WESTERN WIRELESS CORP
EXHIBIT 10.38
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>5
<FILENAME>v91789exv10w38.txt
<DESCRIPTION>EXHIBIT 10.38
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.38

                                 FIRST AMENDMENT
                                TO LOAN AGREEMENT

         THIS FIRST AMENDMENT TO LOAN AGREEMENT, made as of July 9, 2003 (the
"Amendment"), is entered into by and among Western Wireless Corporation, a
Washington corporation, as Borrower (the "Borrower"), and the financial
institutions whose names appear as Lenders on the signature pages hereof.

                                   WITNESSETH:

         WHEREAS, the Borrower and Toronto Dominion (Texas), Inc., as
Administrative Agent (the "Administrative Agent"), are parties to that certain
Loan Agreement dated as of April 25, 2000 (the "Agreement"), together with the
Lenders, the Arranger, the Co-Documentation Agents, the Co-Syndication Agents,
the Managing Agents and the Co-Agents (each as defined in the Agreement); and

         WHEREAS, the Borrower has requested that the Lenders agree to amend the
Agreement as more fully set forth herein;

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree that all
capitalized terms used herein shall have the meanings ascribed thereto in the
Agreement except as otherwise defined or limited herein, and further agree as
follows:

         1.       Effective Date of this First Amendment. This Amendment shall
be effective, without any other action by the parties hereto, immediately upon
the full satisfaction or waiver of all of the conditions precedent to the
effectiveness of this Amendment set forth in Section 22 hereof. If all of such
conditions precedent have not been satisfied or waived by August 31, 2003, this
Amendment shall automatically terminate and be of no force or effect whatsoever,
and the Agreement shall remain in full force and effect in accordance with its
terms.

         2.       Amendments to Article 1.

                  (a)      The following defined terms contained in Article 1 of
the Agreement are hereby modified and amended as follows:

                           (i)      "Revolving A Commitment" is hereby modified
                  and amended by deleting the reference therein to
                  "$500,000,000" and replacing it with "$350,000,000"; and

                           (ii)     "Subordinated Debt" is hereby modified and
                  amended by (x) adding "and Section 7.17" to the end of the
                  list of Sections of the Agreement appearing at the end of
                  clause (b)(i) thereof and (y) deleting the text appearing in
                  clause (b)(iv) and replacing it with the following:

<PAGE>

                  "such subordinated Indebtedness for Money Borrowed shall
                  contain no covenants or provisions more restrictive, taken as
                  a whole, on the Borrower and its Subsidiaries than the more
                  restrictive of those contained herein or in the indentures for
                  the Senior Subordinated Notes; and"

                  (b)      The following new definition shall be added
immediately following the definition of "Event of Default", which new definition
shall read in its entirety as follows:

                  "'Excess Cash Flow' shall mean, for any fiscal year, based on
                  the audited financial statements for such fiscal year required
                  to be provided under Section 6.2 hereof, the remainder, if
                  any, without duplication, of (a) the Operating Cash Flow for
                  such fiscal year minus (b) the sum of the following: (i)
                  Capital Expenditures by the Borrower and its Restricted
                  Subsidiaries during such fiscal year; (ii) cash taxes paid by
                  the Borrower and its Restricted Subsidiaries during such
                  fiscal year; and (iii) Pro Forma Debt Service for the fiscal
                  year in which such prepayment is required to be made pursuant
                  to Section 2.15(a) hereof.

                  (c)      The following new definition shall be added
immediately following the definition of "Fee Letters", which new definition
shall read in its entirety as follows:

                  "'First Amendment Effective Date' shall mean the date on which
                  that certain First Amendment to Loan Agreement, made as of
                  July 9, 2003, between the Borrower and the Lenders party
                  thereto, becomes effective in accordance with its terms."

                  (d)      The following new definitions shall be added
immediately following the definition of "Senior Debt", which new definitions
shall read in their entirety as follows:

                   "'Senior Secured Debt' shall mean Indebtedness for Money
                  Borrowed of the Borrower evidenced by this Agreement or any of
                  the other Loan Documents."

                  "'Senior Secured Debt Leverage Ratio' shall mean, as of the
                  end of any fiscal quarter, the ratio of Senior Secured Debt to
                  Annualized Operating Cash Flow."

