<PAGE>

                    CERTIFICATE OF DESIGNATION OF VOTING POWER,
                             PREFERENCES AND RELATIVE,
                            PARTICIPATING, OPTIONAL AND
                                OTHER SPECIAL RIGHTS
                  AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS

                                         OF

                     12 1/4% JUNIOR EXCHANGEABLE PREFERRED STOCK

                                         OF

                             RURAL CELLULAR CORPORATION

                                 __________________

                        Pursuant to Section 302A.401 of the
                         Minnesota Business Corporation Act
                                 __________________

              Rural Cellular Corporation, a Minnesota corporation (the
"Company") certifies that pursuant to the authority contained in ARTICLE VI
of its Articles of Incorporation, as amended (the "Articles of
Incorporation"), and in accordance with the provisions of Section 302A.401 of
the Minnesota Business Corporation Act, the Board of Directors of the Company
(the "Board of Directors") at a meeting duly called and held on January 3,
2000, duly approved and adopted the following resolution which resolution
remains in full force and effect on the date hereof:

              RESOLVED, that pursuant to the authority vested in the Board of
Directors by the Articles of Incorporation, the Board of Directors does
hereby designate, create, authorize and provide for the issue of preferred
stock having a par value of $.01 per share, which shall be designated as
12 1/4% Junior Exchangeable Preferred Stock (the "Exchangeable Preferred
Stock") consisting of 400,000 shares which shall include 140,000 shares
issued pursuant to the Registration Statement and an additional 50,000 shares
reserved for possible future issuance from time to time and shall have the
voting powers, preferences and relative participating, optional and other
special rights, and qualifications, limitations and restrictions thereon as
follows:

<PAGE>

       1.     CERTAIN DEFINITIONS.

       Unless the context otherwise requires, the terms defined in this
SECTION 1 shall have, for all purposes of this resolution, the meanings
herein specified (with terms defined in the singular having comparable
meanings when used in the plural).

       "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person (including an
Unrestricted Subsidiary) (i) existing at the time such Person becomes a
Restricted Subsidiary or (ii) assumed in connection with the acquisition of
assets from such Person, in the case of both of the preceding clause (i) and
clause (ii), other than Indebtedness incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary or such
acquisition.  Acquired Indebtedness will be deemed to be Incurred on the date
of the related acquisition of assets from any Person or the date the acquired
Person becomes a Restricted Subsidiary.

       "ACQUIRED PERSON" has the meaning specified in the definition of
Permitted Investment.

       "ADDITIONAL SHARES" means 50,000 shares of Exchangeable Preferred
Stock authorized by this Certificate of Designation which are not being
issued on the Issue Date but which are reserved for issuance from time to
time after the Issue Date, other than Dividend Shares.

       "ADJUSTED ANNUALIZED OPERATING CASH FLOW RATIO" of any Person means
the Annualized Operating Cash Flow Ratio of such Person as adjusted to treat
all Preferred Stock of such Person as Redeemable Stock.

       "AFFILIATE" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person.  For the purposes of this definition, "control"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

       "ANNUALIZED OPERATING CASH FLOW" of any Person means the Operating
Cash Flow of such Person for the Reference Period multiplied by two.

       "ANNUALIZED OPERATING CASH FLOW RATIO" of any Person on any date (the
"Transaction Date") means, with respect to any Person and its Restricted
Subsidiaries, the ratio of (i) Consolidated Indebtedness of such Person and
its Restricted Subsidiaries on the Transaction Date (after giving pro forma
effect to the Incurrence of any Indebtedness on such Transaction Date)
divided by (ii) the aggregate amount of Annualized Operating Cash Flow

                                       2
<PAGE>

of such Person (determined on a pro forma basis after giving effect to all
dispositions of businesses made by such Person and its Restricted
Subsidiaries from the beginning of the Reference Period through the
Transaction Date as if such dispositions had occurred at the beginning of
such Reference Period); PROVIDED that for purposes of such computation, in
calculating Annualized Operating Cash Flow and Consolidated Indebtedness:
(i) the transaction giving rise to the need to calculate the Annualized
Operating Cash Flow Ratio will be assumed to have occurred (on a pro forma
basis) on the first day of the Reference Period; (ii) the incurrence of any
Indebtedness during the Reference Period or subsequent thereto and on or
prior to the Transaction Date (and the application of the proceeds therefrom
to the extent used to retire Indebtedness) will be assumed to have occurred
(on a pro forma basis) on the first day of such Reference Period; (iii)
Consolidated Interest Expense attributable to any Indebtedness (whether
existing or being incurred) bearing a floating interest rate shall be
computed as if the rate in effect on the Transaction Date had been the
applicable rate for the entire Reference Period; (iv) all members of the
consolidated group of such Person on the Transaction Date that were acquired
during the Reference Period shall be deemed to be members of the consolidated
group of such Person for the entire Reference Period and (v) the Indebtedness
and Annualized Operating Cash Flow of any Restricted Subsidiary that is not a
Wholly Owned Restricted Subsidiary shall be determined in accordance with the
actual percentage of the Person's common equity interest in such Restricted
Subsidiary on the date of determination of the Annualized Operating Cash Flow
Ratio (thus, for example, in the case of a Restricted Subsidiary in which
such Person owns a 51% common equity interest, 51% of such Subsidiary's
Indebtedness and of such Subsidiary's Annualized Operating Cash Flow would be
included in the calculation of such Person's aggregate Indebtedness and
Annualized Operating Cash Flow, respectively.  When the foregoing definition
is used in connection with the Company and its Restricted Subsidiaries,
references to a Person and its Restricted Subsidiaries in the foregoing
definition shall be deemed to refer to the Company and its Restricted
Subsidiaries.

       "APPLICABLE PREMIUM" means, with respect to any Exchangeable Preferred
Stock being redeemed or paid on any redemption date, the greater of (i) 1.0%
of the aggregate Liquidation Preference of such Exchangeable Preferred Stock
being redeemed or paid; or (ii) the excess of (A) the present value at such
redemption date of the redemption price of such Exchangeable Preferred Stock
being redeemed or paid at February 15, 2005 (such redemption price being set
forth in the table under the definition of "Applicable Redemption Price"
below) plus, all required dividend payments due on such Exchangeable
Preferred Stock being redeemed or paid through February 15, 2005 (such
dividends to be deemed to be payable in cash for purposes of such
determination (assuming a 360-day year consisting of twelve 30-day months),
but excluding accumulated and unpaid dividends since the most recent Dividend
Payment Date, computed on a quarterly basis for Exchangeable Preferred Stock
using a discount rate equal to the Treasury Rate plus 50 basis points, over,
(B) the aggregate liquidation preference of such Exchangeable Preferred Stock
being redeemed or paid.

                                       3
<PAGE>

       "APPLICABLE REDEMPTION PRICE" means, for each share of Exchangeable
Preferred Stock, the price equal to the redemption prices set forth below
(expressed as percentages of the then effective Liquidation Preference
thereof), plus, without duplication, all accumulated and unpaid dividends, if
any, to but excluding the Redemption Date (including an amount in cash equal
to a prorated dividend for the period from the Dividend Payment Date
immediately prior to but excluding the Redemption Date), if redeemed during
the 12-month period commencing on February 15 of the years set forth below:

<TABLE>
<S>                                                      <C>
              2005 . . . . . . . . . . . . . . . . . . . 106.125%
              2006 . . . . . . . . . . . . . . . . . . . 104.594%
              2007 . . . . . . . . . . . . . . . . . . . 103.063%
              2008 . . . . . . . . . . . . . . . . . . . 101.531%
              2009 and thereafter. . . . . . . . . . . . 100.000%
</TABLE>

       "ARTICLES OF INCORPORATION" has the meaning set forth in the
introductory paragraph to this resolution.

       "ASSET SALE" means the sale, conveyance, transfer, assignment or other
disposition of, directly or indirectly, in one transaction or a series of
related transactions, by the Company or any Restricted Subsidiary of the
Company of any of its property, business or assets, including any sale or
other transfer or issuance of any Capital Stock of any Restricted Subsidiary
of the Company whether owned on the Issue Date or thereafter acquired.

       "BOARD OF DIRECTORS" has the meaning set forth in the introductory
paragraph to this resolution.

       "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors, to be in full force and effect on the date of such
certification and delivered to the Transfer Agent.

       "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York City or
the State of Minnesota are authorized or obligated by law or executive order
to close.

       "CAPITAL LEASE OBLIGATION" means that portion of any obligation of a
Person as lessee under a lease which is required to be capitalized on the
balance sheet of such lessee in accordance with generally accepted accounting
principles.

                                       4
<PAGE>

       "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of equity of such Person.

       "CASH EQUIVALENTS" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the
United States of America is pledged in support thereof), in each case
maturing within one year after the date of acquisition, (ii) time deposits
and certificates of deposit of, and commercial paper issued by the parent
corporation of any domestic commercial bank or domestic branch  of any
foreign commercial bank organized in an OECD member country, in each case, of
recognized standing having capital and surplus in excess of $500 million and
commercial paper issued by others rated at least A-2 or the equivalent
thereof by Standard & Poor's Rating Group or at least P-2 or the equivalent
thereof by Moody's Investors Services, Inc. and in each case maturing within
one year after the date of acquisition, (iii) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in clauses (i) and (ii) above entered into with any financial
institution meeting the qualifications specified in clause (ii) or (iv)
herein, and (iv) investments in money market funds substantially all of whose
assets comprise securities of the types described in clauses (i) and (ii)
above.

       "CERTIFICATE OF DESIGNATION" means this Certificate of Designation of
Voting Power, Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations and Restrictions of 12 1/4%
Junior Exchangeable Preferred Stock of the Company.

       "CHANGE OF CONTROL" means (i) directly or indirectly, a sale, transfer
or other conveyance of all or substantially all the assets of the Company, on
a consolidated basis, to any "person" or "group" (as such terms are used for
purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not
applicable), excluding transfers or conveyances to or among the Company's
Wholly Owned Restricted Subsidiaries, as an entirety or substantially as an
entirety in one transaction or series of related transactions, in each case
with the effect that any Person or group of Persons owns more than 50% of the
total Voting Power entitled to vote in the election of directors, managers or
trustees of the transferee entity immediately after such transaction, (ii)
any "person" or "group" (as such terms are used for purposes of Sections
13(d) and 14(d) of the Exchange Act, whether or not applicable) is or becomes
the "beneficial owner" (as that term is used in Rules 13d-3 and 13d-5 under
the Exchange Act, whether or not applicable, except that a Person shall be
deemed to have "beneficial ownership" of all shares that any such Person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 50% of the
total Voting Power of the Company, or (iii) during any period of 24
consecutive months, individuals who at the beginning of such period
constituted the Board of Directors (together with any new directors whose
election by such Board or whose

                                       5
<PAGE>

nomination for election by the shareholders of the Company was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved), cease for any reason to constitute a
majority of the Board of Directors then in office.  For purposes of this
definition, any new directors elected by the following security holders shall
be deemed to be members of the Board of Directors at the beginning any such
24 month period: (i) the holders of Exchangeable Preferred Stock, exercising
rights pursuant to this Certificate of Designation; or (ii) if the Company
issues in connection with the Triton Acquisition Class M preferred stock,
Madison Dearborn Capital Partners III, LP and Boston Ventures Limited
Partnership V or any of their affiliates or permitted transferees, exercising
rights as holders of shares of our convertible preferred stock.

       "CHANGE OF CONTROL OFFER" has the meaning set forth in SECTION 8(a).

       "CHANGE OF CONTROL PAYMENT" has the meaning set forth in SECTION 8(a).

       "CHANGE OF CONTROL PAYMENT DATE" has the meaning set forth in SECTION
8(d).

       "CLASS A SHARE RIGHTS AGREEMENT" means the Class A Share Rights
Agreement, dated as of April 30, 1999, by and among the Company and Norwest
Bank Minnesota, National Association Rights Agent.

       "CLASS B SHARE RIGHTS AGREEMENT" means the Class B Share Rights
Agreement, dated as of April 30, 1999, by and among the Company and Norwest
Bank Minnesota, National Association Rights Agent.

       "CLASS T CONVERTIBLE PREFERRED STOCK" means any shares of the
Company's Class T convertible preferred stock issued from time to time to
Telephone & Data Systems, Inc., a Delaware corporation, and/or its affiliates
in exchange for shares of the Company's common stock, on the terms
contemplated by the Recapitalization Agreement dated as of October 31, 1999,
between the Company and Telephone & Data Systems, Inc. (as amended on
December 6, 1999), as such agreement may be amended or otherwise modified
from time to time in a manner not inconsistent with the terms of this
Certificate of Designation.

       "COMMISSION" means the United States Securities and Exchange
Commission.

       "COMMON STOCK" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution
of assets upon any voluntary or involuntary liquidation, dissolution or
winding up of such Person, to shares of Capital Stock of any other class of
such Person.

                                       6
<PAGE>

       "CONSOLIDATED INDEBTEDNESS" of any Person means at any date the
Indebtedness of such Person and its Restricted Subsidiaries at such date.

       "CONSOLIDATED INTEREST EXPENSE" of any Person means for any period the
interest expense included in an income statement (taking into account the
effect of any Interest  Hedge Agreements but without deduction of interest
income) of such Person and its Restricted Subsidiaries for such period,
including without limitation or duplication (or, to the extent not so
included, with the addition of), (i) the portion of any rental obligation in
respect of any Capital Lease Obligation allocable to interest expense in
accordance with generally accepted accounting principles; (ii) the
amortization of Indebtedness discounts; (iii) any payments or fees with
respect to letters of credit, bankers' acceptances or similar facilities;
(iv) fees with respect to Interest Hedge Agreements; (v) the portion of any
rental obligations in respect of any Sale and Leaseback Transaction allocable
to interest expense (determined as if such were treated as a Capital Lease
Obligation); and (vi) Preferred Stock dividends accrued or payable other than
dividends on Qualified Capital Stock of the Company.

       "CONSOLIDATED NET INCOME" of any Person means for any period the net
income (or loss) of such Person and its Restricted Subsidiaries for such
period determined on a consolidated basis in accordance with generally
accepted accounting principles; PROVIDED that there shall be excluded
therefrom (to the extent included and without duplication) (i) the net income
(or loss) of any Person acquired by such Person or a Restricted Subsidiary of
such Person after the Issue Date in a pooling of interests transaction for
any period prior to the date of such transaction; (ii) the net income (or
loss) of any Person that is not a Restricted Subsidiary of such Person except
to the extent of the amount of dividends or other distributions actually paid
to such Person or Restricted Subsidiary of such Person by such other Person
during such period; (iii) gains or losses from sales of assets other than
sales of assets acquired and held for resale in the ordinary course of
business; (iv) for the purposes of the covenants in SECTION 9(c), the net
income, if positive, of any Restricted Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of such net income is not at that time permitted by the
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulations applicable to such
Restricted Subsidiary and (v) all extraordinary gains and extraordinary
losses.

       "CONSOLIDATED NET WORTH" of any Person means the consolidated
shareholders' equity of such Person, determined on a consolidated basis in
accordance with generally accepted accounting principles; PROVIDED that with
respect to the Company, adjustments following the Issue Date to the
accounting books and records of the Company in accordance with Accounting
Principles Board Opinions Nos. 16 and 17 (or successor opinions thereto) or
otherwise resulting from the acquisition of control of the Company by another
Person and its Subsidiaries shall not be given effect; PROVIDED FURTHER that
such computation shall exclude  (i) any amounts attributable to Redeemable
Stock or any equity security convertible

                                       7
<PAGE>

into or exchangeable for Indebtedness, the cost of treasury stock and the
principal amount of any promissory notes receivable from the sale of the
Capital Stock of the Company or any of its Restricted Subsidiaries and (ii)
Unrestricted Subsidiaries.

       "COOPERATIVE BANK EQUITY" means non-voting equity interests in
Cooperative Banks.

       "COOPERATIVE BANKS" means lenders under the Credit Facility which are
cooperative banks.

       "CREDIT FACILITY" means the Existing Credit Facility or the New Credit
Facility, including in each case, any and all instruments and agreements
executed in connection therewith, as such documents may be amended, restated,
supplemented, renewed, replaced or otherwise modified from time to time
irrespective of any changes in the terms and conditions thereof.

       "CUMULATIVE INTEREST EXPENSE" means the total amount of Consolidated
Interest Expense of the Company and its Restricted Subsidiaries for the
period beginning July 1, 1998 through and including the end of the last
fiscal quarter preceding the date of any proposed Restricted Payment.

       "CUMULATIVE OPERATING CASH FLOW" means Operating Cash Flow of the
Company and its Restricted Subsidiaries for the period beginning July 1,
1998, through and including the end of the last fiscal quarter preceding the
date of any proposed Restricted Payment.

       "DEBENTURES TRUSTEE" has the meaning set forth in SECTION 6(a).

       "DEPOSITARY" means a clearing agency registered under the Exchange Act
that is designated to act as Depositary for the Exchangeable Preferred Stock
until a successor Depositary shall have become such pursuant to the
applicable provisions of this Certificate of Designation, and thereafter
"Depositary" shall mean such successor Depositary.  The Depositary initially
is DTC.

       "DIVIDEND PAYMENT DATE" has the meaning set forth in SECTION 3(a).

       "DIVIDEND SHARES" means shares of Exchangeable Preferred Stock paid by
the Company to Holders of then outstanding shares of Exchangeable Preferred
Stock as dividends on such outstanding shares in accordance with this
Certificate of Designation.

       "DTC" means The Depository Trust Company, a New York corporation.

       "ESCROW AGENT" means Norwest Bank Minnesota, National Association, as
escrow agent under the Escrow Agreement dated February 11, 2000.

                                       8
<PAGE>

       "ESCROW AGREEMENT" has the meaning set forth in SECTION 5(c).

       "ESCROWED FUNDS" has the meaning set forth in SECTION 5(c).

       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

       "EXCHANGE DATE" has the meaning set forth in SECTION 6(c).

       "EXCHANGE DEBENTURES" means the Company's 12 1/4% Senior Subordinated
Debentures due 2011, issuable in exchange for the Exchangeable Preferred
Stock in accordance with the terms hereof.

       "EXCHANGE INDENTURE" has the meaning set forth in SECTION 6(a).

       "EXCHANGE NOTICE" has the meaning set forth in SECTION 6(c).

       "EXCHANGEABLE PREFERRED STOCK" has the meaning designated in the
second paragraph of the recitals of the Company.

       "EXISTING CREDIT FACILITY" means the Amended and Restated Loan
Agreement, dated as of July 1, 1998, by and among the Company, and TD
Securities (USA) Inc., as arranging agent for the lenders and as such
agreement may be further amended, supplemented, restated or otherwise
modified from time to time, including without limitation, any renewals,
extensions, substitutions, refinancings, restructurings, replacements,
supplementation or other modifications of the foregoing that increase the
aggregate amount of borrowings outstanding or the aggregate commitments of
the lenders thereunder, extend or shorten the maturity of any Indebtedness
incurred thereunder or contemplated thereby or add or delete borrowers or
guarantors thereunder or that effect any other change in the terms and
conditions thereof.

       "FAIR MARKET VALUE" means, with respect to any assets or Person, the
price which could be negotiated in an arm's-length free market transaction,
for cash, between a willing seller and a willing buyer, neither of whom is
under undue pressure or compulsion to complete the transaction.  Fair Market
Value will be determined (i) if such Person or assets has a Fair Market Value
of in excess of $250,000 but not in excess of $5 million, by any officer of
the Company and evidenced by an Officers' Certificate, dated within 30 days
of the relevant transaction, or (ii) if such Person or assets has a Fair
Market Value in excess of $5 million, or more, by a majority of the Board of
Directors and evidenced by a Board Resolution, dated within 30 days of the
relevant transaction, based on an appraisal of an independent appraiser of
national reputation.

       "FINAL PAYMENT-IN-KIND DATE" has the meaning set forth in Section 3(a).

                                       9
<PAGE>

       "HOLDER" means a Person in whose name a share of Exchangeable
Preferred Stock is registered.

       "INCUR" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, guarantee or otherwise become liable in respect of such Indebtedness
or other obligation or the recording, as required pursuant to generally
accepted accounting principles or otherwise, of any such Indebtedness or
other obligation on the balance sheet of such Person (and "Incurrence,"
"Incurred," "Incurrable" and "Incurring" shall have meanings correlative to
the foregoing); PROVIDED, HOWEVER, that a change in generally accepted
accounting principles that results in an obligation of such Person that
exists at such time becoming Indebtedness shall not be deemed an Incurrence
of such Indebtedness.

       "INDEBTEDNESS" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person
and whether or not contingent, (i) every obligation of such Person for money
borrowed, (ii) every obligation of such Person evidenced by bonds,
debentures, notes or similar instruments, including obligations Incurred in
connection with the acquisition of property, assets or businesses, (iii)
every reimbursement obligation of such Person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of
such Person, (iv) every obligation of such Person issued or assumed as the
deferred purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business),
(v) every Capital Lease Obligation of such Person, (vi) the maximum fixed
redemption or repurchase price of Redeemable Stock of such Person at the time
of determination, (vii) every obligation to pay rent or other payment amounts
of such Person with respect to any Sale and Leaseback Transaction to which
such Person is a party other than any other such obligation which would
constitute an operating lease obligation of such Person under United States
generally accepted accounting principles, (viii) all obligations under
Interest Hedge Agreements, (ix) every obligation of the type referred to in
clauses (i) through (viii) of another Person and all dividends of another
Person the payment of which, in either case, such Person has guaranteed or is
responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise, or which is secured by a lien on any asset of such Person; and (x)
the liquidation value of Preferred Stock of a Subsidiary of such Person
issued and outstanding and held by other than such Person (or one of its
Restricted Subsidiaries, except that if such Restricted Subsidiary is not a
Wholly Owned Restricted Subsidiary of such Person, the portion of the
liquidation value of such Preferred Stock equal to the product of (1) the
percentage of the common equity interest of such Restricted Subsidiary that
is not owned, directly or indirectly, by such Person, and (2) the aggregate
liquidation value of such Preferred Stock shall constitute Indebtedness);
PROVIDED that for all purposes of this Certificate of Designation, (A) the
amount outstanding at any time of any Indebtedness issued with original issue
discount is the face amount of such Indebtedness less the unamortized portion
of the original issue discount of such Indebtedness at the time of its
issuance as determined in conformity with

                                       10
<PAGE>

generally accepted accounting principles, (B) money borrowed at the time of
the Incurrence of any Indebtedness in order to pre-fund the payment of
interest on such Indebtedness shall be deemed not to be "Indebtedness" and
(C) Indebtedness shall not include any liability for federal, state, local or
other taxes.  For purposes of this Certificate of Designations, the amount of
any Indebtedness shall be the amount determined in respect thereof as of the
end of the then most recently ended fiscal quarter of such Person, and in
making such determination, if any agreement relating to such obligation
provides for the netting of amounts payable by and to such Person thereunder
or if any such agreement provides for the simultaneous payment of amounts by
and to such Person or in any event until the counterparty thereunder defaults
in its corresponding payment, the in each such case, the amount of such
obligations shall be the net amount so determined, plus any premium due upon
default by such Person.

       "INTERCOMPANY INDEBTEDNESS" has the meaning set forth in SECTION 9(a).

