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                          AMERICAN CELLULAR CORPORATION

                    9 1/2% SENIOR SUBORDINATED NOTES DUE 2009

                          REGISTRATION RIGHTS AGREEMENT

                                  June 4, 2001

Banc of America Securities LLC
Lehman Brothers Inc.
Deutsche Banc Alex.Brown Inc.
First Union Securities, Inc.
     c/o Banc of America Securities LLC
     9 West 57th Street, 48th Floor
     New York, New York 10019

Ladies and Gentlemen:

                  American Cellular Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell (the "Initial Placement") to Banc of
America Securities LLC, Lehman Brothers Inc., Deutsche Banc Alex. Brown Inc.,
and First Union Securities, Inc. (the "Initial Purchasers") upon terms set
forth in a purchase agreement dated as of May 30, 2001 (the "Purchase
Agreement") among the Company and the Initial Purchasers, $250,000,000 of its
9 1/2% Senior Subordinated Notes due 2009 (the "Initial Notes"). As an
inducement to you to enter into the Purchase Agreement and purchase the
Initial Notes and in satisfaction of a condition to your obligations under
the Purchase Agreement, the Company agrees with you for the benefit of the
holders from time to time of the Initial Notes (including the Initial
Purchasers) (each of the foregoing a "Holder" and together the "Holders"), as
follows:

         1. DEFINITIONS. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have
the following meanings:

                  "AFFILIATE" of any specified person means any other person
         that, directly or indirectly, is in control of, is controlled by, or is
         under common control with, such specified person. For purposes of this
         definition, control of a person means the power, direct or indirect, to
         direct or cause the direction of the management and policies of such
         person whether by contract or otherwise; and the terms "controlling"
         and "controlled" have meanings correlative to the foregoing.

                  "CLOSING DATE" has the meaning set forth in the Purchase
         Agreement.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMPANY" has the meaning set forth in the preamble hereto.

                  "DAMAGES PAYMENT DATE" means, with respect to the Initial
         Notes, each date on which interest is paid in accordance with the
         Indenture.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations of the Commission promulgated
         thereunder.

                  "EXCHANGE OFFER" means the proposed offer to the Holders to
         issue and deliver to such Holders, in exchange for the Initial Notes, a
         like aggregate principal amount of Exchange Notes.

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                  "EXCHANGE OFFER REGISTRATION PERIOD" means the longer of (A)
         the period until the consummation of the Exchange Offer and (B) two
         years after effectiveness of the Exchange Offer Registration Statement,
         exclusive of any period during which any stop order shall be in effect
         suspending the effectiveness of the Exchange Offer Registration
         Statement; PROVIDED, HOWEVER, that in the event that all resales of
         Exchange Notes (including, subject to the time periods set forth
         herein, any resales by Exchanging Dealers) covered by such Exchange
         Offer Registration Statement have been made, the Exchange Offer
         Registration Statement need not remain continuously effective for the
         period set forth in clause (B) above.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" means a Registration
         Statement of the Company on an appropriate form under the Securities
         Act with respect to the Exchange Offer, all amendments and supplements
         to such Registration Statement, including post-effective amendments, in
         each case including the Prospectus contained therein, all exhibits
         thereto and all material incorporated by reference therein.

                  "EXCHANGE NOTES" means securities issued by the Company,
         identical in all material respects to the Notes to be issued under the
         Indenture.

                  "EXCHANGING DEALER" means any Holder (which may include the
         Initial Purchasers) that is a broker-dealer, electing to exchange Notes
         acquired for its own account as a result of market-making activities or
         other trading activities for Exchange Notes.

                  "HOLDER" has the meaning set forth in the preamble hereto.

                  "INDENTURE" means the Indenture, dated as of March , 2001,
         between the Company and United States Trust Company of New York, as
         trustee, pursuant to which the Notes are to be issued, as such
         Indenture is amended or supplemented from time to time in accordance
         with the terms thereof.

                  "INITIAL NOTES" means the 9 1/2% Senior Subordinated Notes due
         2009, of the same series under the Indenture as the Exchange Notes, for
         so long as such securities constitute Transfer Restricted Securities.

                  "INITIAL PLACEMENT" has the meaning set forth in the preamble
         hereto.

                  "INITIAL PURCHASERS" has the meaning set forth in the preamble
         hereto.

                  "LOSSES" has the meaning set forth in Section 6(d) hereto.

                  "MAJORITY HOLDERS" means the Holders of a majority of the
         aggregate principal amount of Notes registered under a Registration
         Statement.

                  "MANAGING UNDERWRITERS" means the investment banker or
         investment bankers and manager or managers that shall administer an
         underwritten offering under a Shelf Registration Statement.

                  "NOTES" means the Initial Notes and Exchange Notes.

                  "OFFERING MEMORANDUM" has the meaning set forth in the
         Purchase Agreement.

                  "PROSPECTUS" means the prospectus included in any Registration
         Statement (including, without limitation, a prospectus that discloses
         information previously omitted from a prospectus filed as part of an
         effective registration statement in reliance upon Rule 430A under the
         Securities Act), as amended or supplemented by any prospectus
         supplement, with respect to the terms of the

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         offering of any portion of the Notes covered by such Registration
         Statement, and all amendments and supplements to the Prospectus,
         including post-effective amendments.

                  "PURCHASE AGREEMENT" has the meaning set forth in the preamble
         hereto.

                  "REGISTRATION DEFAULT" has the meaning set forth in Section
         5(b) hereof.

                  "REGISTRATION STATEMENT" means any Exchange Offer Registration
         Statement or Shelf Registration Statement pursuant to the provisions of
         this Agreement, amendments and supplements to such registration
         statement, including post-effective amendments, in each case including
         the Prospectus contained therein, all exhibits thereto, and all
         material incorporated by reference therein.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
         and the rules and regulations of the Commission promulgated thereunder.

                  "SHELF REGISTRATION" means a registration effected pursuant to
         Section 3 hereof.

                  "SHELF REGISTRATION PERIOD" has the meaning set forth in
         Section 3(b) hereof.

                  "SHELF REGISTRATION STATEMENT" means a "shelf" registration
         statement of the Company pursuant to the provisions of Section 3
         hereof, which covers some or all of the Notes or Exchange Notes, as
         applicable, on an appropriate form under Rule 415 under the Securities
         Act, or any similar rule that may be adopted by the Commission,
         amendments and supplements to such registration statement, including
         post-effective amendments, in each case including the Prospectus
         contained therein, all exhibits thereto and all material incorporated
         by reference therein.

                  "TARGET EFFECTIVENESS DATE" has the meaning set forth in
         Section 5(b) hereof.

                  "TRANSFER RESTRICTED SECURITIES" means each Note until: (i)
         the date on which such Note has been exchanged by a Person other than a
         broker-dealer for an Exchange Note in the Exchange Offer; (ii)
         following the exchange by a broker-dealer in the Exchange Offer of a
         Note for an Exchange Note, the date on which such Exchange Note is sold
         to a purchaser who receives from such broker-dealer on or prior to the
         date of such sale a copy of the Prospectus contained in the Exchange
         Offer Registration Statement; (iii) the date on which such Note has
         been effectively registered under the Securities Act and disposed of in
         accordance with the Shelf Registration Statement; or (iv) the date on
         which such Note is distributed to the public pursuant to Rule 144 under
         the Securities Act.

