[Letterhead of TDS]


February 27, 1995



American Paging, Inc.
1300 Godward Street NE
Minneapolis, MN  55413

RE:  Revolving Credit Agreement dated January 1, 1994, (the "Revolving Credit
     Agreement"), between American Paging, Inc. ("API") and Telephone and Data
     Systems, Inc. ("TDS")

Gentlemen:

This letter will constitute TDS's agreement to amend the Revolving Credit 
Agreement by changing all of the references to "$60,00,000" in the Revolving 
Credit Agreement to "$90,000,000."  All of the 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 the copy of 
this letter and return it to the undersigned.

                              Very truly yours,

                              TELEPHONE AND DATA SYSTEMS, INC.


                              By:    /s/ Murray L. Swanson                
                                   --------------------------------------
                                   Murray L. Swanson
                                   Executive Vice President - Finance

Accepted and agreed to as of the date set forth above.

                              AMERICAN PAGING, INC.


                              By:   /s/ Terry M. Busse                         
                                   --------------------------------------
                                   Terry M. Busse
                                   Vice President, Finance