                  (e)      The following new definition shall be added
immediately following the definition of "Senior Subordinated Notes", which new
definition shall read in its entirety as follows:

                  "'Senior Unsecured Debt' shall mean senior Indebtedness for
                  Money Borrowed of the Borrower, unsecured with respect to the
                  Borrower and its Restricted Subsidiaries, subject to the
                  following: (i) the Borrower shall, in a certificate provided
                  on the date of incurrence of such senior Indebtedness for
                  Money Borrowed, demonstrate its current and projected pro
                  forma compliance (giving effect to the incurrence of such
                  senior

                                       2

<PAGE>

                  Indebtedness for Money Borrowed) with Sections 7.8, 7.9, 7.10,
                  7.11 and 7.17; (ii) there shall be no repayment of the
                  principal amount of such senior Indebtedness for Money
                  Borrowed including any sinking fund payments or other
                  principal payments until at least one year and one day after
                  the Maturity Date; (iii) the final maturity of such senior
                  Indebtedness for Money Borrowed must be at least one year and
                  one day after the Maturity Date; and (iv) such senior
                  Indebtedness for Money Borrowed shall contain no covenants or
                  provisions more restrictive, taken as a whole, on the Borrower
                  and its Subsidiaries than the more restrictive of those
                  contained herein or in the indentures for the Senior
                  Subordinated Notes."

         3.       Amendments to Section 2.3. Section 2.3(f) of the Agreement
("Applicable Margin") is hereby modified and amended by:

                  (a)      deleting the table in subsection (f)(i) and replacing
it with the following table:

<TABLE>
<CAPTION>
                                      Base Rate Advance          Eurodollar Advance
     Leverage Ratio                   Applicable Margin           Applicable Margin
     --------------                   -----------------          ------------------
<S>                                   <C>                        <C>
Greater than 5.00 but
less than or equal to 6.00                  1.250%                    2.250%
Greater than 4.00 but
less than or equal to 5.00                  1.000%                    2.000%
Less than or equal to
4.00                                        0.625%                    1.625%
</TABLE>

         ; and

                  (b)      amending and restating subsection (f)(ii) to read in
its entirety as follows:

                           "(ii)    With respect to Term B Loans, the Applicable
                  Margin for Eurodollar Advances shall be 3.25% per annum and
                  the Applicable Margin for Base Rate Advances shall be 2.25%
                  per annum."

         4.       Addition of New Section 2.15. There shall be added a new
Section 2.15 immediately following Section 2.14, which new Section 2.15 shall
read in its entirety as follows:

                           "Section 2.15. Mandatory Prepayments from Excess Cash
                  Flow and from Certain Incurrences of Indebtedness for Money
                  Borrowed.

                                       3

<PAGE>

                           (a)      Excess Cash Flow. In addition to the
                  scheduled repayments provided for in Section 2.4 hereof, on or
                  prior to April 30, 2004, and on or prior to each April 30
                  thereafter during the term of this Agreement, the Borrower
                  shall prepay the Loans in an amount equal to fifty percent
                  (50%) of Excess Cash Flow for the most recently completed
                  fiscal year.

                           (b)      Certain Incurrences of Indebtedness. In
                  addition to the scheduled repayments provided for in Section
                  2.4 hereof, the Borrower shall prepay the Loans in an amount
                  equal to sixty percent (60%) of the Net Proceeds received
                  after the First Amendment Effective Date from any Indebtedness
                  for Money Borrowed incurred by the Borrower pursuant to
                  Section 7.1 hereof, except for Indebtedness for Money Borrowed
                  (i) permitted by Section 7.1(a), (b), (d), (f), (g), (h) and
                  (i); (ii) incurred in connection with any Investments or
                  Acquisitions permitted under Section 7.6 hereof, including any
                  Indebtedness assumed by the Borrower or its Restricted
                  Subsidiaries in connection with such Investment or
                  Acquisition, to the extent that upon consummation of any such
                  Investment or Acquisition such Net Proceeds were invested in,
                  or used to acquire, Restricted Subsidiaries (it being
                  understood and agreed that in the event 60% of such Net
                  Proceeds are used to prepay the Loans pursuant to this Section
                  2.15(b), the balance of such Net Proceeds may be used, to the
                  extent permitted by this Agreement, to make Investments or
                  Acquisitions without any obligation to make Investments in or
                  to acquire Restricted Subsidiaries pursuant to this clause
                  (ii)); (iii) incurred at any time that the Leverage Ratio as
                  of the end of the immediately preceding fiscal quarter (after
                  giving pro forma effect to such incurrence of Indebtedness) is
                  less than 4.0 to 1.0; or (iv) incurred by reason of any
                  issuance by the Borrower of debt securities in a public
                  offering or a private placement between June 1, 2003 and the
                  first anniversary of the First Amendment Effective Date in an
                  amount up to the aggregate of (x) $400,000,000 and (y) an
                  additional $400,000,000 so long as the Borrower redeems,
                  repurchases or refinances all of the Senior Subordinated Notes
                  prior to the first anniversary of the First Amendment
                  Effective Date.

