<PAGE>

                          ESCROW AND SECURITY AGREEMENT

         THIS ESCROW AND SECURITY AGREEMENT (this "AGREEMENT"), dated as of
June 4, 2001, is by and among AMERICAN CELLULAR CORPORATION, a Delaware
corporation (the "COMPANY"), UNITED STATES TRUST COMPANY OF NEW YORK, a
national banking corporation, as the Trustee under the Indenture (as defined
below) (the "TRUSTEE"), and UNITED STATES TRUST COMPANY OF NEW YORK, a
national banking corporation (in its capacity as escrow agent and securities
intermediary, the "ESCROW AGENT" or "SECURITIES INTERMEDIARY"). Capitalized
terms used herein and not otherwise defined have the meanings assigned to
them in the Indenture described below.

                                   WITNESSETH:

         WHEREAS, the Company and Trustee have entered into an Indenture
dated as of March 14, 2001 (as amended, supplemented, restated or otherwise
modified from time to time, the "INDENTURE") pursuant to which the Company
will issue $250,000,000 of its 9 1/2 % Senior Subordinated Notes due 2009 (as
amended, supplemented, restated, exchanged, replaced or otherwise modified
from time to time, collectively, the "NOTES");

         WHEREAS, it is a condition precedent to the purchase of the Notes
under that certain Purchase Agreement dated as of May 30, 2001 (the "PURCHASE
AGREEMENT"), between the Company and Banc of America Securities LLC, Lehman
Brothers Inc., Deutsche Banc Alex. Brown Inc. and First Union Securities,
Inc. (the "REPRESENTATIVES") relating to the sale and purchase of the Notes
that the Deposit (as defined below) be delivered into escrow pursuant to this
Agreement;

         WHEREAS, it is a condition precedent to the purchase of the Notes
under the Purchase Agreement that the Company grant to Trustee on behalf of
the holders of the Notes a security interest in the Account and the financial
assets and any free credit balance carried therein; and

         WHEREAS, the Company has agreed to place in escrow the Deposit (as
defined below), to be held pursuant to the terms of this Agreement and the
Indenture;

         WHEREAS, the Securities Intermediary has established a securities
account, which is also an escrow account, number 04000911 at ABA
#021-000-021, in the name of the Company (the "ACCOUNT");

         WHEREAS, the Company and the Securities Intermediary are entering
into this Agreement to provide for the control of the Account and to perfect
the security interest of the Trustee in the Account (as defined below) and
the financial assets and any free credit balance carried therein as more
fully described in this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as
follows:

                                       1
<PAGE>

             1.   DEPOSIT; INTEREST

                  (a)      DEPOSIT BY THE COMPANY. On the date hereof, the
         Company shall deliver to the Escrow Agent any cash and Permitted
         Investments (as set forth on EXHIBIT A hereto, each a "PERMITTED
         INVESTMENT") in an amount so as to be, together with any interest
         thereon, sufficient to pay the first four scheduled cash interest
         payments on the Notes, as certified by an independent public
         accounting firm of national reputation (the "DEPOSIT") previously
         purchased from a portion of the net proceeds from the sale of the
         Notes. The Company may, at any time and from time to time, substitute
         any combination of cash and Permitted Investments for previously
         deposited cash and Permitted Investments; provided, however, that
         such substituted cash and Permitted Investments must be in an amount
         so as to, together with any interest thereon, be sufficient to pay
         the remaining of the first four scheduled cash interest payments on
         the Notes, as certified to the Escrow Agent by an independent public
         accounting firm of national reputation.

                  (b)      INTEREST. Any interest or other profit resulting
         from the Deposit shall become part of the Deposit and treated
         hereunder as though a part of the original Deposit.

         2. RELEASE OF DEPOSIT. The Escrow Agent shall hold the Deposit in
escrow pursuant to this Agreement until authorized hereunder to deliver the
Deposit to the Company in accordance with the requirements of Section 11
hereof.

