[Letterhead of TDS]
November 13, 1996
American Paging, Inc.
Suite 3100
1300 Godward Street, N.E.
Minneapolis, Minnesota 55413
Re: Revolving Credit Agreement dated January 1, 1994, as amended (the
"Revolving Credit Agreement"), between American Paging, Inc. (the
"Company") and Telephone
and Data Systems, Inc. ("TDS")
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Ladies and Gentlemen:
This letter will constitute TDS's agreement to amend the Revolving
Credit Agreement by changing all references to "$140,000,000" in the Revolving
Credit Agreement to "$150,000,000." All other terms and conditions of the
Revolving Credit Agreement shall remain in full force and effect.
TDS also hereby waives all defaults or events of default by the
Company under the Revolving Credit Agreement resulting from the violation of the
covenant in Section 7(b)(2) of the Revolving Credit Agreement or the insolvency
of the Company from the respective dates from any such default or event of
default through January 2, 1998.
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/ Murray L. Swanson
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Murray L. Swanson
Executive Vice President-
Finance
American Paging, Inc.
November 13, 1996
Page 2
Accepted and agreed to as of the date set forth above by Terrence T. Sullivan,
President of the Company, as acknowledged by Michelle M. Haupt, Controller of
the Company.
AMERICAN PAGING, INC.
By: /s/ Michelle M. Haupt
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Michelle M. Haupt
Controller