Wayne Wisehart, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Western Wireless Corporation. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: (a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ M. WAYNE WISEHART ------------------------ M. Wayne Wisehart Executive Vice President and Chief Financial Officer Dated: November 7, 2003 EX-32.1 8 v93911exv32w1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Western Wireless Corporation, a Washington corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 7, 2003 By: /s/ JOHN W. STANTON ----------------------------- John W. Stanton Chairman and Chief Executive Officer The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). EX-32.2 9 v93911exv32w2.txt EXHIBIT 32.2 EXHIBIT 32.2 CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Western Wireless Corporation, a Washington corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 7, 2003 By: /s/ M. WAYNE WISEHART ----------------------- M. Wayne Wisehart Executive Vice President and Chief Financial Officer The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.39

                                                                   EXHIBIT 10.39

   [CLIFFORD CHANCE PUNDER LETTERHEAD]                            EXECUTION COPY

                              DATED 28 AUGUST 2003

                      WESTERN WIRELESS INTERNATIONAL D.O.O.

                          IKB DEUTSCHE INDUSTRIEBANK AG

                         KREDITANSTALT FUR WIEDERAUFBAU

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

                     NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA

                                 HSH NORDBANK AG

                             HYPO ALPE-ADRIA-BANK AG

                            HYPO ALPE-ADRIA-BANK D.D.

         DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH

                                       and

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

                   WESTERN WIRELESS INTERNATIONAL CORPORATION

               WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION

             WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION

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

                           SECOND AMENDMENT AGREEMENT

                                 RELATING TO THE

                     FACILITY AGREEMENT DATED 30 APRIL 2002

                        RELATING TO THE FINANCING OF THE

                 VEGA GSM TELECOMMUNICATIONS NETWORK IN SLOVENIA

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



                                    CONTENTS



                                              CLAUSE                                                     PAGE
                                                                                                      
1.       Definitions and Interpretation...............................................................     2

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

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

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

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

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

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

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

SCHEDULE 3 Amendments to Original Facility Agreement..................................................    11




THIS AGREEMENT is dated           2003 and made between:

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

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

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

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

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

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

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

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

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

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

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

in the presence of

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

                                      - 1 -


WHEREAS

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

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

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

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

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

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

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

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

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

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

1.2      INCORPORATION OF DEFINED TERMS

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

                                      - 2 -


1.3      CLAUSES

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

2.       AMENDMENT OF THE ORIGINAL FACILITY AGREEMENT

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

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

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

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

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

3.       REPRESENTATIONS

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

                                      - 3 -


4.       CONTINUITY AND FURTHER ASSURANCE

4.1      CONTINUING OBLIGATIONS

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

4.2      FURTHER ASSURANCE

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

5.       FEES, COSTS AND EXPENSES

5.1      TRANSACTION EXPENSES

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

5.2      PRESERVATION AND ENFORCEMENT OF RIGHTS

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

5.3      STAMP TAXES

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

6.       MISCELLANEOUS

6.1      INCORPORATION OF TERMS

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

                                      - 4 -


6.2      COUNTERPARTS

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

6.3      FINANCE DOCUMENT

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

                                      - 5 -


                                   SCHEDULE 1

                              CONDITIONS PRECEDENT

1.       In relation to the Borrower:

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

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

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

2.       In relation to each of the Sponsors:

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

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

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

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

                                      - 6 -


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

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

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

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

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

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

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

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

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

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

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

                                      - 7 -


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

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

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

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

                                      - 8 -


                                   SCHEDULE 2

                                   CONDITIONS

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

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



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


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

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

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

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

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

                                      - 9 -


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

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

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

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

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

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

                                     - 10 -


                                   SCHEDULE 3

                    AMENDMENTS TO ORIGINAL FACILITY AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     - 11 -


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

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

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

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

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

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

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

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

         ""AVAILABILITY PERIOD" means:

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

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

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

                                     - 12 -


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

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

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

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

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

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

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

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

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

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

         (b)      any retained earnings,

         but deducting:

                  (i)      any deficit in the retained earnings; and

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

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

                                     - 13 -


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

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

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

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

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

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

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

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

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

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

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

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

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

                                     - 14 -


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

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

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

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

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

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

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

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

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

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

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

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

                                     - 15 -


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

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

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

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

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

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

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

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

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

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

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

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

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

                                     - 16 -


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

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

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

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

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

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

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

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

         "until the Second Amendment Agreement Effective Date"

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

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

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

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

                                     - 17 -


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

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

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

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

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

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

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

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

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

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

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

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

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

         "6.4     CONVERSION OF REVOLVING SIT FACILITY LOANS INTO TERM LOANS

                                     - 18 -


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

                  (a)      no amounts repaid may be reborrowed;

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

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

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

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

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

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

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

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



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


                                     - 19 -



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


         PROVIDED THAT:

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

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

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

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

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

                                     - 20 -


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

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

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

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

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

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

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

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



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


                                     - 21 -



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


                  PROVIDED THAT:

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

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

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

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

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

                                     - 22 -


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

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

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

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

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

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

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

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

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



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


                                     - 23 -



- -----------------------------------------------------------------------------
                                                           
EBITDA for the preceding two (2) Quarters is positive              1.25
and the Total Leverage Ratio less than or equal to
2.00
- -----------------------------------------------------------------------------


                  PROVIDED THAT:

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

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

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

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

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

                                     - 24 -


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

         "12.1    COMMITMENT FEES

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

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

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

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

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

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

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

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

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

         "13.3    REDUCTION OF THE SIT FACILITY COMMITMENT

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

                                     - 25 -


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

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

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

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

         "14.4    VOLUNTARY PREPAYMENTS

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

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

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

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

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

                                     - 26 -


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

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

         "19.2    AMENDMENT COSTS

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

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

         "20.1.1  STATUS

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

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

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

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

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

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

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

                                     - 27 -


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

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

         "21.1    FINANCIAL STATEMENTS AND OTHER INFORMATION

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

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

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

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

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

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

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

                                     - 28 -


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

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

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

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

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

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

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

                           (iv)     include an outline of major business
                                    developments;

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

                                     - 29 -


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

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

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

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

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

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

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

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

                                     - 30 -


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

         "21.3    COVENANT COMPLIANCE CERTIFICATE

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

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

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

         "21.4    INFORMATION: MISCELLANEOUS

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

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

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

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

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

                                     - 31 -


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

         "21.6    BUSINESS PLAN REVIEW

         21.6.1   Within the earlier of:

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

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

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

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

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

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

         "21.7    BUILDING PERMIT REPORTS

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

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

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

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

                                     - 32 -


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

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

         "22.     FINANCIAL COVENANTS AND NETWORK MILESTONES

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

         22.1     SPONSOR CONTRIBUTIONS

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

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

         22.2     STAGE I COVENANTS

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

                  (a)      MINIMUM SUBSCRIBERS

                           The number of Subscribers shall be:

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

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

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

                  (b)      POPULATION COVERAGE

                           The Population Coverage shall be:

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

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

                                     - 33 -


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

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

                  (c)      QUARTERLY REVENUE TEST

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

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

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



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




                            Q I 2003                   Q II 2003
- ----------------------------------------------------------------
                                                 
Forecast Service
Revenues                   6,162,659                   8,282,223
- ----------------------------------------------------------------
Applicable Percentage
of Service Revenues        5,238,260                   7,039,890
- ----------------------------------------------------------------


                  (d)      QUARTERLY EBITDA TEST

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

                                     - 34 -




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


         22.3     STAGE II COVENANTS

                  (a)      MINIMUM CONSOLIDATED TANGIBLE NET WORTH

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

                  (b)      MINIMUM CONSOLIDATED EBITDA

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



  GROUP
FINANCIAL
  YEAR            2003            2004           2005            2006
- ---------------------------------------------------------------------
                                                     
MULTIPLE           0.2             1.0            2.0             3.2


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

                                     - 35 -


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

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

         22.4     CONFIRMATION BY INDEPENDENT TECHNICAL CONSULTANT

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

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

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

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

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

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

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

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

                                     - 36 -


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

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

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

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

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

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

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

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

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

                                     - 37 -


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

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

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

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

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

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

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

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

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

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

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

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

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

                                     - 38 -


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

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

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

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

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

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

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

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

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

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

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

                                     - 39 -


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

         "(d)     Each Agent may assume:

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

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

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

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

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

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

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

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

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

                                     - 40 -


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

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

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

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

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

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

         "24.6    INSURANCE

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

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

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

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

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

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

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

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

                                     - 41 -


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

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

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

         "24.22   BANK ACCOUNTS

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

                  (a)      as provided in this Agreement;

                  (b)      Permitted Accounts; or

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

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

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

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

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

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

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

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

                                     - 42 -


         "(c)     The Borrower shall promptly notify the Off Shore Facility
                  Agent if it or any of its Affiliates acquires any
                  telecommunications business or any new licence (excluding any
                  renewal of or addition to any existing telecommunications
                  licence), in particular any UMTS licence."

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

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

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

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

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

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

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

                                     - 43 -


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

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

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

         "25.1.12 ILLEGALITY

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

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

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

         "27.17   CALCULATION OF EURO EQUIVALENTS AMONG THE FINANCE PARTIES

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

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

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

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

                                     - 44 -


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

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

                                   "SCHEDULE 1

                                   COMMITMENTS

                                     PART I

                                  EURO FACILITY



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


                                     - 45 -


                                     PART II

                                  SIT FACILITY



FINANCIAL INSTITUTION                                 SIT FACILITY COMMITMENT
- -----------------------------------------------------------------------------
                                                   
Nova Ljubljanska Banka d.d., Ljubljana                SIT    3,400,000,000.00
- -----------------------------------------------------------------------------
Hypo Alpe-Adria-Bank d.d.                             SIT    1,000,000,000.00
- -----------------------------------------------------------------------------


                                   SCHEDULE 1

                                    PART III

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



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

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

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

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

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

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

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

NLB               Amount outstanding                                               1,622,670,000.00             7,091,741.63
                  before
- ----------------------------------------------------------------------------------------------------------------------------


                                     - 46 -




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

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


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

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

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

                                   SCHEDULE 2

                                 REPAYMENT DATES

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



REPAYMENT DATE /
REDUCTION DATE            ECA FACILITY          COMMERCIAL FACILITY        SIT FACILITY
- ---------------------------------------------------------------------------------------
                                                                  
   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%
- ---------------------------------------------------------------------------------------


                                     - 47 -




REPAYMENT DATE /
REDUCTION DATE            ECA FACILITY          COMMERCIAL FACILITY        SIT FACILITY
- ---------------------------------------------------------------------------------------
                                                                  
  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%
- ---------------------------------------------------------------------------------------


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



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


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

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

                                     - 48 -


                           ON SHORE SECURITY DOCUMENTS



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

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

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

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

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

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

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

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

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


                                     - 49 -




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

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

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


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

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

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

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

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

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


                                     - 50 -





DOCUMENT          SECURED ASSETS                                          STEPS FOR PERFECTION
- ------------------------------------------------------------------------------------------------------------------------------------
                                          CONDITION PRECEDENT TO DRAWDOWN                 CONDITION SUBSEQUENT
                                                                       

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

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

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

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

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

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


                                     - 51 -




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

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

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

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

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

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

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

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

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

                                       -        Schedule 2 - Copy of Deed of
                                                Consent and Waiver

                                       -        Schedule 1 (Oracle License
                                                Agreement)


                                     - 52 -




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

                                       -        Borrower to provide Schedule 1
                                                complete information

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

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

                                       -        Original vinculation
                                                certificates

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

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

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

                                       -        Acknowledgement by NLB and
                                                Hypo Alpe-Adria Bank

                                       -        Schedule 1 (account details)

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

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


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

                                     - 53 -


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

            SUBSTITUTION CONDITIONS SUBSEQUENT FOR ON SHORE SECURITY
                                    DOCUMENTS

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



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

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

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

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

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


                                     - 54 -


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

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

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

         "5.      In respect of:

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

                           (i)      the Borrower's Share Pledge Agreement;

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

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

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

                           (v)      the Licence Pledge Agreement;

                           (vi)     the Trademark Pledge Agreement; and

                           (vii)    the Oracle Software Assignment Agreement

                           (together the "RELEVANT SECURITY DOCUMENTS");

                           [UPDATE WHERE APPROPRIATE]

                                     - 55 -


                  (b)      the transfer relating to the interest in:

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

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

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

                           [UPDATE WHERE APPROPRIATE]"

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

                                  "SCHEDULE 11
                                    INSURANCE

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

INSURANCE REQUIREMENTS



                                                                                   page
                                                                             
A.       ERECTION PHASE INSURANCES

1.       Erection All Risk                                                            3

2.       Marine Cargo                                                                 6

3.       Third Party Liability Insurance                                              9

B.       OPERATING PHASE INSURANCES

1.       Property All Risks                                                          11

2.       Business Interruption                                                       12

3.       Third Party Liability                                                       14

4.       Marine                                                                      15

5.       Directors & Officers Liability                                              16


                                     - 56 -


                                                                               
C.       OTHER INSURANCES

1.       Automobile Third Party Liability and Own Damage Liability                   17

2.       Personal Accident & Travel                                                  17

3.       Fidelity Guarantee/Crime                                                    17



A. ERECTION PHASE INSURANCES

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

1.       ERECTION ALL RISKS

INSURED:                  (a)       The Borrower;

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

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

                          (d)       the Senior Creditors

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

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

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

                                     - 57 -


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

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

CONDITIONS:               Policy to include inter alia:

                          (a)       interim settlements;

                          (b)       professional fees;

                          (c)       removal to place of safety;

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

                          (e)       expediting expenses;

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

                          (g)       offsite storage & inland transit;

                                     - 58 -


                          (h)       documents and data;

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

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

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

                          (l)       50/50 clause;

                          (m)       sue and labour;

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

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

                          (p)       strikes, riots and civil commotion;

                          (q)       hazard risks;

                          (r)       customs duties

                          (s)       non-contribution from other insurance;

                          (t)       existing and neighbouring objects

                          (u)       banks clauses

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

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

2.       MARINE CARGO

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

                                     - 59 -


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

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

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

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

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

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

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

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

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

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

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

                          (d)       institute classification clause, replacement
                                    clause;

                          (e)       debris removal clause;

                                     - 60 -


                          (f)       50/50 clause;

                          (g)       offsite storage, intermediate storage;

                          (h)       non contribution from other insurance;

                          (i)       subrogation waiver; and

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

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

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

3.       THIRD PARTY LIABILITY INSURANCE

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

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

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

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

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

                                     - 61 -


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

GEOGRAPHICAL SCOPE:       Slovenia / Worldwide for business travel

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

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

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

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

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

                          (d)       liability arising from aircraft or
                                    watercraft.