         3. CERTAIN ADDITIONAL AGREEMENTS. The Company and the Trustee shall,
upon request by the Escrow Agent, execute and deliver to the Escrow Agent
such additional written instructions and certificates hereunder as may be
reasonably required by the Escrow Agent to give effect to the provisions of
Sections 1 and 2 hereof.

         4. THE ACCOUNT. THE PARTIES AGREE AND REPRESENT THAT (a) THE ACCOUNT
HAS BEEN ESTABLISHED IN THE NAME OF THE COMPANY AS RECITED ABOVE, (b) THE
ACCOUNT IS AN ACCOUNT AS TO WHICH FINANCIAL ASSETS ARE OR MAY BE CREDITED,
(c) THE ACCOUNT HAS NO FINANCIAL ASSETS WHICH ARE REGISTERED IN THE NAME OF
THE COMPANY, PAYABLE TO ITS ORDER, OR SPECIALLY ENDORSED TO IT, WHICH HAVE
NOT BEEN ENDORSED TO THE SECURITIES INTERMEDIARY OR IN BLANK, (d) THIS
AGREEMENT IS THE VALID AND LEGALLY BINDING OBLIGATIONS OF THE SECURITIES
INTERMEDIARY, (e) EXCEPT FOR THE CLAIMS AND INTERESTS OF THE TRUSTEE AND OF
THE COMPANY IN THE ACCOUNT, SECURITIES INTERMEDIARY DOES NOT KNOW OF ANY
CLAIM TO OR INTEREST IN THE ACCOUNT OR IN ANY FINANCIAL ASSET CARRIED
THEREIN, (f) THE SECURITIES INTERMEDIARY SHALL, SUBJECT TO THE TERMS OF THIS
AGREEMENT, TREAT THE COMPANY AS ENTITLED TO EXERCISE THE RIGHTS THAT COMPRISE
ANY FINANCIAL ASSET CREDITED TO THE ACCOUNT AND (g) ALL PROPERTY DELIVERED TO
THE SECURITIES INTERMEDIARY FOR DEPOSIT TO THE ACCOUNT WILL PROMPTLY BE
CREDITED TO THE ACCOUNT. SECURITIES INTERMEDIARY WILL TREAT ALL PROPERTY HELD
BY IT IN THE ACCOUNT AS FINANCIAL ASSETS UNDER ARTICLE 8 OF THE UNIFORM
COMMERCIAL CODE, AS AMENDED (THE "CODE").

         5. NO WITHDRAWALS. Securities Intermediary shall neither accept nor
comply with any entitlement order from the Company withdrawing any financial
assets from the Account nor deliver any such financial assets to the Company
nor pay any free credit balance or other amount owing from Securities
Intermediary to the Company, except in the circumstances described in

                                       2
<PAGE>

Section 11(b), 11(c) or 11(d) hereof, as applicable, and only if the
requirements to such transfer set forth in Section 11(b), 11(c) or 11(d), as
applicable, have been satisfied. Notwithstanding the foregoing sentence or
anything to the contrary herein, following delivery to Securities
Intermediary of a Notice of Exclusive Control (as defined below) from Trustee
and, until such Notice of Exclusive Control is withdrawn by the Trustee,
Securities Intermediary shall comply only with entitlement orders given by
Trustee.