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
         as amended.

                  "TRUSTEE" means United States Trust Company of New York and
         any successors thereto.

                  "UNDERWRITER" means any underwriter of Notes in connection
         with an offering thereof under a Shelf Registration Statement.

                  UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING means a
         registration in which the Notes of the Company are sold to an
         underwriter for reoffering to the public.

         2. EXCHANGE OFFER; RESALES OF EXCHANGE NOTES BY EXCHANGING DEALERS;
PRIVATE EXCHANGE.

                  (a) The Company shall prepare and file with the Commission the
         Exchange Offer Registration Statement with respect to the Exchange
         Offer on or before the 90th calendar day after the Closing Date. The
         Company shall use its best efforts (i) to cause the Exchange Offer
         Registration Statement to be declared effective under the Securities
         Act on or prior to the 180th

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         calendar day following the Closing Date and remain effective until the
         closing of the Exchange Offer and (ii) to consummate the Exchange
         Offer on or prior to the 210th calendar day following the Closing Date.

                  (b) Upon the effectiveness of the Exchange Offer Registration
         Statement, the Company shall promptly commence the Exchange Offer, it
         being the objective of such Exchange Offer to enable each Holder
         electing to exchange Notes for Exchange Notes (assuming that such
         Holder (x) is not an "affiliate" of the Company within the meaning of
         the Securities Act, (y) is not a broker-dealer that acquired the Notes
         in a transaction other than as a part of its market-making or other
         trading activities and (z) if such Holder is not a broker-dealer,
         acquires the Exchange Notes in the ordinary course of such Holder's
         business, is not participating in the distribution of the Exchange
         Notes and has no arrangements or understandings with any person to
         participate in the distribution of the Exchange Notes) to resell such
         Exchange Notes from and after their receipt without any limitations or
         restrictions under the Securities Act and without material restrictions
         under the securities laws of a substantial proportion of the several
         states of the United States.

                  (c) In connection with the Exchange Offer, the Company shall
         mail to each Holder a copy of the Prospectus forming part of the
         Exchange Offer Registration Statement, together with an appropriate
         letter of transmittal and related documents, stating, in addition to
         such other disclosures as are required by applicable law:

                           (i)    that the Exchange Offer is being made
                  pursuant to this Agreement and that all Notes validly tendered
                  will be accepted for exchange;

                           (ii)   the dates of acceptance for exchange;

                           (iii)  that any Notes not tendered will remain
                  outstanding and continue to accrue interest, but will not
                  retain any rights under this Agreement;

                           (iv)   that Holders electing to have Notes exchanged
                  pursuant to the Exchange Offer will be required to surrender
                  such Notes, together with the enclosed letters of transmittal,
                  to the institution and at the address (located in the Borough
                  of Manhattan, The City of New York) specified in the notice
                  prior to the close of business on the last day of acceptance
                  for exchange; and

                           (v)    that Holders will be entitled to withdraw
                  their election, not later than the close of business on the
                  last day of acceptance for exchange, by sending to the
                  institution and at the address (located in the Borough of
                  Manhattan, The City of New York) specified in the notice a
                  telegram, telex, facsimile transmission or letter setting
                  forth the name of such Holder, the aggregate principal amount
                  of Notes delivered for exchange and a statement that such
                  Holder is withdrawing his election to have such Notes
                  exchanged; and shall keep the Exchange Offer open for
                  acceptance for not less than 30 days (or longer if required
                  by applicable law) after the date notice thereof is mailed to
                  the Holders; utilize the services of a depositary for the
                  Exchange Offer with an address in the Borough of Manhattan,
                  The City of New York; and comply in all respects with all
                  applicable laws relating to the Exchange Offer.

                  (d) As soon as practicable after the close of the Exchange
         Offer, the Company shall:

                           (i)   accept for exchange all Notes duly tendered and
                  not validly withdrawn pursuant to the Exchange Offer;

                           (ii)  deliver to the Trustee for cancellation all
                  Notes so accepted for exchange; and

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                           (iii) cause the Trustee promptly to authenticate and
                  deliver to each Holder Exchange Notes equal in principal
                  amount to the Notes of such Holder so accepted for exchange.

                  (e) The Initial Purchasers and the Company acknowledge that,
         pursuant to interpretations by the staff of the Commission of Section 5
         of the Securities Act, and in the absence of an applicable exemption
         therefrom, each Exchanging Dealer is required to deliver a Prospectus
         in connection with a sale of any Exchange Notes received by such
         Exchanging Dealer pursuant to the Exchange Offer in exchange for Notes
         acquired for its own account as a result of market-making activities or
         other trading activities. Accordingly, the Company shall:

                           (i)  include the information set forth in Annex A
                  hereto on the cover of the Exchange Offer Registration
                  Statement, in Annex B hereto in the forepart of the Exchange
                  Offer Registration Statement in a section setting forth
                  details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  forming a part of the Exchange Offer Registration Statement,
                  and in Annex D hereto in the letter of transmittal delivered
                  pursuant to the Exchange Offer; and

                           (ii) use its best efforts to keep the Exchange Offer
                  Registration Statement continuously effective under the
                  Securities Act during the Exchange Offer Registration Period
                  for delivery of the prospectus included therein by Exchanging
                  Dealers in connection with sales of Exchange Notes received
                  pursuant to the Exchange Offer, as contemplated by Section
                  4(h) below; PROVIDED, HOWEVER, that the Company shall not be
                  required to maintain the effectiveness of the Exchange Offer
                  Registration Statement for more than 30 days following the
                  consummation of the Exchange Offer unless the Company has been
                  notified in writing on or prior to the 30th day following the
                  consummation of the Exchange Offer by one or more Exchanging
                  Dealers that such Holder has received Exchange Notes as to
                  which it will be required to deliver a prospectus upon resale.

                  (f) In the event that an Initial Purchaser determines that it
         is not eligible to participate in the Exchange Offer with respect to
         the exchange of Notes constituting any portion of an unsold allotment,
         upon the effectiveness of the Shelf Registration Statement as
         contemplated by Section 3 hereof and at the request of the Initial
         Purchasers, the Company shall issue and deliver to the Initial
         Purchasers, or to the party purchasing Initial Notes registered under
         the Shelf Registration Statement from the Initial Purchasers, in
         exchange for such Initial Notes, a like principal amount of Exchange
         Notes. The Company shall use its best efforts to cause the CUSIP
         Service Bureau to issue the same CUSIP number for such Exchange Notes
         as for Exchange Notes issued pursuant to the Exchange Offer.