       "INTEREST HEDGE AGREEMENTS" means any interest rate swap, cap, collar,
floor, option or swap agreements, or any similar arrangements designed to
hedge the risk of variable interest rate volatility or to reduce interest
costs, arising at any time between the Company or any of its Restricted
Subsidiaries, on the one hand, and any Person (other than an Affiliate of the
Company or any of its Restricted Subsidiaries), on the other hand, as such
agreement or arrangement may be modified, supplemented and in effect from
time to time.

       "INVESTMENT" by any Person in any other Person means (without
duplication):  (i) the acquisition (whether by purchase, merger,
consolidation or otherwise) by such Person (whether for cash, property,
services, securities or otherwise) of Capital Stock, bonds, notes,
debentures, partnership or other ownership interests or other securities of
such other Person or any agreement to make any such acquisition; (ii) the
making by such Person of any deposit with, or advance, loan or other
extension of credit to, such other Person (including the purchase of property
from another Person subject to an understanding or agreement, contingent or
otherwise, to resell such property to such other Person) or any commitment to
make any such advance, loan or extension; (iii) the entering into by such
Person of any guarantee of, or other contingent obligation with respect to,
Indebtedness or other liability of such other Person; (iv) the making of any
capital contribution by such Person to such other Person; and (v) the
designation by the Board of Directors of any Person to be an Unrestricted
Subsidiary. For purposes of the covenants described in SECTION 9(c), (x)
"Investment" shall include and be valued at the Fair Market Value of such
Person's PRO RATA interest in the net assets of any Restricted Subsidiary at
the time that such Restricted Subsidiary is designated an Unrestricted
Subsidiary and shall exclude the lesser of (A) the Fair Market Value of such
Person's PRO RATA interest in the net assets of any Unrestricted Subsidiary
at the time that such Unrestricted Subsidiary is designated a Restricted
Subsidiary and (B) the Fair Market Value of the amount of such Person's
Investments (other than Permitted Investments) made in (net of cash
distributions received from) such Unrestricted Subsidiary since the Issue
Date, and

                                       11
<PAGE>

(y) the amount of any Investment shall be the Fair Market Value of such
Investment at the time any such Investment is made.

       "ISSUE DATE" means the time and date of the first issuance of the
Exchangeable Preferred Stock.

       "JUNIOR STOCK" has the meaning set forth in SECTION 2.

       "LIEN" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien, charge, easement (other than an easement not
materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind
or nature whatsoever on or with respect to such property or assets
(including, without limitation, any conditional sale or other title retention
agreement having substantially the same economic effect as any of the
foregoing).

       "LIQUIDATION PREFERENCE" means $1,000 per share of Exchangeable
Preferred Stock.

       "MANDATORY REDEMPTION DATE" has the meaning set forth in SECTION 5(a).

       "MBCA" has the meaning set forth in SECTION 3(b).

       "NEW CREDIT FACILITY" means the amendment and restatement or the
refinancing or replacement of the Existing Credit Facility in connection with
and conditioned  upon the consummation of the Triton Acquisition, with the
same, a deletion of, or additional lenders, including, without limitation,
any successive renewals, extensions, substitutions, refinancings,
restructurings, replacements, supplementations or other modifications of the
foregoing that increase the aggregate amount of borrowings outstanding or the
aggregate commitments of the lenders thereunder, extend or shorten the
maturity of any Indebtedness incurred thereunder or contemplated thereby or
add or delete borrowers or guarantors thereunder or that effect any other
change in the terms and conditions thereof.

       "NOTES INDENTURE" means the Indenture governing the Senior
Subordinated Notes.

       "OFFICERS' CERTIFICATE" means a certificate signed by two officers at
least one of whom shall be the principal executive officer, principal
accounting officer or principal financial officer of the Company and
delivered to the Transfer Agent.

       "OPERATING CASH FLOW" for any Person for any period means (a) the
Consolidated Net Income of such Person for such period, plus (b) the sum,
without duplication (and only to the extent such amounts are deducted from
net revenues in determining such Consolidated Net Income), of (i) the
provisions for income taxes for such period for such Person and its

                                       12
<PAGE>

Subsidiaries, (ii) depreciation, amortization and other non-cash charges of
such Person and its Subsidiaries and (iii) Consolidated Interest Expense of
such Person for such period, determined, in each case, on a consolidated
basis for such Person and its Subsidiaries in accordance with generally
accepted accounting principles, less (c) the sum, without duplication (and
only to the extent such amounts are included in such Consolidated Net Income)
of (i) all extraordinary gains of such Person and its Subsidiaries during
such period and (ii) the amount of all cash payments made during such period
by such Person and its Subsidiaries to the extent such payments relate to
non-cash charges that were added back in determining Operating Cash Flow for
such period or for any prior period; and in the case of a Restricted
Subsidiary that is not a Wholly Owned Restricted Subsidiary, the
determination of the percentage of the Operating Cash Flow of such Restricted
Subsidiary that is to be included in the calculation of the Company's
Annualized Operating Cash Flow Ratio shall be made on a pro forma basis on
the assumption that the percentage of the Company's common equity interest in
such Restricted Subsidiary throughout the applicable Reference Period was
equivalent to its common equity interest on the date of the determination.
When the foregoing definition is used in connection with the Company and its
Restricted Subsidiaries, references to a Person and its Subsidiaries in the
foregoing definition shall be deemed to refer to the Company and its
Restricted Subsidiaries.

       "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company, and who shall be reasonably acceptable to the
Transfer Agent, delivered to the Transfer Agent.

       "PARITY STOCK" has the meaning set forth in SECTION 2(a).

       "PAYING AGENT" means any Person authorized by the Company to pay the
Liquidation Preference (and premium, if any) or accumulated and unpaid
dividends, if any, on any Exchangeable Preferred Stock on behalf of the
Company.

       "PERMITTED INVESTMENTS" means:  (i) Investments in Cash Equivalents;
(ii) Investments in the Company or a Restricted Subsidiary (other than
payments described in clause (B) of SECTION 9(c)(ii) and Investments in the
Company by one of its Restricted Subsidiaries pursuant to clause (ii) of the
definition of "Restricted Payments"), (iii) Investments in a Person
substantially all of whose assets are of a type generally used in a Wireless
Communications Business (an "Acquired Person") if, as a result of such
Investments, (A) the Acquired Person immediately thereupon becomes a
Restricted Subsidiary or (B) the Acquired Person immediately thereupon either
(1) is merged or consolidated with or into the Company or any of its
Restricted Subsidiaries or (2) transfers or conveys all or substantially all
of its assets to, or is liquidated into, the Company or any of its Restricted
Subsidiaries; (iv) Investments in accounts and notes receivable acquired in
the ordinary course of business; (v) any securities received in connection
with an Asset Sale  that would comply with Section 1015 of the Exchange
Indenture if the Exchange Debentures

                                       13
<PAGE>

were issued; (vi) advances and prepayments for asset purchases in the
ordinary course of business in a Wireless Communications Business of the
Company or a Restricted Subsidiary; (vii) customary loans or advances made in
the ordinary course of business to officers, directors or employees of the
Company or any of its Restricted Subsidiaries for travel, entertainment, and
moving and other relocation expenses; (viii) the purchase of Cooperative Bank
Equity in Cooperative Banks to the extent required by the charter documents
of such Cooperative Banks in connection with the Incurrence of any
Indebtedness which is provided by such Cooperative Banks under the Credit
Facility, PROVIDED that such Incurrence is permitted under the terms of this
Certificate of Designation; (viii) any Investment by the Company of Qualified
Capital Stock Proceeds received after July 1, 1998 in any Unrestricted
Subsidiary which conducts or will conduct a Telecommunications Business
(PROVIDED that any such Qualified Capital Stock Proceeds used to consummate
the Triton Acquisition shall be deemed not to have been used and shall remain
available for such an Investment); and (ix) Investments in Wireless Alliance
during the period it is an Unrestricted Subsidiary not exceeding $25 million
in the aggregate made after July 1, 1998; PROVIDED that (I) the matters
referenced in clauses (iii) and (ix) above shall not be Permitted Investments
if made at any time that a Voting Rights Triggering Event or event which with
notice or lapse of time or both would become a Voting Rights Triggering Event
has occurred and is continuing and (II) matters referenced in clause (viii)
above shall not be a Permitted Investment if at any time (A) a Voting Rights
Triggering Event or event which with notice or lapse of time or both would
become a Voting Rights Triggering Event has occurred and is continuing and
(B) the Company would not be permitted to Incur an additional $1.00 of
Indebtedness pursuant to Clause (i) of SECTION 9(a) and (III) following any
Permitted Investment pursuant to clause (viii), the Unrestricted Subsidiary
in which such Investment is made shall be prohibited from using the proceeds
of such Investment (directly or indirectly) to make any Restricted Payment
with respect to Junior Stock or options, warrants or rights to acquire the
Company's Junior Stock of the type described in clause (ii) of  the
definition of Restricted Payment.

       "PERSON" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

       "PREFERRED STOCK" means, with respect to any Person, and any and all
shares of Capital Stock of such Person that have preferential rights to any
other Capital Stock of such Person with respect to dividends or redemptions
or upon liquidation.

       "PROSPECTUS" means the Prospectus dated February 8, 2000 with respect
to the offering of, INTER ALIA, the Exchangeable Preferred Stock.

       "PUBLIC EQUITY OFFERING" means an underwritten public offering of
common stock of the Company pursuant to an effective registration statement
filed with the Commission in accordance with the Securities Act.

                                       14
<PAGE>

       "QUALIFIED CAPITAL STOCK" means, with respect to any Person, any and
all shares of Capital Stock other than Redeemable Stock issued by such
Person, and any options, warrants or other rights to purchase such Capital
Stock.

       "QUALIFIED CAPITAL STOCK PROCEEDS" means, with respect to any Person,
(a) in the case of any sale of Qualified Junior Stock (other than to any
Subsidiary), the aggregate net cash proceeds received by such Person, after
payment of expenses, commissions and the like, Incurred by such Person in
connection therewith, and net of Indebtedness that such Person Incurred,
guaranteed, or otherwise became liable for in connection with the issuance or
acquisition of such Qualified Junior Stock; and (b) in the case of any
exchange, exercise, conversion or surrender of any Redeemable Stock,
Qualified Capital Stock (other than Qualified Junior Stock) or Indebtedness
of such Person issued (other than to any Subsidiary) for cash after the Issue
Date for or into shares of Qualified Junior Stock of such Person, the
aggregate net cash proceeds received from the issuance of such Redeemable
Stock, Qualified Capital Stock or Indebtedness, plus the aggregate net cash
proceeds, if any, received by such Person upon such exchange, exercise,
conversion or surrender of such Redeemable Stock, Qualified Capital Stock or
Indebtedness, and less any and all payments made to the security holders, and
all other expenses, commissions and the like Incurred by such Person or any
Subsidiary in connection therewith.

       "QUALIFIED JUNIOR STOCK" means Junior Stock that does not constitute
Redeemable Stock.

       "QUALIFYING EVENT" means a Public Equity Offering or one or more
Strategic Equity Investments which in either case results in aggregate net
proceeds of not less than $50 million; PROVIDED that any Public Equity
Offering or Strategic Equity Investment, the net proceeds from which are
intended to be used to consummate the Triton acquisition, shall not be a
Qualifying Event.

       "RECORD DATE" has the meaning set forth in SECTION 3(a).

       "REDEEMABLE STOCK" of any Person means any equity security of such
Person that by its terms or otherwise is required to be redeemed prior to the
Mandatory Redemption Date or is redeemable at the option of the holder
thereof (other than an equity security that is redeemable at the option of
the holder and the applicable redemption price is payable only in shares of
Qualified Junior Stock) at any time prior to the Mandatory Redemption Date,
PROVIDED that any Capital Stock that would not constitute Redeemable Stock
but for provisions thereof giving holders thereof the right to require such
Person to repurchase or redeem such Capital Stock upon the occurrence of a
"change of control" occurring prior to the Mandatory Redemption Date shall
not constitute Redeemable Stock if the "change of control" provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the provisions contained in SECTION 8 and such Capital
Stock

                                       15
<PAGE>

specifically provides that such Person will not repurchase or redeem any such
stock pursuant to such provision prior to the Company's repurchase of the
Exchangeable Preferred Stock as required pursuant to SECTION 8.

       "REDEMPTION DATE" has the meaning set forth in SECTION 5(e).

       "REFERENCE PERIOD" with regard to any Person means the last two full
fiscal quarters of such Person immediately preceding any date upon which any
determination is to be made pursuant to the terms of the Senior Subordinated
Notes or this Certificate of Designation.

       "REGISTRATION STATEMENT" means the Registration Statement on Form S-3
dated January 7, 2000 with respect to the offering of, INTER ALIA, the
Exchangeable Preferred Stock, as amended by Amendment No. 1 to the
Registration Statement on Form S-3 dated February 4, 2000 and Amendment No. 2
to the Registration Statement on Form S-3 dated February 7, 2000.

       "RELATED PERSON" of any Person means any other Person owning (a) 5% or
more of the outstanding Common Stock of such Person or (b) 5% or more of the
Voting Power of such Person.

       "RESTRICTED PAYMENT" means, with respect to any Person, (i) any
declaration or payment of a dividend or other distribution on any shares of
Junior Stock of such Person or any Subsidiary of such Person (other than a
dividend payable solely in shares of its Junior Stock or options, warrants or
other rights to acquire its Junior Stock and other than any declaration or
payment of a dividend or other distribution by a Restricted Subsidiary to the
Company or another Restricted Subsidiary), (ii) any payment on account of the
purchase, redemption, retirement or acquisition of (A) any shares of Junior
Stock of such Person or any Subsidiary of such Person held by other than such
Person or any of its Restricted Subsidiaries or (B) any option, warrant or
other right to acquire shares of Junior Stock of such Person or any
Subsidiary held by other than such Person or any of its Restricted
Subsidiaries, in each case other than pursuant to the cashless exercise of
options, (iii) any Investment (other than a Permitted Investment) made by
such Person; PROVIDED that the term "Restricted Payment" does not include the
payment of a dividend or other distribution by any Restricted Subsidiary on
shares of its Capital Stock that is paid PRO RATA to all holders of such
Capital Stock.

       "RESTRICTED SUBSIDIARY" of any Person means any Subsidiary of such
Person other than an Unrestricted Subsidiary.

       "SALE AND LEASEBACK TRANSACTION" of any Person means an arrangement
with any lender or investor or to which such lender or investor is a party
providing for the leasing by such Person of any property or asset of such
Person which has been or is being sold or

                                       16
<PAGE>

transferred by such Person more than 270 days after the acquisition thereof
or the completion of construction or commencement of operation thereof to
such lender or investor or to any Person to whom funds have been or are to be
advanced by such lender or investor on the security of such property or
asset.  The stated maturity of such arrangement shall be the date of the last
payment of rent or any other amount due under such arrangement prior to the
first date on which such arrangement may be terminated by the lessee without
payment of a penalty.

       "SECURITIES ACT" means the Securities Act of 1933, as amended.

       "SENIOR INDEBTEDNESS" means the principal of (and premium, if any) and
interest (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to the Company whether or not a
claim for post-petition interest is allowed in such proceeding) on (i)
Indebtedness of the Company created pursuant to the Credit Facility and all
other obligations thereunder or under the notes, security documents, pledge
agreements, Interest Hedge Agreements or other agreements or instruments
executed in connection therewith, (ii) Indebtedness of the Company created
pursuant to any vendor financing Incurred for the acquisition, construction
or improvement by the Company or any of its Restricted Subsidiaries of assets
in the Wireless Communications Business, (iii) all other Indebtedness of the
Company referred to in the definition of Indebtedness other than (A)
Indebtedness incurred pursuant to  clauses (iv) and (vi) thereof (and clause
(ix) thereof to the extent applicable to Indebtedness Incurred under clauses
(iv) and (vi) thereof), whether Incurred on or prior to the Issue Date and
(B) the Senior Subordinated Notes, and (iv) amendments, renewals, extensions,
modifications, refinancings and refundings of any such Indebtedness;
PROVIDED, HOWEVER, that the following shall not constitute Senior
Indebtedness: (A) any Indebtedness owed to a Person when such Person is a
Restricted Subsidiary of the Company, (B) any Indebtedness which by the terms
of the instrument creating or evidencing the same is not superior in right of
payment to the Exchange Debentures, if and when issued, (C) any Indebtedness
Incurred in violation of this Certificate of Designation (but, as to any such
Indebtedness, no such violation shall be deemed to exist for purposes of this
clause (c) if the holder(s) of such Indebtedness or their representative
shall have received an Officers' Certificate from us to the effect that the
Incurrence of such Indebtedness does not (or in the case of revolving credit
Indebtedness, that the Incurrence of the entire committed amount thereof at
the date on which the initial borrowing thereunder is made would not) violate
this Certificate of Designation, (D) any Indebtedness which is subordinated
in right of payment to any other Indebtedness of the Company, (E)
Indebtedness or other obligations of or amounts owed by the Company or its
Restricted Subsidiaries for compensation to its employees, as applicable, or
for services rendered by such employees to the Company or any of its
Restricted Subsidiaries or (F) any liability for federal, state, local or
other taxes owed or owing by the Company.

                                       17
<PAGE>

       "SENIOR PREFERRED EXCHANGE INDENTURE" means the indenture governing
the Company's 11 3/8% senior subordinated debentures.

       "SENIOR PREFERRED STOCK" means the 11 3/8%  senior exchangeable
preferred stock of the Company.

       "SENIOR STOCK" has the meaning set forth in SECTION 2(a).

       "SENIOR SUBORDINATED NOTES" means the 9 5/8% Senior Subordinated Notes
due 2008 of the Company.

       "SHARE RIGHTS AGREEMENTS" means the Class A Share Rights Agreement and
the Class B Share Rights Agreement.

       "SIGNIFICANT SUBSIDIARY" shall have the meaning set forth in Rule 1-02
of Regulation S-X under the Securities Act; PROVIDED that all references to
"10 percent" under such definition shall be deemed to be references to "5
percent."

       "SPECIAL MANDATORY REDEMPTION" has the meaning set forth in SECTION
5(c).

       "STRATEGIC EQUITY INVESTMENT" means an investment in Qualified Junior
Stock made by a Strategic Investor in an aggregate amount of not less than
$50 million.

       "STRATEGIC INVESTOR" means a Person (other than an Affiliate of the
Company or a Person who by virtue of such Investment becomes such an
Affiliate) engaged in one or more Telecommunications Businesses with an
equity market capitalization at the time such Person makes a Strategic Equity
Investment in the Company in excess of $1.0 billion.

       "SUBSIDIARY" means, as applied to any Person, (a) any corporation of
which more than fifty percent (50%) of the outstanding Capital Stock (other
than directors' qualifying shares) having ordinary Voting Power to elect its
board of directors, regardless of the existence at the time of a right of the
holders of any class or classes of securities of such corporation to exercise
such Voting Power by reason of the happening of any contingency, or any
entity other than a corporation of which more than fifty percent (50%) of the
outstanding ownership interests, is at the time owned directly or indirectly
by such Person, or by one or more Subsidiaries of such Person, or by such
Person and one or more Subsidiaries of such Person, or (b) any other entity
which is directly or indirectly controlled or capable of being controlled by
such Person, or by one or more Subsidiaries of such Person, or by such Person
and one or more Subsidiaries of such Person.

       "TELECOMMUNICATIONS BUSINESS" means the business of (i) transmitting,
or providing services relating to the transmission of, voice, video or data
through owned or leased wireline

                                       18
<PAGE>

or wireless transmission facilities, (ii) creating, developing, constructing,
installing, repairing, maintaining or marketing communications-related
systems, network equipment and facilities, software and other products, or
(iii) evaluating, owning, operating, participating in or pursuing any other
business that is primarily related to those identified in clause (i) or (ii)
above (in the case of this clause (iii), however, in a manner consistent with
the Company's manner of business on the Issue Date), and shall, in any event,
include all businesses in which the Company or any of its Subsidiaries is
engaged on the Issue Date or has entered into agreements to engage in or to
acquire a company to engage in or contemplate engaging in, as expressly set
forth in the Prospectus; PROVIDED that the determination of what constitutes
a Telecommunications Business shall be made in good faith by the Board of
Directors.

       "TRANSFER AGENT" means Norwest Bank Minnesota, National Association, a
national banking association.

       "TREASURY RATE" means, as of any redemption date, the yield to
maturity as of such redemption date of United States Treasury Securities with
a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 (519) that has become publicly available at
least two Business Days prior to the redemption date (or, if such Statistical
Release is no longer published, any publicly available source of similar
market data)) most nearly equal to the period from the redemption date to
February 15, 2005, PROVIDED HOWEVER, that if the period from the redemption
date to February 15, 2005 is less than one year, the weekly average yield on
actually traded United States Treasury Securities adjusted to a constant
maturity of one year shall be used.

       "TRITON ACQUISITION" means the acquisition by the Company of
substantially all of the assets of Triton Cellular Partners, L.P. and its
affiliates and the acquisition of one of its Subsidiaries.

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

       "UNDESIGNATED SHARES" means the Undesignated shares of the capital
stock of the Company which are authorized under its Articles of Incorporation.

       "UNRESTRICTED SUBSIDIARY" of any Person means (i) any Subsidiary of
such Person that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors of such Person in the
manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of any Person may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital
Stock of, or owns or holds any Lien on any property of, such Person or any
Restricted Subsidiary; PROVIDED that either (A) the Subsidiary to be so
designated has total assets of $1,000 or less or (B) if such Subsidiary has
assets greater than $1,000, such Person's PRO RATA interest in the

                                       19
<PAGE>

Fair Market Value of the net assets of such Subsidiary at the time of such
designation would be permitted as an Investment under SECTION 9(c).  The
Board of Directors of any Person may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary of such Person; PROVIDED that immediately after
giving effect to such designation (x) such Person would be permitted to Incur
$1.00 of additional Indebtedness pursuant to SECTION 9(a) and (y) no Voting
Rights Triggering Event or event which with notice or lapse of time or both
would become a Voting Rights Triggering Event has occurred and is continuing.
Any such designation by the Board of Directors shall be evidenced by a Board
Resolution submitted to the Transfer Agent.  Wireless Alliance shall be
deemed an Unrestricted Subsidiary as of the Issue Date and shall thereafter
remain an Unrestricted Subsidiary unless and until designated by the Board of
Directors as a Restricted Subsidiary in accordance with the terms of this
Certificate of Designation.

       "VOTING POWER" of any Person means the aggregate number of votes of
all classes of Capital Stock of such Person which ordinarily have voting
power for the election of directors of such Person.

       "VOTING RIGHTS TRIGGERING EVENT" has the meaning set forth in SECTION
7(b).

       "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall
at the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Restricted Subsidiaries of such Person.

       "WIRELESS ALLIANCE" means Wireless Alliance, LLC, a Minnesota limited
liability company.

       "WIRELESS COMMUNICATIONS BUSINESS" means any business substantially
related to the ownership, development, operation or acquisition of fixed and
mobile wireless communications services permitted under the Federal
Communications Commission's ("FCC") Commercial Mobile Radio Service rules
(and the related provisions of the FCC's Public Mobile Services and Personal
Communications Services rules), and other related telecommunications business
services.