         6. PRIORITY OF LIEN. The Company hereby grants to the Trustee for
the benefit of the holders of the Notes, to secure obligations of the Company
under the Notes, a first priority security interest in the Account, all
financial assets carried therein, any free credit balance therein and any and
all proceeds of the foregoing (the "COLLATERAL"). Securities Intermediary
consents to such security interest. Securities Intermediary hereby confirms
that it will not advance any margin or other credit to the Company therein,
either directly or indirectly by executing purchase orders in excess of any
credit balance or money market mutual funds held in the Account, executing
sell orders on securities not held in the Account or by executing trades in
instruments such as options and commodities contracts that create similar
obligations, nor shall Securities Intermediary hypothecate any securities
carried in the Account. Securities Intermediary hereby waives and releases
all liens, encumbrances, claims and rights of setoff Securities Intermediary
may have against the Account or any financial asset carried in the Account or
any credit balance in the Account and agrees that, except for payment of its
customary fees and commissions, it will not assert any such lien,
encumbrance, claim or right or the priority thereof against the Account or
any financial asset carried in the Account or any credit balance in the
Account. Securities Intermediary will not agree with any third party that
Securities Intermediary will comply with entitlement orders concerning the
Account originated by such third party without the prior written consent of
Trustee and the Company. The Company represents and warrants that, except for
the security interest granted to the Trustee hereby, the Company owns the
Collateral free and clear of any and all liens and claims of others.

         7. CONTROL. Securities Intermediary will comply with entitlement
orders originated by Trustee concerning the Account without further consent
by the Company. Except as otherwise provided in Section 5 and 6 above,
Securities Intermediary shall make trades of financial assets held in the
Account at the instruction of the Company, or its authorized representative,
and comply with entitlement orders concerning such trades from the Company,
or its authorized representative in any of the Permitted Investments, until
such time as Trustee delivers a written notice to Securities Intermediary
which states that an Event of Default (as defined in the Indenture) has
occurred under the Indenture and that the Trustee is exercising exclusive
control over the Account, unless and until such notice is withdrawn. Such
notice is referred to herein as the "NOTICE OF EXCLUSIVE CONTROL." After
Securities Intermediary receives a Notice of Exclusive Control, it will
immediately cease complying with all instructions or entitlement orders
concerning the Account originated by the Company or its representative.
Trustee agrees with the Company that it shall not deliver a Notice of
Exclusive Control to Securities Intermediary unless and until an Event of
Default shall have occurred and be continuing. Further, Trustee agrees that
it shall not deliver entitlement orders except as provided in Section 11
hereof.

         8. STATEMENTS, CONFIRMATIONS AND NOTICES OF ADVERSE CLAIMS.
Securities Intermediary will send copies of all statements, confirmations and
other correspondence

                                       3
<PAGE>

concerning the Account simultaneously to the Company and Trustee at the
addresses set forth in Section 12(f) of this Agreement. If any person asserts
any lien, encumbrance or adverse claim against the Account or in any
financial asset carried therein, Securities Intermediary will promptly notify
the Company and Trustee thereof.

             9.   SECURITIES INTERMEDIARY AND ESCROW AGENT

                  (a)      Except for advancing margin or other credit to the
         Company in violation of Section 6 above, Securities Intermediary shall
         have no responsibility or liability to Trustee for making trades of
         financial assets held in the Account at the instruction of the Company,
         or its authorized representative, or complying with entitlement orders
         in accordance with Section 5 above concerning the Account from the
         Company, or its authorized representative, which are received by
         Securities Intermediary before Securities Intermediary receives a
         Notice of Exclusive Control. Securities Intermediary shall have no
         responsibility or liability to the Company for complying with a Notice
         of Exclusive Control or complying with entitlement orders concerning
         the Account originated by Trustee. Securities Intermediary shall have
         no duty to investigate or make any determination as to whether the
         conditions for the issuance of a Notice of Exclusive Control contained
         in any agreement between the Company and the Trustee have occurred.
         Neither this Agreement nor the Security Agreement imposes or creates
         any obligation or duty of Securities Intermediary other than those
         expressly set forth herein.

                  (b)      The Escrow Agent, in its capacity as such, shall
         have no duties or responsibilities, including, without limitation, a
         duty to review or interpret the Indenture, except those expressly set
         forth herein. Except for this Agreement, the Escrow Agent, in its
         capacity as such, is not a party to, or bound by, any agreement that
         may be required under, evidenced by, or arise out of the Indenture.

