[Letterhead of TDS]
April 15, 1996
American Paging, Inc.
Suite 3100
1300 Godward Street, N.E.
Minneapolis, Minnesota 55413
Re: Revolving Credit Agreement dated January 1, 1994, as last amended
December 31, 1995 (the "Revolving Credit Agreement"), between American
Paging, Inc. (the "Company") and Telephone and Data Systems, Inc.
("TDS")
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Gentlemen:
This letter will constitute TDS's agreement to correct the Revolving
Credit Agreement by amending and restating Section 7(b)(2) thereof in its
entirety to read as follows:
"(2) the Company shall not permit its consolidated equity to be
less than 30% of its consolidated liabilities (including, without
limitation, the Note, accounts payable and other liabilities, but
excluding customer deposits and unearned revenues);"
All other terms and conditions of the Revolving Credit Agreement shall
remain in full force and effect.
Please acknowledge your agreement to this amendment by executing a
copy of this letter and return it to the undersigned.
Very truly yours,
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ Ronald D. Webster
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Ronald D. Webster
Vice President and Treasurer
American Paging, Inc.
April 15, 1996
Page 2
Accepted and agreed to as of the date set forth above.
AMERICAN PAGING, INC.
By: /s/ Terrence T. Sullivan
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Terrence T. Sullivan
Vice President - Finance (Chief Financial
Officer) and Treasurer