       2.     RANKING.

       (a)    The Exchangeable Preferred Stock shall, with respect to
dividend rights and rights upon the liquidation, winding-up and dissolution
of the Company, rank (i) junior to the Senior Preferred Stock, including an
"add-on" issue of an additional 25,000 shares of such Senior Preferred Stock
issued concurrently with the Exchangeable Preferred Stock being issued under
this Certificate of Designation and the Class T Convertible Preferred

                                       20
<PAGE>

Stock; (ii) senior to all classes of common stock of the Company and to each
other class of Capital Stock established after the Issue Date by the Board of
Directors the terms of which expressly provide that it ranks junior to the
Exchangeable Preferred Stock as to dividend rights and rights upon the
liquidation, winding-up and dissolution of the Company including any shares
of the Company's Class M preferred stock and any shares of the Company's
Series A junior participating preferred stock or Series B junior
participating preferred stock issued to holders of the Company's Class A
common stock or Class B common stock, respectively, pursuant to either of the
Share Rights Agreements (collectively referred to, together with all classes
of common stock of the Company, as "Junior Stock"); (iii) subject to certain
conditions, described below, on a parity with each other class of Capital
Stock established after the date of the Prospectus by the Board of Directors,
the terms of which expressly provide that such class or series will rank on a
parity with the Exchangeable Preferred Stock as to dividend rights and rights
upon the liquidation, winding-up and dissolution of the Company (collectively
referred to as "Parity Stock"); and (iv) subject to certain conditions
described below, junior to each class of Capital Stock established after the
date of the Prospectus by the Board of Directors the terms of which do not
expressly provide that such class or series of Capital Stock will rank junior
to, or on a parity with, the Exchangeable Preferred Stock as to dividend
rights and rights upon liquidation, winding-up and dissolution of the Company
(collectively referred to as "Senior Stock").

       (b)    The Company shall not authorize or issue any new class of
Senior Stock or Parity Stock without the affirmative vote or consent (voting
or consenting as one class) of the holders of at least (i) 66 2/3% of the
shares of Exchangeable Preferred Stock then outstanding with respect to
Senior Stock and (ii) a majority of the shares of Exchangeable Preferred
Stock then outstanding with respect to Parity Stock; PROVIDED that any shares
of Exchangeable Preferred Stock and the Class T Convertible Preferred Stock
may be issued by us without the approval of the Holders of the Exchangeable
Preferred Stock; PROVIDED FURTHER that, without the approval of Holders of
the Exchangeable Preferred Stock, the Company may issue shares of Senior
Stock in exchange for, or the proceeds of which are used to redeem or
purchase,  all (but not less than all) shares of the Exchangeable Preferred
Stock then outstanding in accordance with this Certificate of Designation.

       3.     DIVIDENDS.

       (a)    The Holders of the outstanding shares of the Exchangeable
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds of the Company legally available therefor,
dividends on the Exchangeable Preferred Stock, which shall accrue at a rate
per annum equal to 12.25%.  If at any time dividends on the Exchangeable
Preferred Stock are in arrears and unpaid for six or more quarterly dividend
periods (whether or not consecutive), Holders of Exchangeable Preferred Stock
will be entitled to the voting rights specified in SECTION 7 of this
Certificate of Designation.  All dividends will be cumulative, whether or not
earned or declared, from February 15, 2000 and

                                       21
<PAGE>

will be payable quarterly in arrears on February 15, May 15, August 15, and
November 15, of each year, commencing on May 15, 2000 or, if any such date is
not a Business Day, on the next succeeding Business Day (each, a "Dividend
Payment Date") to the Holders of record on February 1, May 1, August 1, or
November 1, immediately preceding the relevant Dividend Payment Date (each, a
"Record Date").  On or before February 15, 2005 (the "Final Payment-in-Kind
Date"), the Company may, at its option, pay dividends in cash or in Dividend
Shares (including fractional shares, PROVIDED that the Company may, at its
option, pay cash in lieu of issuing fractional shares) having an aggregate
Liquidation Preference equal to the amount of such dividends.  After the
Final Payment-in-Kind Date, dividends shall be paid only in cash.  The
issuance of such Dividend Shares of Exchangeable Preferred Stock shall
constitute "payment" of the related dividend for all purposes of this
Certificate of Designation.  Dividends payable on the Exchangeable Preferred
Stock will be computed on the basis of a 360-day year consisting of twelve
30-day months and shall be deemed to accrue on a daily basis.

       (b)    Dividends on the Exchangeable Preferred Stock shall accrue
whether or not the Company has earnings or profits, whether or not there are
funds legally available for the payment of such dividends and whether or not
dividends are declared.  If any dividend (or portion thereof) payable on any
Dividend Payment Date on or before the Final Payment-in-Kind Date, is not
declared or paid in full in cash or in Dividend Shares as described above on
such Dividend Payment Date, the amount of the accumulated and unpaid
dividends will bear interest at the dividend rate on the Exchangeable
Preferred Stock, compounding quarterly from such Dividend Payment Date until
paid in full.  If any dividend (or portion thereof) payable on any Dividend
Payment Date after the Final Payment-in-Kind Date, is not declared or paid in
full in cash on such Dividend Payment Date, the amount of the accumulated and
unpaid dividend will bear interest at the dividend rate on the Exchangeable
Preferred Stock, compounding quarterly from such Dividend Payment Date until
paid in full.  The Company shall take all actions required or permitted under
the Business Corporation Act of the State of Minnesota (the "MBCA") to permit
the payment of dividends on the Exchangeable Preferred Stock, including,
without limitation, through the revaluation of its assets in accordance with
the MBCA, to make or keep funds legally available for the payment of
dividends.

       (c)    No full dividends shall be declared or paid or funds set apart
for the payment of dividends on any Parity Stock for any period unless full
cumulative dividends shall have been or contemporaneously are declared and
paid (or are deemed declared and paid) in full or declared and, if payable in
cash, a sum in cash sufficient for such payment set apart for such payment on
the Exchangeable Preferred Stock.  If full dividends are not so paid, the
Exchangeable Preferred Stock will share dividends PRO RATA with the Parity
Stock.  Unless full cumulative dividends on all outstanding shares of
Exchangeable Preferred Stock for all past dividend periods shall have been
declared and paid, or declared and a sufficient sum for the payment thereof
set apart, then: (i) no dividend (other than a dividend on Junior Stock

                                       22
<PAGE>

payable solely in shares of any Junior Stock) shall be declared or paid upon
(or deemed paid), or any sum set apart for the payment of dividends upon, any
shares of Junior Stock; (ii) no other distribution shall be declared or made
upon, or any sum set apart for the payment of any distribution upon, any
shares of Junior Stock, other than a distribution consisting solely of Junior
Stock; (iii) no shares of Junior Stock or Parity Stock shall be repurchased,
redeemed or otherwise acquired or retired by the Company or any of its
Subsidiaries; and (iv) no monies shall be paid into or set apart or made
available for a sinking or other like fund for the purchase, redemption or
other acquisition or retirement for value of any shares of Junior Stock or
Parity Stock by the Company or any of its Subsidiaries.  Dividends on account
of arrears for any past dividend period and dividends in connection with any
optional redemption may be declared and paid at any time, without reference
to any regular Dividend Payment Date, to holders of record of the
Exchangeable Preferred Stock on such date, not more than 45 days prior to the
payment thereof, as may be fixed by the Board of Directors.

       4.     LIQUIDATION PREFERENCE.

       Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company or reduction or decrease in its Capital Stock
resulting in a distribution of assets to the holders of any class or series
of the Company's Capital Stock, Holders of  Exchangeable Preferred Stock
($1,000 per share) shall be entitled to payment, out of the assets of the
Company available for distribution to stockholders, the Liquidation
Preference per share of Exchangeable Preferred Stock, plus, without
duplication, an amount in cash equal to all accumulated and unpaid dividends
thereon to but excluding the date fixed for liquidation, dissolution or
winding-up (including an amount equal to a prorated dividend for the period
from the last Dividend Payment Date to the date fixed for liquidation,
dissolution or winding-up), before any distribution is made on any Junior
Stock, including, without limitation, common stock of the Company.  If, upon
any voluntary or involuntary liquidation, dissolution or winding-up of the
Company, the amounts payable with respect to the Exchangeable Preferred Stock
and all other Parity Stock are not paid in full, the Holders of the
Exchangeable Preferred Stock and the Parity Stock shall share equally and
ratably in any distribution of assets of the Company in proportion to the
full Liquidation Preference to which each is entitled.  After payment of the
full amount of the Liquidation Preference and accumulated and unpaid
dividends to which they are entitled, the Holders of shares of Exchangeable
Preferred Stock shall not be entitled to any further participation in any
distribution of assets of the Company.  However, neither the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property or assets of
the Company nor the consolidation or merger of the Company with or into one
or more Persons shall be deemed to be a  liquidation, dissolution or
winding-up of the Company.

                                       23
<PAGE>

       5.     REDEMPTION BY THE COMPANY.

       (a)    On February 15, 2011 (the "Mandatory Redemption Date"), the
Company shall be required to redeem (subject to the MBCA) in whole all
outstanding shares of Exchangeable Preferred Stock at a price in cash equal
to 100% of the aggregate Liquidation Preference thereof, plus, without
duplication, all accumulated and unpaid dividends, if any, to but excluding
the Redemption Date (including an amount in cash equal to a prorated dividend
for the period from the Dividend Payment Date immediately prior to the
Redemption Date to but excluding the Redemption Date).  The Company shall not
be required to make sinking fund payments to protect the Liquidation
Preference with respect to the Exchangeable Preferred Stock.

       (b)    Except as provided in the third and fifth sentences of this
Section 5(b), the Exchangeable Preferred Stock shall not be redeemed at the
option of the Company prior to  February 15, 2005.  The Exchangeable
Preferred Stock may be redeemed (subject to contractual and other
restrictions with respect thereto and to the MBCA) at any time, in whole or
from time to time in part, at the Company's option, on not less than 30 nor
more than 60 days prior notice, on or after February 15, 2005, at the
Applicable Redemption Price.  In addition, at any time prior to February 15,
2003, the Company may redeem shares of Exchangeable Preferred Stock having an
aggregate Liquidation Preference of up to 35% of the aggregate Liquidation
Preference of all shares of Exchangeable Preferred Stock (including
Additional Shares and Dividend Shares) issued, from the net cash proceeds of
a Qualifying Event at a price equal to 12.25% of the aggregate Liquidation
Preference thereof, plus, without duplication, accumulated and unpaid
dividends, if any, to but excluding the Redemption Date (including an amount
in cash equal to a prorated dividend for the period from the Dividend Payment
Date immediately prior to the Redemption Date but excluding the Redemption
Date), subject to the right of Holders of record on the relevant Record Date
to receive dividends due on a Dividend Payment Date; PROVIDED, that at least
65% of the aggregate Liquidation Preference of the Exchangeable Preferred
Stock originally issued remains outstanding immediately following such
redemption.  Any such redemption must be made within 60 days after the
related Qualifying Event.  In addition, at any time prior to  February 15,
2005, the Exchangeable Preferred Stock may be redeemed at the option of the
Company, in whole but not in part, at a redemption price equal to 100% of the
aggregate Liquidation Preference thereof plus the Applicable Premium as of,
and accumulated and unpaid dividends, if any, to but excluding, the
Redemption Date.

       (c)    Pending the consummation of the Triton Acquisition, the Company
will deposit the net proceeds (the "Escrowed Funds") from the sale of the
Exchangeable Preferred Stock in an escrow account.  In the event the
consummation of the Triton Acquisition has not occurred on or prior to June
30, 2000 (or, in the case described below, September 30, 2000), then the
Company will use 100% of such net proceeds to redeem all the Exchangeable
Preferred Stock (the "Special Mandatory Redemption") at a redemption price in
cash equal

                                       24
<PAGE>

to 101% of the aggregate Liquidation Preference of the Exchangeable Preferred
Stock plus accumulated and unpaid dividends, if any, to the Special Mandatory
Redemption Date.  For purposes hereof, "Special Mandatory Redemption Date"
means July 15, 2000, in the event the consummation of the Triton Acquisition
has not occurred by June 30, 2000; PROVIDED that in the event the Triton
Acquisition is not consummated by June 30, 2000 solely as a result of the
failure of any Person to receive any necessary consent, approval, order or
authorization of any governmental authority, the Special Mandatory Redemption
Date shall be October 15, 2000.  Upon consummation of the issuance of the
Exchangeable Preferred Stock, the Company and Norwest Bank Minnesota,
National Association, as Escrow Agent, will enter into an escrow agreement
(the "Escrow Agreement").  Pursuant to the Escrow Agreement, the Escrowed
Funds will be held by the Escrow Agent in an escrow account and will be
required to be invested in cash equivalents (as defined in the Escrow
Agreement).  The Company will be permitted to obtain a full release of assets
in the Escrow Account upon consummation of the Triton Acquisition.

       (d)    In case of redemption of less than all of the shares of
Exchangeable Preferred Stock at the time outstanding, the shares to be
redeemed shall be determined PRO RATA, except that the Company may redeem
such shares held by a Holder of fewer than 100 shares without regard to such
PRO RATA redemption requirement.

       (e)    Notice of any redemption shall be sent by or on behalf of the
Company not less than 30 nor more than 60 days prior to the date specified
for redemption in such notice (including the Mandatory Redemption Date, the
"Redemption Date"), by first class mail, postage prepaid, to all Holders of
record of the Exchangeable Preferred Stock at their registered address;
PROVIDED that notice of any Special Mandatory Redemption shall be sent not
less than 10 nor more than 15 days prior to the Special Mandatory Redemption
Date.  In addition to any information required by law or by the applicable
rules of any exchange upon which Exchangeable Preferred Stock may be listed
or admitted to trading, such notice shall state: (i) whether such redemption
is being made pursuant to the optional or the mandatory redemption provisions
hereof; (ii) the Redemption Date or Special Mandatory Redemption Date, as
applicable; (iii) the redemption price; (iv) if less than all the outstanding
shares of Exchangeable Preferred Stock are to be redeemed, the Liquidation
Preference of, and the accrued and unpaid dividends on, the shares of
Exchangeable Preferred Stock to be redeemed; (v)  that on the Redemption Date
the redemption price shall become due and payable upon each share of
Exchangeable Preferred Stock to be redeemed; and (vi) the place or places
where shares are to be surrendered for payment of the redemption price.  Upon
the mailing of any such notice of redemption, the Company shall become
obligated to redeem at the time of redemption specified thereon all shares
called for redemption.

       (f)    If notice has been mailed in accordance with SECTION 5(e) above
and, PROVIDED that on or before the Redemption Date specified in such notice,
all funds necessary for such redemption shall have been set aside by the
Company, separate and apart from its other funds

                                       25
<PAGE>

in trust for the PRO RATA benefit of the Holders of the shares so called for
redemption, so as to be, and to continue to be available therefor, then, on
and after the Redemption Date, unless the Company defaults in the payment of
the applicable redemption price, dividends on the shares of the Exchangeable
Preferred Stock so called for redemption shall cease to accumulate and all
rights of the Holders of such shares shall terminate except for the right to
receive from the Company the redemption price, without interest; PROVIDED,
HOWEVER, that if a notice of redemption shall have been given and the funds
necessary for redemption (including an amount in respect of all dividends
that will accrue to the Redemption Date) shall have been segregated and
irrevocably set apart by the Company, in trust for the benefit of the Holders
of the shares called for redemption, dividends shall cease to accumulate on
the Redemption Date on the shares to be redeemed and, at the close of
business on the day on which such funds are segregated and set apart, the
Holders of the shares to be redeemed shall cease to be stockholders of the
Company and shall be entitled only to receive the redemption price for such
shares.  New certificates of Exchangeable Preferred Stock having an aggregate
Liquidation Preference equal to the unredeemed portion of the Exchangeable
Preferred Stock shall be issued in the name of the Holder thereof upon
cancellation of the original shares of Exchangeable Preferred Stock without
cost to the Holder thereof. Upon surrender, in accordance with said notice,
of the certificates for any shares so redeemed (properly endorsed or assigned
for transfer, if the Company shall so require and the notice shall so state),
such shares shall be redeemed by the Company at the applicable redemption
price. Shares of Exchangeable Preferred Stock issued and reacquired by the
Company shall, upon compliance with the applicable requirements of Minnesota
law, have the status of authorized but unissued Undesignated Shares of the
Company and may, with any and all other authorized but unissued Undesignated
Shares of the Company, be designated or redesignated, and issued or reissued,
as the case may be, as part of any series of capital stock of the Company,
except that any issuance or reissuance of shares of Exchangeable Preferred
Stock must be in compliance with this Certificate of Designation.

       (g)    Any deposit of funds with a bank or trust company for the
purpose of redeeming Exchangeable Preferred Stock shall be irrevocable except
that:

              (i)    the Company shall be entitled to receive from such bank or
       trust company the interest or other earnings, if any, earned on any money
       so deposited in trust, and the Holders of any shares redeemed shall have
       no claim to such interest or other earnings; and

              (ii)   any balance of monies so deposited by the Company and
       unclaimed by the Holders of the Exchangeable Preferred Stock entitled
       thereto at the expiration of two years from the applicable Redemption
       Date shall be repaid, together with any interest or other earnings earned
       thereon, to the Company, and after any such repayment, the Holders of the
       shares entitled to the funds so repaid to the Company shall look only to
       the Company for payment without interest or other earnings.

                                       26
<PAGE>

       (h)    No Exchangeable Preferred Stock may be redeemed except with
funds legally available for the purpose.  The Company shall take all actions
required or permitted under the MBCA to permit any redemption which is
required pursuant to clause (a) above or which the Company elects pursuant to
clause (b) above.

       (i)    No optional redemption shall be authorized or made unless on or
prior to such redemption full unpaid cumulative dividends shall have been
paid or a sum set apart for such payment on the Exchangeable Preferred Stock.

       6.     EXCHANGE OF EXCHANGEABLE PREFERRED STOCK FOR EXCHANGE
DEBENTURES.

       (a)    The Company may, at its option, on any scheduled Dividend
Payment Date following the consummation of the Triton Acquisition, exchange,
in whole, but not in part, the Exchangeable Preferred Stock for the Exchange
Debentures to be issued under an indenture (the "Exchange Indenture") in the
form attached hereto as Annex A to be entered into between the Company and a
trustee to be selected by the Company (the "Debentures Trustee"); PROVIDED
that (i) on the date of such exchange there are no accumulated and unpaid
dividends on the Exchangeable Preferred Stock (including the dividends
payable on such date) or other contractual impediments to such exchange; (ii)
there shall be legally available funds sufficient therefor (including,
without limitation, funds sufficient under Minnesota law to repay
Indebtedness when due); (iii) a registration statement relating to the
Exchange Debentures shall have been declared effective under the Securities
Act prior to or on the Exchange Date and shall continue to be in effect on
the date of such exchange; (iv) if required by applicable law, the Exchange
Indenture and the Debentures Trustee thereunder shall have been qualified
under the Trust Indenture Act; (v) immediately prior and after giving effect
to such exchange, no Event of Default (as defined in the Exchange Indenture)
or event which with notice or lapse of time or both would become such an
Event of Default would exist and be continuing and no material breach or
default would exist under the Credit Facility or the Notes Indenture; and
(vi) the Company shall have delivered to the Debentures Trustee a written
Opinion of Counsel, dated the Exchange Date, regarding the satisfaction of
all the conditions to be satisfied prior to such exchange including, without
limitation, those conditions set forth in clauses (i), (ii),  (iii) and (iv)
and the due authorization, execution, delivery and enforceability of both the
Exchange Debentures and the Exchange Indenture.  In the event that (x) the
issuance of the Exchange Debentures is not permitted on the Exchange Date or
(y) any of the conditions set forth in clauses (i) through (vi) of the
preceding sentence are not satisfied on the Exchange Date, the Company shall
use its best efforts to satisfy such conditions and effect such exchange as
soon as practicable.  Notwithstanding the foregoing, in the event of any such
exchange occurring on or before  the Final Payment-in-Kind Date, any
accumulated and unpaid dividends on the Exchangeable Preferred Stock
(including the dividends payable on such date) may be paid through the
issuance of Exchangeable Debentures.

                                       27
<PAGE>

       (b)    Upon any exchange of Exchangeable Preferred Stock for Exchange
Debentures on the Exchange Date pursuant to clause (a) of this SECTION 6,
Holders of outstanding shares of Exchangeable Preferred Stock shall be
entitled to receive, subject to the second succeeding sentence, $1.00 of
principal amount of Exchange Debentures for each $1.00 of the Liquidation
Preference of Exchangeable Preferred Stock held by them.  The Exchange
Debentures shall be issued in registered form, without coupons.  Exchange
Debentures issued in exchange for Exchangeable Preferred Stock shall be
issued in principal amounts of $1,000 and integral multiples thereof, and the
Company shall pay cash in lieu of issuing an Exchange Debenture in any other
principal amount.  On and after the Exchange Date, dividends will cease to
accumulate on the outstanding shares of Exchangeable Preferred Stock, and all
rights of the Holders of Exchangeable Preferred Stock (except the right to
receive the Exchange Debentures, an amount in cash, to the extent applicable,
equal to the accumulated and unpaid dividends to the Exchange Date and cash
in lieu of any Exchange Debenture that is in a principal amount less than
$1,000) shall terminate.  The person entitled to receive the Exchange
Debentures issuable upon such exchange shall be treated for all purposes as
the registered holder of such Exchange Debentures.

       (c)    The Company shall send a written notice (the "Exchange Notice")
of exchange by mail to each Holder of record of Exchangeable Preferred Stock,
which notice shall state:  (i) that the Company is exercising its option to
exchange the Exchangeable Preferred Stock for Exchange Debentures pursuant to
this Certificate of Designation; (ii) the date fixed for exchange (the
"Exchange Date"), which date shall not be less than 30 days nor more than 60
days following the date on which the Exchange Notice is mailed; (iii) that
the Holder is to surrender to the Company, at the place or places where
shares of Exchangeable Preferred Stock are to be surrendered for exchange,
including any procedures applicable to exchanges to be accomplished through
book-entry transfers, in the manner designated in the Exchange Notice, the
shares of Exchangeable Preferred Stock to be exchanged; (iv) that dividends
on the shares of Exchangeable Preferred Stock to be exchanged shall cease to
accrue on the Exchange Date whether or not the shares of Exchangeable
Preferred Stock are surrendered for exchange on the Exchange Date unless the
Company shall default in the delivery of Exchange Debentures; and (v) that
interest on the Exchange Debentures shall accrue from the Exchange Date
whether or not the shares of Exchangeable Preferred Stock are surrendered for
exchange on the Exchange Date. On the Exchange Date, if the conditions set
forth in Sections 6(a)(i) through 6(a)(vi) above and SECTION 6(f) below are
satisfied, the Company shall issue Exchange Debentures in exchange for the
Exchangeable Preferred Stock as provided in this SECTION 6.

       (d)    A Holder delivering Exchangeable Preferred Stock for exchange
shall not be required to pay any taxes or duties in respect of the issue or
delivery of Exchange Debentures on exchange but shall be required to pay any
tax or duty that may be payable in respect of any transfer involved in the
issue or delivery of the Exchange Debentures in a name other than that of the
Holder of the Exchangeable Preferred Stock.  Certificates representing

                                       28
<PAGE>

Exchangeable Debentures shall not be issued or delivered unless all taxes and
duties, if any, payable by the Holder have been paid.

       (e)    On or before the Exchange Date, each Holder of Exchangeable
Preferred Stock shall surrender the shares of Exchangeable Preferred Stock,
in the manner and at the place designated in the Exchange Notice.  The
Company shall cause the Exchange Debentures to be executed on the Exchange
Date and, upon surrender in accordance with Exchange Notice of the shares of
Exchangeable Preferred Stock so exchanged (properly endorsed or assigned for
transfer, if the notice shall so state), such shares shall be exchanged by
the Company for Exchange Debentures.  The Company shall pay interest, if any,
on the Exchange Debentures at the rate and on the dates specified therein
from the Exchange Date.