PRINCIPAL EXTENSIONS:     (a)       employers liability;

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

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

                          (d)       Europewide jurisdiction; and

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

                                     - 62 -


B.       OPERATING PHASE INSURANCES

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

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

1.       PROPERTY ALL RISK INCLUDING BUT NOT LIMITED TO:

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

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

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

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

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

CO-INSURED
INTERESTS:                The Lender

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

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

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

                                     - 63 -


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

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

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

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

PRINCIPAL EXTENSIONS      (a)       debris removal

                          (b)       professional fees;

                          (c)       expediting expenses;

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

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

                          (f)       temporary removal;

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

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

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

                          (b)       latent defects.

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

                                     - 64 -


         2.       BUSINESS INTERRUPTION

         INSURED:                            The Borrower

         CO-INSURED INTERESTS:               The Senior Creditors

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

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

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

                                             US$ 250,000 for extra expenses.

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

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

         PRINCIPAL EXTENSIONS:               (a)      suppliers extension;

                                             (b)      failure of utilities;

                                             (c)      denial of access;

                                             (d)      interim payments clause;
                                                      and

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

         PRINCIPAL EXCLUSIONS:               As per the Property All Risk
                                             section 1

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

                                      -65-



         3.       THIRD PARTY LIABILITY

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

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

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

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

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

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

         GEOGRAPHICAL SCOPE:                 Slovenia / Worldwide for business
                                             travel

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

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

         PRINCIPAL EXTENSIONS:               (a)      Employers Liability;

                                             (b)      Tenants Liability;

                                             (c)      Europewide jurisdiction;

                                      -66-



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

                                             (e)      Environmental Liability.

         4.       MARINE

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

         INSURED:                            The Borrower;

         CO-INSURED INTERESTS:               The Senior Creditors

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

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

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

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

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

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

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

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

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

                                             (d)      institute classification
                                                      clause, replacement
                                                      clause;

                                      -67-



                                             (e)      debris removal clause;

                                             (f)      delayed unpacking (150
                                                      days) clause;

                                             (g)      offsite storage;

                                             (h)      non contribution from
                                                      other insurance;

                                             (i)      subrogation waiver; and

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

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

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

         5.       DIRECTORS & OFFICERS LIABILITY

         INSURED:                            The Borrower

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

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

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

         GEOGRAPHICAL SCOPE:                 Worldwide

         DEDUCTIBLE:                         Not to exceed US$ 5.000 for each
                                             claim

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

         PRINCIPAL CONDITIONS:               Legal Liability with respect of
                                             Civil Law

         PRINCIPAL EXCLUSIONS:               Wilful acts

                                      -68-



         C.       OTHER INSURANCES

         1.       AUTOMOBILE THIRD PARTY LIABILITY AND OWN DAMAGE LIABILITY

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

         2.       PERSONAL ACCIDENT & TRAVEL

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

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

         3.       FIDELITY GUARANTEE/CRIME

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

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

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

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

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

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

                                  "SCHEDULE 14
                         COVENANT COMPLIANCE CERTIFICATE

To:      IKB Deutsche Industriebank AG as Off Shore Facility Agent

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

Dated:

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

                                      -69-




Dear Sirs

                               FACILITY AGREEMENT

                           DATED [-] (THE "AGREEMENT")

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -70-




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

3.       We confirm that as of the date hereof:

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

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

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

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

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

         [insert applicable auditor certification language](4)

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

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

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

         "2.      Set out below is:

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

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

(3)      Include if Cash Shortfall exists.

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

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

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

                                      -71-



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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -72-



                                  "SCHEDULE 16
                       FORM OF PERMITTED BILL OF EXCHANGE

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

                                              ([-])

         VREDNOST PREJETA ______IN GA POLOZITE NA RAGUN _______ OBVESTIL

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

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

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

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

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

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

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

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

                                   "Exhibit 1
                         Vega Status Quo Business Plan"

                                      -73-



                                   "Exhibit 2

                              Group Business Plan"

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

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

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

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

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

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

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

         "CO-ARRANGER AND ORIGINAL EURO FACILITY BANK

         HSH NORDBANK AG

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

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

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

                                      -74-



         "CO-ARRANGER AND ORIGINAL EURO FACILITY BANK

         HYPO ALPE-ADRIA BANK AG

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

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

         EURO FACILTY BANK
         DEG - DEUTSCHE INVESTITIONS -
         UND ENTWICKLUNGSGESELLSCHAFT MBH

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

         Address:       Belvederestr. 40
                        50933 Cologne, Germany

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

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

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

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

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

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

                                      -75-



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

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

                                      -76-



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

         THE BORROWER
         WESTERN WIRELESS INTERNATIONAL D.O.O.

         By:

         Name:
         Title:

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

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

         IKB DEUTSCHE INDUSTRIEBANK AG

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Wilhelm-Botzkes-Strasse 1, 40474 Dusseldorf, Germany
         Telephone:     +49 211 8221 4887 or +49 211 8221 4193
         Fax:           +49 211 8221 2887 or +49 211 8221 2193
         Attention of:  Martina Messing or Dr. Peer Gunzel



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

         LEAD ARRANGER AND ORIGINAL EURO FACILITY BANK
         KREDITANSTALT FUR WIEDERAUFBAU

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

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

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

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

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



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

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

         NOVA LJUBLJANSKA BANKA D.D., LJUBLJANA

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

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

         CO-ARRANGER AND ORIGINAL EURO FACILITY BANK
         HSH NORDBANK AG

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

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



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

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

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

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

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

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

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

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



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

         EURO FACILITY BANK

         DEG - DEUTSCHE INVESTITIONS -
         UND ENTWICKLUNGSGESELLSCHAFT MBH

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

         Address:       Belvederestr. 40
                        50933 Cologne, Germany

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

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

         By:                                 By:

         Name:                               Name:
         Title:                              Title:

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

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



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

         ACKNOWLEDGEMENT

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

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

         THE SPONSORS
         WESTERN WIRELESS INTERNATIONAL CORPORATION

         By:

         Name:

         Title:

         Address:       3650 131st Avenue, S.E., Suite 400, Bellevue, Washington
                        98006, USA
         Telephone:     +1 425 586 8161
         Fax:           +1 425 586 8777
         Attention of:  Scott Alderman

         WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION

         By:

         Name:
         Title:

         Address:       3650 131st Avenue, S.E., Suite 400, Bellevue, Washington
                        98006, USA
         Telephone:     +1 425 586 8161
         Fax:           +1 425 586 8777
         Attention of:  Scott Alderman



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

         WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION

         By:

         Name:
         Title:

         Address:       3650 131st Avenue, S.E., Suite 400, Bellevue, Washington
                        98006, USA
         Telephone:     +1 425 586 8161
         Fax:           +1 425 586 8777
         Attention of:  Scott Alderman

EX-10.40

                                                                   EXHIBIT 10.40

                                                                  EXECUTION COPY

                             DATED  28 AUGUST 2003

                   WESTERN WIRELESS INTERNATIONAL CORPORATION

               WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION

             WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION

                      WESTERN WIRELESS INTERNATIONAL D.O.O.

                                       and

                          IKB DEUTSCHE INDUSTRIEBANK AG

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

                     SECOND AMENDMENT AND RESTATEMENT OF THE
                   SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND
                              COMPLETION GUARANTEE

                               DATED 30 APRIL 2002

          RELATING TO THE FINANCING OF THE VEGA GSM TELECOMMUNICATIONS
                              NETWORK IN SLOVENIA

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



                                TABLE OF CONTENTS

                                    CONTENTS



                                         CLAUSE                                                PAGE
                                                                                            
1.   Definitions and Interpretation.........................................................     2

2.   Guarantee..............................................................................     9

3.   Undertakings...........................................................................    12

4.   Representations and Warranties.........................................................    19

5.   Undertakings in relation to Subordinated Debt..........................................    22

6.   Permitted Payments.....................................................................    24

7.   Subordination on Insolvency............................................................    25

8.   Enforcement by the Sponsors............................................................    27

9.   Voting.................................................................................    27

10.  Funding of Sponsor Contributions and Nature of Obligations.............................    28

11.  No Subrogation.........................................................................    32

12.  Waiver.................................................................................    32

13.  Consents...............................................................................    33

14.  Conflict...............................................................................    33

15.  Preservation of Subordinated Debt......................................................    34

16.  Taxes..................................................................................    34

17.  Indemnities............................................................................    35

18.  Successors, Assignments and Transfers..................................................    35

19.  Power of Attorney......................................................................    36

20.  Remedies and Waivers, Cumulative Rights, Partial Invalidity............................    36

21.  Rights of the Borrower.................................................................    37

22.  Other information......................................................................    37

23.  UMTS Rebate............................................................................    37

24.  Overseas ranking.......................................................................    37


                                      -i-


                                TABLE OF CONTENTS

                                   (CONTINUED)



                                                                                               PAGE
                                                                                            
25.  Notices................................................................................    37

26.  Counterparts...........................................................................    40

27.  Amendments.............................................................................    40

28.  Governing law..........................................................................    40

29.  Jurisdiction; Consent to Service of Process; Waiver of Jury Trial......................    40

30.  Service of process.....................................................................    41

31.  Waiver of Immunity.....................................................................    41

32.  Expenses...............................................................................    42

33.  Entire Agreement.......................................................................    42

SCHEDULE 1 Process Agents...................................................................    58


                                      -ii-


THIS AGREEMENT is dated                 2003 and made between:

(1)      WESTERN WIRELESS INTERNATIONAL CORPORATION ("WWIC"), WESTERN WIRELESS
         INTERNATIONAL SLOVENIA CORPORATION ("WWI SLOVENIA I"), and WESTERN
         WIRELESS INTERNATIONAL SLOVENIA II CORPORATION ("WWI SLOVENIA II")
         (together the "SPONSORS");

(2)      WESTERN WIRELESS INTERNATIONAL D.O.O., a company with limited liability
         organised and existing under the laws of the Republic of Slovenia (the
         "BORROWER"); and

(3)      IKB DEUTSCHE INDUSTRIEBANK AG, a banking corporation duly organised and
         existing under the laws of the Federal Republic of Germany as off shore
         security or facility agent for and on behalf of the Senior Creditors
         (the "OFF SHORE SECURITY AGENT" or the "OFF SHORE FACILITY AGENT" as
         the case may be).

WHEREAS

(A)      The Borrower is a special purpose project company created as a limited
         liability company on 20 September 2000 to undertake the Project.

(B)      WWIC, WWI Slovenia I, and WWI Slovenia II are the sponsors of the
         Project and are direct and indirect shareholders of the Borrower.

(C)      The Borrower has entered into the Facility Agreement pursuant to which
         each of the Banks has agreed to make available certain project finance
         facilities to the Borrower and the Lucent Loan Agreement pursuant to
         which Lucent Technologies Inc. has agreed to make a loan to the
         Borrower, in each case, for the purpose of, amongst other things, the
         design, construction, engineering, financing, commissioning, operation
         and maintenance of the Project.

(D)      The Borrower has entered into the Hedging Agreements pursuant to which
         the Hedging Counterparties will provide certain interest rate hedging
         arrangements to the Borrower.

(E)      The parties hereto have entered into the Original Sponsors' and
         Shareholders' Undertaking and Completion Guarantee pursuant to which
         the Sponsors agreed to provide a completion guarantee and certain
         undertakings to the Senior Creditors which were a condition precedent
         to the obligations of the Banks under the Facility Agreement.

(F)      The parties hereto wish to amend and restate the Original Sponsors' and
         Shareholders' Undertaking and Completion Guarantee as provided in this
         Agreement (which, for the avoidance of doubt, is intended by the
         parties hereto to be an amendment and restatement only and not a
         novation).

                                      -1-


IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         Terms used but not otherwise defined herein shall have the meanings
         ascribed to them in the Facility Agreement. The following terms shall
         have the following meanings when used herein:

         "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.

         "AGREEMENT" means this agreement and includes the schedules hereto.

         "ARRANGER" has the meaning given to it in the Facility Agreement.

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

         "BANK" has the meaning given to it in the Facility Agreement.

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

         "BORROWER'S OBLIGATIONS" means all debts and monetary liabilities of
         the Borrower to the Senior Creditors of any nature, now existing or
         hereafter arising, whether or not evidenced by any note, agreement or
         other instrument under or in relation to the Finance Documents
         including, without limitation and in each such case, all interest,
         premium fees, make-whole amounts, swap termination payments, charges,
         losses, costs, expenses, Break Costs and any other sum payable by the
         Borrower thereunder.

         "BREAK COSTS" has the meaning given to it in the Facility Agreement.

         "CASH SHORTFALL" has the meaning given to it in the Facility Agreement.

         "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.

         "DEBT SERVICE RESERVE ACCOUNT" means the account established under
         Clause 23.9 (Debt Service Reserve Account) of the Facility Agreement.

         "DELIVERY CONTRACT" means the delivery contract between Lucent
         Technologies Network Systems GmbH, Nurnberg, Germany and the Borrower
         dated 15 March 2001 and signed on 21 March 2001 and 30 April 2001 as
         amended from time to time.

                                      -2-


         "DISCHARGE DATE" means the date on which the Borrower's Obligations
         have been fully and irrevocably paid or discharged to the reasonable
         satisfaction of the Off Shore Facility Agent, whether or not as a
         result of enforcement.

         "DSRA-REQUIRED BALANCE" has the meaning set out in Clause 23.9.2 (Debt
         Service Reserve Account) of the Facility Agreement.

         "ECA" means Euler Hermes Kreditversicherungs- AG, Hamburg.

         "ECA FACILITY" has the meaning given to it in the Facility Agreement.

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

         "ETSI" means the European Telecommunications Standards Institute.

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

         "FACILITY" has the meaning given to it in the Facility Agreement.

         "FACILITY AGREEMENT" means the facility agreement dated 30 April 2002
         between the Banks and the Borrower and as amended by the First
         Amendment Agreement relating to the Facility Agreement dated 28 October
         2002 and the Second Amendment Agreement relating to the Facility
         Agreement dated [-] August 2003.

         "FINANCE PARTY" means any of the Off Shore Facility Agent, the On Shore
         Facility Agent, the Security Agents, the Issuing Bank, the Arrangers or
         the Banks.

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

         "3GPP" means the 3G Partnership 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 requirements thereof.

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

                                      -3-


         "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 to the Facility Agreement and referred to as the excel
         spreadsheet named "Base Case 12 July 01.xls".

         "INSOLVENCY EVENTS" has the meaning given to it in Clause 7.1
         (Insolvency Events).

         "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.

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

         "LONG TERM INDEBTEDNESS" shall mean indebtedness for borrowed money
         which, as of the applicable determination date, would be included in
         the Group's consolidated financial statements prepared in accordance
         with US GAAP under the line items set forth therein entitled "Long Term
         Debt" and "Current Portion of Long Term Debt".