                           (c)      Application of Prepayments. Any prepayment
                  pursuant to this Section 2.15 shall be applied in accordance
                  with Section 2.6(b) of this Agreement."

         5.       Amendment to Section 5.14(a)(iii). Section 5.14(a)(iii) of the
Agreement is hereby modified and amended by adding "and Section 7.17" to the end
of the list of Sections of the Agreement appearing therein.

                                       4

<PAGE>

         6.       Amendment to Section 6.3(a)(ii). Section 6.3(a)(ii) of the
Agreement is hereby modified and amended by adding "and Section 7.17" to the end
of the list of Sections of the Agreement appearing therein.

         7.       Amendment to Section 7.1. Section 7.1 of the Agreement
("Indebtedness of the Borrower and its Restricted Subsidiaries") is hereby
modified and amended by deleting subsection (c) thereof and replacing it with
the following:

                  "(c)     Senior Unsecured Debt;"

         8.       Amendment to Section 7.4(a). The last sentence of Section
7.4(a) of the Agreement is hereby modified and amended by adding "and Section
7.17" to the end of the list of Sections of the Agreement appearing therein.

         9.       Amendments to Section 7.6(b). Section 7.6(b) of the Agreement
("Acquisitions") is hereby modified and amended by:

                  (a)      amending and restating Section 7.6(b)(i)(C) to read
in its entirety as follows:

                           "(C)     the Borrower and its Restricted Subsidiaries
                  may make Investments in Unrestricted Subsidiaries (I) that
                  were made prior to January 1, 2003 in accordance with this
                  Agreement (as then in effect) and (II) on or after January 1,
                  2003, in an amount not to exceed (without duplication) (x)
                  $100,000,000 in the aggregate plus (y) any dividends or
                  distributions, or repayments of loans or advances, paid by an
                  Unrestricted Subsidiary and received by the Borrower or its
                  Restricted Subsidiaries after January 1, 2003 plus (z) the Net
                  Proceeds from the sale or disposition of an Unrestricted
                  Subsidiary or of the assets of an Unrestricted Subsidiary to
                  the extent received by the Borrower or its Restricted
                  Subsidiaries after January 1, 2003."

                  ; and

                  (b)      modifying and amending Section 7.6(b)(ii)(A) by
adding "and Section 7.17" to the end of the list of Sections of the Agreement
appearing therein.

         10.      Amendments to Section 7.7. Section 7.7 of the Agreement
("Restricted Payments and Purchases") is hereby modified and amended by:

                  (a)      (i) deleting the reference to "6.50 to 1.00" in
Section 7.7(a) and replacing it with "4.00 to 1.00" and (ii) adding "and Section
7.17" to the end of the list of Sections of the Agreement appearing in Section
7.7(a);

                  (b)      (i) deleting the reference to "6.50 to 1.00" in
Section 7.7(b) and replacing it with "4.00 to 1.00" and (ii) adding "and Section
7.17" to the end of the list of Sections of the Agreement appearing in Section
7.7(b);

                                       5

<PAGE>

                  (c)      deleting the text of subsection (d) thereof and
replacing it with "Intentionally Omitted"; and

                  (d)      deleting the text of subsection (f) thereof and
replacing it with the following:

                  "The Borrower may redeem, repurchase or refinance the Senior
                  Subordinated Notes, including the payment of any fees or other
                  costs incurred in connection therewith."

         11.      Amendment to Section 7.8. Section 7.8 of the Agreement ("Ratio
of Operating Cash Flow to Cash Interest Expense") is hereby modified and amended
by deleting the period "March 31, 2003 and thereafter" and replacing it with
"March 31, 2003 through December 31, 2005", and adding the following at the end
of the table:

                  "March 31, 2006 and thereafter           2.50 to 1.00"

         12.      Amendment to Section 7.9. Section 7.9 of the Agreement ("Fixed
Charge Coverage Ratio") is hereby modified and amended by deleting "1.10 to
1.00" and replacing it with "1.00 to 1.00".