       (f)    If the Exchange Notice has been mailed in accordance with
SECTION 6(c), the conditions set forth in SECTION 6(a)(i) through 6(a)(vi)
have been satisfied, and before the Exchange Date (i) the Exchange Indenture
shall have been duly executed and delivered by the Company and the Debentures
Trustee; (ii) all Exchange Debentures necessary for such exchange shall have
been duly executed and authenticated by the Company and delivered to the
Debentures Trustee with irrevocable instructions to authenticate the Exchange
Debentures necessary for such exchange; and (iii) an amount in cash, set
aside by the Company, separate and apart from its other funds in trust, or
additional Exchangeable Preferred Stock (as applicable) equal to all
accumulated and unpaid dividends thereon to the Exchange Date shall have been
deposited with the Debentures Trustee, then on and after the close of
business on the Exchange Date, dividends on the shares of Exchangeable
Preferred Stock so exchanged shall cease to accumulate and all rights of the
Holders of such shares shall terminate except for the right to receive from
the Company the Exchange Debentures, cash, if any, and all accrued interest,
if any, thereon to the Exchange Date.  Shares of Exchangeable Preferred Stock
issued and reacquired by the Company shall, upon compliance with the
applicable requirements of Minnesota law, have the status of authorized but
unissued Undesignated Shares of the Company, and may, with any and all other
authorized but unissued Undesignated Shares of the Company, be designated or
redesignated, and issued or reissued, as the case may be, as part of any
series of capital stock of the Company, but not as Exchangeable Preferred
Stock.

       (g)    The Company shall comply with the provisions of Rule 13e-4
promulgated pursuant to the Exchange Act in connection with any exchange, to
the extent applicable.

       7.     VOTING RIGHTS.

       (a)    The Holders of shares of the Exchangeable Preferred Stock shall
have no voting rights, except as required by Minnesota law and as hereinafter
provided in this SECTION 7.

                                       29
<PAGE>

       (b)    If:

              (i)    at any time, cash dividends on the outstanding Exchangeable
       Preferred Stock are in arrears and unpaid for six (6) or more quarterly
       dividend periods (whether or not consecutive);

              (ii)   the Company fails to redeem the Exchangeable Preferred
       Stock on the Mandatory Redemption Date, or fails to otherwise discharge
       any redemption or repurchase obligation with respect to the Exchangeable
       Preferred Stock;

              (iii)  the Company fails to make a Change of Control Offer on the
       terms and in accordance with the provisions described below in SECTION 8
       hereof or fails to purchase shares of Exchangeable Preferred Stock from
       Holders who elect to have such shares purchased pursuant to the Change of
       Control Offer;

              (iv)   the Company breaches or violates any of the other covenants
       or agreements set forth in this Certificate of Designation and such
       breach or violation continues for a period of 30 days or more after the
       Company receives notice thereof specifying the default from the Holders
       of at least 25% of the shares of Exchangeable Preferred Stock then
       outstanding;

              (v)    the Company or any of its Restricted Subsidiaries defaults
       under the terms of any instrument evidencing or securing Indebtedness
       having an outstanding principal amount in excess of $10 million in the
       aggregate, which default results in the acceleration of the payment of
       such Indebtedness or constitutes the failure to pay the principal of such
       Indebtedness at maturity; and

              (vi)   (A) the entry by a court having jurisdiction in the
       premises of (I) a decree or order for relief in respect of the Company or
       any Restricted Subsidiary that is a Significant Subsidiary of the Company
       in an involuntary case or proceeding under any applicable Federal or
       State bankruptcy, insolvency, reorganization or other similar law or (II)
       a decree or order adjudging the Company or any such Significant
       Subsidiary a bankrupt or insolvent, or approving as properly filed a
       petition seeking reorganization, arrangement, adjustment or composition
       of or in respect of the Company or any such Significant Subsidiary under
       any applicable Federal or State law, or appointing a custodian, receiver,
       liquidator, assignee, trustee, sequestrator or other similar official of
       the Company or any such Significant Subsidiary or of any substantial part
       of the property of the Company or any such Significant Subsidiary, or
       ordering the winding up or liquidation of the affairs of the Company or
       any such Significant Subsidiary, and the continuance of any such decree
       or order for relief or any such other decree or order unstayed and in
       effect for a period of 60 consecutive days; or (B) the commencement by
       the Company or any Restricted Subsidiary that

                                       30
<PAGE>

       is a Significant Subsidiary of the Company of a voluntary case or
       proceeding under any applicable Federal or State bankruptcy,
       insolvency, reorganization or other similar law or of any other case
       or proceeding to be adjudicated a bankrupt or insolvent, or the
       consent by the Company or any such Significant Subsidiary to the entry
       of a decree or order for relief in respect of the Company or any
       Restricted Subsidiary that is a Significant Subsidiary of the Company
       in an involuntary case or proceeding under any applicable Federal or
       State bankruptcy, insolvency, reorganization or other similar law or
       to the commencement of any bankruptcy or insolvency case or proceeding
       against the Company or any Restricted Subsidiary that is a Significant
       Subsidiary of the Company, or the filing by the Company or any such
       Restricted Subsidiary that is a Significant Subsidiary of the petition
       or answer or consent seeking reorganization or relief under any
       applicable Federal or State law,  or the consent by the Company or any
       such Restricted Subsidiary that is a Significant Subsidiary to the
       filing of such petition or to the appointment of or taking possession
       by a custodian, receiver, liquidator, assignee, trustee, sequestrator
       or similar official of the Company or any Restricted Subsidiary that
       is a Significant Subsidiary of the Company or of any substantial part
       of the property of the Company or any Restricted Subsidiary that is a
       Significant Subsidiary of the Company, or the making by the Company or
       any Restricted Subsidiary of the Company of an assignment for the
       benefit of creditors, or the admission by the Company or any such
       Significant Subsidiary in writing of its inability to pay its debts
       generally as they become due, or the taking of corporate action by the
       Company or any such Significant Subsidiary in furtherance of any such
       action;

then the Holders of a majority of the then outstanding shares of Exchangeable
Preferred Stock, voting as a class (together with the holders of any Parity
Stock having similar voting rights) shall be entitled to elect the lesser of
(I) two directors of the Board of Directors and (II) such number of members
to the Board of Directors constituting at least 25% of the Board of Directors
(each of the events described in clauses (i), (ii), (iii), (iv), (v) and (vi)
being referred to herein as a "Voting Rights Triggering Event").  The voting
rights provided for herein as a result of a Voting Rights Triggering Event
shall represent each Holder's exclusive remedy at law or in equity.

       (c)    Whenever the foregoing voting rights shall have vested, such
rights may be exercised initially either at a special meeting of the Holders
of Exchangeable Preferred Stock, called as hereinafter provided, or at any
annual meeting of stockholders of the Company held for the purpose of
electing directors, and thereafter at such annual meetings or by the written
consent of the Holders of Exchangeable Preferred Stock.  Such right of the
Holders of Exchangeable Preferred Stock to elect directors may be exercised
until such time as (i) in the case of a dividend default, all dividends in
arrears on the Exchangeable Preferred Stock shall have been paid in full
(and in the case of dividends payable after February 15, 2005, paid in cash)
and (ii) in all other cases, any failure, breach or default giving rise to
such Voting

                                       31
<PAGE>

Rights Triggering Event is remedied or waived by the Holders of at least a
majority of the shares of Exchangeable Preferred Stock then outstanding, at
which time the term of any directors elected pursuant to the provisions of
SECTION 7(b) shall thereupon terminate, and such directors shall be deemed to
have resigned.

       (d)    At any time when the foregoing voting rights shall have vested
in the Holders of Exchangeable Preferred Stock and if such rights shall not
already have been initially exercised, a proper officer of the Company shall,
upon the written request of Holders of record of 10% or more of the
Exchangeable Preferred Stock then outstanding, addressed to the Secretary of
the Company, call a special meeting of Holders of Exchangeable Preferred
Stock.  Such meeting shall be held at the earliest practicable date upon the
notice required for annual meetings of stockholders at the place for holding
annual meetings of stockholders of the Company or, if none, at a place
designated by the Secretary of the Company.  If such meeting shall not be
called by the proper officers of the Company within 30 days after the
personal service of such written request upon the Secretary of the Company,
or within 30 days after mailing the same within the United States, by
registered mail, addressed to the Secretary of the Company at its principal
office (such mailing to be evidenced by the registry receipt issued by the
postal authorities), then the Holders of record of 10% of the shares of
Exchangeable Preferred Stock then outstanding may designate in writing a
Holder of Exchangeable Preferred Stock to call such meeting at the expense of
the Company, and such meeting may be called by such person so designated upon
the notice required for annual meetings of stockholders and shall be held at
the place for holding annual meetings of the Company or, if none, at a place
designated by such Holder.  Any Holder of Exchangeable Preferred Stock that
would be entitled to vote at such meeting shall have access to that portion
of the stock books of the Company listing the Holders for the purpose of
causing a meeting of stockholders to be called pursuant to the provisions of
this SECTION 7.  Notwithstanding the provisions of this SECTION 7(d) however,
no such special meeting shall be called if any such request is received less
than 90 days before the date fixed for the next ensuing annual or special
meeting of stockholders.

       (e)    If any director so elected by the Holders of Exchangeable
Preferred Stock shall cease to serve as a director before his term shall
expire, the Holders of Exchangeable Preferred Stock then outstanding may, at
a special meeting of the Holders called as provided above, elect a successor
to hold office for the unexpired term of the director whose place shall be
vacant.

       (f)    In addition to the matters set forth in SECTION 2(b), the
Company shall not, without the affirmative vote or consent of the Holders of
at least a majority of the shares of Exchangeable Preferred Stock then
outstanding (with shares held by the Company or any of its Affiliates not
being considered to be outstanding for this purpose) voting or consenting as
the case may be, as one class:

                                       32
<PAGE>

              (i)    amend or otherwise alter this Certificate of Designation
       (including the provisions of SECTION 8 hereof) or the Escrow Agreement in
       any manner that adversely affects the specified rights, preferences or
       privileges (but not the voting rights) of Holders of Exchangeable
       Preferred Stock;

              (ii)   except as provided in SECTION 2(b), authorize the issuance
       of any additional share of Exchangeable Preferred Stock;

              (iii)  waive any existing Voting Rights Triggering Event or
       compliance with any provision of this Certificate of Designation;

              (iv)   change the shares of Exchangeable Preferred Stock into the
       same or a different number of shares, either with or without par value,
       of another class or series of stock; or

              (v)    divide the shares of Exchangeable Preferred Stock into
       series and determine the designation of each series and the variations in
       the relative rights and preferences between the shares of each series, or
       authorize the Board of Directors to do so;

PROVIDED, HOWEVER, that the Company may not amend

              (i)    the Change of Control provisions of this Certificate of
       Designation (including the related definitions) without the approval of
       the Holders of at least 75% of the then outstanding shares of
       Exchangeable Preferred Stock, voting or consenting, as the case may be,
       as one class; and

              (ii)   the Special Mandatory Redemption provisions set forth in
       SECTION 5(c) (including the related definitions) without the approval of
       the Holders of at least  66 2/3% of the then outstanding shares of
       Exchangeable Preferred Stock, voting or consenting, as the case may be,
       as one class.

       (g)    Without the consent of each Holder affected, an amendment or
waiver of the Company's Articles of Incorporation or of this Certificate of
Designation may not (with respect to any shares of Exchangeable Preferred
Stock held by a non-consenting Holder):

              (i)    alter the voting rights with respect to the Exchangeable
       Preferred Stock or reduce the number of shares of Exchangeable Preferred
       Stock whose holders must consent to an amendment, supplement or waiver;

              (ii)   reduce the Liquidation Preference of or change the
       Mandatory Redemption Date of any share of Exchangeable Preferred Stock or
       alter the

                                       33
<PAGE>

       provisions with respect to the redemption of the Exchangeable
       Preferred Stock (except as provided with respect to SECTION 8):

              (iii)  reduce the rate or change the time for payment of dividends
       on any share of Exchangeable Preferred Stock;

              (iv)   waive the consequences of any failure to pay dividends on
       the Exchangeable Preferred Stock;

              (v)    make any share of Exchangeable Preferred Stock payable in
       any form other than that stated in this Certificate of Designation;

              (vi)   make any change in the provisions of this Certificate of
       Designation relating to waivers of the rights of holders of Exchangeable
       Preferred Stock to receive the Liquidation Preference and dividends on
       the Exchangeable Preferred Stock;

              (vii)  waive a redemption payment with respect to any share of
       Exchangeable Preferred Stock (except as provided with respect to Section
       5(c) or SECTION 8); or

              (viii) make any change in the foregoing amendment and waiver
       provisions.

       (h)    The Company in its sole discretion may, without the vote or
consent of any Holders of the Exchangeable Preferred Stock, amend or
supplement this Certificate of Designation or the Escrow Agreement:

              (i)    to cure any ambiguity, defect or inconsistency;

              (ii)   to provide for uncertificated Exchangeable Preferred Stock
       in addition to or in place of certificated Exchangeable Preferred Stock;
       or

              (iii)  to make any change that would provide any additional rights
       or benefits to the Holders of the Exchangeable Preferred Stock or that
       does not adversely affect the legal rights under this Certificate of
       Designation of any such Holder.

       8.     CHANGE OF CONTROL.

       (a)    Within 30 days after the occurrence  a Change of Control, the
Company shall make an offer (the "Change of Control Offer") to each Holder of
shares of Exchangeable Preferred Stock to repurchase all or any part (but
not, in the case of any Holder requiring the

                                       34
<PAGE>

Company to purchase less than all of the shares of Exchangeable Preferred
Stock held by such Holder, any fractional shares) of such Holder's
Exchangeable Preferred Stock at an offer price in cash equal to 101% of the
aggregate Liquidation Preference thereof plus, without duplication,
accumulated and unpaid dividends, if any, thereon to but excluding the date
of purchase (the "Change of Control Payment") (including an amount in cash
equal to a pro rated dividend for the period from the Dividend Payment Date
immediately prior to  the Change of Control Payment Date to, but excluding,
the Change of Control Payment Date).

       (b)    The Change of Control Offer shall include all instructions and
materials necessary to enable Holders to tender their shares of Exchangeable
Preferred Stock.

       (c)    The Company shall comply with any tender offer rules under the
Exchange Act which may then be applicable, including the requirements of Rule
14e-1 and any other securities laws and regulations thereunder to the extent
such laws and regulations are applicable in connection with the repurchase of
the Exchangeable Preferred Stock as a result of a Change of Control.   The
Change of Control Offer shall contain information concerning the business of
the Company and its Subsidiaries which the Company in good faith believes
will enable such Holders to make an informed decision with respect to the
Change of Control Offer (which at a minimum will include (i) the most recent
annual and quarterly financial statements, (ii) a description of material
developments in the Company's business subsequent to the date of the latest
of such financial statements referred to in clause (i) (including a
description of the events requiring the Company to make the Change of Control
Offer) and (iii) if applicable, appropriate pro forma financial information
concerning the Change of Control Offer.

       (d)    Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder stating:

              (i)    that the Change of Control Offer is being made pursuant to
       this SECTION 8 and that all shares of Exchangeable Preferred Stock
       tendered shall be accepted for payment;

              (ii)   the amount of the Change of Control Payment, the purchase
       date, which shall be not earlier than 30 days nor later than 60 days from
       the date such notice is mailed (the "Change of Control Payment Date");

              (iii)  that any share of Exchangeable Preferred Stock not tendered
       shall continue to accumulate dividends;

              (iv)   the place or places where shares of Exchangeable Preferred
       Stock are to be surrendered for tender pursuant to the Change of Control
       Offer;

                                       35
<PAGE>

              (v)    that on the Change of Control Payment Date the purchase
       price shall become due and payable upon each share of Exchangeable
       Preferred Stock accepted for payment pursuant to the Change of Control
       Offer and, unless the Company fails to pay the Change of Control Payment
       on the Change of Control Payment Date, all shares of Exchangeable
       Preferred Stock accepted for payment pursuant to the Change of Control
       Offer shall cease to accumulate dividends after the Change of Control
       Payment Date;

              (vi)   that Holders electing to have any shares of Exchangeable
       Preferred Stock purchased pursuant to a Change of Control Offer will be
       required to surrender the shares of Exchangeable Preferred Stock, with
       the form entitled "Option of Holder to Elect Purchase" which shall be
       included with the notice of Change of Control completed, to the Paying
       Agent at the address specified in the notice prior to the close of
       business on the third Business Day preceding the Change of Control
       Payment Date;

              (vii)  that Holders will be entitled to withdraw all or any
       portion of their election if the Paying Agent receives, not later than
       the close of business on the third Business Day preceding the Change of
       Control Payment Date, a telegram, telex, facsimile transmission or letter
       setting forth the name of the Holder, the number of shares of
       Exchangeable Preferred Stock delivered for purchase, the certificate
       number of the Exchangeable Preferred Stock tendered and a statement that
       such Holder is withdrawing all or a portion of his election to have such
       shares purchased; and

              (viii) that the Holder may tender all or any portion of the shares
       of Exchangeable Preferred Stock held by such Holder and that in the case
       of any Holder whose shares are to be purchased only in part, the Company
       shall execute, authorize and deliver to the Holder, without service
       charge, a new certificate as requested by such Holder, for the
       unpurchased portion of his shares of Exchangeable Preferred Stock.

       (e)    On the Change of Control Payment Date, the Company shall, to
the extent lawful, (i) accept for payment all shares of Exchangeable
Preferred Stock or portions thereof properly tendered pursuant to the Change
of Control Offer, (ii) deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all shares of Exchangeable Preferred
Stock or portions thereof so tendered and (iii) deliver or cause to be
delivered to the Transfer Agent the shares of Exchangeable Preferred Stock so
accepted together with an Officers' Certificate stating the aggregate
Liquidation Preference of the shares of Exchangeable Preferred Stock or
portions thereof being purchased by the Company.  The Paying Agent shall
promptly mail to each holder of Exchangeable Preferred Stock so tendered the
Change of Control Payment for such Exchangeable Preferred Stock, and the
Transfer Agent shall promptly authenticate and mail (or cause to be
transferred by book

                                       36
<PAGE>

entry) to each holder a new certificate representing the shares of
Exchangeable Preferred Stock equal in Liquidation Preference amount to any
unpurchased portion of the shares of the shares of Exchangeable Preferred
Stock surrendered, if any.  The Company shall publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change
of Control Payment Date.

       (f)    If, at the time of a Change of Control, the Company is
prohibited by the terms of any Indebtedness or any Preferred Stock issued by
the Company from purchasing shares of Exchangeable Preferred Stock  that may
be tendered by holders pursuant to a Change of Control Offer, prior to
complying with the provisions of this SECTION 8, but in any event within 90
days following a Change of Control, the Company shall either (i) repay,
redeem or repurchase in full all such outstanding Indebtedness and Preferred
Stock or (ii) obtain the requisite consents, if any, under all agreements
governing such outstanding Indebtedness and Preferred Stock to permit the
repurchase of Exchangeable Preferred Stock required by this SECTION 8.  The
Company must first comply with the covenant described in the preceding
sentence before it will be required to repurchase shares of Exchangeable
Preferred Stock in the event of a Change of Control; PROVIDED that if the
Company fails to comply with the covenant described in the preceding
sentence, the sole remedy to holders of Exchangeable Preferred Stock will be
the voting rights arising from a Voting Rights Triggering Event. Moreover,
the Company shall not repurchase or redeem any Exchangeable Preferred Stock
pursuant to this Change of Control provision prior to (i) the Company's
repurchase of the Senior Subordinated Notes pursuant to the Change of Control
covenants in the Notes Indenture and (ii)(A) the Company's redemption of the
Senior Preferred Stock pursuant to the Change of Control redemption
provisions with respect thereto or (B) in the event the Company has exchanged
the Senior Preferred Stock for the Company's 11 3/8% senior subordinated
debentures, the Company's repurchase of such debentures pursuant to the
Change in Control covenants in the Senior Preferred Exchange Indenture.

       (g)    The Company shall not be required to make a Change of Control
Offer upon a  Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this SECTION 8 applicable to a Change of Control
Offer made by the Company and purchases all shares of Exchangeable Preferred
Stock validly tendered and not withdrawn under such Change of Control Offer.

       9.     CERTAIN COVENANTS.

       (a)    LIMITATION ON CONSOLIDATED INDEBTEDNESS.