         "MAJORITY BANKS" has the meaning given to it in the Facility Agreement.

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

         "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 a Sponsor;

         (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 the Facility Agreement the validity
                  or enforceability of a Material Contract; or

                                      -4-


         (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 CONTRACTS" has the meaning given to it in the Facility
         Agreement.

         "NETWORK" means the Borrower's telecommunication network including,
         without limitation, all associated hardware, software, infrastructure,
         civil works, towers, 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.

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

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

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

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

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

         "ORIGINAL SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION
         GUARANTEE" means the Sponsors' and Shareholders' Undertaking and
         Completion Guarantee, dated 30 April 2002, as amended by the First
         Amendment Agreement relating to the Sponsors' and Shareholders'
         Undertaking and Completion Guarantee, dated 28 October 2002.

         "PARENT" means Western Wireless Corporation.

         "PARTY" means a party to this Agreement.

         "PERMITTED GROUP ENCUMBRANCES" means:

         (a)      Permitted Encumbrances of the Borrower;

         (b)      Security created over the assets of any member of the Group in
                  respect of indebtedness permitted under Clause 3.1.5
                  (Indebtedness);

         (c)      any Security arising by operation of law in the ordinary
                  course of a Group member's business PROVIDED THAT if at any
                  time such Security is or becomes enforceable such Security is
                  being contested in good faith or appropriate reserves have
                  been made in respect of the indebtedness to which it relates;

         (d)      rights of set off arising in the ordinary course of a Group
                  member's business PROVIDED THAT if at any time such Security
                  is or becomes enforceable such Security is being

                                      -5-


                  contested in good faith or appropriate reserves have been made
                  in respect of the indebtedness to which it relates;

         (e)      Security on property existing prior to the acquisition thereof
                  PROVIDED THAT such Security was not created to avoid the terms
                  of this Agreement;

         (f)      Security existing and disclosed in writing to the Off Shore
                  Security Agent prior to the Second Amendment Agreement
                  Effective Date; and

         (g)      Security created with the consent of the Senior Creditors.

         "POTENTIAL EVENT OF DEFAULT" has the meaning given to it in the
         Facility Agreement.

         "PROCEEDS AND REVENUE ACCOUNT" has the meaning given to it in the
         Facility Agreement.

         "PROCESS AGENT" has the meaning given to it in Clause 30.1 (Service of
         process).

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

         "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.

         "REPAYMENT DATE" means in relation to a Facility the dates specified
         for repayment in schedule 2 (Repayment Dates) of the Facility
         Agreement.

         "REPORTING DATE" has the meaning given to it in Clause 3.3 (Contingent
         Equity).

         "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 DOCUMENTS" has the meaning given to it in the Facility
         Agreement.

         "SENIOR CREDITORS" means the Finance Parties and the Hedging
         Counterparties and Lucent Technologies Inc (until the irrevocable
         repayment in full of all amounts outstanding under the Lucent Loan
         Agreement).

         "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 this Agreement.

         "SHAREHOLDERS" means WWI Slovenia I and WWI Slovenia II and any
         permitted transferee in accordance with and pursuant to the terms and
         conditions of this Agreement.

                                      -6-


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

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

         "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.

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

         "SPONSORS" means WWIC, WWI Slovenia I and WWI Slovenia II.

         "SPONSORS' AND SHAREHOLDERS' OBLIGATIONS" means the obligations of the
         Sponsors and Shareholders under this Agreement.

         "SUBORDINATED DEBT" means all present and future obligations and
         liabilities (whether actual or contingent, whether owed jointly,
         severally or in any other capacity whatsoever and whether originally
         incurred by the Borrower or by some other person) of the Borrower to
         the Sponsors or the Shareholders (or any of them) including, without
         limitation, any amounts paid by the Sponsors pursuant to Clause 2
         (Guarantee), any Subordinated Loan and any amount received by the
         Borrower from the Sponsors or the Shareholders as additional paid in
         capital which is not evidenced by the issuance of new Shares and
         amounts owing under the Sponsors Unsecured Loan Agreement and/or the
         Management Agreement (in each case including any such obligations or
         liabilities outstanding prior to the date of any amendment to this
         Agreement) PROVIDED THAT Subordinated Debt shall not, prior to the
         occurrence of an Event of Default, include amounts in respect of direct
         costs payable under the Management Agreement which are provided for in
         the Initial Business Plan and permitted to be paid in accordance with
         clause 23.3(d)(ii) (Application of moneys on the Proceeds and Revenue
         Accounts) of the Facility Agreement or Existing WWIC Loans that are
         permitted to be repaid to WWIC in accordance with clause 23.8.2 (Loan
         Proceeds Account) of the Facility Agreement.

         "SUBORDINATED DEBT DOCUMENT" has the meaning given to it in the
         Intercreditor Agreement.

         "SUBORDINATED LOAN" means a subordinated loan (other than a Sponsors
         Unsecured Loan) made to the Borrower in accordance with the terms of
         this Agreement.

         "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

                                      -7-


                  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.

         "TRANSACTION DOCUMENTS" has the meaning given to it in the Facility
         Agreement.

         "TRANSFER CONDITIONS" means, in relation to any disposal of Shares,
         that:

         (a)      the Transferee satisfies the Transferee Criteria;

         (b)      the person intending to dispose of its Shares has provided the
                  Off Shore Facility Agent with at least 60 days' notice of the
                  identity of the Transferee together with all necessary
                  information of the Transferee in order to be able to assess
                  the creditworthiness of the Transferee accurately, details of
                  the number of Shares that are to be transferred to and the
                  amount of Subordinated Loans that are to be assumed by the
                  Transferee;

         (c)      the Transferee has become bound by the terms of this Agreement
                  by execution of such documents as the Off Shore Facility Agent
                  may reasonably require specifying and has delivered a legal
                  opinion in form and substance satisfactory to the Off Shore
                  Facility Agent addressing the representations set out in
                  Clause 4.1 (Individual Sponsor and Shareholder representations
                  and warranties); and

         (d)      the Shares which are the subject of the disposal remain
                  subject to the Security.

         "TRANSFEREE" means a person to whom a Shareholder or Sponsor intends,
         in conformity with the provisions hereof and the constitutive documents
         of the Borrower, to dispose of all or part of its Shares or
         Subordinated Debt.

         "TRANSFEREE CRITERIA" means in relation to any Transferee, that:

         (a)      such person, its assets or its country of residence or
                  incorporation, is not then subject to any economic or
                  political sanctions issued by an OECD member country or issued
                  by an organisation to which an OECD member country is subject
                  and is reasonably satisfactory to the Majority Banks; and

         (b)      such person (or its parent, if such person's obligations are
                  unconditionally guaranteed by its parent) has delivered to the
                  Off Shore Facility Agent its most recent two consecutive years
                  of audited financial statements demonstrating to the
                  reasonable satisfaction of the Off Shore Facility Agent
                  (acting on the instructions of the Majority Banks) that such

                                      -8-


                  person could reasonably be expected to fulfil its future
                  obligations under the Finance Documents.

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

         "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.

         "WWI SLOVENIA I" means Western Wireless International Slovenia
         Corporation.

         "WWI SLOVENIA II" means Western Wireless International Slovenia II
         Corporation.

         "WWIC" means Western Wireless International Corporation.

1.2      INTERPRETATION

         In this Agreement a reference to:

1.2.1    this Agreement means this agreement as from time to time supplemented
         or amended by one or more agreements entered into pursuant to the
         applicable provisions hereof;

1.2.2    a document is a reference to that document as modified or replaced from
         time to time;

1.2.3    a person includes reference to a government, state, state agency,
         corporation, body corporate, association or partnership;

1.2.4    a person includes a reference to that person's legal personal
         representatives, successors and assigns;

1.2.5    the singular includes the plural and vice versa;

1.2.6    a time of day is a reference to the time in Dusseldorf, unless a
         contrary indication appears; and

1.2.7    a Clause or Schedule is a reference to a clause of or schedule to this
         Agreement.

1.3      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.

1.4      If any enforcement action as directed by the 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 Banks).

                                      -9-


1.5      Clause headings and the table of contents in this Agreement are for
         convenience of reference only, are not part of this Agreement and shall
         not affect the construction of, or be taken into consideration in,
         interpreting this Agreement.

1.6      In respect of any obligations of the Sponsors, Shareholders and the
         Borrower hereunder, whether for payment of money or otherwise, the Off
         Shore Security Agent shall be authorised and entitled to demand payment
         or performance in accordance with the terms of such obligations as set
         out herein.

2.       GUARANTEE

2.1      GUARANTEE

         The Sponsors on a joint and several basis irrevocably, absolutely and
         unconditionally, as principal obligors and not merely as surety,
         guarantee to the Senior Creditors the punctual payment when due,
         whether at stated maturity, by acceleration or otherwise, and the
         punctual performance, of all of the present and future Borrower's
         Obligations under the Finance Documents and undertake for the benefit
         of the Senior Creditors to pay to the Off Shore Security Agent an
         amount equal to the Borrower's Obligations in the same manner as the
         Borrower's Obligations are required to be paid by the Borrower under
         the Finance Documents (the "GUARANTEE").

2.2      NATURE OF GUARANTEE

2.2.1    This Guarantee is one of payment and performance, not collection, and
         the obligations of the Sponsors under this Guarantee are independent of
         the Borrower's Obligations, and a separate action or actions may be
         brought and prosecuted against any one or all of the Sponsors to
         enforce this Guarantee, irrespective of whether any action is brought
         against the Borrower or whether the Borrower is joined in any such
         action or actions.

2.2.2    The Off Shore Security Agent may at any time and from time to time
         (whether or not after revocation or termination of this Guarantee)
         with-out the consent of, or notice (except as shall be required by
         applicable statute and cannot be waived) to, the Sponsors, and without
         incurring responsibility to the Sponsors or impairing or releasing the
         obligations of the Sponsors hereunder, apply any sums by whomsoever
         paid or howsoever realised to any of the Borrower's Obligations
         regardless of what Borrower's Obligations remain unpaid.

2.3      REMEDIES UPON DEFAULT; RIGHT OF SET-OFF

         (a)      Upon the occurrence and during the continuance of any Event of
                  Default or, after expiry of the notice period in clause 14.2
                  (Change of Control, Withdrawal of Licence and Abandonment of
                  the Project) of the Facility Agreement, a mandatory prepayment
                  event provided for in clause 14.2 (Change of Control,
                  Withdrawal of Licence and Abandonment of the Project)of the
                  Facility Agreement, the Off Shore Security Agent may, without
                  notice to or demand upon the Borrower or the Sponsors, declare
                  any of the Borrower's

                                      -10-


                  Obligations immediately due and payable, and shall be entitled
                  to enforce the obligations of the Sponsors hereunder. The
                  obligations of the Sponsors may be enforced hereunder at one
                  time or on separate occasions.

         (b)      Upon such declaration by the Off Shore Security Agent, the Off
                  Shore Security Agent pursuant to Clause 2.3(a) and any Senior
                  Creditor is hereby authorized at any time and from time to
                  time, to the fullest extent permitted by law, to set-off and
                  apply any and all deposits (general or special, time or
                  demand, provisional or final) at any time held and other
                  indebtedness at any time owing by the Off Shore Security Agent
                  or any Senior Creditor to or for the credit or the account of
                  the Sponsors against any and all of the obligations of the
                  Sponsors now or hereafter existing under this Guarantee,
                  whether or not the Off Shore Security Agent or such Senior
                  Creditor shall have made any demand under this Guarantee and
                  although such obligations may be contingent and unmatured. The
                  Off Shore Security Agent agrees promptly to notify the
                  Sponsors after any such set-off and application, PROVIDED that
                  the failure to give such notice shall not affect the validity
                  of such set-off and application. The rights of the Off Shore
                  Security Agent and Senior Creditors under this Clause 2.3 are
                  in addition to other rights and remedies (including other
                  rights of set-off) which the Off Shore Security Agent and
                  Senior Creditors may have.

2.4      STATUTE OF LIMITATIONS

         Any acknowledgement or new promise, whether by payment of principal or
         interest or otherwise and whether by the Borrower or others (including
         the Sponsors), with respect to any of the Borrower's Obligations shall,
         if the statute of limitations in favor of the Sponsors against the Off
         Shore Security Agent or Senior Creditors shall have commenced to run,
         toll the running of such statute of limitations and, if the period of
         such statute of limitations shall have expired, prevent the operation
         of such statute of limitations.

2.5      INTEREST

         Failure to pay when due all amounts payable from time to time by the
         Sponsors hereunder shall bear interest at the interest rate per annum
         specified in clause 9.5 (Default interest) of the Facility Agreement
         from the date such payment was due until the date of receipt in full by
         the Banks of such payment. Any interest payable under this Clause shall
         be paid by the Sponsors upon demand of the Off Shore Security Agent.

2.6      RIGHTS AND REMEDIES NOT WAIVED

         No act, omission or delay by the Off Shore Security Agent shall
         constitute a waiver of its or the Secured Creditors' rights and
         remedies hereunder or otherwise. No single or partial waiver by the Off
         Shore Security Agent of any default hereunder or right or remedy which
         it may have shall operate as a waiver of any other default, right or
         remedy or of the same default, right or remedy on a future occasion.

                                      -11-


2.7      ADMISSIBILITY OF GUARANTEE

         The Sponsors agree that any copy of this Agreement signed by the
         Sponsors and transmitted by telecopier for delivery to the Off Shore
         Security Agent shall be admissible in evidence as the original itself
         in any judicial or administrative proceeding, whether or not the
         original is in existence.

2.8      WINDING-UP AND INSOLVENCY

         If on or before the Discharge Date:

2.8.1    any general meeting of any of the Sponsors is convened for the purposes
         of passing a resolution for its winding-up, bankruptcy or dissolution
         under any applicable law;

2.8.2    any legal proceedings are started (or renewed after stay) under any
         applicable law for the winding-up, bankruptcy or dissolution of any of
         the Sponsors; or

2.8.3    an order is made by a competent court or a resolution is passed for
         winding-up, bankruptcy or dissolution of any of the Sponsors or any
         receiver, manager, receiver-manager or similar officers are appointed
         in relation to any of the Sponsors, under any applicable law;

         then, if any such meeting, proceedings, order or appointment is not
         dismissed or discharged (if capable of being dismissed or discharged)
         in each case within 20 days of the institution or presentation thereof,
         in addition to any other rights of the Senior Creditors hereunder, the
         Sponsors shall, pay in accordance with Clause 2.1 (Guarantee) an amount
         equal to the Borrower's Obligations then outstanding without the need
         for any request, demand, notice or other action on the part of any
         Senior Creditor or the Off Shore Facility Agent.