         13.      Amendment to Section 7.11. Section 7.11 of the Agreement
("Annualized Operating Cash Flow to Pro Forma Debt Service Ratio") is hereby
modified and amended by deleting "March 31, 2003 and thereafter 1.50 to 1.00"
and replacing it with the following at the end of the table:

                  "March 31, 2003 through June 30, 2004         1.25 to 1.00
                  September 30, 2004 and thereafter             1.00 to 1.00"

         14.      Addition of New Section 7.17. There shall be added a new
Section 7.17 immediately following Section 7.16, which new Section 7.17 shall
read in its entirety as follows:

                           "Section 7.17. Senior Secured Debt Leverage Ratio.
                  The Borrower shall not at any time permit the Senior Secured
                  Debt Leverage Ratio to exceed the ratio set forth below for
                  any fiscal quarter ending during the periods indicated below:

<TABLE>
<CAPTION>
         Period                    Senior Secured Debt Leverage Ratio
         ------                    ----------------------------------
<S>                                <C>
September 30, 2003 through
December 31, 2005                           4.00 to 1.00
March 31, 2006 and thereafter               3.50 to 1.00"
</TABLE>

         15.      Notice of Reduction of Revolving A Commitment. In accordance
with Section 2.7 of the Agreement, the Borrower hereby gives notice to the
Administrative Agent of its cancellation of a portion of the Revolving A
Commitment in an aggregate amount of $150 million.

                                       6

<PAGE>

         16.      Covenant Regarding Certain Net Proceeds. The Net Proceeds of
any issuance by the Borrower of debt securities in a public offering or a
private placement between June 1, 2003 and the first anniversary of the
effective date of this Amendment, including, without limitation, the Net
Proceeds from the issuance by the Borrower of its 4.625% Convertible
Subordinated Notes due 2023, in excess of $400,000,000 shall be used reasonably
promptly to redeem, repurchase or refinance the Senior Subordinated Notes;
provided, however, that in the event such Net Proceeds are in excess of
$800,000,000, the Borrower shall apply sixty percent (60%) of such Net Proceeds
in excess of $800,000,000 to make additional prepayments on the Term Loans and
Revolving B Loans (such prepayments to be applied in accordance with Section
2.6(b) of the Agreement).

         17.      Application of Prepayments.

                  (a)      The parties hereto agree that notwithstanding Section
2.6(b) of the Agreement (i) the prepayment of the Term A Loans, Term B Loans and
Revolving B Loans in the aggregate amount of $400 million contemplated by
Section 22(iii) of this Amendment shall be applied only to the Term A Loans, the
Term B Loans and the Revolving B Loans, such prepayment to be applied (x) to the
Term A Loans, the Term B Loans and the Revolving B Loans as follows:

                  Term A Loans           $150 million
                  Term B Loans           $100 million
                  Revolving B Loans      $150 million

and (y) in the order of the maturities thereof, and (ii) the reduction in the
Revolving A Commitment in the amount of $150 million contemplated by Section 15
of this Amendment shall be applied to the Revolving A Commitment in the order of
maturity thereof and the respective Revolving A Commitment of each Lender shall
be reduced in accordance with the Agreement to give effect to such reduction.

                  (b)      For the avoidance of doubt, such repayments of the
Term A Loans, the Term B Loans and the Revolving B Loans to be made by the
Borrower pursuant to this Amendment shall be applied in the order of maturities
set forth in Sections 2.4(b), (c) and (d) of the Agreement (i.e., to earliest
maturities first), and Section 2.4 of the Agreement shall not be modified or
amended by this Amendment. In addition, for the avoidance of doubt, the
reduction in the Revolving A Commitment in the amount of $150 million
contemplated by Section 15 of this Amendment shall be applied to the Revolving A
Commitment in the order of maturity thereof set forth in Section 2.4(a) of the
Agreement (i.e., to earliest maturities first), and accordingly the Revolving A
Commitment shall be reduced by the amount set forth in the table below as of the
applicable calendar quarter end, in accordance with such Section 2.4(a), as
follows:

                                       7

<PAGE>

<TABLE>
<CAPTION>
                                                Amount of Revolving A
Quarter Ending                                 Commitment to be Reduced
--------------                                 ------------------------
<S>                                            <C>
March 31, 2003                                       $12,500,000
June 30, 2003                                        $12,500,000
June 30, 2005                                        $12,500,000
September 30, 2005                                   $31,250,000
December 31, 2005                                    $31,250,000
March 31, 2006                                       $31,250,000
June 30, 2006                                        $31,250,000
September 30, 2006                                   $31,250,000
December 31, 2006                                    $31,250,000
March 31, 2007                                       $25,000,000
June 30, 2007                                        $25,000,000
September 30, 2007                                   $25,000,000
December 31, 2007                                    $25,000,000
March 31, 2008                                       $25,000,000
</TABLE>

