Exchange Agent Agreement (2003)Full Document 

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                                                                October   , 2003

                            EXCHANGE AGENT AGREEMENT

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286
Attention:  Corporate Trust Administration

Ladies and Gentlemen:

            Western Wireless Corporation, a Washington corporation (the
"Company") proposes to make an offer (the "Exchange Offer") to exchange all of
its outstanding 9.250% Senior Notes due 2013 (the "Old Securities") for its
9.250% Senior Notes due 2013 that have been registered under the Securities Act
of 1933, as amended (the "New Securities"). The terms and conditions of the
Exchange Offer as currently contemplated are set forth in a prospectus, dated
___________ (the "Prospectus"), proposed to be distributed to all record holders
of the Old Securities. The Old Securities and the New Securities are
collectively referred to herein as the "Securities".

            The Company hereby appoints The Bank of New York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer, and The Bank
of New York hereby accepts this appointment, subject to the provisions hereof.
References hereinafter to "you" shall refer to The Bank of New York.

            The Exchange Offer is expected to be commenced by the Company on or
about _____________. The Letter of Transmittal accompanying the Prospectus (or
in the case of book-entry securities, the Automated Tender Offer Program
("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used
by the holders of the Old Securities to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for Old Securities
tendered in connection therewith.

            The Exchange Offer shall expire at 5:00 p.m., New York City time, on
_________ or on such subsequent date or time to which the Company may extend the
Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set
forth in the Prospectus, the Company expressly reserves the right to extend the
Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (promptly confirmed in writing) or written notice to you before 9:00 a.m.,
New York City time, on the business day following the previously scheduled
Expiration Date.

            The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Securities not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under the caption "The
Exchange Offer - Conditions to the Exchange Offer." The Company will give oral
(promptly confirmed in writing) or written notice of any amendment, termination
or nonacceptance to you as promptly as practicable.

            In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:

            1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith and without gross negligence or
willful misconduct be limited by the foregoing.

            2. You will establish a book-entry account with respect to the Old
Securities at The Depository Trust Company (the "Book-Entry Transfer Facility")
for purposes of the Exchange Offer within two business days after the date of
the Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Securities by causing the Book-Entry Transfer Facility to transfer such Old
Securities into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.

            3. You are to examine each of the Letters of Transmittal and
certificates for Old Securities (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Old Securities to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth

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