3.       UNDERTAKINGS

3.1      UNDERTAKINGS OF WESTERN WIRELESS INTERNATIONAL CORPORATION

         WWIC undertakes to the Senior Creditors that up to and including the
         Discharge Date it will:

3.1.1    Ownership: not reduce its direct or indirect ownership of the Share
         Capital to less than 80% without the prior written consent of the
         Senior Creditors.

3.1.2    Reports and Information: provide the Off Shore Facility Agent, in
         sufficient copies for each of the Banks, with the following reports,
         prepared in compliance with all relevant legal and professional
         requirements and according to generally accepted accounting principles
         consistently applied:

         (a)      as soon as available, but in any event no later than one
                  hundred and twenty (120) days after the end of each financial
                  year, its audited (for 2001 only unaudited) annual report and
                  the audited annual report of Western Wireless International
                  Holding Corporation and, commencing with the 2002 financial
                  year, the unaudited annual financial statements of WWI
                  Slovenia I and WWI Slovenia II provided that in respect of the
                  2001 financial year,

                                      -12-


                  WWIC shall provide the unaudited annual financial statements
                  of WWI Slovenia I and WWI Slovenia II as soon as such
                  financial statements are available;

         (b)      as soon as available, but in any event no later than one
                  hundred and twenty (120) days after the end of each financial
                  year, the audited annual report of the Parent and such other
                  information or reporting as the Off Shore Facility Agent may
                  from time to time reasonably request; and

         (c)      all such information relating to the Group required to be
                  supplied by the Borrower or by WWIC in accordance with clause
                  21 (Reporting Requirements) and clause 22.3 (Stage II
                  covenants) of the Facility Agreement in accordance with the
                  requirements thereof.

         All such financial information shall be in English and with respect to
         the information in Clause 3.1.2(a) and (b) shall be submitted to the
         Off Shore Facility Agent together with a certificate signed by the
         chief financial officer of WWIC confirming that such information is
         true and accurate or, with respect to any such financial information,
         if required by the Facility Agreement submitted with a Covenant
         Compliance Certificate in accordance with the requirements thereof. In
         respect of three year business plan to be provided in relation to the
         Group, WWIC shall meet with the Off Shore Facility Agent in accordance
         with the requirements of clause 21.6.2 (Business Plan Review) of the
         Facility Agreement.

3.1.3    Licence: 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.

3.1.4    Disposals and reorganisation: not, without the prior written consent of
         the Majority Banks:

         (a)      dispose of any of its legal or economic interests in any
                  company or agree to permit any Subsidiary to dispose of any
                  part of its business or the whole or any part of its business;
                  or

         (b)      undertake any reconstruction or reorganisation of its business
                  or investments (other than investments that do not relate to
                  the business of WWIC);

         PROVIDED THAT it or its Subsidiaries may without the prior written
         consent of the Majority Banks:

         (i)      dispose of companies in which it holds less than a 50% legal
                  or economic ownership interest PROVIDED THAT such disposal is
                  on an arms length basis on commercial terms; and/or

         (ii)     dispose of its immaterial physical assets, on an arms length
                  basis, in the ordinary course of business.

3.1.5    Indebtedness: not, without the prior consent of the Majority Banks,
         incur or permit any Subsidiary to incur any Long Term Indebtedness to
         any person (other than Western Wireless

                                      -13-


         International Holding Corporation or any other Group member)
         (contingent or otherwise) which at any time exceeds an amount, on a
         consolidated basis, of Euro 400,000,000.00.

         For purposes of determining compliance with this Clause, indebtedness
         denominated in any currency other than Euros shall be converted:

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

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

         Notwithstanding anything contained herein to the contrary, the maximum
         amount of indebtedness pursuant to this Clause that may be incurred
         shall not be deemed to be exceeded due solely to the result of
         fluctuations in the exchange rates of currencies on dates which are not
         dates on which Long Term Indebtedness is incurred.

3.1.6    Negative pledge: other than those arrangements disclosed in writing to
         the Off Shore Facility Agent prior to the Second Amendment Agreement
         Effective Date and any Permitted Group Encumbrances, not, without the
         prior written consent of the Majority Banks, and shall not permit any
         Subsidiary to:

         (a)      create or permit to subsist any Security over any of its or
                  the Group's assets;

         (b)      sell, transfer or otherwise dispose of any of its or the
                  Group's assets on terms whereby they are or may be leased to
                  or re-acquired by the Borrower;

         (c)      sell, transfer or otherwise dispose of any of its or the
                  Group's receivables on recourse terms; or

         (d)      enter into any other preferential arrangement having a similar
                  effect to the arrangements set out in paragraphs (b) to (c)
                  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.

3.1.7    Loans and guarantees: not, without the prior written consent of the
         Majority Banks, and shall not permit any Subsidiary to make any loans,
         grant 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 in respect of the making of loans, granting of credit or giving of
         guarantees or indemnities to WWIC or any Subsidiary permitted under
         Clause 3.1.5 (Indebtedness) or Clause 3.1.6 (Negative pledge)), other
         than:

                                      -14-


         (a)      loans to, guarantees or indemnities in respect of employees
                  not to exceed Euro 2,500,000.00 or its equivalent, on a
                  consolidated basis, at any given time; and

         (b)      trade credit to unrelated parties in the ordinary course of
                  business.

3.2      UNDERTAKINGS OF THE SPONSORS

         Notwithstanding the Sponsors' obligations under Clause 2 (Guarantee)
         and as a separate and independent obligation, each of the Sponsors, on
         a joint and several basis, undertakes to the Senior Creditors that up
         to and including the Discharge Date it shall:

3.2.1    Sponsor Contributions: make Sponsor Contributions to ensure that as of
         the first Utilisation Date the aggregate amount of Share Capital of the
         Borrower and Subordinated Loans made to the Borrower shall be not less
         than Euro 78,500,000.

3.2.2    Additional Sponsor Contributions: make Sponsor Contributions to ensure
         that the aggregate amount of Share Capital of the Borrower and
         Subordinated Loans (excluding for the avoidance of doubt any amounts in
         respect of fees payable under the Management Agreement subordinated
         pursuant to clause 23.3(d)(vii) or 23.3(e) of the Facility Agreement)
         made to the Borrower (i) as of 21 October 2002 shall be not less than
         Euro 81,500,000, and (ii) as of 8 January 2003 shall be not less than
         Euro 86,060,000.

3.2.3    Subordinated Management Fees: convert the Subordinated Management Fees
         provided for under clause 23.3(e)(ii)(1) (Application of moneys on the
         Proceeds and Revenue Accounts) of the Facility Agreement into
         Subordinated Loans.

3.2.4    Technical and managerial capacity and assistance: provide to the
         Borrower such technical and managerial assistance consistent with
         prudent industry practice to enable the Borrower to undertake technical
         design of the Network, implement and operate the Network and provide
         trained seconded staff in accordance with the assumptions in the
         Initial Business Plan (without amendment) at the times and in the
         numbers as set out therein.

3.2.5    Change in ownership: provide the Off Shore Facility Agent, as soon as
         available, with information of any change in its ownership or the
         ownership of the Borrower.

3.2.6    Funding: promptly inform the Off Shore Facility Agent if the Parent
         ceases or indicates its intention to cease to provide financial
         assistance to the Sponsors to enable the Sponsors to comply with their
         financial obligations under the Finance Documents.

3.2.7    Additional information: provide such information as the Off Shore
         Facility Agent may reasonably request from time to time.

3.3      ADDITIONAL FUNDING OBLIGATIONS

         Notwithstanding any other provision of this Agreement and without
         prejudice to the Secured Creditors rights hereunder:

                                      -15-


         (a)      If at any time there is a Cash Shortfall the Sponsors shall
                  forthwith, on a joint and several basis, make Equity
                  Contributions to cure such Cash Shortfall.

         (b)      If the balance standing to the credit of the Debt Service
                  Reserve Account is less than the DSRA-Required Balance, each
                  of the Sponsors, on a joint and several basis, shall forthwith
                  make Sponsor Contributions to the Debt Service Reserve Account
                  to ensure that the balance standing to the credit of the Debt
                  Service Reserve Account is at least equal to the DSRA-Required
                  Balance provided that from (and including) the Second
                  Amendment Effective Date such contributions shall only be made
                  by way of Equity Contributions.

         (c)      If, at anytime, Debt Service Payments then due and payable
                  cannot be made in full by the Borrower in accordance with the
                  Facility Agreement, the Sponsors shall forthwith, on a joint
                  and several basis, make Equity Contributions to enable such
                  payments to be made by the Borrower.

3.4      UNDERTAKINGS OF THE SPONSORS AND THE SHAREHOLDERS

         Each of the Sponsors and the Shareholders, on a joint and several
         basis, undertakes to the Senior Creditors that up to and including the
         Discharge Date, it shall:

3.4.1    Transfers: not dispose of any of its Shares unless it has first
         satisfied the Transfer Conditions;

3.4.2    Shareholding of Borrower: not hold, in aggregate, 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);

3.4.3    Shareholding in competitors: not hold, in aggregate, more than 20% of
         the shares and/or not more than 20% of the controlling rights in any
         other Slovenian GSM telecommunications operator operating in the
         digital cellular 1800 network directly or indirectly;

3.4.4    Distributions: not permit any distribution by way of declared or
         constructive dividend payments or other payment from the Borrower, if
         such payment would constitute a breach by the Borrower of any of its
         obligations under the Facility Agreement;

3.4.5    Authorisations: assist the Borrower in obtaining the necessary
         Authorisations required to perform the Project;

3.4.6    Winding-Up of Borrower: not sue or commence proceedings against the
         Borrower or seek a resolution or order for the voluntary winding-up or
         dissolution of the Borrower and in any dissolution or winding up of the
         Borrower it shall not claim or sue for any payment in respect of its
         Shares, Sponsors Unsecured Loans or Subordinated Loans unless all
         amounts payable under the Finance Documents have been indefeasibly paid
         in full;

                                      -16-


3.4.7    Reduction of Share Capital: not approve the reduction or redemption of
         or permit the Borrower to reduce or redeem its Share Capital;

3.4.8    Performance of obligations: perform its obligations under the
         Management Agreement and, in all material respects, any other Material
         Contract to which it is a party and shall not:

         (a)      assign or transfer any of its rights or obligations
                  thereunder;

         (b)      except as permitted by the terms of the Facility Agreement,
                  make or agree to any material amendment, modification or
                  variation to, or make or agree to any suspension, early
                  termination or cancellation of, any of the Management
                  Agreement and any other Material Contract to which it is a
                  party or make or agree to any material amendment, modification
                  or variation to the organisational documents of the Borrower
                  in any manner which is inconsistent with the provisions of any
                  of the Finance Documents; or

         (c)      waive or grant any indulgence with respect to any material
                  right under any of the Material Contracts to which it is a
                  party;

3.4.9    Voting rights: not exercise its voting rights in a manner that would
         permit the Borrower to violate its obligations under the Finance
         Documents;

3.4.10   No encumbrances or disposals: not dispose of any of its rights under
         any Transaction Document to which it is a party and shall not grant any
         option with respect to, or create, incur, assume or suffer to exist any
         encumbrance over, any of its Shares or Subordinated Loans in the
         Borrower or any Transaction Document to which it is a party other than
         in each case encumbrances created under the Security Documents or
         encumbrances arising by operation of law which are being contested in
         good faith or for which appropriate reserves therefor have been made;

3.4.11   Abandonment: in its capacity as a Shareholder, not exercise its voting
         rights in the Borrower to cause or allow the Project to be abandoned or
         discontinued;

3.4.12   Repayment of Borrower payments: promptly repay to the Borrower any sum
         received by it (including by way of set-off) from the Borrower (in its
         respective capacity as Shareholder or as lender of the Sponsors'
         Unsecured Loans and Subordinated Loans), where the payment of such sum
         by the Borrower breaches its undertakings under the Facility Agreement
         or, in the case of a payment under the Sponsors Unsecured Loans or
         Subordinated Loans, if such payment was not due;

3.4.13   Amendments to documents: not agree to any amendment, variation or
         waiver of or in relation to the Sponsors Unsecured Loan Agreement or
         any other Finance Document to which it is a party which in the case of
         such other Finance Documents would materially adversely affect the
         rights of the Banks under such Finance Document;

                                      -17-


3.4.14   Maintain existence: preserve and maintain its corporate existence and
         corporate rights and obtain and maintain in full force and effect all
         necessary authorisations applicable to it in connection with any
         Material Contracts to which it is a party as and when such necessary
         authorisations are required to be obtained in accordance with
         applicable law;

3.4.15   Notification of Off Shore Facility Agent: promptly inform the Off Shore
         Facility Agent of any notice of termination, suspension or force
         majeure or any other material notice served or received by it in
         respect of any Transaction Document to which it is a party;

3.4.16   Mergers: shall not permit the Borrower to merge or consolidate with any
         other person, enter into any demerger transaction, or participate in
         any other type of corporate reconstruction;

3.4.17   Competition: shall not participate in any way whether in conjunction
         with any third party or any Affiliate in any telecommunication system
         (other than through the Borrower's exploitation of the Network) which
         provides services in Slovenia except as provided and in accordance with
         the terms and conditions set out in clause 24.33 (UMTS and other
         licences) of the Facility Agreement;

3.4.18   General assistance: when requested by the Off Shore Security Agent,
         execute, acknowledge or deliver or cause to be executed, acknowledged
         or delivered such documents that are necessary in order to maintain in
         full force and effect the Sponsors' and Shareholders' Obligations;

3.4.19   Transfer of Subordinated Debt: not (save as expressly permitted in the
         Finance Documents):

         (a)      assign, transfer or dispose of, or create or permit to subsist
                  any Security over, any of the Subordinated Debt owing to it or
                  its proceeds or any interest in that Subordinated Debt or its
                  proceeds, or any security therefor, to or in favour of any
                  person;

         (b)      subordinate any of the Subordinated Debt owing to it or its
                  proceeds to any sums owing by the Borrower to any person other
                  than the Senior Creditors; or

         (c)      transfer by novation or otherwise any of its rights or
                  obligations under any Subordinated Debt Document to any
                  person,

         unless:

                  (i)      that person agrees with the parties hereto that it is
                           bound by all the provisions of this Agreement and (if
                           applicable) the relevant Subordinated Debt Document
                           as a Sponsor or as a Shareholder (as applicable) in a
                           manner satisfactory to the Off Shore Facility Agent;

                  (ii)     in the case of Subordinated Debt that person creates
                           a new Security over such Subordinated Debt and/or has
                           taken the assignment, transfer or disposal subject to
                           any existing security over such Subordinated Debt
                           created pursuant to the

                                      -18-


                           Security Documents (in either case) in form and
                           substance satisfactory to the Majority Banks;

                  (iii)    the Off Shore Facility Agent has received any
                           relevant legal opinions in form and substance
                           satisfactory to it; and

                  (iv)     that person satisfies the Transferee Criteria; and

3.4.20   Confirmation of contributions: upon payment of any Subordinated Debt or
         Equity Contributions by a Shareholder or a Sponsor, promptly provide to
         the Off Shore Facility Agent a certificate duly executed by a director
         of the Borrower and a director of the Shareholder and/or Sponsor (as
         the case may be) confirming that the Subordinated Debt or Equity
         Contribution has been paid and received by the Borrower together with a
         true copy of bank statements of the Borrower evidencing such payment
         and any documents required by law to be given or issued in respect of
         such payment.