              (i)    The Company and its Restricted Subsidiaries shall not Incur
       any Indebtedness, except that the Company may Incur Indebtedness if (A)
       there exists no Voting Rights Triggering Event or event which with notice
       or lapse of time or both

                                       37
<PAGE>

       would become a Voting Rights Triggering Event immediately prior and
       subsequent thereto and (B) after giving effect thereto, the Company's
       Annualized Operating Cash Flow Ratio on a pro forma basis (calculated
       on the assumption that such Indebtedness had been incurred on the
       first day of the applicable Reference Period), would have been less than:

<TABLE>
<CAPTION>
                     For the Period                          Ratio
                     --------------                          -----
<S>                                                        <C>
       Prior to January 1, 2000. . . . . . . . . . .       9.0 to 1.0
       Thereafter. . . . . . . . . . . . . . . . . .       8.0 to 1.0
</TABLE>

              (ii)   Notwithstanding the foregoing, the Company and any
       Restricted Subsidiary may incur the following Indebtedness without regard
       to the foregoing limitations (PROVIDED that if there exists a Voting
       Rights Triggering Event pursuant to clauses (i),(ii), (iii) and (vi) of
       SECTION 7(b) or event which with notice or lapse of time or both would
       become a Voting Rights Triggering Event pursuant to clauses (i), (ii)
       (iii) and (vi) of SECTION 7(b) immediately prior and subsequent thereto,
       the Company and its Restricted Subsidiaries may, without regard to the
       foregoing limitations, only incur the Indebtedness described in the
       following clauses (C), (D) and (L)):

                     (A)    Indebtedness outstanding on the Issue Date;

                     (B)    the Incurrence by the Company of (x) prior to the
              date of the consummation of the Triton Acquisition, Indebtedness
              Incurred under the Existing Credit Facility PROVIDED that the
              amount of Indebtedness Incurred under the Existing Credit Facility
              and any other credit facilities similar in type to the Existing
              Credit Facility does not exceed in an aggregate principal amount
              $300 million at any time outstanding, reduced by repayments and
              permanent reductions thereof due to application of (1) Net Cash
              Proceeds (as defined in the Notes Indenture) pursuant to Section
              1015 of the Notes Indenture; and (2) Net Proceeds (as defined in
              the Senior Preferred Exchange Indenture) pursuant to Section 1015
              of the Senior Preferred Exchange Indenture and (y) on and after
              the date of the consummation of the Triton Acquisition,
              Indebtedness Incurred under the New Credit Facility, PROVIDED that
              the amount of Indebtedness Incurred under the New Credit Facility
              and any other credit facilities similar in type to the New Credit
              Facility does not exceed in an aggregate principal amount $1.375
              billion at any time outstanding, reduced by such repayments and
              permanent reductions thereof due to application of (1) Net Cash
              Proceeds (as defined in the Notes Indenture) as set forth in
              Section 1015 of the Notes Indenture and (2) Net

                                       38
<PAGE>

              Cash Proceeds (as defined in Senior Preferred Exchange
              Indenture) pursuant to Section 1015 of the Senior Preferred
              Exchange Indenture;

                     (C)    Indebtedness of the Company or any Restricted
              Subsidiary of the Company owing to the Company or any Restricted
              Subsidiary of the Company ("Intercompany Indebtedness"); PROVIDED
              that (I) in the case of any such Indebtedness of the Company, such
              obligations shall be unsecured and subordinated in all respects to
              the rights of the holders of the Exchange Debentures, if and when
              issued, to the same extent as the Exchange Debentures will be
              subordinated to Senior Indebtedness and (II) if any event occurs
              that causes a Restricted Subsidiary of the Company to no longer be
              a Restricted Subsidiary of the Company, then this clause (C) shall
              no longer be applicable to such Indebtedness of that Restricted
              Subsidiary;

                     (D)    Indebtedness of the Company or any Restricted
              Subsidiary of the Company to renew, extend, refinance or refund
              any Indebtedness of the Company or such Restricted Subsidiary
              outstanding or committed on the date of renewal, extension,
              refinancing or refunding other than Indebtedness Incurred pursuant
              to clause (B) or (C); PROVIDED, HOWEVER, that such Indebtedness
              does not exceed the principal amount of outstanding or committed
              Indebtedness so renewed, extended, refinanced or refunded plus
              premiums, accrued dividends, accrued interest, financing fees and
              other expenses associated therewith; and PROVIDED FURTHER,
              HOWEVER, that (I) such renewing, extending, refinancing or
              refunding Indebtedness shall not have a final maturity and shall
              not have any other mandatory repayments or redemptions prior to
              those of the Indebtedness being renewed, extended, refinanced or
              refunded; (II) in the case of any refinancing or refunding of
              Indebtedness that would rank PARI PASSU in right of payment to the
              Exchange Debentures (if and when issued), the refinancing or
              refunding Indebtedness would rank PARI PASSU or subordinate in
              right of payment to the Exchange Debentures (if and when issued)
              and, in the case of any refinancing or refunding of Indebtedness
              that would rank subordinate to the Exchange Debentures (if and
              when issued), the refinancing or refunding Indebtedness would rank
              subordinated in right of payment to the Exchange Debentures to
              substantially the same extent as the Indebtedness refinanced or
              refunded; and (III) no Restricted Subsidiary of the Company shall
              be permitted to refinance any Indebtedness of the Company pursuant
              to this clause (D), except that any Restricted Subsidiary may
              guarantee Indebtedness under this clause (D) if such Restricted
              Subsidiary had guaranteed the Indebtedness refinanced under this
              clause (D);

                                       39
<PAGE>

                     (E)    Indebtedness Incurred by the Company or any
              Restricted Subsidiary of the Company under Interest Hedge
              Agreements to hedge interest on permitted Indebtedness; PROVIDED
              that the notional principal amount of any such Interest Hedge
              Agreements does not exceed the principal amount of Indebtedness to
              which such Interest Hedge Agreements relate;

                     (F)    (1)  Indebtedness of any Restricted Subsidiary of
              the Company (excluding Indebtedness of Wireless Alliance, if it
              becomes a Restricted Subsidiary, incurred pursuant to clause (F)
              (2) below), which does not exceed $75.0 million in the aggregate
              for all such Restricted Subsidiaries at any time outstanding
              (excluding any Intercompany Indebtedness or Acquired Indebtedness
              permitted to be Incurred under this Certificate of Designation),
              PROVIDED that after giving effect thereto on a pro forma basis the
              Company's Annualized Operating Cash Flow Ratio is less than, prior
              to July 1, 2001, 9.0 to 1.0, and thereafter, 8.0 to 1.0, and the
              Adjusted Annualized Operating Cash Flow Ratio of such Restricted
              Subsidiary is less than 5.0 to 1.0; and

                            (2)  if it becomes a Restricted Subsidiary of the
              Company, Indebtedness of Wireless Alliance (excluding any
              Intercompany Indebtedness or Acquired Indebtedness permitted to be
              Incurred under this Certificate of Designation) which does not
              exceed $75.0 million in the aggregate at any time outstanding,
              PROVIDED that after giving effect thereto on a pro forma basis the
              Company's Annualized Operating Cash Flow Ratio is less than, prior
              to July 1, 2001, 9.0 to 1.0, and thereafter, 8.0 to 1.0, and the
              Adjusted Annualized Operating Cash Flow Ratio of such Restricted
              Subsidiary is less than 5.0 to1.0;

                     (G)    any guarantee by any Restricted Subsidiary of the
              Company of any Indebtedness Incurred under the Credit Facility in
              compliance with this SECTION 9(a);

                     (H)    Acquired Indebtedness, PROVIDED that on a pro forma
              basis after giving effect to the Incurrence of such Indebtedness,
              the Company shall be able to Incur $1.00 of additional
              Indebtedness pursuant to the provisions described under SECTION
              9(a)(i);

                     (I)    Indebtedness in respect of performance, surety or
              appeal bonds provided in the ordinary course of business,
              Indebtedness constituting reimbursement obligations with respect
              to letters of credit issued in the ordinary course of business
              in respect of workers' compensation claims, and self-insurance of
              other Indebtedness issued in the ordinary course of business

                                       40
<PAGE>

              with respect to reimbursement type obligations regarding
              workers' compensation claims;

                     (J)    Indebtedness arising from agreements providing for
              indemnification, adjustment of purchase price or similar
              obligations, or from guarantees or letters of credit, surety bonds
              or performance bonds securing any obligations of the Company or
              any of its Restricted Subsidiaries pursuant to such agreements, in
              any case Incurred in connection with the disposition of any
              business, assets or Restricted Subsidiary of the Company (other
              than guarantees of Indebtedness Incurred by any Person acquiring
              all or any portion of such business, assets or Restricted
              Subsidiary of the Company for the purpose of financing such
              acquisition), in an amount not to exceed the gross proceeds
              actually received by the Company or any of its Restricted
              Subsidiaries in connection with such disposition;

                     (K)    Indebtedness (including Capital Lease Obligations)
              Incurred to finance the cost (including the cost of design,
              development, construction, installation or integration) of
              telecommunications network assets, equipment or inventory acquired
              by the Company or any of its Restricted Subsidiaries which, in the
              aggregate, does not exceed $15.0 million at any time outstanding;
              and

                     (L)    Indebtedness of the Company or any Restricted
              Subsidiary, which does not exceed $75.0 million at any time
              outstanding.

                     For purposes of determining any particular amount of
              Indebtedness under this SECTION 9(a), (i) guarantees, Liens or
              obligations with respect to letters of credit or other similar
              instruments supporting Indebtedness otherwise included in the
              determination of such particular amount shall not be included; and
              (ii) any Liens securing the Exchange Debentures granted pursuant
              to the equal and ratable provisions referred to under SECTION 9(f)
              shall not be treated as giving rise to Indebtedness.

                     For purposes of determining compliance with this SECTION
              9(a), in the event that an item of Indebtedness meets the criteria
              of more than one of the types of Indebtedness described in the
              above clauses (other than Indebtedness referred to in clause (B)
              above), the Company, in its sole discretion, shall classify
              (including under the first paragraph of SECTION 9(a)), and from
              time to time may reclassify (including under the first paragraph
              of this SECTION 9(a)), such item of Indebtedness and only be
              required to include the amount and type of such Indebtedness in
              one of such clauses (or paragraph).

                                       41
<PAGE>

              The accrual of interest or dividends or the accretion of accreted
              value will not be deemed an incurrence of Indebtedness for the
              purposes of this SECTION 9(a).

       (b)    LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.

              The Company shall not permit any Restricted Subsidiary of the
       Company to create or issue any Preferred Stock except:

              (i)    Preferred Stock outstanding on the Issue Date;

              (ii)   Preferred Stock issued to and held by the Company or any of
       its Restricted Subsidiaries (PROVIDED that, if such Restricted Subsidiary
       is not a Wholly Owned Restricted Subsidiary of the Company, the portion
       of the liquidation value of such Preferred Stock equal to the product of
       (x) the percentage of the common equity interest of such Restricted
       Subsidiary that the Company does not own, directly or indirectly and (y)
       the aggregate liquidation value of such Preferred Stock must be permitted
       to be issued pursuant to clause (v) below);

              (iii)  Preferred Stock issued by any Person prior to that Person's
       having become a direct or indirect Restricted Subsidiary of the Company;

              (iv)   Preferred Stock issued by a Restricted Subsidiary of the
       Company the proceeds of which are used to refinance certain outstanding
       Preferred Stock of such Restricted Subsidiary, PROVIDED that (A) the
       liquidation value of the refinancing Preferred Stock does not exceed the
       liquidation value so refinanced plus premiums, accrued dividends,
       financing fees and other expenses associated with such refinancing and
       (B) such refinancing Preferred Stock has no mandatory redemptions prior
       to (and in no greater amounts than) the Preferred Stock being refinanced;
       and

              (v)    Preferred Stock issued by a Restricted Subsidiary to the
       extent such Preferred Stock, together with all other Restricted
       Subsidiary Indebtedness, could be incurred pursuant to clause (F) or (L)
       of SECTION 9(a)(ii).

       (c)    RESTRICTED PAYMENTS.

              (i)    The Company and its Restricted Subsidiaries shall not make
       any Restricted Payment unless after giving effect thereto (A) no Voting
       Rights Triggering Event or event which, with notice or lapse of time or
       both, would become a Voting Rights Triggering Event has occurred and is
       continuing; (B) the Company would be permitted to Incur an additional
       $1.00 of Indebtedness pursuant to SECTION 9(a)(i); (C) the total of all
       Restricted Payments made on or after July 1, 1998 does not exceed the

                                       42
<PAGE>

       sum of (I) Cumulative Operating Cash Flow less 1.75 times Cumulative
       Interest Expense, (II) 100% of the aggregate Qualified Capital Stock
       Proceeds of the Company after the Issue Date (excluding Qualified Capital
       Stock Proceeds received to consummate the Triton Acquisition) and (III)
       an amount equal to the sum of (1) the net reduction in Investments (other
       than reductions in Permitted Investments) in any Person resulting from
       payments of interest on Indebtedness, dividends, repayments of loans or
       advances, or other transfers of assets, in each case to the Company or
       any Restricted Subsidiary or from the Net Cash Proceeds from the sale of
       any such Investments (except, in each case, to the extent any such
       proceeds or other amounts are included in the calculation of Consolidated
       Net Income) and (2) the portion (proportionate to the Company's direct or
       indirect equity interest in such Subsidiary) of the Fair Market Value of
       the net assets of an Unrestricted Subsidiary at the time such
       Unrestricted Subsidiary is designated a Restricted Subsidiary; PROVIDED,
       HOWEVER, that the foregoing sum shall not exceed, in the case of any
       Person (including any Unrestricted Subsidiary), the amount of Investments
       previously made (and treated as a Restricted Payment) by the Company or
       its Restricted Subsidiaries in such Person; and (D) all accumulated and
       unpaid dividends on the Exchangeable Preferred Stock shall have been paid
       in full as provided in this Certificate of Designation.

              (ii)   The provisions in SECTION 9(c)(i) shall not be violated, so
       long as (except as otherwise provided in clause (D) below) no Voting
       Rights Triggering Event or event which with notice or lapse of time or
       both would become a Voting Rights Triggering Event has occurred and is
       continuing or shall occur as a consequence of the actions or payments set
       forth below, by reason of (A) the payment of any dividend within 60 days
       after declaration thereof, if at the declaration date such payment would
       have complied with the foregoing provision, (B) the purchase,
       acquisition, redemption or other acquisition or retirement for value of
       shares of Capital Stock of  any Restricted Subsidiary held by Persons
       other than the Company or any of its Restricted Subsidiaries, (C) the
       redemption, defeasance, repurchase or other acquisition or retirement of
       any Junior Stock of the Company or its Restricted Subsidiaries either in
       exchange for or out of the net cash proceeds of the substantially
       concurrent sale (other than to a Subsidiary of the Company) of Qualified
       Junior Stock, (D) the issuance of the Class T Convertible Preferred
       Stock, without regard for whether a Voting Rights Triggering Event or
       event which with notice or lapse of time or both would become a Voting
       Rights Triggering Event has occurred and is continuing or shall occur as
       a consequence of such issuance (provided that (i) the liquidation
       preference of all such preferred stock issued upon such exchange shall
       not exceed $15.0 million), (ii) the annual dividend rate on such
       preferred stock shall not exceed 5.0%, (iii) no dividend shall be payable
       on such preferred stock prior to the mandatory redemption date of such
       preferred stock, (iv) the mandatory redemption of such preferred stock
       shall not occur prior to one year

                                       43
<PAGE>

       after the mandatory redemption of the Exchangeable Preferred Stock and
       (v) such preferred stock is issued in exchange for shares of the
       Company's Class A common stock and Class B common stock in order to
       satisfy the Federal Communications Commission cross ownership rules);
       (E) the purchase, redemption, acquisition, cancellation or other
       retirement for value of shares of Junior Stock of the Company to the
       extent necessary in the good faith judgment of the Board of Directors
       (evidenced by the vote of a majority of the disinterested members) to
       prevent the loss or secure the renewal or reinstatement of any license
       or franchise held by the Company or any Restricted Subsidiary from any
       governmental agency, that is deemed material to the Company or its
       Restricted Subsidiary, as the case may be, by the Board of Directors;
       (F) the purchase, redemption, retirement or other acquisition for
       value of shares of Junior Stock of the Company, or options, warrants
       or other rights to purchase such shares, held by directors, employees
       or former directors or employees of the Company or of any Restricted
       Subsidiary, or their estates or beneficiaries under their estates,
       upon death, disability, retirement, termination of employment or
       pursuant to the terms of any agreement under which such shares of
       Junior Securities or options, warrants or other rights were issued,
       but only if the aggregate consideration paid for such purchase,
       redemption, acquisition, cancellation or other retirement of such
       shares of Junior Stock or options, warrants or other rights after the
       Issue Date does not exceed (1) $2.0 million in any calendar year
       (provided that unused amounts may be carried over to succeeding 12
       month periods, subject to a maximum aggregate carry over of $2.0
       million), plus (2) the aggregate net cash proceeds received by us
       during that calendar year from any reissuance of the Qualified Capital
       Stock to the directors and employees of the Company and its Restricted
       Subsidiaries' (PROVIDED that the amount of any such net cash proceeds
       that are used to permit a purchase, redemption, retirement or other
       acquisition for value pursuant to this clause (F) shall be excluded
       from clause (B) of the preceding paragraph); and (G) Restricted
       Payments, in addition to Restricted Payments permitted pursuant to
       clauses (A) through (F) above, not in excess of $25 million in the
       aggregate after the Issue Date.

       The payments described in clauses (A), (C) (PROVIDED that the proceeds of
       the sale of the Qualified Junior Stock constitute Qualified Capital Stock
       Proceeds), (E), (F) and (G) of this SECTION 9(c)(ii) shall count as
       Restricted Payments for the calculation under SECTION 9(c)(i).

       (d)    LIMITATIONS CONCERNING DISTRIBUTIONS AND TRANSFERS BY RESTRICTED
SUBSIDIARIES.

              The Company shall not, and shall not permit any Restricted
       Subsidiary of the Company to, create or otherwise cause or suffer to
       exist or become effective any consensual restriction or prohibition on
       the ability of any of its Restricted

                                       44
<PAGE>

       Subsidiaries to: (A) pay dividends on, or make other distributions in
       respect of, its Capital Stock, or any other ownership interest or
       participation in, or measured by, its profits, to the Company or any
       Restricted Subsidiary of the Company or pay any Indebtedness or other
       obligation owed to the Company or any Restricted Subsidiary of the
       Company; (B) make any loans or advances to the Company or any
       Restricted Subsidiary of the Company; or (C) transfer any of its
       property or assets to the Company or any Restricted Subsidiary of the
       Company. Notwithstanding the foregoing, the Company may, and may
       permit any Restricted Subsidiary of the Company to, suffer to exist
       any such restriction or prohibition: (I) pursuant to this Certificate
       of Designation, the Notes Indenture, the Existing Credit Facility, the
       certificate of designation governing the Senior Preferred Stock or any
       other agreement in effect on the Issue Date; (II) pursuant to an
       agreement relating to any Indebtedness of such Restricted Subsidiary
       which was outstanding or committed prior to the date on which such
       Restricted Subsidiary was acquired by the Company other than in
       anticipation of becoming a Restricted Subsidiary, PROVIDED that such
       restriction or prohibition shall not apply to any property or assets
       of the Company or any of its Restricted Subsidiaries other than the
       property or assets of such Restricted Subsidiary and its Subsidiaries;
       (III) pursuant to an agreement effecting a renewal, extension,
       refinancing or refunding of any agreement described in clauses (I) and
       (II) above, PROVIDED, HOWEVER, that the provisions contained in such
       renewal, extension, refinancing or refunding agreement relating to
       such restriction or prohibition are no more restrictive in any
       material respect than the provisions contained in the agreement the
       subject thereof; (IV) existing under or by reason of applicable law;
       (V) customary provisions restricting subletting or assignment of any
       lease governing any leasehold interest of any Restricted Subsidiary;
       (VI) purchase money obligations for property acquired in the ordinary
       course of business that impose restrictions of the type referred to in
       clause (C) of this SECTION 9(d); (VII) restrictions of the type
       referred to in clause (C) of this SECTION 9(d) contained in security
       agreements securing Indebtedness of a Restricted Subsidiary to the
       extent that such Liens were otherwise Incurred in accordance with
       SECTION 9(f) below and restrict the transfer of property subject to
       such agreements; (VIII) customary provisions in joint venture
       agreements and other similar agreements entered into in the ordinary
       course of business or (IX) pursuant to contracts with respect solely
       to a Restricted Subsidiary which have been entered into for the sale
       or disposition of Capital Stock or assets of such Restricted
       Subsidiary (PROVIDED that (1) such restriction or prohibition applies
       solely to the Capital Stock or assets of such Restricted Subsidiary
       which are being sold, (2) immediately after giving effect to the
       transactions contemplated by such contract, no Voting Rights
       Triggering Event or circumstance which with notice or lapse of time or
       both would become a Voting Rights Triggering Event would exist and (3)
       such restriction or prohibition is terminated on the earlier of the
       date the transactions contemplated by such contract are consummated or
       the first anniversary of the date of such contract).

                                       45
<PAGE>

       (e)    LIMITATIONS ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS.

              The Company shall not, and shall not permit any Restricted
       Subsidiary of the Company to, enter into any transaction involving
       aggregate consideration (i) up to $1 million, including, without
       limitation, any purchase, sale, lease or exchange of property or the
       rendering of any service, with or to any Affiliate or Related Person of
       the Company (other than a Restricted Subsidiary), unless the Company's
       management determines in good faith  that (A) such transaction is in the
       best interests of the Company or such Restricted Subsidiary and (B) such
       transaction is on terms that are no less favorable to the Company or such
       Restricted Subsidiary than those which might be obtained in arm's-length
       transactions with a third party at the time; (ii) in excess of $1.0
       million but not exceeding $5.0 million, unless the management of the
       Company makes the determination (which determination will be evidenced by
       an Officers' Certificate) set forth in clause (i) of this paragraph; and
       (iii) in excess of $5.0 million, unless a majority of disinterested
       members of the Board of Directors of the Company makes the determinations
       (which determinations will be evidenced by a Board Resolution) set forth
       in clause (i) of this paragraph.

              Notwithstanding the foregoing, the following payments shall not be
       subject to the provisions described in the first paragraph of this
       covenant: (i) payment of customary fees and indemnity payments to our
       directors who are not employees of the Company and the payment of
       compensation and indemnity payments to officers of the Company, in each
       case, in the ordinary course of business and (ii) Restricted Payments
       made in compliance with SECTION 9(c).

       (f)    LIMITATIONS ON LIENS.

              (i)    The Company shall not, and shall not permit any Restricted
       Subsidiary of the Company to, Incur or suffer to exist any Lien on or
       with respect to any property or assets now owned or hereafter acquired to
       secure any Indebtedness that ranks in right of payment PARI PASSU with or
       subordinate to the Exchange Debentures, if and when issued, without
       making, or causing such Restricted Subsidiary to make, effective
       provision for securing the Exchange Debentures, if and when issued,  (A)
       equally and ratably with such Indebtedness as to such property for so
       long as such Indebtedness shall be so secured or (B)  in the event such
       Indebtedness is Indebtedness of the Company or a Restricted Subsidiary of
       the Company which is subordinate in right of payment to the Exchange
       Debentures, if and when issued, prior to such Indebtedness as to such
       property for so long as such Indebtedness will be so secured.

              (ii)   The restrictions in SECTION 9(f)(i) shall not apply to  (A)
       Liens existing in respect of any Indebtedness that exists on the Issue
       Date; (B) Liens in favor of the

                                       46
<PAGE>

       Company or Liens in favor of a Wholly Owned Restricted Subsidiary of
       the Company on the assets or Capital Stock of another Wholly Owned
       Restricted Subsidiary of the Company;  (C) Liens to secure
       Indebtedness outstanding or committed for the purpose of financing all
       or any part of the purchase price or the cost of construction or
       improvement of the equipment or other property subject to such Liens;
       PROVIDED, HOWEVER, that (I) the principal amount of any Indebtedness
       secured by such a Lien does not exceed 100% of such purchase price or
       cost, (II) such Lien does not extend to or cover any other property
       other than such item of property or any improvements on such item and
       (III) the Incurrence of such Indebtedness is otherwise permitted by
       this Certificate of Designation; (D) Liens on property existing
       immediately prior to the time of acquisition thereof (and not Incurred
       in anticipation of the financing of such acquisition);  (E) Liens to
       secure Indebtedness to extend, renew, refinance or refund (or
       successive extensions, renewals, refinancings or refundings), in whole
       or in part, Indebtedness secured by any Lien referred to in clauses
       (A), (C) and (D) of this SECTION 9(f)(ii) so long as such Lien does
       not extend to any other property and the principal amount of
       Indebtedness so secured is not increased except as otherwise permitted
       under clause (B) or (D) of SECTION 9 (a)(ii); (F) Liens on any
       Permitted Investment in Cooperative Bank Equity in favor of any
       Cooperative Banks; (G) Liens securing letters of credit entered into
       in the ordinary course of business and consistent with past business
       practice; or (H) any other Liens in respect of any Indebtedness which
       Indebtedness does not exceed $1 million in the aggregate.

       (g)    LIMITATION ON CERTAIN DEBT.

              The Company shall not Incur any Indebtedness that is subordinate
       in right of payment to any other Indebtedness of the Company unless the
       Indebtedness so Incurred is either PARI PASSU or subordinate in right of
       payment to the Exchange Debentures (if and when issued).  For the
       avoidance of doubt, the foregoing limitation will not apply to
       distinctions between categories of the Company's Senior Indebtedness that
       exist by reason of any Liens or guarantees arising or created in respect
       of some but not all such Senior Indebtedness.

       (h)    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.