                  (c)      If the Escrow Agent shall be uncertain as to its
         duties or rights hereunder or shall receive instructions from any of
         the undersigned with respect to the Deposit, which, in its opinion,
         are in conflict with any of the provisions of this Agreement, it shall
         be entitled to refrain from taking any action until it shall be
         directed otherwise in writing by a joint written instruction of the
         Company and the Trustee or by order of a court of competent
         jurisdiction. The Escrow Agent shall be protected in acting upon any
         notice, request, waiver, consent, receipt or other document reasonably
         believed by the Escrow Agent to be signed by the proper party or
         parties.

                  (d)      The Escrow Agent, in its capacity as such, shall not
         be liable for any error or judgment or for any act done or step taken
         or omitted by it in good faith or for any mistake of fact or law, or
         for anything that it may do or refrain from doing in connection
         herewith, except for its own gross negligence or willful misconduct,
         and the Escrow Agent shall have no duties to anyone except the Company
         and the Trustee and their respective successors and permitted assigns.

                  (e)      The Escrow Agent may consult legal counsel in the
         event of any dispute or question as to the construction of this
         Agreement, or the Escrow Agent's duties

                                       4
<PAGE>

         hereunder, and the Escrow Agent shall incur no liability and shall be
         fully protected with respect to any action taken or omitted in good
         faith in accordance with the opinion and instructions of counsel.

                  (f)      In the event of any disagreement between the
         undersigned or any of them, and/or any other person, resulting in
         adverse claims and demands being made in connection with or for the
         Deposit (other than all claims or demands made pursuant to a duly
         delivered Notice of Exclusive Control), the Escrow Agent shall be
         entitled at its option to refuse to comply with any such claim or
         demand, so long as such disagreement shall continue, and in so doing
         the Escrow Agent shall not be or become liable for damages or interest
         to the undersigned or any of them or to any person named herein for
         its failure or refusal to comply with such conflicting or adverse
         demands. The Escrow Agent shall be entitled to continue so to refrain
         and refuse so to act until all differences shall have been resolved
         by agreement and the Escrow Agent shall have been notified thereof in
         writing signed by the Company and the Trustee. In the event of such
         disagreement which continues for ninety (90) days or more, the Escrow
         Agent in its discretion may, but shall be under no obligation to, file
         a suit in interpleader for the purpose of having the respective rights
         of the claimants adjudicated and may deposit with the court all
         documents and property held hereunder. The Company agrees to pay all
         reasonable out-of-pocket costs and expenses incurred by the Escrow
         Agent in such action, including reasonable attorneys' fees and
         disbursements.

                  (g)      The Escrow Agent is hereby indemnified by the
         Company from all losses, costs and expenses of any nature incurred by
         the Escrow Agent arising out of or in connection with this Agreement
         or with the administration of its duties hereunder, unless such losses,
         costs or expenses shall have been caused by the Escrow Agent's willful
         misconduct or gross negligence. Such indemnification shall survive the
         resignation or removal of the Escrow Agent and the termination of this
         Agreement until extinguished by any applicable statute of limitations.

                  (h)      The Escrow Agent, in its capacity as such, does not
         have any interest in the Deposit deposited hereunder but is serving as
         escrow holder only and having only possession thereof. This paragraph
         shall survive notwithstanding any termination of this Agreement or
         the resignation of the Escrow Agent.

                  (i)      The Escrow Agent (and any successor Escrow Agent)
         may at any time resign as such by giving written notice of its
         resignation to the parties hereto at least thirty (30) days prior to
         the date specified for such resignation to take effect. Upon the
         effective date of such resignation, the Deposit shall be delivered by
         it to such successor Escrow Agent or as otherwise shall be instructed
         in writing by the Company and the Trustee, whereupon the Escrow Agent
         shall be discharged of and from any and all further obligations arising
         in connection with this Agreement. If at that time the Escrow Agent
         has not received such instruction, the Escrow Agent's sole
         responsibility after that time shall be to safekeep the Deposit until
         receipt of a designation of successor Escrow Agent, or a joint written
         instruction as to disposition of the Deposit by the Company and the
         Trustee or a final order of a court of competent jurisdiction mandating
         disposition of the Deposit.