                  (g) The Company shall use its best efforts to complete the
         Exchange Offer as provided above and shall comply with the applicable
         requirements of the Securities Act, the Exchange Act and other
         applicable laws and regulations in connection with the Exchange Offer.
         The Exchange Offer shall not be subject to any conditions, other than
         that (i) the Exchange Offer does not violate applicable law or any
         applicable interpretation of the staff of the Commission, (ii) no
         action or proceeding shall have been instituted or threatened in any
         court or by any governmental agency which might materially impair the
         ability of the Company to proceed with the Exchange Offer, and no
         material adverse development shall have occurred in any existing action
         or proceeding with respect to the Company and (iii) all governmental
         approvals shall have been obtained, which approvals the Company deems
         necessary for the consummation of the Exchange Offer. The Company shall
         inform the Initial Purchasers, upon their request, of the names and
         addresses of the Holders to whom the Exchange Offer is made, and the
         Initial Purchasers shall have the right, subject to applicable law, to
         contact such Holders and otherwise facilitate the tender of Notes in
         the Exchange Offer.

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                  (h) As a condition to its participation in the Exchange Offer
         pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Securities shall furnish, upon the request of the Company,
         prior to the consummation thereof, a written representation to the
         Company (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an affiliate of the Company, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Exchange Notes to be issued in the Exchange Offer and (C) it is
         acquiring the Exchange Notes in its ordinary course of business. In
         addition, all such Holders of Transfer Restricted Securities shall
         otherwise cooperate in the Company's preparations for the Exchange
         Offer. Each Holder hereby acknowledges and agrees that any
         broker-dealer and any such Holder using the Exchange Offer to
         participate in a distribution of the securities to be acquired in the
         Exchange Offer (1) could not under Commission policy as in effect on
         the date of this Agreement rely on the position of the Commission
         enunciated in MORGAN STANLEY AND CO., INC. (available June 5, 1991) and
         EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and similar no-action letters, and (2) must comply with
         the registration and prospectus delivery requirements of the Securities
         Act in connection with a secondary resale transaction and that such a
         secondary resale transaction should be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Exchange Notes obtained by such Holder in
         exchange for Initial Notes acquired by such Holder directly from the
         Company.

         3. SHELF REGISTRATION. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to
effect the Exchange Offer as contemplated by Section 2 hereof, or (ii) the
Company is not required to file the Exchange Offer Registration Statement for
any reason other than those specified in clause (i) above, or (iii) with
respect to any Holder of Transfer Restricted Securities (A) such Holder is
prohibited by applicable law or Commission policy from participating in the
Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired
by it in the Exchange Offer to the public without delivering a prospectus and
that the Prospectus contained in the Exchange Offer Registration Statement is
not appropriate or available for such resales by such Holder, or (C) such
Holder is an Exchanging Dealer and holds Initial Notes acquired directly from
the Company or one of its affiliates (it being understood that, for purposes
of this Section 3, (x) the requirement that the Initial Purchasers deliver a
Prospectus containing the information required by Items 507 and/or 508 of
Regulation S-K under the Securities Act in connection with sales of Exchange
Notes acquired in exchange for such Notes shall result in such Exchange Notes
being not "freely tradeable" and (y) the requirement that an Exchanging
Dealer deliver a Prospectus in connection with sales of Exchange Notes
acquired in the Exchange Offer in exchange for Notes acquired as a result of
market-making activities or other trading activities shall not result in such
Exchange Notes being not "freely tradeable"), the following provisions shall
apply:

                  (a) The Company shall, as promptly as practicable, file with
         the Commission a Shelf Registration Statement relating to the offer and
         sale of the Notes or the Exchange Notes, as applicable, by the Holders
         from time to time in accordance with the methods of distribution
         elected by such Holders and set forth in such Shelf Registration
         Statement and Rule 415 under the Securities Act, PROVIDED that, with
         respect to Exchange Notes received by the Initial Purchasers in
         exchange for Initial Notes constituting any portion of an unsold
         allotment, the Company may, if permitted by current interpretations by
         the Commission's staff, file a post-effective amendment to the Exchange
         Offer Registration Statement containing the information required by
         Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of
         its obligations under this paragraph (a) with respect thereto, and any
         such Exchange Offer Registration Statement, as so amended, shall be
         referred to herein as, and governed by the provisions herein applicable
         to, a Shelf Registration Statement.

                  (b) The Company shall use its best efforts to cause the Shelf
         Registration Statement to be declared effective under the Securities
         Act on or prior to the 120th calendar day after the obligation to file
         a Shelf Registration Statement under this Section 3 arises and to keep
         such Shelf

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         Registration Statement continuously effective in order to permit the
         Prospectus contained therein to be usable by Holders for a period of
         two years from the date the Shelf Registration Statement is declared
         effective by the Commission or such shorter period that will terminate
         when all the Initial Notes or Exchange Notes, as applicable, covered
         by the Shelf Registration Statement have been sold pursuant to the
         Shelf Registration Statement (in any such case, such period being
         called the "Shelf Registration Period"). The Company shall be deemed
         not to have used its best efforts to keep the Shelf Registration
         Statement effective during the requisite period if the Company
         voluntarily takes any action that would result in Holders of Notes
         covered thereby not being able to offer and sell such Notes during that
         period, unless (i) such action is required by applicable law, (ii) the
         Company complies with this Agreement or (iii) such action is taken by
         the Company or any Guarantors in good faith and for valid business
         reasons (not including avoidance of the Company's obligations
         hereunder), including the acquisition or divestiture of assets, so long
         as the Company promptly thereafter complies with the requirements of
         Section 4(m) hereof, if applicable.

         4. REGISTRATION PROCEDURES. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:

                  (a) The Company shall, within a reasonable time prior to the
         filing of any Registration Statement, any Prospectus, any amendment to
         a Registration Statement or amendment or supplement to a Prospectus or
         any document which is to be incorporated by reference into a
         Registration Statement or a Prospectus after initial filing of a
         Registration Statement, provide copies of such document to the Initial
         Purchasers and their counsel (and, in the case of a Shelf Registration
         Statement, the Holders and their counsel, upon their request) and make
         such representatives of the Company as shall be reasonably requested by
         the Initial Purchasers or their counsel (and, in the case of a Shelf
         Registration Statement, the Majority Holders or their counsel)
         available for discussion of such document, and shall not at any time
         file or make any amendment to the Registration Statement, any
         Prospectus or any amendment of or supplement to a Registration
         Statement or a Prospectus or any document which is to be incorporated
         by reference into a Registration Statement or a Prospectus, of which
         the Initial Purchasers and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their counsel) shall not have
         previously been advised and furnished a copy or to which the Initial
         Purchasers or their counsel (and, in the case of a Shelf Registration
         Statement, the Holders or their counsel) shall object, except for any
         amendment or supplement or document (a copy of which has been
         previously furnished to the Initial Purchasers and their counsel (and,
         in the case of a Shelf Registration Statement, the Majority Holders and
         their counsel, upon their request)) which counsel to the Company shall
         advise the Company, in the form of a written opinion, is required in
         order to comply with applicable law; the Initial Purchasers agree that,
         if it receives timely notice and drafts under this clause (a), it will
         not take actions or make objections pursuant to this clause (a) such
         that the Company is unable to comply with its obligations under Section
         2.