         18.      Waiver in Connection with Refinancing of Senior Subordinated
Notes. Notwithstanding anything to the contrary contained in the Agreement, any
Indebtedness incurred by the Borrower for the purpose of redeeming, repurchasing
or refinancing the Senior Subordinated Notes as contemplated by this Amendment
shall be disregarded for purposes of compliance with the covenants contained in
Sections 7.8 through 7.11 and Section 7.17 of the Agreement (including, without
limitation, in connection with any Performance Certificate required to be
delivered with respect to such covenants), and no Default or Event of Default
shall be deemed to have occurred or be continuing resulting from a violation of
such covenants caused by such incurrence so long as such redemption, repurchase
or refinancing is effected and consummated within 60 days of such incurrence.

         19.      No Other Amendment or Waiver. Except for the amendments set
forth herein, the text of the Agreement and all other Loan Documents shall
remain unchanged and in full force and effect. The Borrower hereby (i) confirms
and agrees that each Loan Document to which it is a party is, and shall continue
to be, in full force and effect and is hereby ratified and confirmed in all
respects and (ii) confirms and agrees that to the extent that any Loan Document
purports to grant to the Lenders or the Administrative Agent a security interest
in or lien on, any collateral as security for the Obligations of the Borrower
from time to time existing in respect of the Agreement and the Loan Documents,
such security interest or lien is hereby ratified and confirmed in all respects.

         20.      Representations and Warranties. The Borrower hereby represents
and warrants in favor of the other parties hereto as follows:

                                       8

<PAGE>

                  (i)      each representation and warranty set forth in Article
         4 of the Agreement is, to the extent required to be repeated pursuant
         to Section 4.2 of the Agreement on the date of an Advance, hereby
         repeated and affirmed as true and correct in all material respects on
         and as of the date hereof, after giving effect to any updates to
         information provided to the Lenders pursuant to the Agreement, as if
         made on and as of the date hereof;

                  (ii)     the Borrower has the power, corporate or otherwise,
         and has taken all necessary action to authorize, execute, deliver and
         perform this Amendment (and the Agreement as amended hereby) in
         accordance with its terms, and to consummate the transactions
         contemplated hereby;

                  (iii)    this Amendment has been duly authorized, validly
         executed and delivered by one or more Authorized Signatories of the
         Borrower and is (and the Agreement as amended hereby is) the legal,
         valid and binding obligation of the Borrower, enforceable against the
         Borrower in accordance with its terms, subject, as to enforcement of
         remedies, to the following qualifications: (i) an order of specific
         performance and an injunction are discretionary remedies and, in
         particular, may not be available where damages are considered an
         adequate remedy at law, (ii) enforcement may be limited by bankruptcy,
         insolvency, liquidation, reorganization, reconstruction and other
         similar laws affecting enforcement of creditors' rights generally
         (insofar as any such law relates to the bankruptcy, insolvency or
         similar event of the Borrower) and (iii) enforcement may be subject to
         general principles of equity (regardless of whether such enforcement is
         considered in a proceeding in equity or at law) and may be limited by
         public policies that may affect the enforcement of certain rights or
         remedies provided for in this Amendment;

                  (iv)     the execution and delivery of this Amendment and
         performance by the Borrower of its Obligations under this Amendment
         (and the Agreement as amended hereby), do not and will not: (A) require
         any consent or approval, governmental or otherwise, not already
         obtained, (B) violate any Applicable Law applicable to the Borrower or
         any Subsidiary of the Borrower, (C) conflict with, result in a breach
         of, or constitute a default under the organizational documents of the
         Borrower or any Subsidiary of the Borrower or under any material
         indenture, agreement or other instrument to which the Borrower or any
         of its Subsidiaries is a party or by which any of them or their
         properties may be bound, (D) conflict with, result in a breach of, or
         constitute a default or violation of, the terms and conditions of any
         of the material Licenses or (E) result in or require the creation or
         imposition of any Lien upon or with respect to any property now owned
         or hereafter acquired by the Borrower or any of its Subsidiaries,
         except for Permitted Liens; and

                  (v)      before and immediately after giving effect to this
         Amendment, no event exists, or would result from this Amendment, that
         constitutes a Default or an Event of Default.