                                       5
<PAGE>

                  (j)      The Escrow Agent hereby accepts its appointment and
         agrees to act as escrow agent under the terms and conditions of this
         Agreement and acknowledges receipt of the Deposit. The Company agrees
         to pay to the Escrow Agent as payment in full for its services
         hereunder the Escrow Agent's compensation as mutually agreed by the
         parties hereto. The Company further agrees to reimburse the Escrow
         Agent for all reasonable out-of-pocket expenses, disbursements and
         advances incurred or made by the Escrow Agent in the performance of
         its duties hereunder (including reasonable fees, and out-of-pocket
         expenses and disbursements, of its counsel).

            10.   TAX REPORTING. The Company shall be responsible for
reporting all items of income, gain, expense and loss recognized in the
Account.

            11.   INTEREST PAYMENTS; PARTIAL RELEASE; TERMINATION; REMEDIES.

                  (a)      Immediately prior to or on each of the first four
         scheduled interest payment dates for the Notes, the Company shall
         (i) deposit with the Trustee cash from funds other than the Deposit
         in an amount that is sufficient to pay the interest then due or
         (ii) direct the Trustee to issue a release order to the Securities
         Intermediary providing for the release from the Account of cash
         sufficient to pay the interest on the Notes then due as directed;
         PROVIDED, HOWEVER, that if the Company fails to effect either of
         options (i) or (ii) in this Section 11(a) within the time period
         specified, the Trustee shall direct the Securities Intermediary to
         liquidate investments (to the extent required), and disburse to the
         Trustee the amounts required to be paid on the Notes as fixed
         interest with respect to the applicable interest payment date.

                  (b)      If the Company elects the option set forth in
         clause (i) of Section 11(a), and provided that no Default or Event
         of Default shall then be continuing, the Trustee promptly shall
         direct the Securities Intermediary to transfer, and the Securities
         Intermediary promptly shall transfer, an amount equal to such amount
         deposited with Trustee (the "RELEASE AMOUNT") to the Company in an
         account in the name of the Company or their designee as designated by
         the Company or its authorized representative. Concurrent with such
         transfer of the Release Amount, the security interest in the amounts
         so transferred shall be released and terminated without further
         notice, agreement or other action by any party hereto.

                  (c)      If at any time, provided that at such time a Default
         or Event of Default is not continuing, the amount of the Deposit
         exceeds the amount sufficient, in the opinion of a nationally
         recognized firm of independent public accountants selected by the
         Company, to pay in full the first four scheduled interest payments on
         the Notes not theretofore paid (the amount of such excess referred to
         as the "EXCESS AMOUNT"), and upon receipt of such public accountant's
         opinion and written direction from the Company, the Trustee promptly
         shall direct the Securities Intermediary to transfer, and the
         Securities Intermediary promptly shall transfer, an amount equal to
         the Excess Amount to the Company in an account in the name of the
         Company or their designee as designated by the Company or its
         authorized representative. Concurrent with such transfer of the
         Excess Amount, the security interest in the amount so transferred
         shall be

                                       6
<PAGE>

         released and terminated without further notice, agreement or other
         action by any party hereto.

                  (d)      After such time as the first four scheduled
         interest payments on the Notes have been made in a timely manner,
         the Trustee promptly shall direct the Securities Intermediary to
         transfer, and the Securities Intermediary promptly shall transfer,
         any and all remaining financial assets and credit balances, interest
         and other Proceeds thereof in the Account to the Company in an
         account in the name of the Company or their designee as designated by
         the Company or their authorized representative and to take such other
         steps as the Company may request to vest full ownership and control of
         the Account in the Company. Concurrent with such transfer, the security
         interest in the Account and the amount so transferred shall be
         released and terminated without further notice, agreement or other
         action by any party hereto.