                  (b) The Company shall ensure that:

                           (i)   any Registration Statement and any amendment
                  thereto and any Prospectus contained therein and any amendment
                  or supplement thereto complies in all material respects with
                  the Securities Act and the rules and regulations thereunder;

                           (ii)  any Registration Statement and any amendment
                  thereto does not, when it becomes effective, contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading; and

                           (iii) any Prospectus forming part of any Registration
                  Statement, including any amendment or supplement to such
                  Prospectus, does not include an untrue statement of a material
                  fact or omit to state a material fact necessary in order to
                  make the statements therein, in light of the circumstances
                  under which they were made, not misleading.

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                  (c)      (1) The Company shall advise the Initial Purchasers
         and, in the case of a Shelf Registration Statement, the Holders of
         Initial Notes covered thereby, and, if requested by the Initial
         Purchasers or any such Holder, confirm such advice in writing:

                           (i) when a Registration Statement and any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective; and

                           (ii) of any request by the Commission for amendments
                  or supplements to the Registration Statement or the Prospectus
                  included therein or for additional information.

                  (2) During the Shelf Registration Period or the Exchange Offer
         Registration Period, as applicable, the Company shall advise the
         Initial Purchasers and, in the case of a Shelf Registration Statement,
         the Holders of Initial Notes or Exchange Notes covered thereby, and, in
         the case of an Exchange Offer Registration Statement, any Exchanging
         Dealer that has provided in writing to the Company a telephone or
         facsimile number and address for notices, and, if requested by the
         Initial Purchasers or any such Holder or Exchanging Dealer, confirm
         such advice in writing:

                           (i) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (ii) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Initial Notes or Exchange Notes included
                  therein for sale in any jurisdiction or the initiation or
                  threatening of any proceeding for such purpose; and

                           (iii) of the happening of any event that requires the
                  making of any changes in the Registration Statement or the
                  Prospectus so that, as of such date, the Registration
                  Statement or the Prospectus does not include an untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements therein (in the case of the
                  Prospectus, in light of the circumstances under which they
                  were made) not misleading (which advice shall be accompanied
                  by an instruction to suspend the use of the Prospectus until
                  the requisite changes have been made).

                  (d)      The Company shall use its best efforts to obtain the
         withdrawal of any order suspending the effectiveness of any
         Registration Statement at the earliest possible time.

                  (e)      The Company shall furnish to each Holder of Notes
         covered by any Shelf Registration Statement that so requests, without
         charge, at least one copy of such Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if the Holder so requests in writing, all exhibits
         thereto.

                  (f)      The Company shall, during the Shelf Registration
         Period, deliver to each Holder of Notes covered by any Shelf
         Registration Statement, without charge, as many copies of the
         Prospectus (including each preliminary Prospectus) included in such
         Shelf Registration Statement and any amendment or supplement thereto
         as such Holder may reasonably request; and the Company consents to the
         use of the Prospectus or any amendment or supplement thereto by each
         of the selling Holders of Notes in connection with the offering and
         sale of the Notes covered by the Prospectus or any amendment or
         supplement thereto.

                  (g)      The Company shall furnish to each Exchanging Dealer
         that so requests, without charge, at least one copy of the Exchange
         Offer Registration Statement and any post-effective

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         amendment thereto, including financial statements and schedules, any
         documents incorporated by reference therein and, if the Exchanging
         Dealer so requests in writing, all exhibits thereto.

                  (h)      The Company shall, during the Exchange Offer
         Registration Period, promptly deliver to each Exchanging Dealer,
         without charge, as many copies of the Prospectus included in such
         Exchange Offer Registration Statement and any amendment or supplement
         thereto as such Exchanging Dealer may reasonably request for delivery
         by such Exchanging Dealer in connection with a sale of Exchange Notes
         received by it pursuant to the Exchange Offer; and the Company
         consents to the use of the Prospectus or any amendment or supplement
         thereto by any such Exchanging Dealer, as provided in Section 2(e)
         above.

                  (i)      Each Holder of Notes and each Exchange Dealer agrees
         by its acquisition of such Notes or Exchange Notes to be sold by such
         Exchange Dealer, as the case may be, that, upon actual receipt of any
         notice from the Company of the happening of any event of the kind
         described in paragraph (c)(2)(i), (c)(2)(ii), or (c)(2)(iii) of this
         Section 4, such Holder will forthwith discontinue disposition of such
         Notes covered by such Registration Statement or Prospectus or Exchange
         Notes to be sold by such Holder or Exchange Dealer, as the case may be,
         until such Holder's or Exchange Dealer's receipt of the copies of the
         supplemented or amended Prospectus contemplated by Section 4(l) hereof,
         or until it is advised in writing by the Company that the use of the
         applicable Prospectus may be resumed, and has received copies of any
         amendments or supplements thereto. In the event that the Company shall
         give any such notice, the Exchange Offer Registration Period shall be
         extended by the number of days during such periods from and including
         the date of the giving of such notice to and including the date when
         each seller of the Exchange Notes covered by such Registration
         Statement or Exchange Notes to be sold by such Exchange Dealer, as the
         case may be, shall have received (x) the copies of the supplemented or
         amended Prospectus contemplated by Section 4(l) hereof or (y) the
         advice in writing.

                  (j)      Prior to the Exchange Offer or any other offering of
         Initial Notes or Exchange Notes pursuant to any Registration Statement,
         the Company shall register or qualify or cooperate with the Holders of
         Notes included therein and their respective counsel in connection with
         the registration or qualification of such Initial Notes or Exchange
         Notes for offer and sale under the securities or blue sky laws of such
         states as any such Holders reasonably request in writing and do any and
         all other acts or things necessary or advisable to enable the offer and
         sale in such states of the Notes covered by such Registration
         Statement; PROVIDED, HOWEVER, that the Company will not be required to
         qualify as a foreign corporation or as a dealer in securities in any
         jurisdiction in which it is not then so qualified, to file any general
         consent to service of process or to take any action that would subject
         it to general service of process in any such jurisdiction where it is
         not then so subject or to subject itself to taxation in respect of
         doing business in any jurisdiction in which it is not otherwise so
         subject.

                  (k)      The Company shall issue, upon the request of any
         Holder of Initial Notes covered by the Shelf Registration Statement,
         Exchange Notes, having an aggregate principal amount equal to the
         aggregate principal amount of Initial Notes surrendered to the Company
         by such Holder in exchange therefor or being sold by such Holder; such
         Exchange Notes to be registered in the name of such Holder or in the
         name of the purchaser(s) of such Exchange Notes, as the case may be;
         in return, the Initial Notes held by such Holder shall be surrendered
         to the Company for cancellation.