              The Company shall not consolidate with or merge into any Person or
       permit any other Person to consolidate with or merge into the Company, or
       transfer, sell, convey or lease or otherwise dispose of all or
       substantially all of its assets to, any Person unless, (i) (A) the
       Company is the surviving entity or (B) if the Company is not the
       surviving entity, then the successor or transferee shall be a corporation
       organized and validly existing under the laws of the United States of
       America or any jurisdiction thereof and the Exchangeable Preferred Stock
       shall be converted into or

                                       47
<PAGE>

       exchanged for and shall become shares of such successor or transferee
       company, having in respect of such successor or transferee company
       substantially the same powers, preferences and relative participating,
       optional or other special rights and the qualifications, limitations
       or restrictions thereon that the Exchangeable Preferred Stock had
       immediately prior to such transaction, (ii) the Consolidated Net Worth
       of the successor or transferee immediately after the transaction is
       not less than 100% of the Company's Consolidated Net Worth immediately
       prior to the transaction, (iii) immediately after giving effect to
       such transaction, the Company (or its permitted successor or
       transferee) would be permitted to Incur at least $1.00 of additional
       Indebtedness pursuant to SECTION 9(a)(i), (iv) after giving effect to
       such transaction no Voting Rights Triggering Event or event which with
       notice or lapse of time would become a Voting Rights Triggering Event
       has occurred and is continuing, and (v) an Officers' Certificate and
       an Opinion of Counsel covering such conditions shall be delivered to
       the Transfer Agent.

              However, clause (iii) above will not apply if, in good faith
       determination of the Board of Directors, whose determination shall be
       evidenced by a Board  Resolution, the principal purpose of the
       transaction is to change the Company's state of incorporation and the
       transaction shall have not have as one of its purposes the evasion of the
       foregoing limitations.

       (i)    REPORTS.

              Whether or not the Company is subject to the reporting
       requirements of Section 13 or 15(d) of the Exchange Act, the Company
       shall deliver to the Transfer Agent and to each Holder, within 15 days
       after it is or would have been required to file such with the Commission,
       annual and quarterly financial statements substantially equivalent to
       financial statements that would have been included in reports filed with
       the Commission, if the Company were subject to the requirements of
       Section 13 or 15(d) of the Exchange Act, including, with respect to
       annual information only, a report thereon by the Company's certified
       independent public accountants as such would be required in such reports
       to the Commission, and in each case, together with a management's
       discussion and analysis of financial condition and results of operations
       which would be so required.

10.    AMENDMENT.

       Unless otherwise provided in SECTION 2(b) or 7, neither this
Certificate of Designation or the Escrow Agreement shall be amended, either
directly or indirectly, or through merger or consolidation with another
entity, in any manner that would alter or change the powers, preferences or
special rights of the Exchangeable Preferred Stock so as to affect them

                                       48
<PAGE>

adversely without the affirmative vote of the Holders of a majority or more
of the outstanding Exchangeable Preferred Stock voting separately as a class.

11.    EXCLUSION OF OTHER RIGHTS.

       Except as may otherwise be required by law, the shares of Exchangeable
Preferred Stock shall not have any voting powers, preferences and relative,
participating, optional or other special rights, other than those
specifically set forth in this Certificate of Designation (as such
Certificate of Designation may be amended from time to time in accordance
with the terms hereof) and in the Articles of Incorporation.  The shares of
Exchangeable Preferred Stock shall have no preemptive or subscription rights.

12.    HEADINGS OF SECTIONS.

       The headings of the various sections and subsections hereof are for
convenience of reference only and shall not affect the interpretation of any
of the provisions hereof.

13.    SEVERABILITY OF PROVISIONS.

       If any voting power, preference or relative, participating, optional
and other special right of the Exchangeable Preferred Stock or qualification,
limitation or restriction thereof set forth in this Certificate of
Designation (as this Certificate of Designation may be amended from time to
time) is invalid, unlawful or incapable of being enforced by reason of any
rule of law or public policy, all other voting powers, preferences and
relative, participating, optional and other special rights of Exchangeable
Preferred Stock and qualifications, limitations and restrictions thereof set
forth in this Certificate of Designation (as so amended) which can be given
effect without the invalid, unlawful or unenforceable voting power,
preference and relative, participating, optional or other special right of
Exchangeable Preferred Stock or qualification, limitation or restriction
thereof, shall, nevertheless, remain in full force and effect, and no voting
powers, preferences and relative, participating, optional or other special
rights of Exchangeable Preferred Stock and qualifications, limitations and
restrictions thereof herein set forth shall be deemed dependent upon any
other such voting powers, preferences and relative, participating, optional
or other special rights of Exchangeable Preferred Stock and qualifications,
limitations and restrictions thereof unless so expressed herein.

14.    OTHER INSTRUMENTS OR AGREEMENTS.

       It is the intent of the Company that this Certificate of Designation
shall stand on its own and shall not be read as one agreement with, or be
deemed to relate to, any other instrument executed by the Company or any
other agreement entered into by the Company, on the one hand, and any holder
of Preferred Stock of the Company, on the other hand, for

                                       49
<PAGE>

purposes of determining the intended meaning of any provision in this
Certificate of Designation or any such other instrument or agreement.  In
furtherance of the foregoing, it is understood and agreed by the Company and
each Holder of Exchangeable Preferred Stock that the inclusion of provisions
in this Certificate of Designation not included in any such other instrument
or agreement (or the exclusion of provisions in this Certificate of
Designation included in any such other instrument or agreement) shall not
affect the interpretation of the provisions of this Certificate of
Designation and such other instrument or agreement.



                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       50
<PAGE>

       IN WITNESS WHEREOF, the Company has caused this certificate to be duly
executed by Ann K. Newhall of the Company, this 10th day of February, 2000.

                                   RURAL CELLULAR CORPORATION


                                   By:     /s/ Ann. K. Newhall
                                       -------------------------------------
                                   Name:   Ann K. Newhall
                                   Title:  Senior Vice President and General
                                           Counsel




<PAGE>

                                    ANNEX A


                           FORM OF EXCHANGE INDENTURE



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                          RURAL CELLULAR CORPORATION

                                      TO

                           NORWEST BANK MINNESOTA,
                             NATIONAL ASSOCIATION
                                  as Trustee


                               ----------------


                                  INDENTURE

                       Dated as of _____________, _____


                               ----------------




                                $______________


                12 1/4% Senior Subordinated Debentures due 2011


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-------------------------------------------------------------------------------


<PAGE>

                                  TABLE OF CONTENTS

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                                     ARTICLE ONE

                           DEFINITIONS AND OTHER PROVISIONS
                                OF GENERAL APPLICATION

SECTION 101.   Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 102.   Compliance Certificates and Opinions. . . . . . . . . . . . . . . . 25
SECTION 103.   Form of Documents Delivered to Trustee. . . . . . . . . . . . . . . 25
SECTION 104.   Acts of Holders; Record Date. . . . . . . . . . . . . . . . . . . . 26
SECTION 105.   Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . . 27
SECTION 106.   Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . 28
SECTION 107.   Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . 28
SECTION 108.   Effect of Headings and Table of Contents. . . . . . . . . . . . . . 28
SECTION 109.   Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 110.   Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 111.   Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 112.   Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 113.   Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 114.   Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 115.   Other Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . 30

                                     ARTICLE TWO

                                    SECURITY FORMS

SECTION 201.   Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 202.   Form of Face of Security. . . . . . . . . . . . . . . . . . . . . . 31
SECTION 203.   Form of Reverse of Security . . . . . . . . . . . . . . . . . . . . 34
SECTION 204.   Form of Trustee's Certificate of Authentication . . . . . . . . . . 38

                                    ARTICLE THREE

                                    THE SECURITIES

SECTION 301.   Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 302.   Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 303.   Execution, Authentication, Delivery and Dating. . . . . . . . . . . 40
SECTION 304.   Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . 41


                                          i

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SECTION 305.   Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 306.   Registration; Registration of Transfer and Exchange Generally;
               Certain Transfers and Exchanges . . . . . . . . . . . . . . . . . . 43
SECTION 307.   Mutilated, Destroyed, Lost and Stolen Securities. . . . . . . . . . 45
SECTION 308.   Payment of Interest; Interest Rights Preserved. . . . . . . . . . . 46
SECTION 309.   Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 310.   Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 311.   Computation of Interest . . . . . . . . . . . . . . . . . . . . . . 48

                                     ARTICLE FOUR

                              SATISFACTION AND DISCHARGE

SECTION 401.   Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . 49
SECTION 402.   Application of Trust Money. . . . . . . . . . . . . . . . . . . . . 50

                                     ARTICLE FIVE

                                       REMEDIES

SECTION 501.   Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 502.   Acceleration of Maturity; Rescission and Annulment. . . . . . . . . 53
SECTION 503.   Collection of Indebtedness and Suits for Enforcement by
               Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 504.   Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . 55
SECTION 505.   Trustee May Enforce Claims Without Possession of Securities . . . . 56
SECTION 506.   Application of Money Collected. . . . . . . . . . . . . . . . . . . 56
SECTION 507.   Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 508.   Unconditional Right of Holders to Receive Principal  Premium and
               Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 509.   Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . 58
SECTION 510.   Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . 58
SECTION 511.   Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . 58
SECTION 512.   Control by Holders. . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 513.   Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 514.   Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 515.   Waiver of Stay or Extension Laws. . . . . . . . . . . . . . . . . . 60


                                         ii

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                                     ARTICLE SIX

                                     THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities . . . . . . . . . . . . . . . . 61
SECTION 602.   Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 603.   Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . 62
SECTION 604.   Not Responsible for Recitals or Issuance of Securities. . . . . . . 63
SECTION 605.   May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 606.   Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 607.   Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . 64
SECTION 608.   Disqualification; Conflicting Interests . . . . . . . . . . . . . . 65
SECTION 609.   Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . 65
SECTION 610.   Resignation and Removal; Appointment of Successor . . . . . . . . . 66
SECTION 611.   Acceptance of Appointment by Successor. . . . . . . . . . . . . . . 67
SECTION 612.   Merger, Conversion, Consolidation or Succession to Business . . . . 67
SECTION 613.   Preferential Collection of Claims Against Company . . . . . . . . . 68
SECTION 614.   Appointment of Authenticating Agent . . . . . . . . . . . . . . . . 68

                                    ARTICLE SEVEN

                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.   Company to Furnish Trustee Names and Addresses of Holders . . . . . 70
SECTION 702.   Preservation of Information; Communications to Holders. . . . . . . 70
SECTION 703.   Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 704.   Reports by Company. . . . . . . . . . . . . . . . . . . . . . . . . 71

                                    ARTICLE EIGHT

                 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.   Company May Consolidate, Etc., Only on Certain Terms. . . . . . . . 72
SECTION 802.   Successor Substituted . . . . . . . . . . . . . . . . . . . . . . . 73


                                      iii

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                                     ARTICLE NINE

                               SUPPLEMENTAL INDENTURES

SECTION 901.   Supplemental Indentures Without Consent of Holders. . . . . . . . . 74
SECTION 902.   Supplemental Indentures With Consent of Holders . . . . . . . . . . 74
SECTION 903.   Execution of Supplemental Indentures. . . . . . . . . . . . . . . . 75
SECTION 904.   Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . 76
SECTION 905.   Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . 76
SECTION 906.   Reference in Securities to Supplemental Indentures. . . . . . . . . 76
SECTION 907.   Notice of Supplemental Indenture. . . . . . . . . . . . . . . . . . 76

                                     ARTICLE TEN

                                      COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest. . . . . . . . . . . . . 77
SECTION 1002.  Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . 77
SECTION 1003.  Money for Security Payments to Be Held in Trust . . . . . . . . . . 77
SECTION 1004.  Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1005.  Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1006.  Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . 80
SECTION 1007.  Maintenance of Insurance. . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1008.  Limitation on Consolidated Indebtedness . . . . . . . . . . . . . . 80
SECTION 1009.  Limitation on Preferred Stock of Restricted Subsidiaries. . . . . . 84
SECTION 1010.  Limitation on Certain Indebtedness. . . . . . . . . . . . . . . . . 85
SECTION 1011.  Limitation on Restricted Payments . . . . . . . . . . . . . . . . . 85
SECTION 1012.  Limitations Concerning Distributions and Transfers by Restricted
               Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
SECTION 1013.  Limitations on Liens. . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 1014.  Limitation on Transactions with Affiliates and Related Persons. . . 90
SECTION 1015.  Limitation on Asset Sales . . . . . . . . . . . . . . . . . . . . . 90
SECTION 1016.  [INTENTIONALLY LEFT BLANK]. . . . . . . . . . . . . . . . . . . . . 93
SECTION 1017.  Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . 93
SECTION 1018.  Statement by Officers as to Default; Compliance Certificates. . . . 95
SECTION 1019.  Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . 96


                                        iv

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SECTION 1020.  [INTENTIONALLY LEFT BLANK]. . . . . . . . . . . . . . . . . . . . . 96

                                    ARTICLE ELEVEN

                               REDEMPTION OF SECURITIES

SECTION 1101.  Right of Redemption . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 1102.  Applicability of Article Eleven . . . . . . . . . . . . . . . . . . 97
SECTION 1103.  Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . 97
SECTION 1104.  Selection by Trustee of Securities to Be Redeemed . . . . . . . . . 97
SECTION 1105.  Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 1106.  Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . 99
SECTION 1107.  Securities Payable on Redemption Date . . . . . . . . . . . . . . . 99
SECTION 1108.  Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . 99

                                    ARTICLE TWELVE

                             SUBORDINATION OF SECURITIES

SECTION 1201.  Securities Subordinate to Senior Indebtedness . . . . . . . . . . .100
SECTION 1202.  Payment Over of Proceeds Upon Dissolution . . . . . . . . . . . . .100
SECTION 1203.  No Payment When Senior Indebtedness in Default. . . . . . . . . . .101
SECTION 1204.  Payment Permitted If No Default . . . . . . . . . . . . . . . . . .102
SECTION 1205.  Subrogation to Rights of Holders of Senior Indebtedness . . . . . .103
SECTION 1206.  Provisions Solely to Define Relative Rights . . . . . . . . . . . .103
SECTION 1207.  Trustee to Effectuate Subordination . . . . . . . . . . . . . . . .104
SECTION 1208.  No Waiver of Subordination Provisions . . . . . . . . . . . . . . .104
SECTION 1209.  Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . .104
SECTION 1210.  Reliance on Judicial Order or Certificate of Liquidating
               Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .105
SECTION 1211.  Trustee Not Fiduciary for Holders of Senior Debt. . . . . . . . . .106
SECTION 1212.  Rights of Trustee as Holder of Senior Indebtedness;
               Preservation of Trustee's Rights. . . . . . . . . . . . . . . . . .106
SECTION 1213.  Article Twelve Applicable to Paying Agents. . . . . . . . . . . . .106
SECTION 1214.  Defeasance of this Article Twelve . . . . . . . . . . . . . . . . .106


                                       v

<PAGE>

<CAPTION>
                                                                                 Page
                                                                                 ----
<S>            <C>                                                               <C>
                                   ARTICLE THIRTEEN

                          DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  Company's Option to Effect Defeasance or Covenant Defeasance. . . .108
SECTION 1302.  Defeasance and Discharge. . . . . . . . . . . . . . . . . . . . . .108
SECTION 1303.  Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . .108
SECTION 1304.  Conditions to Defeasance or Covenant Defeasance . . . . . . . . . .109
SECTION 1305.  Deposited Money and U.S. Government Obligations
               to Be Held in Trust; Other Miscellaneous Provisions . . . . . . . .111
SECTION 1306.  Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . .112
</TABLE>



                                        vi

<PAGE>

               INDENTURE, dated as of __________, _____ (this "Indenture"),
between Rural Cellular Corporation, a corporation duly organized and existing
under the laws of the State of Minnesota (herein called the "Company"),
having its principal office at 3905 Dakota Street S. W., Alexandria,
Minnesota  56308, and Norwest Bank Minnesota, National Association, having
its principal office at N 9303-120, Sixth and Marquette Avenue, Minneapolis,
Minnesota 55479, a trust company duly organized and existing under the laws
of the State of Minnesota, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

               The Company has duly authorized the creation of an issue of
its 12 1/4% Senior Subordinated Debentures due 2011 (the "Securities") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

               All things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

               For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities, as
follows:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.   DEFINITIONS.

               For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

               (1)   the terms defined in this Article have the meanings
       assigned to them in this Article and include the plural as well as the
       singular;

<PAGE>

               (2)   all other terms used herein which are defined in the Trust
       Indenture Act, either directly or by reference therein, have the meanings
       assigned to them therein;

               (3)   all accounting terms not otherwise defined herein have the
       meanings assigned to them in accordance with generally accepted
       accounting principles (whether or not such is indicated herein), and,
       except as otherwise herein expressly provided, the term "generally
       accepted accounting principles" with respect to any computation required
       or permitted hereunder shall mean such accounting principles as are
       generally accepted at the date of such computation;

               (4)   unless otherwise specifically set forth herein, all
       calculations or determinations of a Person shall be performed or made on
       a consolidated basis in accordance with generally accepted accounting
       principles but shall not include the assets and liabilities of
       Unrestricted Subsidiaries, except to the extent of dividends and
       distributions actually paid to the Company or one of its Wholly Owned
       Restricted Subsidiaries; and

               (5)   the words "herein," "hereof" and "hereunder" and other
       words of similar import refer to this Indenture as a whole and not to any
       particular Article, Section or other subdivision.

               Certain terms, used principally in Articles Six and Ten, are
defined as provided in such Articles.

               "Acquired Indebtedness" means Indebtedness of a Person
(including an Unrestricted Subsidiary) (i) existing at the time such Person
becomes a Restricted Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in the case of both of the preceding
clause (i) and clause (ii), other than Indebtedness incurred in connection
with, or in contemplation of, such Person becoming a Restricted Subsidiary or
such acquisition.  Acquired Indebtedness shall be deemed to be Incurred on
the date of the related acquisition of assets from any Person or the date the
acquired Person becomes a Restricted Subsidiary.

               "Acquired Person" has the meaning specified in the definition
of Permitted Investments.

               "Act," when used with respect to any Holder, has the meaning
specified in Section 104.

               "Additional Securities" has the meaning set forth in Section
301.

                                      -2-
<PAGE>

               "Adjusted Annualized Operating Cash Flow Ratio" of any Person
means the Annualized Operating Cash Flow Ratio of such Person as adjusted to
treat all Preferred Stock of such Person as Redeemable Stock.

               "Administrative Agent" means the Person or Persons designated
as such under the Credit Facility.

               "Affiliate" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person.  For the purposes of this definition, "control"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

               "Agent Member" means any member of, or participant in, the
Depositary.

               "Annualized Operating Cash Flow" of any Person means the
Operating Cash Flow of such Person for the Reference Period multiplied by two.

               "Annualized Operating Cash Flow Ratio" of any Person on any
date (the "Transaction Date") means, with respect to any Person and its
Restricted Subsidiaries, the ratio of (i) Consolidated Indebtedness of such
Person and its Restricted Subsidiaries on the Transaction Date (after giving
pro forma effect to the Incurrence of any Indebtedness on such Transaction
Date) divided by (ii) the aggregate amount of Annualized Operating Cash Flow
of such Person (determined on a pro forma basis after giving effect to all
dispositions of businesses made by such Person and its Restricted
Subsidiaries from the beginning of the Reference Period through the
Transaction Date as if such dispositions had occurred at the beginning of
such Reference Period); PROVIDED that for purposes of such computation, in
calculating Annualized Operating Cash Flow and Consolidated Indebtedness:
(a) the transaction giving rise to the need to calculate the Annualized
Operating Cash Flow Ratio will be assumed to have occurred (on a pro forma
basis) on the first day of the Reference Period; (b) the Incurrence of any
Indebtedness during the Reference Period or subsequent thereto and on or
prior to the Transaction Date (and the application of the proceeds therefrom
to the extent used to retire Indebtedness) will be assumed to have occurred
(on a pro forma basis) on the first day of such Reference Period; (c)
Consolidated Interest Expense attributable to any Indebtedness (whether
existing or being incurred) bearing a floating interest rate shall be
computed as if the rate in effect on the Transaction Date had been the
applicable rate for the entire Reference Period; (d) all members of the
consolidated group of such Person on the Transaction Date that were acquired
during the Reference Period shall be deemed to be members of the consolidated
group of such Person for the entire Reference Period; and (e) the
Indebtedness and Annualized Operating Cash Flow of any Restricted Subsidiary
that is not a Wholly Owned Restricted Subsidiary shall be determined in
accordance with the

                                      -3-
<PAGE>

actual percentage of the Person's common equity interest in such Restricted
Subsidiary on the date of determination of the Annualized Operating Cash Flow
Ratio (thus, for example, in the case of a Restricted Subsidiary in which
such Person owns a 51% common equity interest, 51% of such Subsidiary's
Indebtedness and of such Subsidiary's Annualized Operating Cash Flow would be
included in the calculation of such Person's aggregate Indebtedness and
Annualized Operating Cash Flow, respectively).  When the foregoing definition
is used in connection with the Company and its Restricted Subsidiaries,
references to a Person and its Restricted Subsidiaries in the foregoing
definition shall be deemed to refer to the Company and its Restricted
Subsidiaries.

               "Applicable Premium" means, with respect to any Securities
being redeemed or paid on any redemption date, the greater of (i) 1.0% of the
aggregate principal amount of such Securities being redeemed or paid; or (ii)
the excess of (A) the present value at such redemption date of (1) the
redemption price of such Securities being redeemed or paid at February 15,
2005 (such redemption price being set forth in the table under Article 2)
plus (2) all required interest payments due on such Securities being redeemed
or paid through February 15, 2005 (such interest to be deemed to be payable
in cash for purposes of such determination (assuming a 360-day year
consisting of twelve 30-day months) but excluding accrued and unpaid interest
since the most recent interest payment date), computed on a semi-annual basis
for Securities using a discount rate equal to the Treasury Rate plus 50.0
basis point over, (B) the principal amount of such Securities being redeemed
or paid.

               "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
CEDEL, in each case to the extent applicable to such transaction and as in
effect from time to time.

               "Asset Sale" has the meaning specified in Section 1015.

               "Asset Sale Offer" has the meaning set forth in Section 1015.

               "Asset Sale Offer Amount" has the meaning set forth in
Section 1015.

               "Asset Sale Offer Date" has the meaning set forth in
Section 1015.

               "Asset Sale Offer Period" has the meaning set forth in
Section 1015.

               "Authenticating Agent" means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Securities.

               "Board of Directors" of a Person which is a corporation, means
either the board of directors of that Person or any duly authorized committee
of that board.

                                      -4-
<PAGE>

               "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors of the Company, to be in full force and
effect on the date of such certification and delivered to the Trustee.

               "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York City
or the State of Minnesota are authorized or obligated by law or executive
order to close.

               "Capital Lease Obligation" means that portion of any
obligation of a Person as lessee under a lease which is required to be
capitalized on the balance sheet of such lessee in accordance with generally
accepted accounting principles.

               "Capital Stock" means, with respect to any Person,  any and
all shares, interests, participations or other equivalents (however
designated, including voting and non-voting) of equity of such Person.

               "Cash Equivalents" means (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the
United States of America is pledged in support thereof), in each case
maturing within one year after the date of acquisition, (ii) time deposits
and certificates of deposit of, and commercial paper issued by the parent
corporation of any domestic commercial bank or domestic branch of any foreign
commercial bank organized in any OECD member country, in each case, of
recognized standing having capital and surplus in excess of $500 million and
commercial paper issued by others rated at least A-2 or the equivalent
thereof by Standard & Poor's Corporation or at least P-2 or the equivalent
thereof by Moody's Investors Service, Inc. and in each case maturing within
one year after the date of acquisition, (iii )repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in clauses (i) and (ii) above entered into with any financial
institution meeting the qualifications specified in clause (ii) or (iv)
herein, and (iv) investments in money market funds substantially all of whose
assets comprise securities of the types described in (i) and (ii) above.