                  (e)      THE RIGHTS AND POWERS GRANTED HEREIN TO TRUSTEE HAVE
         BEEN GRANTED IN ORDER TO PERFECT ITS SECURITY INTEREST IN THE ACCOUNT,
         ARE POWERS COUPLED WITH AN INTEREST AND WILL NEITHER BE AFFECTED BY
         THE BANKRUPTCY OR INSOLVENCY OF THE COMPANY NOR BY THE LAPSE OF TIME.
         THE OBLIGATIONS OF SECURITIES INTERMEDIARY UNDER SECTIONS 4, 5, 6, 7
         AND 8 ABOVE SHALL CONTINUE IN EFFECT UNTIL THE SECURITY INTEREST OF
         TRUSTEE IN THE ACCOUNT HAS BEEN TERMINATED PURSUANT TO THE TERMS OF
         THIS AGREEMENT AND TRUSTEE HAS NOTIFIED SECURITIES INTERMEDIARY OF
         SUCH TERMINATION IN WRITING. UPON RECEIPT OF SUCH NOTICE, (i) THE
         OBLIGATIONS OF SECURITIES INTERMEDIARY UNDER SECTIONS 4, 5, 6, 7 AND 8
         ABOVE WITH RESPECT TO THE OPERATION AND MAINTENANCE OF THE ACCOUNT
         AFTER THE RECEIPT OF SUCH NOTICE SHALL TERMINATE, (ii) TRUSTEE SHALL
         HAVE NO FURTHER RIGHT TO ORIGINATE ENTITLEMENT ORDERS CONCERNING THE
         ACCOUNT (OR TO DELIVER A NOTICE OF EXCLUSIVE CONTROL) AND (iii)
         SECURITIES INTERMEDIARY SHALL PROMPTLY TAKE SUCH STEPS AS THE COMPANY
         MAY REQUEST TO VEST FULL OWNERSHIP AND CONTROL OF THE ACCOUNT IN THE
         COMPANY, INCLUDING, BUT NOT LIMITED TO, TRANSFERRING ALL OF THE
         FINANCIAL ASSETS AND CREDIT BALANCES, INTEREST AND OTHER PROCEEDS
         THEREOF IN THE ACCOUNT TO ANOTHER ACCOUNT IN THE NAME OF THE COMPANY
         OR ITS DESIGNEE AS DESIGNATED BY THE COMPANY OR ITS AUTHORIZED
         REPRESENTATIVE.

                  (f)      If an Event of Default shall occur and be continuing,
         the Trustee may exercise all rights and remedies of a secured party
         under the Code or any other applicable law.

            12.   MISCELLANEOUS

                  (a)      ENTIRE AGREEMENT. This Agreement, the schedules and
         exhibits hereto and the agreements and instruments required to be
         executed and delivered hereunder set forth the entire agreement of the
         parties hereto with respect to the subject matter hereof and supersede
         and discharge all prior agreements (written or oral) and negotiations
         and all contemporaneous oral agreements concerning such subject
         matter and negotiations. There are no oral conditions precedent to the
         effectiveness of this Agreement.

                                       7
<PAGE>

                  (b)      AMENDMENTS. No amendment, modification or termination
         of this Agreement or waiver of any right hereunder shall be binding
         on any party hereto unless it is in writing and is signed by the party
         to be charged.

                  (c)      SEVERABILITY. If any term or provision set forth in
         this Agreement shall be invalid or unenforceable, the remainder of
         this Agreement, or the application of such terms or provisions to
         persons or circumstances, other than those to which it is held invalid
         or unenforceable, shall be construed in all respects as if such
         invalid or unenforceable term or provision were omitted.

                  (d)      SUCCESSORS. The terms of this Agreement shall be
         binding upon, and shall inure to the benefit of, the parties hereto
         and their respective corporate successors or assigns.