                  (l)      The Company shall cooperate with the Holders to
         facilitate the timely preparation and delivery of certificates
         representing Initial Notes or Exchange Notes to be sold pursuant to
         any Registration Statement free of any restrictive legends and in
         denominations of $1,000 or an integral multiple thereof and registered
         in such names as Holders may request prior to sales of Initial Notes
         or Exchange Notes pursuant to such Registration Statement.

                  (m)      Upon the occurrence of any event contemplated by
         paragraph (c)(2)(iii) of this Section 4, the Company shall promptly
         prepare and file a post-effective amendment to any

                                       9
<PAGE>

         Registration Statement or an amendment or supplement to the related
         Prospectus or any other required document so that, as thereafter
         delivered to purchasers of the Initial Notes or Exchange Notes
         included therein, the Prospectus will not include an untrue statement
         of a material fact or omit to state any material fact necessary to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading and, in the case of a Shelf Registration
         Statement, notify the Holders to suspend use of the Prospectus as
         promptly as practicable after the occurrence of such an event.
         Notwithstanding the foregoing, the Company shall not be required to
         amend or supplement a Shelf Registration Statement, any related
         Prospectus or any document incorporated therein by reference, for a
         period not to exceed an aggregate of 30 days in any calendar year, if
         the Company determines in its good faith judgment that the disclosure
         of such event at such time would have a material adverse effect on the
         business, operations, or prospects of the Company or the disclosure
         otherwise related to a pending material business transaction that has
         not yet been publicly disclosed.

                  (n)      Not later than the effective date of any such
         Registration Statement hereunder, the Company shall provide a CUSIP
         number for the Initial Notes or Exchange Notes, as the case may be,
         registered under such Registration Statement, and provide the Trustee
         with certificates for such Initial Notes or Exchange Notes, in a form
         eligible for deposit with The Depository Trust Company.

                  (o)      The Company shall use its best efforts to comply
         with all applicable rules and regulations of the Commission and shall
         make generally available to its security holders as soon as practicable
         after the effective date of the applicable Registration Statement an
         earnings statement meeting the requirements of Rule 158 under the
         Securities Act.

                  (p)      The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act not later than the effective date of
         the first Registration Statement required by this Agreement, and, in
         connection therewith, cooperate with the Trustee and the Holders of
         Initial Notes or Exchange Notes to effect such changes to the
         Indenture as may be required for such Indenture to be so qualified in
         accordance with the terms of the Trust Indenture Act; and to execute
         and use its best efforts to cause the Trustee to execute, all
         documents that may be required to effect such changes and all other
         forms and documents required to be filed with the Commission to enable
         such Indenture to be so qualified in a timely manner.

                  (q)      The Company may require each Holder of Notes to be
         sold pursuant to any Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         such Initial Notes as the Company may from time to time reasonably
         require for inclusion in such Registration Statement.

                  (r)      The Company shall, if requested, promptly incorporate
         in a Prospectus supplement or post-effective amendment to a Shelf
         Registration Statement, such information as the Managing Underwriters,
         if any, and Majority Holders reasonably agree should be included
         therein, and shall make all required filings of such Prospectus
         supplement or post-effective amendment promptly upon notification of
         the matters to be incorporated in such Prospectus supplement or
         post-effective amendment.

                  (s)      In the case of any Shelf Registration Statement, the
         Company shall enter into such agreements (including underwriting
         agreements) and take all other appropriate actions in order to expedite
         or to facilitate the registration or the disposition of any Initial
         Notes included therein, and in connection therewith, if an
         underwriting agreement is entered into, cause the same to contain
         indemnification provisions and procedures no less favorable than those
         set forth in Section 6 (or such other provisions and procedures
         acceptable to the Majority Holders and the Managing Underwriters, if
         any) with respect to all parties to be indemnified pursuant to
         Section 6.

                  (t)      In the case of any Shelf Registration Statement, the
         Company shall:

                                       10
<PAGE>

                           (i)       make reasonably available for inspection by
                  the Holders of Notes to be registered thereunder, any
                  underwriter participating in any disposition pursuant to such
                  Shelf Registration Statement, and any attorney, accountant or
                  other agent retained by the Holders or any such underwriter
                  all relevant financial and other records, pertinent corporate
                  documents and properties of the Company and any of its
                  subsidiaries;

                           (ii)      cause the Company's officers, directors and
                  employees to supply all relevant information reasonably
                  requested by the Holders or any such underwriter, attorney,
                  accountant or agent in connection with any such Registration
                  Statement as is customary for similar due diligence
                  examinations and make such representatives of the Company as
                  shall be reasonably requested by the Initial Purchasers or
                  Managing Underwriters, if any, available for discussion of any
                  such Registration Statement; PROVIDED, HOWEVER, that any
                  non-public information that is designated in writing by the
                  Company, in good faith, as confidential at the time of
                  delivery of such information shall be kept confidential by the
                  Holders or any such underwriter, attorney, accountant or
                  agent, unless such disclosure is made in connection with a
                  court proceeding or required by law, or such information
                  becomes available to the public generally or through a third
                  party without an accompanying obligation of confidentiality
                  other than as a result of a disclosure of such information by
                  any such Holder, underwriter, attorney, accountant or agent;

                           (iii)     make such representations and warranties to
                  the Holders of Notes registered thereunder and the
                  underwriters, if any, in form, substance and scope as are
                  customarily made by issuers to underwriters in similar
                  underwritten offerings as may be reasonably requested by them;

                           (iv)      obtain opinions of counsel to the Company
                  and updates thereof (which counsel and opinions (in form,
                  scope and substance) shall be reasonably satisfactory to the
                  Managing Underwriters, if any) addressed to each selling
                  Holder and the underwriters, if any, covering such matters as
                  are customarily covered in opinions requested in similar
                  underwritten offerings and such other matters as may be
                  reasonably requested by such Holders and underwriters;

                           (v)       obtain "cold comfort" letters and updates
                  thereof from the independent certified public accountants of
                  the Company (and, if necessary, any other independent
                  certified public accountants of any subsidiary of the Company
                  or of any business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to the
                  underwriters, if any, and use reasonable efforts to have such
                  letter addressed to the selling Holders of Notes registered
                  thereunder (to the extent consistent with Statement on
                  Auditing Standards No. 72 of the American Institute of
                  Certified Public Accountants (AICPA) ("SAS 72")), in customary
                  form and covering matters of the type customarily covered in
                  "cold comfort" letters in connection with similar underwritten
                  offerings, or if the provision of such "cold comfort" letters
                  is not permitted by SAS 72 or if requested by the Initial
                  Purchasers or their counsel in lieu of a "cold comfort"
                  letter, an agreed-upon procedures letter under Statement on
                  Auditing Standards No. 75 of the AICPA, covering matters
                  requested by the Initial Purchasers or their counsel; and

                           (vi)      deliver such documents and certificates as
                  may be reasonably requested by the Majority Holders and the
                  Managing Underwriters, if any, and customarily delivered in
                  similar offerings, including those to evidence compliance
                  with Section 4(m) and with any conditions contained in the
                  underwriting agreement or other agreement entered into by the
                  Company.