               "CEDEL" means Cedel Bank, S.A. (or any successor securities
clearing agency).

               "Change of Control" has the meaning set forth in Section 1017.

               "Change of Control Offer" has the meaning set forth in
Section 1017.

               "Change of Control Offer Period" has the meaning set forth in
Section 1017.

                                      -5-
<PAGE>

               "Change of Control Offer Purchase Date" has the meaning set
forth in Section 1017.

               "Commission" means the United States Securities and Exchange
Commission.

               "Common Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
including voting and non-voting) of equity of such Person.

               "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture and thereafter
"Company" shall mean such successor Person.

               "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary, and delivered to the Trustee.

               "Consolidated Indebtedness" of any Person means at any date
the Indebtedness of such Person and its Restricted Subsidiaries at such date.

               "Consolidated Interest Expense" of any Person means for any
period the interest expense included in an income statement (taking into
account the effect of any Interest Hedge Agreements but without deduction of
interest income) of such Person and its Restricted Subsidiaries for such
period, including without limitation or duplication (or, to the extent not so
included, with the addition of), (i) the portion of any rental obligation in
respect of any Capital Lease Obligation allocable to interest expense in
accordance with generally accepted accounting principles; (ii) the
amortization of Indebtedness discounts; (iii) any payments or fees with
respect to letters of credit, bankers' acceptances or similar facilities;
(iv) fees with respect to Interest Hedge Agreements; (v) the portion of any
rental obligations in respect of any Sale and Leaseback Transaction allocable
to interest expense (determined as if such were treated as a Capital Lease
Obligation); and (vi) Preferred Stock dividends accrued or payable other than
dividends on Qualified Capital Stock of such Person.

               "Consolidated Net Income" of any Person means for any period
the net income (or loss) of such Person and its Restricted Subsidiaries for
such period determined on a consolidated basis in accordance with generally
accepted accounting principles; PROVIDED that there shall be excluded
therefrom (to the extent included and without duplication) (i) the net income
(or loss) of any Person acquired by such Person or a Restricted Subsidiary of
such Person after the date of this Indenture in a pooling-

                                      -6-
<PAGE>

of-interests transaction for any period prior to the date of such
transaction, (ii) the net income (or loss) of any Person that is not a
Restricted Subsidiary of such Person except to the extent of the amount of
dividends or other distributions actually paid to such Person by such other
Person during such period, (iii) gains or losses from sales of assets other
than sales of assets acquired and held for resale in the ordinary course of
business, (iv) for purposes of Section 1011, the net income, if positive, of
any Restricted Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Restricted Subsidiary of such net
income is not at that time permitted by the operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulations applicable to such Restricted Subsidiary, and (v)
all extraordinary gains and extraordinary losses.

               "Consolidated Net Worth" of any Person means the consolidated
shareholders' equity of such Person, determined on a consolidated basis in
accordance with generally accepted accounting principles; PROVIDED that, with
respect to the Company, adjustments following the date of this Indenture to
the accounting books and records of the Company in accordance with Accounting
Principles Board Opinions Nos. 16 and 17 (or successor opinions thereto) or
otherwise resulting from the acquisition of control of the Company by another
Person and its Subsidiaries shall not be given effect; PROVIDED FURTHER, that
such computation shall exclude (i) any amounts attributable to Redeemable
Stock or any equity security convertible into or exchangeable for
Indebtedness, the cost of treasury stock and the principal amount of any
promissory notes receivable from the sale of the Capital Stock of the Company
or any of its Restricted Subsidiaries and (ii) Unrestricted Subsidiaries.

               "Cooperative Bank Equity" means non-voting equity interests in
Cooperative Banks.

               "Cooperative Banks" means lenders under the Credit Facility
which are cooperative banks.

               "Corporate Trust Office" means the principal office of the
Trustee at N 9303-120, Sixth and Marquette Avenue, Minneapolis, Minnesota
55479 at which at any particular time its corporate trust business shall be
administered or such other location designated by the Trustee in a report
pursuant to Section 703(a).

               "Credit Facility" means the Existing Credit Facility or the
New Credit Facility including, in each case, any and all instruments and
agreements executed in connection therewith, as such documents may be
amended, restated, supplemented, renewed, replaced or otherwise modified from
time to time irrespective of any changes in the terms and conditions thereof.

                                      -7-
<PAGE>

               "Cumulative Interest Expense" means the total amount of
Consolidated Interest Expense of the Company and its Restricted Subsidiaries
for the period beginning July 1, 1998 through and including the end of the
last fiscal quarter preceding the date of any proposed Restricted Payment.

               "Cumulative Operating Cash Flow" means Operating Cash Flow of
the Company and its Restricted Subsidiaries for the period beginning July 1,
1998 through and including the end of the last fiscal quarter preceding the
date of any proposed Restricted Payment.

               "Defaulted Interest" has the meaning specified in Section 308.

               "Depositary" means a clearing agency registered under the
Exchange Act that is designated to act as Depositary for the Securities until
a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean such
successor Depositary.  The Depositary will initially be DTC.

               "Designated Senior Indebtedness" means the Indebtedness under
the Credit Facility.

               "DTC" means The Depository Trust Company, a New York
corporation.

               "DWAC" means the DTC Deposit/Withdrawal at Custodian System.

               "Euroclear" means the Euroclear Clearance System (or any
successor securities clearing agency).

               "Event of Default" has the meaning specified in Section 501.

               "Exchange Act" refers to the Securities Exchange Act of 1934,
as amended.

               "Exchange Date" means the time and date the Securities are
first issued under this Indenture in exchange for the Exchangeable Preferred
Stock.

               "Exchangeable Preferred Stock" means the Company's 12 1/4%
Junior Exchangeable Preferred Stock.

               "Existing Credit Facility" means the Amended and Restated Loan
Agreement, dated as of July 1, 1998, by and among TD Securities (USA) Inc.,
as arranging agent for the lenders and as such agreement may be further
amended, supplemented, restated or otherwise modified from time to time,
including, without

                                      -8-
<PAGE>

limitation, any renewals, extensions, substitutions, refinancing,
restructuring, replacements, supplementation or other modifications of the
foregoing that increase the aggregate amount of borrowings outstanding or the
aggregate commitments of the lenders thereunder, extend or shorten the
maturity of any Indebtedness incurred thereunder or contemplated thereby or
add or delete borrowers or guarantors thereunder or that effect any other
change in the terms and conditions thereof.

               "Expiration Date" has the meaning specified in the definition
of Offer to Purchase.

               "Fair Market Value" means, with respect to any assets or
Person, the price which could be negotiated in an arm's-length free market
transaction, for cash, between a willing seller and a willing buyer, neither
of whom is under undue pressure or compulsion to complete the transaction.
Fair Market Value will be determined (i) if such Person or assets have a Fair
Market Value in excess of $250,000, but not in excess of $5 million, by any
officer of the Company and evidenced by an Officers' Certificate, dated
within 30 days of the relevant transaction, or (ii) if such Person or assets
has a Fair Market Value of $5 million or more, by a majority of the Board of
Directors of the Company and evidenced by a Board Resolution, dated within 30
days of the relevant transaction, based on an appraisal of an independent
appraiser of national reputation.

               "Global Securities" has the meaning set forth in Section 201.

               "Holder" means a Person in whose name a Security is registered
in the Security Register.

               "Incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to
generally accepted accounting principles or otherwise, of any such
Indebtedness or other obligation on the balance sheet of such Person (and
"Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing); PROVIDED, HOWEVER, that a change in generally
accepted accounting principles that results in an obligation of such Person
that exists at such time becoming Indebtedness shall not be deemed an
Incurrence of such Indebtedness.

               "Indebtedness" means (without duplication), with respect to
any Person, whether recourse is to all or a portion of the assets of such
Person and whether or not contingent, (i) every obligation of such Person for
money borrowed, (ii) every obligation of such Person evidenced by bonds,
debentures, notes or similar instruments, including obligations Incurred in
connection with the acquisition of property, assets or businesses, (iii)
every reimbursement obligation of such Person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of
such Person, (iv) every

                                      -9-
<PAGE>

obligation of such Person issued or assumed as the deferred purchase price of
property or services (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business), (v) every Capital
Lease Obligation of such Person, (vi) the maximum fixed redemption or
repurchase price of Redeemable Stock of such Person at the time of
determination, (vii) every obligation to pay rent or other payment amounts of
such Person with respect to any Sale and Leaseback Transaction to which such
Person is a party other than any other such obligation which would constitute
an operating lease obligation of such Person under United States generally
accepted accounting principles, (viii) all obligations under Interest Hedge
Agreements, (ix) every obligation of the type referred to in clauses (i)
through (viii) of another Person and all dividends of another Person the
payment of which, in either case, such Person has guaranteed or is
responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise or which is secured by a Lien on any asset of such Person and (x)
the liquidation value of Preferred Stock of a Subsidiary of such person
issued and outstanding and held by other than such Person (or one of its
Restricted Subsidiaries, except that if such Restricted Subsidiary is not a
Wholly Owned Restricted Subsidiary of such Person, the portion of the
liquidation value of such Preferred Stock equal to the product of (1) the
percentage of the common equity interest of such Restricted Subsidiary that
is not owned, directly or indirectly, by such Person and (2) the aggregate
liquidation value of such Preferred Stock shall constitute Indebtedness);
PROVIDED that for all purposes of this Indenture, (A) the amount outstanding
at any time of any Indebtedness issued with original issue discount is the
face amount of such Indebtedness less the unamortized portion of the original
issue discount of such Indebtedness at the time of its issuance as determined
in conformity with generally accepted accounting principles, (B) money
borrowed at the time of the Incurrence of any Indebtedness in order to
pre-fund the payment of interest on such Indebtedness shall be deemed not to
be "Indebtedness" and (C) Indebtedness shall not include any liability for
federal, state, local or other taxes.  For purposes of this Indenture, the
amount of any Indebtedness shall be the amount determined in respect thereof
as of the end of the then most recently ended fiscal quarter of such Person,
and in making such determination, if any agreement relating to such
obligation provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person or in any event until the counterparty
thereunder defaults in its corresponding payment, then in each such case, the
amount of such obligations shall be the net amount so determined, plus any
premium due upon default by such Person.

               "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

               "Intercompany Indebtedness" has the meaning set forth in
Section 1008.

                                      -10-
<PAGE>

               "Interest Hedge Agreements" means any interest rate swap, cap,
collar, floor, option or swap agreements, or any similar arrangements
designed to hedge the risk of variable interest rate volatility or to reduce
interest costs, arising at any time between the Company or any Restricted
Subsidiary, on the one hand, and any Person (other than an Affiliate of the
Company or any Restricted Subsidiary), on the other hand, as such agreement
or arrangement may be modified, supplemented and in effect from time to time.

               "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

               "Investment" by any Person in any other Person means (without
duplication):  (a) the acquisition (whether by purchase, merger,
consolidation or otherwise) by such Person (whether for cash, property,
services, securities or otherwise) of capital stock, bonds, notes,
debentures, partnership or other ownership interests or other securities of
such other Person or any agreement to make any such acquisition; (b) the
making by such Person of any deposit with, or advance, loan or other
extension of credit to, such other Person (including the purchase of property
from another Person subject to an understanding or agreement, contingent or
otherwise, to resell such property to such other Person) or any commitment to
make any such advance, loan or extension; (c) the entering into by such
Person of any guarantee of, or other contingent obligation with respect to,
Indebtedness or other liability of such other Person; (d) the making of any
capital contribution by such Person to such other Person; and (e) the
designation by the Board of Directors of the Company of any Person to be an
Unrestricted Subsidiary. For purposes of Section 1011 (i) "Investment" shall
include and be valued at the Fair Market Value of such Person's PRO RATA
interest in the net assets of any Restricted Subsidiary at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary and shall
exclude the lesser of (A) the Fair Market Value of such Person's pro rata
interest in the net assets of any Unrestricted Subsidiary at the time that
such Unrestricted Subsidiary is designated a Restricted Subsidiary and (B)
the Fair Market Value of the amount of such Person's Investments (other than
Permitted Investments) made in (net of cash distributions received from) such
Unrestricted Subsidiary since the date of this Indenture, and (ii) the amount
of any Investment shall be the Fair Market Value of such Investment at the
time any such Investment is made.

               "Issue Date" means the time and date of the first issuance of
the Exchangeable Preferred Stock.

               "Junior Certificate of Designation" means the Certificate of
Designation of Voting Power, Preferences and Relative, Participating,
Optional and other Special Rights and Qualifications, Limitations and
Restrictions of the Exchangeable Preferred Stock.

               "Lien" means, with respect to any property or assets, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any
easement not materially impairing usefulness or marketability), encumbrance,
preference, priority or other security agreement or

                                      -11-
<PAGE>

preferential arrangement of any kind or nature whatsoever on or with respect
to such property or assets (including, without limitation, any conditional
sale or other title retention agreement having substantially the same
economic effect as any of the foregoing).

               "Marketable Securities" has the meaning set forth in Section
1015.

               "Maturity" means, when used with respect to any Security, the
date on which the principal of such Security becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise.

               "Net Cash Proceeds" means the aggregate amount of cash and
Cash Equivalents received by the Company and its Restricted Subsidiaries in
respect of an Asset Sale (including upon the conversion to cash and Cash
Equivalents of (a) any note or installment receivable at any time or (b) any
other property as and when any cash and Cash Equivalents are received in
respect of any property received in an Asset Sale but only to the extent such
cash and Cash Equivalents are received within one year after such Asset
Sale), less the sum of (i) all reasonable out-of-pocket fees, commissions and
other expenses incurred in connection with such Asset Sale, including the
amount (estimated in good faith by the Board of Directors of the Company) of
income, franchise, sales and other applicable taxes required to be paid by
the Company or any Restricted Subsidiary of the Company in connection with
such Asset Sale and (ii) the aggregate amount of cash so received which is
used to retire any existing Senior Indebtedness or Indebtedness of the
Company that ranks PARI PASSU in right of payment with the Securities or
existing Indebtedness of such Restricted Subsidiaries, as the case may be,
which is required to be repaid in connection with such Asset Sale or is
secured by a Lien on the property or assets of the Company or any of its
Restricted Subsidiaries, as the case may be.

               "New Credit Facility" means the amendment and restatement of
the refinancing or replacement of the Existing Credit Facility in connection
with and conditioned upon the consummation of the Triton Acquisition, with
the same, a deletion of, or additional lenders, including, without
limitation, any successive renewals, extensions, substitutions, refinancing,
restructurings, replacements, supplementations or other modifications of the
foregoing that increase the aggregate amount of borrowing outstanding or the
aggregate commitments of the lenders thereunder, extend or shorten the
maturity of any Indebtedness incurred thereunder or contemplated thereby or
add or delete borrowers or guarantors thereunder or that effect any other
change in the terms and conditions hereof.

               "Notes Indenture" means that certain Indenture dated as of May
14, 1998, relating to the Company's Senior Subordinated Notes.

                                      -12-
<PAGE>

               "Notice of Default" has the meaning specified in Section 501.

               "Offer" has the meaning specified in the definition of Offer
to Purchase.

               "Offer to Purchase" means a written offer (the "Offer") sent
by the Company to each Holder at his address appearing in the Security
Register on the date of the Offer offering to purchase up to the principal
amount of Securities specified in such Offer at the purchase price specified
in such Offer (as determined pursuant to this Indenture).  Unless otherwise
required by applicable law, the Offer shall specify an expiration date (the
"Expiration Date") of the Offer to Purchase which, subject to any contrary
requirements of applicable law, shall be not less than 30 days nor more than
60 days after the date of such Offer to Purchase and a settlement date (the
"Purchase Date") for purchase of Securities within five Business Days after
the Expiration Date. The Company shall notify the Trustee at least 15
Business Days (or such shorter period as is acceptable to the Trustee) prior
to the mailing of the Offer of the Company's obligation to make an Offer to
Purchase, and the Offer shall be mailed by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.  The
Offer shall contain information concerning the business of the Company and
its Subsidiaries which the Company in good faith believes will enable such
Holders to make an informed decision with respect to the Offer to Purchase
(which at a minimum will include (i) the most recent annual and quarterly
financial statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the documents required to
be filed with the Trustee pursuant to Section 704 (which requirements may be
satisfied by delivery of such documents together with the Offer), (ii) a
description of material developments in the Company's business subsequent to
the date of the latest of such financial statements referred to in clause (i)
(including a description of the events requiring the Company to make the
Offer to Purchase), (iii) if applicable, appropriate pro forma financial
information concerning the Offer to Purchase and the events requiring the
Company to make the Offer to Purchase and (iv) any other information required
by applicable law to be included therein.  The Offer shall contain all
instructions and materials necessary to enable such Holders to tender
Securities pursuant to the Offer to Purchase.  The Offer shall also state:

               (1)   the Section of this Indenture pursuant to which the Offer
       to Purchase is being made;

               (2)   the Expiration Date and the Purchase Date;

               (3)   the aggregate principal amount of the Outstanding
       Securities offered to be purchased by the Company pursuant to the Offer
       to Purchase (including, if less than 100%, the manner by which such has
       been determined pursuant to the Section hereof requiring the Offer to
       Purchase) (the "Purchase Amount");

                                      -13-
<PAGE>

               (4)   the purchase price to be paid by the Company for each
       $1,000 aggregate principal amount of Securities accepted for payment (as
       specified pursuant to this Indenture) (the "Purchase Price");

               (5)   that the Holder may tender all or any portion of the
       Securities registered in the name of such Holder and that any portion of
       a Security tendered must be tendered in an integral multiple of $1,000
       principal amount;

               (6)   the place or places where Securities are to be surrendered
       for tender pursuant to the Offer to Purchase;

               (7)   that on the Purchase Date the Purchase Price will become
       due and payable upon each Security accepted for payment pursuant to the
       Offer to Purchase and that interest thereon shall cease to accrue on and
       after the Purchase Date;

               (8)   that each Holder electing to tender a Security pursuant to
       the Offer to Purchase will be required to surrender such Security at the
       place or places specified in the Offer prior to the close of business on
       the Expiration Date (such Security being, if the Company or the Trustee
       so requires, duly endorsed by, or accompanied by a written instrument of
       transfer in form satisfactory to the Company and the Trustee duly
       executed by, the Holder thereof or his attorney duly authorized in
       writing);

               (9)   that Holders will be entitled to withdraw all or any
       portion of Securities tendered if the Company (or its Paying Agent)
       receives, not later than the close of business on the Expiration Date, a
       telegram, telex, facsimile transmission or letter setting forth the name
       of the Holder, the principal amount of the Security the Holder tendered,
       the certificate number of the Security the Holder tendered and a
       statement that such Holder is withdrawing all or a portion of his tender;

               (10)  that (a) if Securities in an aggregate principal amount
       less than or equal to the Purchase Amount are duly tendered and not
       withdrawn pursuant to the Offer to Purchase, the Company shall purchase
       all such Securities and (b) if Securities in an aggregate principal
       amount in excess of the Purchase Amount are tendered and not withdrawn
       pursuant to the Offer to Purchase, the Company shall purchase Securities
       having an aggregate principal amount equal to the Purchase Amount on a
       pro rata basis (with such adjustments as may be deemed appropriate so
       that only Securities in denominations of $1,000 or integral multiples
       thereof shall be purchased); and

                                      -14-
<PAGE>

               (11)  that in case of any Holder whose Security is purchased only
       in part, the Company shall execute, and the Trustee shall authenticate
       and deliver to the Holder of such Security without service charge, a new
       Security or Securities, of any authorized denomination as requested by
       such Holder, in an aggregate principal amount equal to and in exchange
       for the unpurchased portion of the Security so tendered.

Any Offer to Purchase shall be governed by and effected in accordance with
the Offer for such Offer to Purchase.

               "Officers' Certificate" means a certificate signed by two
officers at least one of whom shall be the principal executive officer,
principal accounting officer or principal financial officer of the Company
and delivered to the Trustee.

               "Operating Cash Flow" for any Person for any period means (a)
the Consolidated Net Income of such Person for such period, plus (b) the sum,
without duplication (and only to the extent such amounts are deducted from
net revenues in determining such Consolidated Net Income), of (i) the
provisions for income taxes for such period for such Person and its
Subsidiaries, (ii) depreciation, amortization and other non-cash charges of
such Person and its Subsidiaries and (iii) Consolidated Interest Expense of
such Person for such period, determined, in each case, on a consolidated
basis for such Person and its Subsidiaries in accordance with generally
accepted accounting principles, less (c) the sum, without duplication (and
only to the extent such amounts are included in such Consolidated Net Income)
of (i) all extraordinary gains of such Person and its Subsidiaries during
such period and (ii) the amount of all cash payments made during such period
by such Person and its Subsidiaries to the extent such payments relate to
non-cash charges that were added back in determining Operating Cash Flow for
such period or for any prior period; and in the case of a Restricted
Subsidiary that is not a Wholly Owned Restricted Subsidiary, the
determination of the percentage of the Operating Cash Flow of such Restricted
Subsidiary that is to be included in the calculation of the Company's
Annualized Operating Cash Flow Ratio shall be made on a pro forma basis on
the assumption that the percentage of the Company's common equity interest in
such Restricted Subsidiary throughout the applicable Reference Period was
equivalent to its common equity interest on the date of the determination.
When the foregoing definition is used in connection with the Company,
references to a Person and its Subsidiaries in the foregoing definition shall
be deemed to refer to the Company and its Restricted Subsidiaries.

               "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be reasonably acceptable to the
Trustee, delivered to the Trustee.

                                      -15-
<PAGE>

               "Outstanding," when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, EXCEPT:

               (i)   Securities theretofore cancelled by the Trustee or
       delivered to the Trustee for cancellation;

               (ii)  Securities for whose payment or redemption money in the
       necessary amount has been theretofore deposited with the Trustee or any
       Paying Agent (other than the Company) in trust or set aside and
       segregated in trust by the Company (if the Company shall act as its own
       Paying Agent) for the Holders of such Securities; PROVIDED that, if such
       Securities are to be redeemed, notice of such redemption has been duly
       given pursuant to this Indenture or provision therefor satisfactory to
       the Trustee has been made; and

               (iii) Securities which have been paid pursuant to Section 307 or
       in exchange for or in lieu of which other Securities have been
       authenticated and delivered pursuant to this Indenture, other than any
       such Securities in respect of which there shall have been presented to
       the Trustee proof satisfactory to it that such Securities are held by a
       bona fide purchaser in whose hands such Securities are valid obligations
       of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which
the Trustee knows to be so owned shall be so disregarded.  Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.

               "PARI PASSU," when used with respect to the ranking of any
Indebtedness of any Person in relation to other Indebtedness of such Person,
means that each such Indebtedness (a) either (i) is not subordinated in right
of payment to any other Indebtedness of such Person or (ii) is subordinate in
right of payment to the same Indebtedness of such Person as is the other and
is so subordinate to the same extent and (b) is not subordinate in right of
payment to the other or to any Indebtedness of such Person as to which the
other is not so subordinate.

                                      -16-
<PAGE>

               "Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company.

               "Payment Blockage Period" has the meaning specified in Section
1203.