4.       REPRESENTATIONS AND WARRANTIES

4.1      INDIVIDUAL SPONSOR AND SHAREHOLDER REPRESENTATIONS AND WARRANTIES

         Each Sponsor and Shareholder, for itself, makes the following
         representations and warranties on the date of this Agreement which
         (other than those in Clause 4.1.8 (Information), Clause 4.1.13 (Share
         Capital) and Clause 4.1.16 (Information Memorandum, Initial Business
         Plan and Legal Due Diligence Report)) shall be repeated on each
         Utilisation Date and Repayment Date under the Facility Agreement and
         each payment date hereunder:

4.1.1    Corporate existence and due authorisation: it is a company duly
         incorporated and validly existing under the laws of its jurisdiction of
         incorporation and it has the power to enter into and perform, and has
         taken all necessary action to authorise its entry into, performance and
         delivery of, the Material Contracts to which it is a party and the
         transactions contemplated thereby, and each Material Contract to which
         it is a party constitutes (or will once executed) its legal, valid and
         binding obligation enforceable in accordance with its terms;

4.1.2    Authorisations: all necessary Authorisations required in connection
         with the entry into, performance, validity and enforceability of the
         Transaction Documents to which it is a party and the transactions
         contemplated thereby have been obtained or effected and are in full
         force and effect except Authorisations the failure of which to obtain
         would not have a Material Adverse Effect and Authorisations which are
         not required to be obtained by it until a future date and it is not
         aware of any reason why such necessary Authorisations required after
         the date hereof shall not be obtained and maintained. It is also in
         compliance in all material respects with the terms of the
         Authorisations referred to in this Clause 4.1.2;

4.1.3    Tax: under the applicable laws in force at the date hereof in the
         jurisdiction of its incorporation and the laws in force in the
         jurisdiction from which any amount is payable by it all amounts payable
         by it under this Agreement can be made free and clear of and without
         deduction or

                                      -19-


         withholding for or on account of any tax, and no stamp or registration
         duty or similar taxes or charges are payable in its jurisdiction of
         incorporation in respect thereof;

4.1.4    Legality: it has undertaken all acts, conditions and things required to
         be done, fulfilled and performed in order:

         (a)      to enable it lawfully to enter into and perform and comply
                  with its obligations under this Agreement; and

         (b)      to make this Agreement admissible in a court of law;

4.1.5    No conflict: the entry into and performance by it of, and the
         transactions contemplated by, the Finance Documents to which it is a
         party do not and will not:

         (a)      conflict with any applicable law or regulation or judicial or
                  official order;

         (b)      conflict with its constitutive documents; or

         (c)      to the best of its knowledge having made reasonable enquiry,
                  conflict with any document which is binding upon it or upon
                  any of its assets;

4.1.6    Pari passu: under the applicable laws of its jurisdiction, any claim of
         the Senior Creditors under the Finance Documents against it will rank
         at least pari passu with the claims of all its other unsecured and
         unsubordinated creditors, save for those claims which are preferred by
         any bankruptcy, insolvency, liquidation, tax or other similar laws of
         general application;

4.1.7    Applicable law: it is in compliance in all material respects with:

         (a)      all applicable laws; and

         (b)      its obligations under each Material Contract to which it is a
                  party;

4.1.8    Information: all of the information it supplied to the Senior Creditors
         and to the Independent Technical Consultant is true, complete and
         accurate in all material respects as at the date such information was
         supplied and it has not knowingly failed to disclose to the Senior
         Creditors or to the Independent Technical Consultant any facts or
         circumstances the omission of which would render any such information
         misleading in any material aspects;

4.1.9    Litigation: no litigation, arbitration, administrative proceeding or
         claim relating to it before any court, tribunal, arbitrator or other
         relevant authority is presently in progress, pending or, to the best of
         its knowledge, threatened against it and which, if resolved adversely
         to it could reasonably be expected to have a Material Adverse Effect;

4.1.10   Winding-up: it has not taken any corporate action nor have (to the best
         of its knowledge) any other steps been taken or legal proceedings been
         started against it for its winding-up, dissolution,

                                      -20-


         arrangement or reorganisation or for the appointment of a receiver,
         manager, receiver-manager, trustee or similar officer of it or any or
         all of its assets or revenues;

4.1.11   Financial statements:  its most recent audited financial statements:

         (a)      were prepared in accordance with US GAAP consistently applied
                  (unless expressly disclosed to the Off Shore Facility Agent in
                  writing to the contrary before the date of this Agreement);

         (b)      disclose all material liabilities (contingent or otherwise)
                  and all unrealised or anticipated losses required to be
                  disclosed by US GAAP as at the end of and during the relevant
                  financial period (unless expressly disclosed to the Off Shore
                  Facility Agent in writing to the contrary before the date of
                  this Agreement); and

         (c)      give a true and fair view of its financial condition and
                  operations as at the end of and during the relevant financial
                  period.

         Its financial year end and the financial year end of the Shareholder is
         31 December;

4.1.12   No material adverse change: since the date as at which the latest
         audited consolidated financial statements were stated to be prepared
         there has been no material adverse change in its business or financial
         condition;

4.1.13   Share Capital: as of the date hereof WWIC is the direct or indirect
         owner of 100 per cent of the registered Share Capital and no other
         Shares are currently in issue or proposed to be issued;

4.1.14   Encumbrances: there is no encumbrance and there is no agreement,
         arrangement or obligation to create or give an encumbrance, in relation
         to any of the issued or unissued Shares other than encumbrances
         constituted by the Security Documents or encumbrances arising by
         operation of law that are being contested in good faith or for which
         appropriate reserves therefor have been made;

4.1.15   Additional arrangements: there is no agreement, arrangement or
         obligation requiring the creation, allotment, issue, transfer,
         redemption or repayment of, or the grant to a person of the right
         (condition or not) to require the issue, transfer, redemption or
         repayment of a Share (including, without limitation, an option or right
         of pre-emption or conversion); and

4.1.16   Information Memorandum, Initial Business Plan and Legal Due Diligence
         Report: as at 30 April 2002 the information contained in the
         Information Memorandum, the Initial Business Plan and the Legal Due
         Diligence Report does not contain any information, data, assumption,
         statement of fact or circumstance which is untrue, or in the case of
         any assumption not considered reasonable, in a material respect or omit
         to state any information, data, assumption, fact or circumstance the
         omission of which could reasonably be expected to have a Material
         Adverse Effect.

                                      -21-


4.2      RELIANCE

         The Sponsors and Shareholders acknowledge that they make the
         representations in Clause 4.1 (Individual Sponsor and Shareholder
         representations and warranties) with the intention of inducing the
         Senior Creditors to enter into this Agreement and the Facility
         Agreement or, as the case may be, the Hedging Agreements and that the
         Senior Creditors enter into this Agreement and the Facility Agreement,
         the Lucent Loan Agreement or, as the case may be, the Hedging
         Agreements on the basis of, and in full reliance on, each of such
         representations.

4.3      NO PREJUDICE

         Each Senior Creditor's rights and remedies in relation to any
         misrepresentation or breach of warranty on the part of any of the
         Sponsors and/or Shareholders are not prejudiced:

4.3.1    by any investigation by or on behalf of any Senior Creditor into the
         affairs of any of the Sponsors and/or Shareholders;

4.3.2    by the execution or the performance of this Agreement; or

4.3.3    by any other act or thing which may be done by or on behalf of any
         Senior Creditor in connection with this Agreement and which might,
         apart from this Clause 4.3, prejudice such rights or remedies.

5.       UNDERTAKINGS IN RELATION TO SUBORDINATED DEBT

5.1      UNDERTAKINGS BY THE SHAREHOLDERS AND SPONSORS

         Until the Discharge Date, except:

         (a)      as the Majority Banks have previously consented in writing; or

         (b)      in the case of paragraph (i) below only, to the extent that
                  the amount concerned is permitted to be paid pursuant to
                  Clause 6.1 (Permitted payments),

         no Sponsor or Shareholder shall:

                  (i)      demand or receive payment, prepayment or repayment
                           of, or any distribution in respect of or on account
                           of, any Subordinated Debt in cash or in kind or apply
                           any money or property in discharge of any
                           Subordinated Debt and acknowledges that, until the
                           Discharge Date, no such Subordinated Debt is or shall
                           become due and payable;

                  (ii)     sell, transfer or otherwise dispose of any
                           Subordinated Debt other than in accordance with
                           Clause 18.2 (Assignments and transfers by the
                           Sponsors and Shareholders);

                  (iii)    discharge or seek to discharge any Subordinated Debt
                           by set-off or any right of combination of accounts;

                                      -22-


                  (iv)     claim or rank as a creditor in the insolvency,
                           winding up, bankruptcy or liquidation of the Borrower
                           other than in accordance with the provisions of
                           Clause 7 (Subordination on insolvency);

                  (v)      permit to subsist or receive any Security or any
                           guarantee or other assurance against financial loss
                           for, or in respect of, any Subordinated Debt;

                  (vi)     amend, vary, waive or release any Subordinated Debt
                           or the Subordinated Debt Documents; or

                  (vii)    take or omit any action whereby the ranking and/or
                           subordination arrangements provided for herein may be
                           impaired and if any such action is taken or omitted
                           to be taken then the Sponsors shall remedy the same
                           within ten (10) days.

5.2      UNDERTAKINGS BY THE BORROWER

         Until the Discharge Date, except:

         (a)      as permitted by Majority Banks; or

         (b)      in the case of paragraphs (i) and (ii) below, to the extent
                  that the amount concerned is permitted to be paid by Clause
                  6.1 (Permitted payments),

                  the Borrower shall not:

                  (i)      pay, prepay or repay, or make any distribution in
                           respect of or on account of, or purchase or acquire,
                           any Subordinated Debt in cash or in kind and
                           acknowledges that, until the Discharge Date, no such
                           Subordinated Debt is or shall become due and payable;

                  (ii)     give or permit to subsist any financial or other
                           support (including, without limitation, the taking of
                           any participation, the giving of any guarantee or
                           indemnity or the making of any deposit) to any person
                           in connection with any Subordinated Debt or to enable
                           any person to do any of the things referred to in
                           paragraph (i) above;

                  (iii)    discharge any Subordinated Debt by set-off or any
                           right of combination of accounts;

                  (iv)     create or permit to subsist any Security over any of
                           its assets for any Subordinated Debt;

                  (v)      amend, vary, waive, release or supplement any term of
                           any Subordinated Debt Document; or

                                      -23-


                  (vi)     take or omit any action whereby the ranking and/or
                           subordination arrangements provided for herein may be
                           impaired and if any such action is taken or omitted
                           to be taken then the Sponsors shall remedy the same
                           within ten (10) days.

6.       PERMITTED PAYMENTS

6.1      PERMITTED PAYMENTS

         Subject to Clause 6.2 (Suspension of permitted payments) and Clause 6.3
         (Turnover), the Borrower may pay or repay in cash, and any Sponsor or
         Shareholder may receive and retain payment or repayment in cash of,
         principal and/or interest on the Subordinated Debt where (but only to
         the extent (if at all) that) such payment or repayment is expressly
         permitted, subject to the terms of this Agreement, by the Facility
         Agreement.

6.2      SUSPENSION OF PERMITTED PAYMENTS

         Subject to Clause 7 (Subordination on Insolvency) and without prejudice
         to any prohibition on payment arising out of any other provision of the
         Finance Documents, until the Discharge Date, except as previously
         consented to by the Majority Banks in writing, the Borrower may not
         make any payment which would be prohibited by Clause 5.1 (Undertakings
         by the Shareholders and Sponsors) and/or 5.2 (Undertakings by the
         Borrower) but for the provisions of Clause 6.1 (Permitted Payments) if
         and so long as there is either a Potential Event of Default, an Event
         of Default or any default under any material provision of a Hedging
         Agreement.

6.3      TURNOVER

         If at any time prior to the Discharge Date:

         (a)      any Sponsor or Shareholder receives or recovers a payment or
                  distribution in cash or in kind of, or on account of, any of
                  the Subordinated Debt or the Borrower makes any payment or
                  distribution in cash or in kind on account of the purchase or
                  other acquisition of any of the Subordinated Debt which (in
                  any case) is prohibited by Clause 5.1 (Undertakings by the
                  Shareholders and Sponsors) and/or Clause 5.2 (Undertakings by
                  the Borrower) and not permitted by Clause 6.1 (Permitted
                  payments);

         (b)      any of the Subordinated Debt is discharged by set-off,
                  combination of accounts or otherwise; or

         (c)      a Shareholder or Sponsor receives any other amount in respect
                  of monies which have been paid or which have become payable by
                  a Shareholder or a Sponsor under this Agreement,

         the receiving Sponsor or Shareholder will forthwith pay to the Off
         Shore Facility Agent for application towards the Borrower's Obligations
         and shall hold the same on trust for such Agent pending such payment an
         amount equal to the lesser of:

                                      -24-


                           (1)      the outstanding aggregate unrecovered
                                    balance of the Borrower's Obligations; and

                           (2)      the amount of such payment, distribution,
                                    benefits of the set-off or combination or
                                    other recovery.

7.       SUBORDINATION ON INSOLVENCY

7.1      INSOLVENCY EVENTS

         If:

         (a)      any resolution is passed or order made for the winding up,
                  liquidation, dissolution, administration, reorganisation or
                  moratorium of the Borrower;

         (b)      the Borrower becomes subject to any insolvency, bankruptcy,
                  reorganisation, receivership (whether relating to all or part
                  of its assets and whether or not resulting from the
                  enforcement of any of the Security Documents), liquidation,
                  dissolution or moratorium or other similar proceeding,
                  voluntary or involuntary (and whether or not involving
                  insolvency);

         (c)      the Borrower assigns its assets for the benefit of its
                  creditors or enters into any arrangement with its creditors
                  generally or any arrangement whereby its affairs and/or assets
                  are submitted to the control of or protected from its
                  creditors is ordered or declared;

         (d)      the Borrower becomes subject to any distribution of its
                  assets, or has a liquidator, trustee in bankruptcy, judicial
                  custodian, compulsory manager, receiver, administrative
                  receiver, administrator or the like appointed with respect to
                  any of its assets (whether or not resulting from the
                  enforcement of any of the Security Documents); or

         (e)      anything analogous to any of the foregoing shall occur in
                  relation to the Borrower in any country or territory in which
                  it is incorporated or carries on any business,

         (together the "INSOLVENCY EVENTS") the provisions of Clauses 7.2
         (Subordination), 7.3 (Filing of claims), 7.4 (Distributions) and 9
         (Voting) shall apply.