                  The foregoing actions set forth in clauses (iii), (iv), (v)
         and (vi) of this Section 4(t) shall be performed at (A) the
         effectiveness of such Shelf Registration Statement and each
         post-effective

                                       11
<PAGE>

         amendment thereto and (B) each closing under any underwriting or
         similar agreement as and to the extent required thereunder.

                  (u)      The Company shall, in the case of a Shelf
         Registration, use their best efforts to cause all Notes to be listed
         on any securities exchange or any automated quotation system on which
         similar securities issued by the Company are then listed if requested
         by the Majority Holders, to the extent such Notes satisfy applicable
         listing requirements.

         5.  REGISTRATION EXPENSES; REMEDIES.

                  (a) The Company shall bear all expenses incurred in connection
         with the performance of its obligations under Sections 2, 3 and 4
         hereof, including without limitation: (i) all Commission, stock
         exchange or National Association of Securities Dealers, Inc.
         registration and filing fees, (ii) all fees and expenses incurred in
         connection with compliance with state securities or blue sky laws
         (including reasonable fees and disbursements of counsel for any
         underwriters or Holders in connection with blue sky qualification of
         any of the Exchange Notes or Initial Notes), (iii) all expenses of any
         persons in preparing or assisting in preparing, word processing,
         printing and distributing any Registration Statement, any Prospectus,
         any amendments or supplements thereto, any underwriting agreements,
         securities sales agreements and other documents relating to the
         performance of and compliance with this Agreement, (iv) the fees and
         disbursements of the Trustee and its counsel, (v) the fees and
         disbursements of counsel for the Company and, in the case of a Shelf
         Registration Statement, the fees and disbursements of one counsel for
         the Holders (which counsel shall be selected by the Majority Holders
         and which counsel may also be counsel for the Initial Purchasers) and
         in the case of any Exchange Offer Registration Statement, the fees and
         expenses of counsel to the Initial Purchasers acting in connection
         therewith and (vi) the fees and disbursements of the independent public
         accountants of the Company and its predecessor, PriCellular
         Corporation, including the expenses of any special audits or "cold
         comfort" letters required by or incident to such performance and
         compliance, but excluding fees and expenses of counsel to the
         underwriters (other than fees and expenses set forth in clause (ii)
         above) or the Holders and underwriting discounts and commissions and
         transfer taxes, if any, relating to the sale or disposition of Notes by
         a Holder.

                  (b)      In the event that the Company:

                           (i)       fails to file the Exchange Offer
                  Registration Statement or Shelf Registration Statement, as
                  the case may be, on or before the date specified for either
                  such filing;

                           (ii)      either such registration statement is not
                  declared effective by the Commission on or prior to the date
                  specified for such effectiveness (the "Effectiveness Target
                  Date");

                           (iii)     the Company fails to consummate the
                  Exchange Offer within 30 days of the Effectiveness Target
                  Date with respect to the Exchange Offer Registration
                  Statement; or

                           (iv)      the Shelf Registration Statement or the
                  Exchange Offer Registration Statement is declared effective
                  but thereafter ceases to be effective or usable in connection
                  with the resales of Transfer Restricted Securities during the
                  periods specified in this Registration Rights Agreement (each
                  such event referred to in clauses (i) through (iv) above, a
                  "Registration Default"),

         then the Company will pay liquidated damages ("Liquidated Damages") to
         each holder of Initial Notes or Exchange Notes, with respect to the
         first 90-day period immediately following the occurrence of the first
         Registration Default in an amount equal to $0.05 per week per $1,000

                                       12
<PAGE>

         principal amount of Initial Notes or Exchange Notes held by that
         holder. The amount of the Liquidated Damages will increase by an
         additional $0.05 per week per $1,000 principal amount of Initial Notes
         or Exchange Notes with respect to each subsequent 90-day period until
         all Registration Defaults have been cured, up to a maximum amount of
         Liquidated Damages for all Registration Defaults of $0.50 per week per
         $1,000 principal amount of Initial Notes or Exchange Notes.

                  (c)      The Company shall pay all accrued Liquidated Damages
         on each Damages Payment Date to the Global Note Holder by wire transfer
         of immediately available funds and to holders of Certificate Notes by
         wire transfer to the accounts specified by them or by mailing checks
         to their registered addresses if no such accounts have been specified.

                  (d)      Following the cure of all Registration Defaults, the
         accrual of Liquidated Damages will cease.

                  (e)      Without limiting the remedies available to the
         Initial Purchasers and the Holders, the Company acknowledges that any
         failure by the Company to comply with its obligations under Sections 2
         and 3 hereof may result in material irreparable injury to the Initial
         Purchasers or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, the Initial
         Purchasers or any Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under Sections 2 and 3
         hereof.

         6.   INDEMNIFICATION AND CONTRIBUTION.

                  (a) In connection with any Registration Statement, the Company
         agrees to indemnify and hold harmless each Holder of Notes covered
         thereby (including the Initial Purchasers and, with respect to any
         Prospectus delivery as contemplated by Sections 2(e) and 4(h) hereof,
         each Exchanging Dealer) the directors, officers, employees and agents
         of such Holder and each person who controls such Holder within the
         meaning of either the Securities Act or the Exchange Act, against any
         and all losses, claims, damages or liabilities, joint or several, to
         which they or any of them may become subject under the Securities Act,
         the Exchange Act or other federal or state statutory law or regulation,
         at common law or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon any untrue statement or alleged untrue statement of a material
         fact contained in such Registration Statement as originally filed or in
         any amendment thereof, or in any preliminary Prospectus or Prospectus,
         or in any amendment thereof or supplement thereto, or arise out of or
         are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein (in the case of the Prospectus, in light of the
         circumstances under which they were made) not misleading, and agrees to
         reimburse each such indemnified party, as incurred, for any legal or
         other expenses reasonably incurred by them in connection with
         investigating or defending any such loss, claim, damage or liability
         (or action in respect thereof); PROVIDED, HOWEVER, that the Company
         will not be liable in any case to the extent that any such loss, claim,
         damage or liability arises out of or is based upon any such untrue
         statement or alleged untrue statement or omission or alleged omission
         made therein in reliance upon and in conformity with written
         information furnished to the Company by or on behalf of any such
         indemnified party specifically for inclusion therein; PROVIDED FURTHER,
         HOWEVER, that the Company will not be liable in any case with respect
         to any untrue statement or omission or alleged untrue statement or
         omission made in any preliminary Prospectus or Prospectus, or in any
         amendment thereof or supplement thereto to the extent that any such
         loss, claim, damage or liability (or action in respect thereof)
         resulted from the fact that any indemnified party sold Notes or
         Exchange Notes to a person to whom there was not sent or given, at or
         prior to the written confirmation of such sale, a copy of the
         Prospectus as then amended or supplemented, if the Company had
         previously complied with the provisions of Section 4(c)(2) and 4(f) or
         4(h) hereof and if the untrue statement contained in or omission from
         such preliminary Prospectus or

                                       13
<PAGE>

         Prospectus was corrected in the Prospectus as then amended or
         supplemented. This indemnity agreement will be in addition to any
         liability that the Company may otherwise have.