                  (e)      RULES OF CONSTRUCTION. In this Agreement, words in
         the singular number include the plural, and in the plural include the
         singular; words of the masculine gender include the feminine and the
         neuter, and when the sense so indicates words of the neuter gender may
         refer to any gender and the word "or" is disjunctive but not exclusive.
         The captions and section numbers appearing in this Agreement are
         inserted only as a matter of convenience. They do not define, limit
         or describe the scope or intent of the provisions of this Agreement.
         Except as otherwise defined herein all terms herein shall have the
         meanings ascribed thereto in Article 8 of the Code.

                  (f)      NOTICES. Any notice other communication by the
         Company, the Trustee or the Securities Intermediary to the others is
         duly given if in writing and delivered in Person or mailed by first
         class mail (registered or certified, return receipt requested) telex,
         telecopier or overnight air courier guaranteeing next day delivery,
         to the others' address:

If to the Company:

                  American Cellular Corporation
                  14201 Wireless Way
                  Oklahoma City, OK 73134
                  Attention:  Bruce Knooihuizen
                  Facsimile: (405) 529-8515

With copies to:

                  McAfee & Taft A Professional Corporation
                  211 North Robinson, 10th Floor
                  Oklahoma City, OK 73102
                  Attention:  Theodore M. Elam
                  Facsimile: (405) 235-0439

                                       8
<PAGE>

If to the Trustee:

                  United States Trust Company of New York, N.A.
                  114 West 47th Street
                  New York, New York 10036
                  Attention: Corporate Trust Administration
                  Facsimile: (212) 852-1626

           If to the Securities Intermediary:

                  United States Trust Company of New York
                  114 West 47th Street
                  New York, New York 10036
                  Attention: Corporate Trust Administration
                  Facsimile: (212) 852-1626

The Company, the Trustee, the Escrow Agent or the Securities Intermediary by
notice to the others may designate additional or different addresses for
subsequent notices or communications.

All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when answered back,
if telexed; when receipt acknowledged, if telecopied; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery, PROVIDED, HOWEVER, that notices to the Escrow
Agent shall be effective only upon receipt.

If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives
it (except in the case of the Escrow Agent).

                  (g)      FURTHER ASSURANCES. At any time and from time to
         time, upon the request of the Trustee and at the sole expense of the
         Company, the Company will promptly and duly execute and deliver such
         further instruments and documents and take such further actions as
         the Trustee may reasonably request for the purpose of obtaining or
         preserving the full benefits of this Agreement and of the rights and
         powers herein granted, including without limitation, the filing of any
         financing statements under the Code (or similar laws) in effect with
         respect to the security interests granted hereby.

                  (h)      COUNTERPARTS. This Agreement may be executed in any
         number of counterparts, all of which shall constitute one and the same
         instrument, and any party hereto may execute this Agreement by signing
         and delivering one or more counterparts.

                  (i)      CHOICE OF LAW. The parties hereto agree that certain
         material events, occurrences and transactions relating to this
         Agreement bear a reasonable relationship to the State of New York. The
         validity, terms, performance and enforcement of this Agreement shall
         be governed by the laws of the State of New York which are applicable
         to agreements which are executed, delivered and performed in that
         State.

                                       9
<PAGE>

IN WITNESS WHEREOF, the Parties hereto have caused this Escrow and Security
Agreement to be duly executed as of the day and year first above written.

                                AMERICAN CELLULAR CORPORATION


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



                                UNITED STATES TRUST COMPANY OF NEW YORK,
                                as Trustee


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


                                UNITED STATES TRUST COMPANY OF NEW YORK,
                                as Escrow Agent and Securities Intermediary


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


                                      S-1
<PAGE>

                                   EXHIBIT A

                              Permitted Investments

1.       Securities issued or directly and fully guaranteed or insured by the
         United States government or any agency or instrumentality thereof
         (provided that the full faith and credit of the United States is
         pledged in support thereof) having maturities no later than October 15,
         2003.

2.       Money market funds at least 95% of which constitute investments of the
         types described in 1 above.