7.2      SUBORDINATION

         In any of the circumstances mentioned in Clause 7.1 (Insolvency events)
         the Subordinated Debt will be subordinate in right of payment to the
         Borrower's Obligations.

                                      -25-


7.3      FILING OF CLAIMS

         In any of the circumstances mentioned in Clause 7.1 (Insolvency
         events), until the Discharge Date:

         (a)      the Off Shore Facility Agent (or, if not the Off Shore
                  Facility Agent, each Senior Creditor) may, and is irrevocably
                  authorised on behalf of each Sponsor and each Shareholder to:

                  (i)      claim, enforce and prove for any Subordinated Debt
                           owed by the Borrower;

                  (ii)     file claims and proofs, give receipts and take all
                           such proceedings and do all such things as the Off
                           Shore Facility Agent or the Senior Creditors may
                           reasonably consider appropriate to recover such
                           Subordinated Debt; and

                  (iii)    receive all distributions on such Subordinated Debt
                           for application in accordance with the Intercreditor
                           Agreement; and

         (b)      if and to the extent that the Off Shore Facility Agent or a
                  Senior Creditor is not entitled to claim, enforce, prove, file
                  claims or proofs, or take proceedings for the recovery of any
                  Subordinated Debt owed by the Borrower or elects not to do so,
                  the Sponsors and Shareholders will do so in good time as
                  requested by the Off Shore Facility Agent acting in accordance
                  with the instructions of the Majority Banks (acting
                  reasonably).

7.4      DISTRIBUTIONS

         In any of the circumstances mentioned in Clause 7.1 (Insolvency
         events), until the Discharge Date:

         (a)      each Sponsor and each Shareholder, upon demand, shall pay an
                  amount equal to all distributions in cash or in kind received
                  by or by any agent for such Sponsor or Shareholder in respect
                  of the Subordinated Debt in consequence of such circumstances
                  to the Off Shore Facility Agent for application in accordance
                  with the Intercreditor Agreement; and

         (b)      the trustee in bankruptcy, liquidator, assignee or other
                  person distributing the assets of the Borrower or their
                  proceeds shall be directed to pay distributions on the
                  Subordinated Debt concerned direct to the Off Shore Facility
                  Agent on behalf of the Senior Creditors for application in
                  accordance with the Intercreditor Agreement.

         Each Sponsor and each Shareholder will give all such notices and do all
         such things as the Off Shore Facility Agent may reasonably request to
         give effect to the provisions of this Clause 7 (Subordination on
         insolvency).

                                      -26-


8.       ENFORCEMENT BY THE SPONSORS

         Until the Discharge Date, unless the Majority Banks have previously
         consented in writing, no Sponsor or Shareholder shall:

         (a)      accelerate any of the Subordinated Debt or otherwise declare
                  any of the Subordinated Debt prematurely payable;

         (b)      enforce the Subordinated Debt by litigation, attachment,
                  set-off, execution or otherwise; or

         (c)      petition for (or vote in favour of any resolution for) or
                  initiate or support or take any steps with a view to any
                  insolvency, liquidation, reorganisation, administration or
                  dissolution proceedings or any voluntary arrangement or
                  assignment for the benefit of creditors or any similar
                  proceedings involving the Borrower, whether by petition,
                  convening a meeting, voting for a resolution or otherwise.

9.       VOTING

         In any of the circumstances mentioned in Clause 7.1 (Insolvency
         events), until the Discharge Date:

         (a)      the Off Shore Facility Agent acting on the instructions of the
                  Majority Banks may (and is hereby irrevocably authorised to)
                  exercise all powers of convening meetings, voting and
                  representation in respect of the Subordinated Debt and each
                  Sponsor and each Shareholder will provide all forms of proxy
                  and of representation requested by the Off Shore Facility
                  Agent for that purpose; and

         (b)      if and to the extent that the Off Shore Facility Agent is not
                  entitled to or does not wish itself to exercise a power
                  conferred by paragraph (a) above, each Sponsor and each
                  Shareholder shall:

                  (i)      exercise such power as the Off Shore Facility Agent
                           acting in accordance with the instructions of the
                           Majority Banks directs; and

                  (ii)     not exercise any power so as to impair the
                           subordination effected by this Agreement.

10.      FUNDING OF SPONSOR CONTRIBUTIONS AND NATURE OF OBLIGATIONS

10.1     SPONSOR CONTRIBUTIONS

         All Sponsor Contributions shall be made as Equity Contributions at all
         times after the Second Amendment Agreement Effective Date and prior to
         such date may also be made as Subordinated Loans. Unless otherwise set
         out herein, the proceeds of all Sponsor Contributions shall be credited
         to a Proceeds and Revenue Account. The proceeds of any Sponsor
         Unsecured Loans

                                      -27-


         shall be paid into the Loan Proceeds Account and applied in accordance
         with the Facility Agreement. Prior to making such Sponsor
         Contributions, each Sponsor shall inform the Off Shore Facility Agent
         in writing as to whether such payment is an Equity Contribution or a
         Subordinated Loan.

10.2     CONTINUING OBLIGATIONS

         The obligations of each Sponsor and Shareholder under this Agreement:

10.2.1   shall be in addition to and independent of every assurance, guarantee
         or security which any Senior Creditor may at any time hold for any of
         the obligations of the Borrower under the Finance Documents and such
         collateral or other security held by such Senior Creditor, the Off
         Shore Security Agent or the On Shore Security Agent or the liability of
         any person for all or any part of the Borrower's Obligations shall not
         be in any manner prejudiced or affected by this Agreement;

10.2.2   shall remain in full force and effect as a continuing security until
         the indefeasible payment in full of all amounts payable under the
         Finance Documents;

10.2.3   shall inure to the benefit of, and be enforced by, the Off Shore
         Security Agent and its successors, transferees and assigns;

10.2.4   shall be binding on each Sponsor and its successors and assigns; and

10.2.5   shall survive termination of any Transaction Document until the
         Discharge Date.

10.3     NO DEMAND

         Except as provided herein to the contrary the Sponsors' and
         Shareholders' Obligations are not subject to any prior notice to,
         demand upon or action against the Borrower or to any prior notice to
         the Sponsors and/or Shareholders with regard to any default by the
         Borrower.

10.4     PAYMENTS

10.4.1   All payments which the Sponsors and/or Shareholders are required to
         make under this Agreement shall be without any set-off, counterclaim or
         condition.

10.4.2   A certificate of any Senior Creditor or the Off Shore Security Agent
         stating:

         (a)      the amount of the Borrower's Obligations due and payable;

         (b)      any amount due and payable by the Sponsors and/or Shareholders
                  under this Agreement; or

         (c)      the amount of the Borrower's Obligations, whether currently
                  due and payable or not,

         shall be conclusive in the absence of manifest error.

                                      -28-


10.4.3   If for any reason, a trust in favour of, or a holding of property for,
         the Senior Creditors by a Shareholder or Sponsor under or pursuant to
         this Agreement is invalid or unenforceable, the Shareholder or Sponsor
         in question will, on the Off Shore Security Agent's demand, pay and
         deliver to the Off Shore Security Agent an amount equal to the payment,
         receipt or recovery in cash (or its value, if in kind) which it would
         otherwise have been bound to hold on trust for, or as property of, the
         Senior Creditors.

10.5     APPROPRIATION

10.5.1   Subject to the terms of the Finance Documents, each Senior Creditor may
         apply any amounts received by it hereunder in such manner as it
         determines in its absolute discretion.

10.5.2   If the Sponsors and/or Shareholders at any time pay to any Senior
         Creditor (or the Off Shore Security Agent) an amount less than the full
         amount then due and payable to such Senior Creditor by the Borrower
         under the relevant Finance Document, such Senior Creditor may allocate
         and apply such payment in any way or manner and for such purpose or
         purposes as such Senior Creditor or the Off Shore Security Agent in its
         sole discretion determines, notwithstanding any instruction that the
         Sponsors and/or Shareholders might give to the contrary.

10.5.3   Without prejudice to any part of this Clause 10.5, until the Discharge
         Date, each Senior Creditor (or any trustee, agent or other person
         acting on its behalf) may:

         (a)      refrain from applying or enforcing any other monies, security
                  or rights held or received by such Senior Creditor (or such
                  trustee, agent or other person) in respect of the Borrower's
                  Obligations, or apply and enforce the same in such manner and
                  order as it sees fit (whether against the Borrower's
                  Obligations or otherwise) and the Sponsors and/or Shareholders
                  shall not be entitled to the benefit of the same; and

         (b)      hold and keep for such time as it thinks prudent any monies
                  received, recovered or realised under this Agreement, to the
                  credit either of the Sponsors and/or Shareholders or such
                  other person or persons as it thinks fit or in a suspense
                  account for distribution in accordance with the Finance
                  Documents.

10.6     SURVIVAL OF OBLIGATIONS AND WAIVER OF DEFENCES

         Except as expressly provided herein, the Sponsors' and Shareholders'
         Obligations are irrevocable and unconditional irrespective of, and
         shall not be discharged, affected or impaired by any act, omission,
         circumstance (other than the occurrence of the Discharge Date), matter
         or thing which, but for this provision, would reduce, release or
         prejudice any of its obligations under this Agreement or which might
         otherwise constitute discharge or defence of a surety or a guarantor,
         including (whether or not known to the Borrower, Sponsors, Shareholders
         or any Senior Creditor):

10.6.1   the legality, validity or enforceability of the Borrower's Obligations,
         the Finance Documents or of any security under the Finance Documents,
         or any other document or security;

                                      -29-


10.6.2   the waiver of or consent by any of the Senior Creditors of any
         provision contained in this Agreement or the other Finance Documents;

10.6.3   the obtaining by any of the Senior Creditors of any judgement against
         the Borrower or any action to enforce such judgement or any other
         circumstance which might constitute a discharge or defence of the
         Sponsors and/or Shareholders;

10.6.4   the avoidability or unenforceability of this Agreement as regards any
         other Sponsor or Shareholder;

10.6.5   any assertion of, or failure to assert, or delay in asserting, any
         right, power or remedy against the Borrower or any other person, or in
         respect of any security for the Borrower's Obligations;

10.6.6   any amendment, variation, change, acceleration, renewal, modification,
         waiver, surrender, compromise, settlement, release, termination or
         replacement of the provisions of any Finance Document or of any other
         agreement or security between any Senior Creditor and the Borrower or
         between any Senior Creditor and any other party in relation to the
         Borrower's Obligations;

10.6.7   any extension of time, forbearance or concession given to the Borrower
         or any other party, or any increase, decrease, change in the manner,
         time or place of payment or calculation or other alteration of the
         Borrower's Obligations or any part thereof;

10.6.8   any taking, holding, reviewing, exchanging, varying, releasing, waiving
         or omitting to take, perfect or enforce any rights, remedies or
         securities against or granted by the Borrower or any other person or
         any non-presentment or non-observance of any formality or other
         requirement in respect of any instruments or any failure to realise the
         full value of any security;

10.6.9   any failure of the Borrower, the Sponsors or the Shareholders to comply
         with any requirement of any law, regulation or order;

10.6.10  the dissolution, liquidation, winding-up, amalgamation, merger,
         reorganisation or other alteration of the legal status or structure of
         the Borrower, any of the Sponsors or Shareholders or any other person
         the filing of any petition for the foregoing or the making of an
         assignment for the benefit of creditors or the appointment of a
         receiver or trustee to all or any significant part of the Borrower's, a
         Sponsor's or a Shareholder's assets;

10.6.11  any purported or actual assignment of all or part of the Borrower's
         Obligations by any Senior Creditor to any other party;

10.6.12  any sale, exchange, release, surrender, realization upon any property
         by whomsoever at any time pledged or mortgaged to secure, or howsoever
         securing, all or any of the Borrower's Obligations, and/or any offset
         thereagainst, or failure to perfect, or continue the perfection of, any
         Security in any such property, or delay in the perfection of any such
         Security, or any amendment or waiver of or consent to departure from
         any other guaranty for all or any of the Borrower's Obligations;

                                      -30-


10.6.13  any exercise or failure to exercise any rights against the Borrower or
         others (including the Sponsors and the Shareholders);

10.6.14  any settlement or compromise of any of the Borrower's Obligations, any
         security therefor or any liability (including any of those hereunder)
         incurred directly or indirectly in respect thereof or hereof, and any
         subordination of the payment of all or any part thereof to the payment
         of any of the Borrower's Obligations (whether due or not) of the
         Borrower to creditors of the Borrower other than the Sponsors and the
         Shareholders;

10.6.15  any manner of application of collateral, or proceeds thereof, to all or
         any of the Borrower's Obligations, or any manner of sale or other
         disposition of any collateral for all or any of the Borrower's
         Obligations or any other assets of the Borrower or any of its
         subsidiaries; or

10.6.16  any other circumstance howsoever caused or arising and whether or not
         similar to any of the foregoing (other than payment in full of the
         Borrower's Obligations by the Borrower or the Sponsors in accordance
         with the relevant Finance Documents or this Agreement, as the case may
         be) which might otherwise constitute a discharge or defence of a surety
         or a guarantor in whole or in part.

10.7     RIGHTS OF THE SENIOR CREDITORS

         The Senior Creditors may in accordance with the terms of the relevant
         Finance Document:

10.7.1   change, alter, renew, continue, extend and/or accelerate the time of
         payment of, all or any amounts outstanding under the relevant Finance
         Documents, or any part or parts thereof or renewal or renewals thereof;

10.7.2   amend, waive or replace any part of any Finance Document; and

10.7.3   settle or compromise any or all of the indebtedness owed by the
         Borrower under the Finance Documents or subordinate the payment of such
         indebtedness or any part thereof to the payment of any other debts or
         claims which may at any time be due or owing by the Borrower to the
         Senior Creditors;

         all in such manner and upon such terms as the Senior Creditors may see
         fit or be directed in writing and without notice to or consent from any
         of the Sponsors and/or Shareholders, who hereby agree to be and remain
         bound by this Agreement, irrespective of the effect upon the existence
         or status of the Borrower's Obligations.

                                      -31-


10.8     REINSTATEMENT

         If any payment by the Borrower, a Shareholder or a Sponsor or any
         discharge given by a Senior Creditor (whether in respect of the
         obligations of the Borrower, a Shareholder or a Sponsor or any security
         for any of those obligations or otherwise) is avoided or reduced as a
         result of insolvency or any similar event:

         (a)      the liability of the Borrower, that Shareholder or Sponsor
                  shall continue as if the payment, discharge, avoidance or
                  reduction had not occurred; and

         (b)      each Senior Creditor shall be entitled to recover the value or
                  amount of that security or payment from the Borrower, that
                  Shareholder or Sponsor, as the case may be, as if the payment,
                  discharge, avoidance or reduction had not occurred.