                  The Company also agrees to indemnify or contribute to Losses
         of, as provided in Section 6(d) hereof, any underwriters of Notes
         registered under a Shelf Registration Statement, their employees,
         officers, directors and agents and each person who controls such
         underwriters on the same basis as that of the indemnification of the
         Initial Purchasers and the selling Holders provided in this Section
         6(a) and shall, if requested by any Holder, enter into an underwriting
         agreement reflecting such agreement, as provided in Section 4(s)
         hereof.

                  (b)      Each Holder of Notes covered by a Registration
         Statement (including the Initial Purchasers and, with respect to any
         Prospectus delivery as contemplated by Sections 2(e) and 4(h) hereof,
         each Exchanging Dealer) severally agrees to indemnify and hold
         harmless (i) the Company, (ii) each of the directors of the Company,
         (iii) each of the officers of the Company who signs such Registration
         Statement and (iv) each Person who controls the Company within the
         meaning of either the Securities Act or the Exchange Act to the same
         extent as the foregoing indemnity from the Company to each such Holder,
         but only with respect to written information furnished to the Company
         by or on behalf of such Holder specifically for inclusion in the
         documents referred to in the foregoing indemnity. This indemnity
         agreement will be in addition to any liability that any such Holder
         may otherwise have.

                  (c)      Promptly after receipt by an indemnified party under
         this Section 6 of notice of the commencement of any action, such
         indemnified party will, if a claim in respect thereof is to be made
         against the indemnifying party under this Section 6, notify the
         indemnifying party in writing of the commencement thereof; but the
         failure so to notify the indemnifying party (i) will not relieve the
         indemnifying party from liability under paragraph (a) or (b) above
         unless and to the extent it did not otherwise learn of such action
         and such failure results in the forfeiture by the indemnifying party
         of substantial rights and defenses, and (ii) will not, in any event,
         relieve the indemnifying party from any obligations to any indemnified
         party other than the indemnification obligation provided in
         paragraph (a) or (b) above. The indemnifying party shall be entitled
         to appoint counsel (including local counsel) of the indemnifying
         party's choice at the indemnifying party's expense to represent the
         indemnified party in any action for which indemnification is sought
         (in which case the indemnifying party shall not thereafter be
         responsible for the fees and expenses of any separate counsel retained
         by the indemnified party or parties except as set forth below);
         PROVIDED, HOWEVER, that such counsel shall be reasonably satisfactory
         to the indemnified party. Notwithstanding the indemnifying party's
         election to appoint counsel to represent the indemnified party in an
         action, the indemnified party shall have the right to employ separate
         counsel (including local counsel), and the indemnifying party shall
         bear the reasonable fees, costs and expenses of such separate counsel
         (and local counsel) if (i) the use of counsel chosen by the
         indemnifying party to represent the indemnified party would present
         such counsel with a conflict of interest, (ii) the actual or potential
         defendants in, or targets of, any such action include both the
         indemnified party and the indemnifying party and the indemnified party
         shall have reasonably concluded that there may be legal defenses
         available to it and/or other indemnified parties that are different
         from or additional to those available to the indemnifying party, (iii)
         the indemnifying party shall not have employed counsel satisfactory to
         the indemnified party to represent the indemnified party within a
         reasonable time after notice of the institution of such action or (iv)
         the indemnifying party shall authorize the indemnified party to employ
         separate counsel at the expense of the indemnifying party. It is
         understood that the indemnifying party shall not, in connection with
         any proceeding or related proceedings in the same jurisdiction, be
         liable for the fees and expenses of more than one separate firm (in
         addition to any local counsel) for all such indemnified parties and
         that all such fees and expenses shall be reimbursed as they are
         incurred. An indemnifying party will not, without the prior written
         consent of the indemnified parties, settle or compromise or consent to
         the entry of any judgment with respect to any pending or threatened
         claim, action, suit or proceeding in respect of which indemnification
         or contribution may be sought hereunder (whether or not the indemnified
         parties are actual or potential parties to such

                                       14
<PAGE>

         claim or action) unless such settlement, compromise or consent
         includes an unconditional release of each indemnified party from all
         liability arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
         or (b) of this Section 6 is unavailable to or insufficient to hold
         harmless an indemnified party for any reason, then each applicable
         indemnifying party, in lieu of indemnifying such indemnified party,
         shall have a joint and several obligation to contribute to the
         aggregate losses, claims, damages and liabilities (including legal or
         other expenses reasonably incurred in connection with investigating or
         defending the same) (collectively "Losses") to which such indemnified
         party may be subject in such proportion as is appropriate to reflect
         the relative benefits received by such indemnifying party, on the one
         hand, and such indemnified party, on the other hand, from the Initial
         Placement and the Registration Statement that resulted in such Losses;
         PROVIDED, HOWEVER, that in no case shall the Initial Purchasers or any
         subsequent Holder of any Security or Exchange Security be responsible,
         in the aggregate, for any amount in excess of the purchase discount or
         commission applicable to such Security, or in the case of an Exchange
         Note, applicable to the Security that was exchangeable into such
         Exchange Security, as set forth on the cover page of the Final
         Memorandum, nor shall any underwriter be responsible for any amount in
         excess of the underwriting discount or commission applicable to the
         Notes purchased by such underwriter under the Registration Statement
         that resulted in such Losses. If the allocation provided by the
         immediately preceding sentence is unavailable for any reason, the
         indemnifying party and the indemnified party shall contribute in such
         proportion as is appropriate to reflect not only such relative benefits
         but also the relative fault of such indemnifying party, on the one
         hand, and such indemnified party, on the other hand, in connection with
         the statements or omissions that resulted in such Losses as well as any
         other relevant equitable considerations. Benefits received by the
         Company shall be deemed to be equal to the total net proceeds from the
         Initial Placement (before deducting expenses) as set forth on the cover
         page of the Final Memorandum. Benefits received by the Initial
         Purchasers shall be deemed to be equal to the total purchase discounts
         and commissions as set forth on the cover page of the Final Memorandum,
         and benefits received by any other Holders shall be deemed to be equal
         to the value of receiving Notes or Exchange Notes, as applicable,
         registered under the Securities Act. Benefits received by any
         underwriter shall be deemed to be equal to the total underwriting
         discounts and commissions, as set forth on the cover page of the
         Prospectus forming a part of the Registration Statement that resulted
         in such Losses. Relative fault shall be determined by reference to
         whether any alleged untrue statement or omission relates to information
         provided by the indemnifying party, on the one hand, or by the
         indemnified party, on the other hand. The parties agree that it would
         not be just and equitable if contribution were determined by pro rata
         allocation or any other method of allocation that did not take account
         of the equitable considerations referred to above. Notwithstanding the
         provisions of this paragraph (d), no person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the
         Securities Act) shall be entitled to contribution from any person who
         was not guilty of such fraudulent misrepresentation. For purposes of
         this Section 6, each person who controls a Holder within the meaning of
         either the Securities Act or the Exchange Act and each director,
         officer, employee and agent of such Holder shall have the same rights
         to contribution as such Holder, and each person who controls the
         Company within the meaning of either the Securities Act or the Exchange
         Act, each officer of the Company who shall have signed the Registration
         Statement and each director of the Company shall have the same rights
         to contribution as the Company, subject in each case to the applicable
         terms and conditions of this paragraph (d).