                                       9

<PAGE>

         21.      Documents Delivered by the Borrower. The following documents
shall be delivered by the Borrower to the Administrative Agent concurrently with
the execution of this Amendment:

                           (i)      duly executed Amendment signed by the
                  Borrower;

                           (ii)     loan certificate, in substantially the form
                  of Exhibit M to the Agreement, from the Borrower together
                  with: (A) certificates of good standing for the Borrower
                  issued by the Secretary of State or similar state official for
                  the state in which such Borrower is organized and (B) a true,
                  complete and correct copy of the appropriate authorizing
                  resolutions of such Borrower, authorizing such Borrower to
                  execute, deliver and perform this Amendment, as certified by
                  the Secretary of the Borrower;

                           (iii)    certificate of a duly authorized officer of
                  the Borrower, dated the date of this Amendment, as to the
                  truth and correctness in all material respects of the
                  representations and warranties contained in Section 20 hereof;

                           (iv)     legal opinion of Friedman Kaplan Seiler &
                  Adelman LLP, special counsel to the Borrower, dated the date
                  of this Amendment, addressed to the Agents and the Lenders, in
                  form and substances satisfactory to the Administrative Agent
                  and its counsel;

                           (v)      that certain engagement letter with FTI
                  Consulting, Inc. in connection with this Amendment, duly
                  executed by the Borrower; and

                           (vi)     such other documents and instruments as may
                  be requested by the Administrative Agent.

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

                           (i)      the Administrative Agent shall have
                  received, on behalf of the Lenders consenting to the terms and
                  provisions of this Amendment, an amendment fee equal to
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT] of such Lenders' Revolving A
                  Commitment and outstanding Revolving B Loans and Term Loans,
                  after giving effect to the reduction of the Revolving A
                  Commitment contemplated by Section 15 hereof and the
                  prepayments contemplated by Section 17 hereof (such amount to
                  be allocated according to their respective commitment ratios),
                  payable to such Lenders which have executed this Amendment on
                  or before July 9, 2003;

                           (ii)     the Administrative Agent shall have
                  received, on behalf of the Lenders consenting to the terms and
                  provisions of this Amendment, an

                                       10

<PAGE>

                  amendment fee equal to [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of such
                  Lenders' Revolving A Commitment and outstanding Revolving B
                  Loans and Term Loans, after giving effect to the reduction of
                  the Revolving A Commitment contemplated by Section 15 hereof
                  and the prepayments contemplated by Section 17 hereof (such
                  amount to be allocated according to their respective
                  commitment ratios), payable to such Lenders which have
                  executed this Amendment after July 9, 2003 but on or before
                  July 15, 2003;

                           (iii)    the Term Loans and the Revolving B Loan
                  shall have been prepaid in the amount of $400,000,000, such
                  amount to be applied to the Term A Loans, Term B Loans and
                  Revolving B Loans in the order of maturity (i.e., to earliest
                  maturities first) as follows:

                         Term A Loans                $150 million
                         Term B Loans                $100 million
                         Revolving B Loans           $150 million; and

                           (iv)     the Majority Lenders shall have executed and
                  delivered this Amendment.

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

         24.      Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK.

         25.      Loan Document. This Amendment shall be deemed to be a Loan
Document for all purposes. Each Loan Document shall on the effective date of
this Amendment be deemed without any further action by any Person to be amended
to the extent necessary to reflect the amendments set forth herein.

         26.      Severability. Each provision of this Amendment shall be
considered separable and if for any reason any provision or provisions are
determined to be non-binding, invalid, unenforceable or illegal in any respect,
such non-binding provision or such invalidity, unenforceability or illegality
shall not affect any other provisions of the Agreement or of this Amendment,
which other provisions shall remain in full force and effect in accordance with
their terms.

                                       11

<PAGE>

                         [SIGNATURES ON FOLLOWING PAGES]

                                       12

<PAGE>

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

BORROWER:                           WESTERN WIRELESS CORPORATION

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                                    Attest: _______________________________
                                    Name:   _______________________________
                                    Title:  _______________________________

                                       13

<PAGE>

NAME OF LENDER:            ________________________________________

                           By:_____________________________________

                           Name:___________________________________

                           Title:__________________________________

Date Delivered:________________________

         [Lender's Signature Page to First Amendment to Loan Agreement]

                                       14


</TEXT>
</DOCUMENT>