11.      NO SUBROGATION

11.1     If any amounts have become payable or have been paid by a Shareholder
         or a Sponsor under this Agreement or if the Borrower's Obligations are
         wholly or partially paid out of any proceeds received in respect of or
         on account of any Subordinated Debt owing to any Sponsor or
         Shareholder, no Sponsor or Shareholder shall, in respect of such
         monies, seek to enforce repayment, obtain the benefit of any security
         or exercise any other rights or legal remedies of any kind (including,
         without limitation, voting or exercising remedies as a lender) which
         may accrue to the Sponsor or Shareholder against the Borrower by virtue
         of this Agreement, whether by way of subrogation, offset, counterclaim
         or otherwise, in respect of the amount so payable or so paid, except
         after satisfaction in full of all of the Borrower's Obligations and the
         expiration of any and all applicable preference periods during which
         the payments credited to the satisfaction of the Borrower's Obligations
         may be required to be returned to the payor thereof or such person's
         trustee, receiver or other representative.

11.2     The subordination provisions in this Agreement constitute a continuing
         subordination and benefit to the ultimate balance of the Borrower's
         Obligations regardless of any partial payment or discharge of the
         Borrower's Obligations or Subordinated Debt.

12.      WAIVER

12.1     The Sponsors and Shareholders waive:

12.1.1   notice of any rescheduling of the Borrower's Obligations and of any
         change in the rate at which any of the Borrower's Obligations are
         accruing interest or fees;

12.1.2   promptness, diligence, nature of acceptance or any other notice with
         respect to this Agreement;

12.1.3   diligence, presentment and demand for payment of any of the Borrower's
         Obligations;

12.1.4   protest, notice of protest, notice of dishonour and notice of
         non-payment or default to the Shareholders and/or Sponsors or to any
         other person with respect to the Borrower's Obligations;

                                      -32-


12.1.5   filings of claims or proof of claims with a court in the event of any
         bankruptcy or insolvency proceedings as to which the Borrower is
         subject;

12.1.6   any right to require a proceeding or judgement first against the
         Borrower or any other persons or to require any Senior Creditor, the On
         Shore Security Agent or the Off Shore Security Agent to proceed against
         or enforce any other rights or security or claim payment from any
         person before claiming from the Sponsors or Shareholders under this
         Agreement;

12.1.7   any defences available to a surety under law; and

12.1.8   all other legally waivable notices, defences and benefits (other than
         payment in full of the Borrower's Obligations by the Borrower or the
         Sponsors in accordance with the relevant Finance Documents or this
         Agreement, as the case may be) to which the Sponsors or Shareholders
         might otherwise be entitled.

13.      CONSENTS

13.1     NEW TRANSACTIONS

         No Sponsor or Shareholder shall have any remedy against the Borrower or
         any of the Senior Creditors by reason of any transaction entered into
         between the Senior Creditors (or any of them) or the Agents or the
         Security Agents on their behalf and the Borrower relating to the
         Borrower's Obligations or otherwise which violates or is a default
         under any Subordinated Debt Document. No Sponsor or Shareholder may
         object to any such transaction by reason of any provisions of any
         Subordinated Debt Document.

13.2     OVERRIDE

         Any waiver or consent granted by an Agent, Security Agent or the
         Majority Banks under the Finance Documents will also be deemed to have
         been given by each Sponsor and Shareholder (each in its capacity as
         such) if and to the extent that any transaction or circumstances would,
         in the absence of such waiver or consent by any Sponsor or Shareholder,
         violate the terms of any Subordinated Loan or the terms of any
         Subordinated Debt Document or constitute a default thereunder.

14.      CONFLICT

         Notwithstanding any other provision of any other Transaction Document,
         the Shareholders and Sponsors agree that the terms of this Agreement
         shall, without prejudice to the rights of the Senior Creditors under
         this or any other Transaction Document, prevail over the rights of the
         Shareholders and Sponsors under any other Transaction Document
         (excluding the Shareholders Pledge Agreement, the provisions of which
         shall prevail in case of any conflicts between the Shareholders Pledge
         Agreement and this Agreement).

                                      -33-


15.      PRESERVATION OF SUBORDINATED DEBT

         Notwithstanding any term of this Agreement postponing, subordinating or
         preventing the payment of any of the Subordinated Debt, the
         Subordinated Debt concerned shall solely as between the Borrower and
         the Sponsor be treated as remaining due in accordance with the terms of
         the relevant Subordinated Debt Document for the purpose of accruing
         interest thereon (if applicable) pursuant to the relevant Subordinated
         Debt Document. No delay in exercising rights and remedies under any
         relevant Subordinated Debt Document by reason of any term of this
         Agreement postponing, restricting or preventing such exercise shall
         operate as a waiver of any of those rights and remedies.

16.      TAXES

16.1     PAYMENT AND GROSS UP

         All payments by a Sponsor or Shareholder under this Agreement shall be
         made without any deduction or withholding on account of any taxes
         unless that Sponsor or Shareholder is required by law to make such
         deduction or withholding, in which case the Sponsor or Shareholder
         shall:

16.1.1   ensure that the deduction or withholding does not exceed the minimum
         amount legally required; and

16.1.2   forthwith pay such additional amounts so as to ensure that the amount
         received by the recipient will equal the full amount which would have
         been made.

16.2     RECEIPTS

         If Clause 16.1 (Payment and gross up) applies and the relevant
         recipient so requires, the Sponsor or Shareholder shall deliver to such
         recipient official tax receipts evidencing payment (or certified copies
         of thereof) within thirty (30) days of the date of payment or receipt
         of such tax receipts (whichever is later).

16.3     STAMP DUTIES ETC

         The Sponsors shall pay all stamp, recording or similar taxes payable in
         respect of the execution, delivery and enforcement of this Agreement
         promptly when due.

16.4     TAX INDEMNITY

         If any Senior Creditor is obliged to make any payment on account of
         taxes referred to in Clause 16.1 (Payment and gross up) or if any other
         additional tax burdens occur in connection with this Agreement the
         Sponsors on a joint and several basis shall indemnify such Senior
         Creditor from any payment on account of such taxes.

17.      INDEMNITIES

17.1     CURRENCY INDEMNITY

         If any sum due from a Sponsor or a Shareholder under this Agreement or
         under any order or judgement given or made in relation hereto has to be
         converted from the currency (the "FIRST

                                      -34-


         CURRENCY") in which the same is payable under this Agreement or under
         such order or judgement into another currency (the "SECOND CURRENCY")
         for the purpose of:

17.1.1   making or filing a claim or proof against such Sponsor or Shareholder;
         or

17.1.2   obtaining an order of judgement given or made in relation hereto,

         the Sponsor or Shareholder shall on demand of the Off Shore Facility
         Agent pay to the Off Shore Facility Agent (or such person as the Off
         Shore Facility Agent may nominate) for account of each of the persons
         to whom such sum is owed an amount sufficient to indemnify such person
         from and against any loss suffered as a result of any discrepancy
         between:

         (a)      the rate of exchange used for such purpose to convert the sum
                  in question from the first currency into the second currency;
                  and

         (b)      the rate of exchange at which such person may in the ordinary
                  course of business purchase the first currency with the second
                  currency upon receipt of a sum paid to it in satisfaction, in
                  whole or in part, of any such order, judgement, claim or
                  proof.

         The obligations of each Sponsor and Shareholder under this Clause 17.1
         are separate from its other obligations under this Agreement and shall
         survive the giving or making of any judgement or order in relation to
         all or any of such other obligations.

17.2     PRESERVATION AND ENFORCEMENT RIGHTS

         The Sponsors and Shareholders shall from time to time on demand of the
         Off Shore Facility Agent reimburse the Senior Creditors for all
         reasonable out of pocket costs and expenses (including legal fees) on a
         full indemnity basis together with any VAT thereon incurred by them in
         connection with the preservation and/or enforcement of any of the
         rights of the Senior Creditors under this Agreement.

18.      SUCCESSORS, ASSIGNMENTS AND TRANSFERS

18.1     SUCCESSORS AND ASSIGNS

         This Agreement binds and benefits the respective successors and assigns
         of its parties.

18.2     ASSIGNMENTS AND TRANSFERS BY THE SPONSORS AND SHAREHOLDERS

         The Sponsors and Shareholders shall not without prior written approval
         by the Majority Banks assign or transfer all or any of their rights,
         benefits and obligations under this Agreement other than in accordance
         with the terms hereof.

18.3     ASSIGNMENTS AND TRANSFERS BY THE SENIOR CREDITORS

         Each of the Senior Creditors may at any time assign all its rights and
         benefits under this Agreement or transfer its rights and obligations
         under this Agreement in whole or in part to any other bank or financial
         institution in accordance with the Facility Agreement.

                                      -35-


19.      POWER OF ATTORNEY

19.1     By way of security for the obligations of each Sponsor and Shareholder
         under this Agreement, each Sponsor and Shareholder irrevocably appoints
         each Senior Creditor as its attorney to do anything which that Sponsor
         or Shareholder (a) has authorised that Senior Creditor to do under this
         Agreement and (b) is required and legally able to do by this Agreement
         but has failed to do for a period of ten (10) Business Days after
         receiving notice from the Senior Creditor requiring it to do so. Each
         Senior Creditor may delegate this power.

19.2     Each Sponsor and Shareholder further agrees to execute or procure the
         execution of and deliver to the Off Shore Security Agent such other
         powers of attorney, assignments or other instruments as may be
         requested by the Off Shore Security Agent in order to enable it to
         enforce any and all claims of the Secured Creditors upon or with
         respect to the Subordinated Debt or any part thereof and to collect and
         receive any and all payments or distributions which may be payable or
         deliverable to the Off Shore Security Agent at any time upon or with
         respect to the Subordinated Debt or any part thereof.

20.      REMEDIES AND WAIVERS, CUMULATIVE RIGHTS, PARTIAL INVALIDITY

20.1     REMEDIES AND WAIVER

         No failure to exercise, nor any delay in exercising, on the part of the
         Senior Creditors, any right or remedy under any Transaction Document
         shall operate as a waiver thereof, nor shall any single or partial
         exercise of any right or remedy prevent any further or other exercise
         thereof or the exercise of any other right or remedy.

20.2     OBLIGATIONS

         Notwithstanding anything to the contrary in this Agreement, in no event
         shall the obligations of the Sponsors and Shareholders under other
         Transaction Documents be deemed to limit the obligations of the
         Sponsors and Shareholders under this Agreement.

20.3     CUMULATIVE RIGHTS

         The rights and remedies provided in this Agreement are cumulative and
         not exclusive of any other rights and remedies provided in the Finance
         Documents or by law.

20.4     PARTIAL INVALIDITY

         Should any provision of this Agreement be invalid or unenforceable, in
         whole or in part, or should any provision later become invalid or
         unenforceable, this shall not affect the validity of the remaining
         provisions of this Agreement. In lieu of the invalid or unenforceable
         provision another reasonable provision shall apply, which as far as
         legally possible comes as close as possible to the intention of the
         contracting parties, or to what would have been their intention, in
         correspondence with the spirit and the purpose of this Agreement, had
         the Parties upon entering into this Agreement taken into consideration
         the invalidity or unenforceability of the respective provision.

                                      -36-


21.      RIGHTS OF THE BORROWER

         (a)      The Borrower shall not have any rights hereunder and none of
                  the undertakings herein contained on the part of the Senior
                  Creditors or the Sponsors are given (or shall be deemed to
                  have been given) to, or for the benefit of, the Borrower.

         (b)      The Borrower joins in this Agreement for the purpose of
                  acknowledging the priorities, rights and obligations recorded
                  in this Agreement and undertakes with each of the other
                  parties hereto to observe the provisions of this Agreement at
                  all times and not in any way to prejudice or affect the
                  enforcement of such provisions or do or suffer anything which
                  would be inconsistent with the terms of this Agreement.

22.      OTHER INFORMATION

         The Borrower authorises the Sponsors and Shareholders, and the Sponsors
         and the Shareholders authorise each of the Agents, the Security Agents
         and the Senior Creditors to disclose to and amongst themselves all
         information relating to the Borrower and all other information coming
         into the possession of any of them in connection with any of the
         Finance Documents and the Subordinated Debt Documents.

23.      UMTS REBATE

         Notwithstanding any provision of this Agreement, if, in accordance with
         Clause 24.33(b)(iv) (UMTS and other licences) of the Facility
         Agreement, the UMTS Subsidiary sells its UMTS license on a commercial
         arm's length terms basis then, unless an Event of Default has occurred
         and is continuing, the Borrower shall be entitled to remit to the
         Shareholders the proceeds of sale thereof.

24.      OVERSEAS RANKING

         All of the parties hereto undertake to take all action which can
         reasonably be taken by them in order that the intentions of the parties
         (solely as expressed in this Agreement) as to the relative ranking of
         priorities as between the Borrower's Obligations and the Subordinated
         Debt shall be given effect to in all relevant jurisdictions.

25.      NOTICES

25.1     COMMUNICATIONS IN WRITING

         Any communication, demand or notice to be made under or in connection
         with this Agreement shall be made in writing and, unless otherwise
         stated, may be made by fax or letter.

25.2     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 this Agreement is:

                                      -37-


         (a)      in the 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

         (b)      in the case of the Borrower's process agent:

                  CORPORATION SERVICE COMPANY

                  Address:      1177 Avenue of the Americas
                                17th Floor
                                New York, NY 10036-2721
                                USA

                  Telephone:    +1 212 299 9100
                  Fax:          +1 212 299 9102

         (c)      in the case of the Off Shore Facility Agent and the Banks:

                  IKB DEUTSCHE INDUSTRIEBANK AG

                  Address:      Wilhelm-Botzkes-Stra(ss)e 1
                                40474 Dusseldorf
                                Germany

                  Telephone:    +49 211 8221 4887 or +49 211 8221 4193
                  Fax:          +49 211 8221 2887 or +49 211 8221 2193
                  Attention of: Martina Messing or Dr. Peer Gunzel, Structured
                                Finance Department

                                      -38-


         (d)      in the case of the Sponsors and the Shareholders:

                  WESTERN WIRELESS INTERNATIONAL CORPORATION

                  Address:      3650 131st Avenue, S.E, Suite 400
                                Bellevue, Washington 98006
                                USA

                  Telephone:    +1 425 586 8700
                  Fax:          +1 425 586 8777
                  Attention of: Scott Alderman

         or any substitute address, fax number or department or officer as the
         relevant party may notify to the Off Shore Facility Agent (or the Off
         Shore Facility Agent may notify to the other Parties, if a change is
         made by the Off Shore Facility Agent) by not less than five (5)
         Business Days' notice.