                  (e)      The provisions of this Section 6 will remain in full
         force and effect, regardless of any investigation made by or on behalf
         of any Holder or the Company or any of the officers, directors or
         controlling persons referred to in Section 6 hereof, and will survive
         the sale by a Holder of Notes covered by a Registration Statement.

         7.   RULE 144A

                  The Company hereby agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding, to make available to
any Holder or beneficial owner of Transfer Restricted

                                       15
<PAGE>

Securities in connection with any sale thereof and any prospective purchaser
of such Transfer Restricted Securities from such Holder or beneficial owner,
the information required by Rule 144A(d)(4) under the Securities Act in order
to permit resales of such Transfer Restricted Securities pursuant to Rule
144A.

         8.   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

                  No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and
(b) completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements.

         9.    SELECTION OF UNDERWRITERS

                  The Holders of Transfer Restricted Securities covered by
the Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a
majority in aggregate principal amount of the Transfer Restricted Securities
included in such offering; PROVIDED, that such investment bankers and
managers must be reasonably satisfactory to the Company.

         10.  MISCELLANEOUS.

                  (a) NO INCONSISTENT AGREEMENT. The Company has not, as of the
         date hereof, entered into, nor shall it, on or after the date hereof,
         enter into, any agreement that conflicts with the rights granted to the
         Holders herein or otherwise conflicts with the provisions hereof.

                  (b) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended,
         qualified, modified or supplemented, and waivers or consents to
         departures from the provisions hereof may not be given, unless the
         Company has obtained the written consent of the Holders of at least a
         majority of the then outstanding aggregate principal amount of Notes
         (or, after the consummation of any Exchange Offer in accordance with
         Section 2 hereof, of Exchange Notes); PROVIDED that, with respect to
         any matter that directly or indirectly affects the rights of the
         Initial Purchasers hereunder, the Company shall obtain the written
         consent of the Initial Purchasers. Notwithstanding the foregoing
         (except the foregoing proviso), a waiver or consent to departure from
         the provisions hereof with respect to a matter that relates exclusively
         to the rights of Holders whose Initial Notes or Exchange Notes are
         being sold pursuant to a Registration Statement and that does not
         directly or indirectly affect the rights of other Holders may be given
         by the Majority Holders, determined on the basis of Notes being sold
         rather than registered under such Registration Statement.

                  (c) NOTICES. All notices and other communications provided
         for or permitted hereunder shall be made in writing by hand-delivery,
         first-class mail, telex, telecopier, or air courier guaranteeing
         overnight delivery:

                           (i)   if to a Holder, at the most current address
                  given by such Holder to the Company in accordance with the
                  provisions of this Section 7(c), which address initially is,
                  with respect to each Holder, the address of such Holder
                  maintained by the Trustee, with a copy in like manner to
                  Lehman Brothers LLC.;

                           (ii)  if to the Initial Purchasers, at Lehman
                  Brothers Inc., Three World Financial Center, New York,
                  New York 10285, Attention: High Yield Capital Markets, with a
                  copy to Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
                  York, New York 10153, Attention: Jeremy W. Dickens; and

                                       16
<PAGE>

                           (iii) if to the Company, American Cellular
                  Corporation, 13439 N. Broadway Extension, Suite 200, Oklahoma
                  City, Oklahoma 73114, Attention: Bruce R. Knoohuizen, with a
                  copy to McAfee & Taft A Professional Corporation, 211 North
                  Robinson, Suite 1000, Oklahoma City, Oklahoma 73102,
                  Attention: Theodore M. Elam.

                  All such notices and communications shall be deemed to have
         been duly given when received. The Initial Purchasers, on the one hand,
         or the Company, on the other, by notice to the other party or parties
         may designate additional or different addresses for subsequent notices
         or communications.

                  (d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
         benefit of and be binding upon the successors and assigns of each of
         the parties, including, without the need for an express assignment or
         any consent by the Company thereto, subsequent Holders of Initial Notes
         and/or Exchange Notes. The Company hereby agrees to extend the benefits
         of this Agreement to any Holder of Initial Notes and/or Exchange Notes
         and any such Holder may specifically enforce the provisions of this
         Agreement as if an original party hereto.

                  (e) COUNTERPARTS. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,
         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         Agreement.

                  (f) HEADINGS. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (h) SEVERABILITY. In the event that any one or more of the
         provisions contained herein, or the application thereof in any
         circumstances, is held invalid, illegal or unenforceable in any respect
         for any reason, the validity, legality and enforceability of any such
         provision in every other respect and of the remaining provisions hereof
         shall not be in any way impaired or affected thereby, it being intended
         that all of the rights and privileges of the parties shall be
         enforceable to the fullest extent permitted by law.

                  (i) INITIAL NOTES HELD BY THE COMPANY, ETC. Whenever the
         consent or approval of Holders of a specified percentage of the
         aggregate principal amount of Initial Notes or Exchange Notes is
         required hereunder, Initial Notes or Exchange Notes, as applicable,
         held by the Company or its Affiliates (other than subsequent Holders of
         Initial Notes or Exchange Notes if such subsequent Holders are deemed
         to be Affiliates solely by reason of their holdings of such Initial
         Notes or Exchange Notes) shall not be counted in determining whether
         such consent or approval was given by the Holders of such required
         percentage.







                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       17
<PAGE>

                  Please confirm that the foregoing correctly sets forth the
agreements under the Registration Rights Agreement between the Company and you.

                                Very truly yours,

                                AMERICAN CELLULAR CORPORATION


                                By:
                                          --------------------------------------
                                          Name: Bruce R. Knooihuizen
                                          Title:   Vice President


The foregoing Agreement is hereby accepted as of the date first above written.

BANC OF AMERICA SECURITIES LLC


By:
         -------------------------------------------
         Name:
         Title:





LEHMAN BROTHERS INC.


By:
         -------------------------------------------
         Name:
         Title:

<PAGE>

                                                                         ANNEX A


                  Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. The Letter
of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Notes received in
exchange for Notes where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company
has agreed that, starting on the Expiration Date (as defined herein) and
ending on the close of business one year after the Expiration Date, it will
make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX B


                  Each broker-dealer that receives Exchange Notes for its own
account in exchange for Notes, where such Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX C


                  Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Notes received
in exchange for Notes where such Notes were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale. In addition, until such date all dealers effecting transactions
in the Exchange Notes may be required to deliver a prospectus.

<PAGE>

                                                                         ANNEX D


                  If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Notes, it represents that
the Notes to be exchanged for the Exchange Notes were acquired by it as a
result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale
of such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.