25.3     DELIVERY

         (a)      Any communication or document made or delivered by one person
                  to another under or in connection with this Agreement 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,

                  and if a particular department or officer is specified as part
                  of its address details provided under Clause 25.2 (Addresses),
                  if addressed to that department or officer.

         (b)      Any communication or document to be made or delivered to the
                  Off Shore Facility Agent will be effective only when actually
                  received by the Off Shore Facility Agent and then only if it
                  is expressly marked for the attention of the department or
                  officer identified with the Off Shore Facility Agent's
                  signature below (or any substitute department or officer as
                  the Off Shore Facility Agent shall specify for this purpose).

         (c)      All notices from or to the Borrower shall be sent through the
                  Off Shore Facility Agent.

25.4     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 25.2 (Addresses) or
         changing its own address or fax number, the Off Shore Facility Agent
         shall notify the other Parties.

25.5     ENGLISH LANGUAGE

         Any notice given under or in connection with this Agreement shall be in
         English.

                                      -39-


26.      COUNTERPARTS

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

27.      AMENDMENTS

         Any amendment of any provision of this Agreement shall be in writing
         and signed by the Borrower, each of the Sponsors and Shareholders, and
         the Off Shore Security Agent (on behalf of the Majority Banks).

28.      GOVERNING LAW

         This Agreement shall be construed in accordance with and governed by
         the law of the State of New York, without reference to principles of
         choice of law thereof (other than sections 5-1401 and 5-1402 of the
         General Obligations Law of the State of New York).

29.      JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL

29.1     Each Shareholder, Sponsor and the Borrower irrevocably and
         unconditionally submits, for itself and its property, to the
         nonexclusive jurisdiction of the Supreme Court of the State of New York
         sitting in New York County and of the United States District Court of
         the Southern District of New York, and any relevant appellate court, in
         any action or proceeding arising out of or relating to any Finance
         Document, or for recognition or enforcement of any judgement, and each
         Party irrevocably and unconditionally agrees that all claims in respect
         of any such action or proceeding may be heard and determined in such
         New York State court or, to the extent permitted by law, in such
         Federal court. Each Party agrees that a final judgement in any such
         action or proceeding shall be conclusive and may be enforced in other
         jurisdictions by suit on the judgement or in any other manner provided
         by law. Nothing in any Finance Document shall affect any right that any
         Senior Creditor may otherwise have to bring any action or proceeding
         relating to any Finance Document against any party thereto or its
         properties in the courts of any jurisdiction.

29.2     Each Shareholder, Sponsor and the Borrower irrevocably and
         unconditionally waives, to the fullest extent it may legally and
         effectively do so, any objection that it may now or hereafter have to
         the laying of venue of any suit, action or proceeding arising out of or
         relating to any Finance Document in any court referred to in Clause
         29.1 (Jurisdiction; consent to service of process; waiver of jury
         trial). Each Party irrevocably waives, to the fullest extent permitted
         by law, the defense of an inconvenient forum to the maintenance of any
         such suit, action or proceeding in any such court.

29.3     EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
         LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
         DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY FINANCE
         DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON
         CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY

                                      -40-


         HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
         OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
         PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
         FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
         HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
         THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS CLAUSE 29.3.

30.      SERVICE OF PROCESS

30.1     Each Sponsor, Shareholder and the Borrower irrevocably appoints the
         parties (each such party, a "PROCESS AGENT") listed by its name in
         Schedule 4 (Process Agents) as its authorized agent on which any and
         all legal process may be served in any such action, suit or proceeding
         brought in the Supreme Court of the State of New York sitting in New
         York County and of the United States District Court of the Southern
         District of New York, and any relevant appellate court.

30.2     Each Sponsor, Shareholder and the Borrower agrees that service of
         process in respect of it upon its Process Agent, together with written
         notice of such service given to it in the manner provided in Clause 25
         (Notices), shall be deemed to be effective service of process upon it
         in any such action, suit or proceeding. Each Sponsor, Shareholder and
         the Borrower agrees that the failure of its Process Agent to give
         notice to it of any such service shall not impair or affect the
         validity of such service or any judgement rendered in any such action,
         suit or proceeding based thereon. If for any reason a Process Agent
         shall cease to be available to act as such, the relevant Sponsor,
         Shareholder or the Borrower, as the case may be, agrees to irrevocably
         appoint another such agent in New York City, as its authorized agent
         for service of process, on the terms and for the purposes of this
         Clause 30. Nothing herein shall in any way be deemed to limit the
         ability of any Senior Creditor to serve any such legal process in any
         other manner permitted by applicable law or to obtain jurisdiction over
         any Sponsor, Shareholder or the Borrower or bring actions, suits or
         proceedings against such party in such other jurisdiction, and in such
         manner, as may be permitted by applicable law.

31.      WAIVER OF IMMUNITY

         Each Shareholder, Sponsor and the Borrower waives generally any
         immunity it or its assets or revenues may otherwise have in any
         jurisdiction, including immunity in respect of:

31.1.1   the giving of any relief by way of injunction or order for specific
         performance or for the recovery of assets or revenues; and

31.1.2   the issue of any process against its assets or revenues for the
         enforcement of a judgement or, in an action in rem, for the arrest,
         detention or sale of any of its assets and revenues,

                                      -41-


         and agrees that in any Proceeding in the County of New York this waiver
         shall have the fullest scope permitted by the United States Sovereign
         Immunities Act 1976 and that this waiver is intended to be irrevocable
         for the purposes of such Act.

32.      EXPENSES

32.1     The Sponsors shall on a joint and several basis, pay or reimburse each
         Senior Creditor (to the extent reimbursement has not already been made
         by the Borrower upon receipt of notice thereof) for all out of pocket
         expenses, including fees and expenses of its legal counsel and any
         value added Tax or similar Tax, incurred by the Senior Creditors in
         connection with the performance, enforcement or protection or attempted
         enforcement or protection of its rights under this Agreement.

33.      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Parties and
         replaces and supersedes all prior agreements, memoranda,
         correspondence, communications, negotiations and representations,
         whether oral or written, express or implied, statutory or otherwise
         between the Parties.

                                      -42-


                                   SCHEDULE 1

                                 PROCESS AGENTS

(A)      The Borrower appoints as its Process Agent for Germany

         FIDEUROP TREUHANDGESELLSCHAFT FUR DEN GEMEINSAMEN MARKT MBH

         Address:      Marie-Curie Stra(ss)e 30
                       60439 Frankfurt am Main, Germany

         Telephone:    +49 69 95 870
         Fax:          +49 69 95 87 2584

         Attention of: Dr. Klaus Zimmerman

(B)      The Borrower appoints as its Process Agent for the United States of
         America

         CORPORATION SERVICE COMPANY

         Address:   1177 Avenue of the Americas
                    17th Floor, New York, N.Y.
                    10036-2721, U.S.A.

         Telephone: +1 212 299 9100
         Fax:       +1 212 299 9102

(C)      The Borrower appoints as its Process Agent for England and Wales

         LAW DEBENTURE CORPORATE SERVICES LIMITED

         Address:   Fifth floor
                    100 Wood Street
                    London, EC2V 7EX
                    England

         Telephone: +44 20 7696 5242
         Fax:       +44 20 7696 5262

                                      -43-


         SIGNATURE PAGE OF THE SECOND AMENDMENT AND RESTATEMENT OF THE
        SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE

THE BORROWER

WESTERN WIRELESS INTERNATIONAL D.O.O.

By:                             By:

Name:                           Name:
Title:                          Title:

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

OFF SHORE SECURITY AGENT AND OFF SHORE FACILITY AGENT

IKB DEUTSCHE INDUSTRIEBANK AG

By:                             By:

Name:                           Name:
Title:                          Title:

Address:      Wilhelm-Botzkes-Stra(ss)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 Dr. Peer Gunzel, Structured Finance Department



         SIGNATURE PAGE OF THE SECOND AMENDMENT AND RESTATEMENT OF THE
        SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE

THE SPONSORS

WESTERN WIRELESS INTERNATIONAL CORPORATION

By:                             By:

Name:                           Name:
Title:                          Title:

Address:      3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006,
              USA
Telephone:    +1 425 586 8161
Fax:          +1 425 586 8777
Attention of: Scott Alderman

WESTERN WIRELESS INTERNATIONAL SLOVENIA CORPORATION

By:                             By:

Name:                           Name:
Title:                          Title:

Address:      3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006,
              USA
Telephone:    +1 425 586 8161
Fax:          +1 425 586 8777
Attention of: Scott Alderman



         SIGNATURE PAGE OF THE SECOND AMENDMENT AND RESTATEMENT OF THE
        SPONSORS' AND SHAREHOLDERS' UNDERTAKING AND COMPLETION GUARANTEE

WESTERN WIRELESS INTERNATIONAL SLOVENIA II CORPORATION

By:                             By:

Name:                           Name:
Title:                          Title:

Address:      3650 131st Avenue, S.E., Suite 400, Bellevue, Washington 98006,
              USA
Telephone:    +1 425 586 8161
Fax:          +1 425 586 8777
Attention of: Scott Alderman

EX-12.1

                                                                    EXHIBIT 12.1

                          WESTERN WIRELESS CORPORATION
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (Dollars in thousands)



                                                                                                                 NINE
                                                                                                                MONTHS
                                                                                                                 ENDED
                                                                                                               SEPTEMBER
                                                                        YEAR ENDED DECEMBER 31,                   30,
                                           ----------------------------------------------------------------   ----------
                                              1998          1999          2000        2001           2002        2003
                                           -----------   -----------   ---------   ----------    ----------   ----------
                                                                                            
Income (loss) from continuing
     operations before provision
     for income taxes and cumulative
     change in accounting principle......  $   (13,359)  $   (48,121)  $   65,406  $ (143,564)   $  (92,050)  $   21,256

Adjust for:

     Minority interests in net loss of
       consolidated subsidiaries.........         (479)       (1,610)      (2,058)    (18,967)       (8,408)      (4,196)
     Equity in net (income) loss of
       unconsolidated affiliates, net of
       tax...............................        4,746        14,529         (658)      7,772        (4,219)      (1,549)
                                           -----------   -----------   ----------  ----------    ----------   ----------
 Income (loss) from continuing operations
     before provision for income taxes,
     cumulative change in accounting
     principle, minority interests in
     consolidated subsidiaries and income
     (loss) from equity investees........       (9,092)      (35,202)      62,690    (154,759)     (104,677)      15,511

Add:

     Fixed charges.......................       92,227        99,993      152,229     163,353       158,791      119,289
     Amortization of capitalized interest                                                 125           425          463

Deduct:

     Interest capitalized................                                              (1,500)       (2,100)        (150)
     Minority interest in pre-tax income
       of subsidiaries...................                                     488        (616)         (104)       6,954
                                           -----------   -----------   ----------  ----------    ----------   ----------

       Earnings..........................  $    83,135   $    64,791   $  215,407  $    6,603    $   52,335   $  142,067
                                           ===========   ===========   ==========  ==========    ==========   ==========

Fixed Charges:

     Interest and financing expense,
       net. .............................  $    92,227   $    99,993   $  152,229  $  161,853    $  156,691   $  119,139
     Interest capitalized................                                               1,500         2,100          150
                                           -----------   -----------   ----------  ----------    ----------   ----------

       Fixed Charges.....................  $    92,227   $    99,993   $  152,229  $  163,353    $  158,791   $  119,289
                                           ===========   ===========   ==========  ==========    ==========   ==========

Ratio of earnings to fixed charges.......         0.90          0.65         1.42        0.04          0.33         1.19
                                           ===========   ===========   ==========  ==========    ==========   ==========

Deficiency of earnings to cover fixed
       charges...........................  $    (9,092)  $   (35,202)  $        0  $ (156,750)   $ (106,456)  $        0
                                           ===========   ===========   ==========  ==========    ==========   ==========

EX-31.1

                                                                    EXHIBIT 31.1

CERTIFICATION

         I, John W. Stanton, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Western Wireless
         Corporation.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and we have:

         (a)      designed such disclosure controls and procedures or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

         (b)      evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this quarterly report
                  our conclusions about the effectiveness of the disclosure
                  controls and procedures, as of the end of the period covered
                  by this report based on such evaluation; and

         (c)      disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         a)       all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

                                                    By: /s/ JOHN W. STANTON
                                                        ----------------------
                                                        John W. Stanton
                                                        Chairman and Chief
                                                        Executive Officer

Dated:  November 7, 2003

EX-31.2

CERTIFICATION                                                       EXHIBIT 31.2

         I, M. Wayne Wisehart, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Western Wireless
         Corporation.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and we have:

         (a)      designed such disclosure controls and procedures or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

         (b)      evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this quarterly report
                  our conclusions about the effectiveness of the disclosure
                  controls and procedures, as of the end of the period covered
                  by this report based on such evaluation; and

         (c)      disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         a)       all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

                                                By: /s/ M. WAYNE WISEHART
                                                    ------------------------
                                                    M. Wayne Wisehart

                                                    Executive Vice President and
                                                    Chief Financial Officer

Dated: November 7, 2003

EX-32.1

                                                                    EXHIBIT 32.1

CERTIFICATION

            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                    (Subsections (a) and (b) of Section 1350,
                   Chapter 63 of Title 18, United States Code)

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections
(a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of Western Wireless Corporation, a Washington corporation
(the "Company"), does hereby certify, to such officer's knowledge, that:

         The Quarterly Report on Form 10-Q for the quarter ended September 30,
         2003 (the "Form 10-Q") of the Company fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934 and information contained in the Form 10-Q fairly presents, in
         all material respects, the financial condition and results of
         operations of the Company.

Dated: November 7, 2003

                                               By: /s/ JOHN W. STANTON
                                                   -----------------------------
                                                   John W. Stanton
                                                   Chairman and Chief
                                                   Executive Officer

         The foregoing certification is being furnished solely pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of
Section 1350, Chapter 63 of Title 18, United States Code).

EX-32.2

                                                                    EXHIBIT 32.2

CERTIFICATION

            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                    (Subsections (a) and (b) of Section 1350,
                   Chapter 63 of Title 18, United States Code)

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections
(a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of Western Wireless Corporation, a Washington corporation
(the "Company"), does hereby certify, to such officer's knowledge, that:

         The Quarterly Report on Form 10-Q for the quarter ended September 30,
         2003 (the "Form 10-Q") of the Company fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934 and information contained in the Form 10-Q fairly presents, in
         all material respects, the financial condition and results of
         operations of the Company.

Dated: November 7, 2003

                                                    By: /s/ M. WAYNE WISEHART
                                                        -----------------------
                                                        M. Wayne Wisehart
                                                        Executive Vice President
                                                        and Chief Financial
                                                        Officer

         The foregoing certification is being furnished solely pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of
Section 1350, Chapter 63 of Title 18, United States Code).