               "Permitted Investments" means  (i) Investments in Cash
Equivalents; (ii) Investments in the Company or a Restricted Subsidiary
(other than payments described in clause (iii) of the second paragraph of
Section 1011 and Investments in the Company by its Restricted Subsidiary
pursuant to clause (ii) of the definition of "Restricted Payments"); (iii)
Investments in a Person substantially all of whose assets are of a type
generally used in a Wireless Communications Business (an "Acquired Person")
if, as a result of such Investments, (A) the Acquired Person immediately
thereupon becomes a Restricted Subsidiary or (B) the Acquired Person
immediately thereupon either (1) is merged or consolidated with or into the
Company or any Restricted Subsidiary or (2) transfers or conveys all or
substantially all of its assets to, or is liquidated into, the Company or any
of its Restricted Subsidiaries; (iv) Investments in accounts and notes
receivable acquired in the ordinary course of business; (v) any securities
received in connection with an Asset Sale that complies with the covenants in
Section 1015; (vi) advances and prepayments for asset purchases in the
ordinary course of business in a Wireless Communications Business of the
Company or a Restricted Subsidiary; (vii) customary loans or advances made in
the ordinary course of business to officers, directors or employees of the
Company or any of its Restricted Subsidiaries for travel, entertainment, and
moving and other relocation expenses; (viii) the purchase of Cooperative Bank
Equity in Cooperative Banks to the extent required by the charter documents
of such Cooperative Banks in connection with the Incurrence of any
Indebtedness which is provided by such Cooperative Banks under the Credit
Facility, PROVIDED that such Incurrence is permitted under the terms of this
Indenture; (ix) any Investment by the Company of Qualified Capital Stock
Proceeds received after July 1,  1998, in any Unrestricted Subsidiary which
conducts or will conduct a Telecommunications Business (PROVIDED that any
such Qualified Capital Stock Proceeds used to consummate the Triton
Acquisition shall be deemed not to have been used and shall remain available
for such an Investment); and (x) Investments in Wireless Alliance during the
period it is an Unrestricted Subsidiary not exceeding $25.0 million in the
aggregate made after July 1, 1998; PROVIDED that (a) the matters referenced
in clauses (iii) and (x) above shall not be Permitted Investments if made at
any time that an Event of Default or event which with notice or lapse of time
or both would become an Event of Default has occurred and is continuing, (b)
that the matters referenced in clause (ix) shall not be Permitted Investments
if at any time (1) an Event of Default or event which with notice or lapse of
time or both would become an Event of Default has occurred and is continuing
and (2) the Company would not be permitted to Incur an additional $1.00 of
Indebtedness pursuant to the provision of the Exchange Indenture described in
the first paragraph of Section 1008 and (3) that and following any Permitted
Investment pursuant to clause (x), the Unrestricted Subsidiary in which such
Investment is made shall be

                                      -17-
<PAGE>

prohibited from using the proceeds of such Investment (directly or
indirectly) to make any Restricted Payment with respect to the Company's
Junior Stock or options, warrants or rights to acquire the Company's Junior
Stock of the type described in clause (ii) of the definition of Restricted
Payment.

               "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

               "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 307 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Security.

               "Preferred Stock" means, with respect to any Person, any and
all shares of Capital Stock of such Person that have preferential rights to
any other Capital Stock of such Person with respect to dividends or
redemptions or upon liquidation.

               "Proceeding" has the meaning specified in Section 1202.

               "Prospectus" means the Prospectus dated February 8, 2000 with
respect to the offering of, INTER ALIA, the Exchangeable Preferred Stock.

               "Public Equity Offering" means an underwritten public offering
of common stock of the Company pursuant to an effective registration
statement filed with the Commission in accordance with the Securities Act.

               "Purchase Amount" has the meaning specified in the definition
of Offer to Purchase.

               "Purchase Date" has the meaning specified in the definition of
Offer to Purchase.

               "Purchase Price" has the meaning specified in the definition
of Offer to Purchase.

               "Qualified Capital Stock" means, with respect to any Person,
any and all shares of Capital Stock other than Redeemable Stock issued by
such Person, and the options, warrants or other rights to purchase such
Capital Stock.

                                      -18-
<PAGE>

               "Qualified Capital Stock Proceeds" means, with respect to any
Person, (a) in the case of any sale of Qualified Capital Stock (other than to
any Subsidiary), the aggregate net cash proceeds received by such Person,
after payment of expenses, commissions and the like Incurred by such Person
in connection therewith, and net of Indebtedness that such Person Incurred,
guaranteed or otherwise became liable for in connection with the issuance or
acquisition of such Capital Stock; and (b) in the case of any exchange,
exercise, conversion or surrender of any Redeemable Stock or Indebtedness of
such Person issued (other than to any Subsidiary) for cash after the date of
this Indenture for or into shares of Qualified Capital Stock of such Person,
the liquidation value of the Redeemable Stock or the net book value of such
Indebtedness as adjusted on the books of such Person to the date of such
exchange, exercise, conversion or surrender, plus any additional amount paid
by the securityholders to such Person upon such exchange, exercise,
conversion or surrender and less any and all payments made to the
securityholders, and all other expenses, commissions and the like Incurred by
such Person or any Subsidiary in connection therewith.

               "Qualifying Event" means a Public Equity Offering or one or
more Strategic Equity Investments which in either case results in aggregate
net proceeds of not less than $50 million; PROVIDED that any Public Equity
Offering or Strategic Equity Investment, the net proceeds from which are
intended to be used to consummate the Triton Acquisition, shall not be a
Qualifying Event.

               "Redeemable Stock" of any Person means any equity security of
such Person that by its terms or otherwise is required to be redeemed prior
to the final Stated Maturity of the Securities or is redeemable at the option
of the holder thereof (other than an equity security that is redeemable at
the option of the holder and the applicable redemption price is payable only
in shares of Qualified Capital Stock) at any time prior to the final Stated
Maturity of the Securities; PROVIDED that any Capital Stock that would not
constitute Redeemable Stock but for provisions thereof giving holders thereof
the right to require such Person to repurchase or redeem such Capital Stock
upon the occurrence of a "change of control" occurring prior to the final
Stated Maturity of the Securities shall not constitute Redeemable Stock if
the "change of control" provisions applicable to such Capital Stock are no
more favorable to the holders of such Capital Stock than the provisions
contained in Section 1017 of this Indenture and such Capital Stock
specifically provides that such Person will not repurchase or redeem any such
stock pursuant to such provision prior to the Company's repurchase of the
Securities as required to be repurchased pursuant to Section 1017.

               "Redemption Date," when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

               "Redemption Price," when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                                      -19-
<PAGE>

               "Reference Period" with regard to any Person means the last
two full fiscal quarters of such Person immediately preceding any date upon
which any determination is to be made pursuant to the terms of the Securities
or this Indenture.

               "Registration Statement" means the Registration Statement on
Form S-3 dated January 7, 2000 with respect to the offering of, INTER ALIA,
the Exchangeable Preferred Stock, as amended by Amendment 1 to the
Registration Statement on Form S-3 dated February 4, 2000 and Amendment 2 to
the Registration Statement dated February 7, 2000 on Form S-3.

               "Regular Record Date" for the interest payable on any Interest
Payment Date means the February 1 or August 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.

               "Related Person" of any Person means any other Person owning
(a) 5% or more of the outstanding Common Stock of such Person or (b) 5% or
more of the Voting Power of such Person.

               "Restricted Payments" means, with respect to any Person, (i)
any declaration or payment of a dividend or other distribution on any shares
of Capital Stock of such Person or any Subsidiary of such Person (other than
a dividend payable solely in shares of its Capital Stock or options, warrants
or other rights to acquire its Capital Stock and other than any declaration
or payment of a dividend or other distribution by a Restricted Subsidiary to
the Company or another Restricted Subsidiary),  (ii) any payment on the
account of the purchase, redemption, retirement or acquisition (including by
way of issuing any Indebtedness or Redeemable Stock in exchange for Qualified
Capital Stock) of (A) any shares of Capital Stock of such Person or any
Subsidiary of such Person held by other than such Person or any of its
Restricted Subsidiaries or (B) any option, warrant or other right to acquire
shares of Capital Stock of such Person or any  Subsidiary of such Person held
by other than such person or any of its Restricted Subsidiaries, in each case
other than pursuant to the cashless exercise of options,  (iii) any
Investment (other than a Permitted Investment) made by such Person and (iv)
any  redemption, defeasance, repurchase or other acquisition or retirement
for value prior to any scheduled maturity, repayment or sinking fund payment,
any Subordinated Indebtedness of such Person; PROVIDED, that the term
"Restricted Payment" does not include the payment of a dividend or other
distribution by any Restricted Subsidiary on shares of its Capital Stock that
is paid pro rata to all holders of such Capital Stock.

               "Restricted Subsidiary" of any Person means any Subsidiary of
such Person other than an Unrestricted Subsidiary.

               "Sale and Leaseback Transaction" of any Person means an
arrangement with any lender or investor or to which such lender or investor
is a party providing for the leasing by such Person of any property or asset
of such Person which has been or is being sold or transferred by such Person
more than 270 days after the acquisition thereof or the

                                      -20-
<PAGE>

completion of construction or commencement of operation thereof to such
lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such property or
asset.  The stated maturity of such arrangement shall be the date of the last
payment of rent or any other amount due under such arrangement prior to the
first date on which such arrangement may be terminated by the lessee without
payment of a penalty.

               "Securities" means securities designated in the first
paragraph of the recitals of the Company.

               "Securities Act" means the Securities Act of 1933, as amended.

               "Securities Payment" has the meaning set forth in Section 1202.

               "Security Registrar" and "Security Register" have the
respective meanings specified in Section 306.

               "Senior Exchange Debentures" means the Company's 11 3/8%
Senior Subordinated Debentures issuable in exchange for shares of the
Company's 11 3/8% Senior Exchangeable Preferred Stock.

               "Senior Exchange Indenture" means the indenture governing the
Company's 11 3/8% Senior Subordinated Debentures.

               "Senior Indebtedness" means the principal of (and premium, if
any) and interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether
or not a claim for post-petition interest is allowed in such proceeding) on
(i) Indebtedness of the Company created pursuant to the Credit Facility and
all other obligations thereunder or under the notes, security documents,
pledge agreements, Interest Hedge Agreements or other agreements or
instruments executed in connection therewith, (ii) Indebtedness of the
Company created pursuant to any vendor financing Incurred for the
acquisition, construction or improvement by the Company or any Restricted
Subsidiary of assets in the Wireless Communications Business, (iii) all other
Indebtedness of the Company referred to in the definition of Indebtedness
other than clauses (iv)and (vi) thereof (and clause (ix) thereof to the
extent applicable to Indebtedness Incurred under clauses (iv) and (vi)
thereof), whether Incurred on or prior to the date of this Indenture and the
Senior Subordinated Notes, and (iv) amendments, renewals, extensions,
modifications, refinancings and refundings of any such Indebtedness;
PROVIDED, HOWEVER, that the following shall not constitute Senior
Indebtedness: (A) any Indebtedness owed to a Person when such Person is a
Restricted Subsidiary of the Company, (B) any Indebtedness which by the terms
of the instrument creating or evidencing the same is not superior in right of
payment to the Securities, (C) any Indebtedness Incurred in violation of this
Indenture (but, as to any

                                      -21-
<PAGE>

such Indebtedness, no such violation shall be deemed to exist for purposes of
this clause (C) if the holder(s) of such Indebtedness or their representative
and the Trustee shall have received an Officers' Certificate to the effect
that the Incurrence of such Indebtedness does not (or, in the case of
revolving credit Indebtedness, that the Incurrence of the entire committed
amount thereof at the date on which the initial borrowing thereunder is made
would not) violate this Indenture), (D) any Indebtedness which is
subordinated in right of payment to any other Indebtedness of the Company,
(E) Indebtedness or other obligations of or amounts owed by the Company or
its Restricted Subsidiaries for compensation to the Company or their
employees, as applicable, or for services rendered by such employees to the
Company or its Restricted Subsidiaries or (F) any liability for federal,
state, local or other taxes owed or owing by us.

               "Senior Nonmonetary Default" has the meaning specified in
Section 1203.

               "Senior Payment Default" has the meaning specified in Section
1203.

               "Senior Preferred Stock" means the Company's 11 3/8% Senior
Exchangeable Preferred Stock.

               "Senior Subordinated Notes" mean the Company's 9 5/8% Senior
Subordinated Notes due 2008 and 9 5/8% Series B Senior Subordinated Notes
issued under the Notes Indenture.

               "Significant Subsidiary" shall have the meaning set forth in
Rule 1-02 of Regulation S-X under the Securities Act; PROVIDED that all
references to "10 percent" under such definition shall be deemed to be
references to "5 percent."

               "Stated Maturity," when used with respect to any Security or
any installment of interest thereon, means the date specified in such
Security as the date on which the principal of such Security or such
installment of interest is due and payable.

               "Strategic Equity Investment" means an investment in Qualified
Stock made by a Strategic Investor in an aggregate amount of not less than
$50 million.

               "Strategic Investor" means a Person (other than an Affiliate
of the Company or a Person who by virtue of such Investment becomes such an
Affiliate) engaged in one or more Telecommunications Businesses with an
equity market capitalization at the time such Person makes a Strategic Equity
Investment in the Company in excess of $1 billion.

               "Subordinated Indebtedness" means Indebtedness of the Company
that is subordinated in right of payment to the Securities.

                                      -22-
<PAGE>

               "Subsidiary" of any Person means (i) any corporation of which
more than fifty percent (50%) of the outstanding Capital Stock (other than
directors' qualifying shares) having ordinary Voting Power to elect its board
of directors, regardless of the existence at the time of a right of the
holders of any class or classes of securities of such corporation to exercise
such Voting Power by reason of the happening of any contingency, or any
entity other than a corporation of which more than fifty percent (50%) of the
outstanding ownership interests, is at the time owned directly or indirectly
by such Person, or by one or more Subsidiaries of such Person, or by such
Person and one or more Subsidiaries of such Person, or (ii) any other entity
which is directly or indirectly controlled or capable of being controlled by
such Person, or by one or more Subsidiaries of such Person, or by such Person
and one or more Subsidiaries of such Person.

               "Successor Company" has the meaning specified in Section 801.

               "Telecommunications Business" means the business of (i)
transmitting, or providing services relating to the transmission of, voice,
video or data through owned or leased wireline or wireless transmission
facilities, (ii) creating, developing, constructing, installing, repairing,
maintaining or marketing communications-related systems, network equipment
and facilities, software and other products, or (iii) evaluating, owning,
operating, participating in or pursuing any other business that is primarily
related to those identified in Clause (i) or (ii) above (in the case of this
Clause (iii), however, in a manner consistent with the Company's manner of
business on the date of this Indenture), and shall, in any event, include all
businesses in which the Company or any of its Subsidiaries is engaged on the
date of this Indenture or has entered into agreements to engage in or to
acquire a company to engage in or contemplate engaging in, as expressly set
forth in the Prospectus; PROVIDED that the determination of what constitutes
a Telecommunications Business shall be made in good faith by the Company's
Board of Directors.

               "Treasury Rate" means, as of any redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with
a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 (519) that has become publicly available at
least two Business Days prior to the redemption date (or, if such Statistical
Release is no longer published, any publicly available source of similar
market data), most nearly equal to the period from the redemption date to
February 15, 2005, PROVIDED, HOWEVER, that if the period from the redemption
date to February 15, 2005 is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

               "Triton Acquisition" means the acquisition of substantially
all the assets of Triton Cellular Partners, L.P. and its affiliates and the
acquisition of one of its subsidiaries by the Company.

                                      -23-
<PAGE>

               "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 905; PROVIDED, HOWEVER, that in the event the Trust
Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture Act
of 1939 as so amended.

               "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

               "Unrestricted Subsidiary" of any Person means (i) any
Subsidiary of such Person that at the time of determination shall be
designated an Unrestricted Subsidiary by the Board of Directors of such
Person in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary.  The Board of Directors of any Person may designate
any Restricted Subsidiary to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any
property of, such Person or any Restricted Subsidiary; PROVIDED that either
(A) the Subsidiary to be so designated has total assets of $1,000 or less or
(B) if such Subsidiary has assets greater than $1,000, such Person's PRO RATA
interest in the Fair Market Value of the net assets of such Subsidiary at the
time of such designation would be permitted as an investment under Section
1011.  The Board of Directors of any Person may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of such Person, PROVIDED that
immediately after giving effect to such designation (x) such Person would be
permitted to Incur $1.00 of additional Indebtedness pursuant to the first
paragraph of Section 1008 and (y) no Event of Default or event which with
notice or lapse of time or both would become an Event of Default has occurred
and is continuing. Any such designation by the Board of Directors shall be
evidenced by a Board Resolution submitted to the Trustee. Wireless Alliance
shall be deemed an Unrestricted Subsidiary as of the date of this Indenture
and shall thereafter remain an Unrestricted Subsidiary unless and until
designated by the Board of Directors of the Company as a Restricted
Subsidiary in accordance with the terms of this Indenture.

               "U.S. Government Obligations" has the meaning specified in
Section 1304.

               "Voting Power" of any Person means the aggregate number of
votes of all classes of Capital Stock of such Person which ordinarily have
voting power for the election of directors of such Person.

               "Wholly Owned Restricted Subsidiary" of any Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned by

                                      -24-
<PAGE>

such Person or by one or more Wholly Owned Restricted Subsidiaries of such
Person or by such Person and one or more Wholly Owned Restricted Subsidiaries
of such Person.

               "Wireless Communications Business" means any business
substantially related to the ownership, development, operation or acquisition
of fixed and mobile wireless communications services permitted under the
Federal Communications Commission's ("FCC") Commercial Mobile Radio Services
rules (and the related provisions of the FCC's Public Mobile Services and
Personal Communications Services rules), and other related telecommunications
business services.

SECTION 102.   COMPLIANCE CERTIFICATES AND OPINIONS.

               Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act.  Each such certificate or opinion shall be
given in the form of an Officers' Certificate, if to be given by an officer
of the Company, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other
requirement set forth in this Indenture.

               Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

               (1)   a statement that each individual signing such certificate
       or opinion has read such covenant or condition and the definitions herein
       relating thereto;

               (2)   a brief statement as to the nature and scope of the
       examination or investigation upon which the statements or opinions
       contained in such certificate or opinion are based;

               (3)   a statement that, in the opinion of each such individual,
       he has made such examination or investigation as in its reasonable
       judgment is necessary to enable him to express an informed opinion as to
       whether or not such covenant or condition has been complied with; and

               (4)   a statement as to whether or not, in the opinion of each
       such individual, such condition or covenant has been complied with.


SECTION 103.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

               In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be

                                      -25-
<PAGE>

certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

               Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon
which his certificate or opinion is based are erroneous.  Any certificate or
opinion of counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel
knows that the certificate or opinion or representations with respect to such
matters are erroneous.

               Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

SECTION 104.   ACTS OF HOLDERS; RECORD DATE.

               (a)   Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are received by the Trustee and, where it is hereby expressly
required, to the Company.  Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Holders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 104.

               (b)   The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof.  Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority.  The fact and date of the
execution of any

                                      -26-
<PAGE>

such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee reasonably
deems sufficient.

               (c)   The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote
on any action, authorized or permitted to be given or taken by Holders.  If
not set by the Company prior to the first solicitation of a Holder made by
any Person in respect of any such action, or, in the case of any such vote,
prior to such vote, the record date for any such action or vote shall be the
30th day (or, if later, the date of the most recent list of Holders required
to be provided pursuant to Section 701) prior to such first solicitation or
vote, as the case may be.  With regard to any record date, only the Holders
on such date (or their duly designated proxies) shall be entitled to give or
take, or vote on, the relevant action.

               (d)   The ownership of Securities shall be proved by the
Security Register.

               (e)   Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

SECTION 105.   NOTICES, ETC., TO TRUSTEE AND COMPANY.

               Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

               (1)   the Trustee by any Holder or by the Company shall be
       sufficient for every purpose hereunder if made, given, furnished or filed
       in writing to or with the Trustee at its Corporate Trust Office,
       Attention: Trust Officer, or

               (2)   the Company by the Trustee or by any Holder shall be
       sufficient for every purpose hereunder (unless otherwise herein expressly
       provided) if in writing and mailed, first-class postage prepaid, to the
       Company, Attention: Chief Executive Officer, addressed to it at the
       address of its principal office specified in the first paragraph of this
       instrument or at any other address previously furnished in writing to the
       Trustee by the Company.

                                      -27-
<PAGE>

SECTION 106.   NOTICE TO HOLDERS; WAIVER.

               Where this Indenture provides for communication with or notice
to Holders, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.  Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

               In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose
hereunder.

SECTION 107.   CONFLICT WITH TRUST INDENTURE ACT.

               If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be
part of and govern this Indenture, the latter provision shall control.  If
any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the provision of
this Indenture shall be deemed to apply.

SECTION 108.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

               The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction
hereof.

SECTION 109.   SUCCESSORS AND ASSIGNS.

               All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

                                      -28-
<PAGE>

SECTION 110.   SEPARABILITY CLAUSE.

               In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

SECTION 111.   BENEFITS OF INDENTURE.

               Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Indebtedness (subject to Article
Thirteen hereof) and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

SECTION 112.   GOVERNING LAW.

               THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS.

SECTION 113.   LEGAL HOLIDAYS.

               In any case where any Interest Payment Date, Redemption Date,
Purchase Date or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not
be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date,
Redemption Date or Purchase Date, or at the Stated Maturity, PROVIDED that no
interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date, Purchase Date or Stated Maturity, as the case may be
if such payment is made on such next succeeding Business Day.

SECTION 114.   COUNTERPARTS.

               This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, and all of which
counterparts shall together constitute but one and the same instrument.

                                      -29-
<PAGE>

SECTION 115.   OTHER AGREEMENTS.

               It is the intent of the Company, the Trustee and the Holders
that this Indenture shall stand on its own and shall not be read as one
agreement with, or be deemed to relate to, any other agreement entered into
by the Company, on the one hand, and the Trustee or any Holder, on the other
hand, for purposes of determining the intended meaning of any provision in
this Indenture or any such other agreement.  In furtherance of the foregoing,
it is understood and agreed by the Company, the Trustee and the Holders that
the inclusion of provisions in this Indenture not included in any such other
agreement (or the exclusion of provisions in this Indenture included in any
such other agreement), including the Senior Exchange Indenture, shall not
affect the interpretation of the provisions of this Indenture and such other
agreements.





                                      -30-
<PAGE>

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.   FORMS GENERALLY.

               The Securities and the Trustee's certificates of
authentication shall be in substantially the forms set forth in this Article
Two, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution of
the Securities.

               The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

               The Securities may also be represented by one or more
Securities in registered, global form without coupons (collectively, the
"Global Securities").  The Global Securities shall be deposited upon issuance
with the Trustee as custodian for DTC and registered in the name of DTC or
its nominee, in each case for credit to an account of a direct or indirect
participant in DTC as described below.

SECTION 202.   FORM OF FACE OF SECURITY.

[IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED,
AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

               [IF THE SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST
COMPANY IS TO BE THE DEPOSITARY THEREFOR, THEN INSERT -- UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER,

                                      -31-
<PAGE>

EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

                12 1/4% SENIOR SUBORDINATED DEBENTURES DUE 2011

No. ________                                                         $________

CUSIP Number __________

               Rural Cellular Corporation, a corporation duly organized and
existing under the laws of Minnesota (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _______________, or registered
assigns, the principal sum of ___________ Dollars, or such other principal
amount (which, when taken together with the principal amounts of all other
Outstanding Securities, shall not exceed $__________ in the aggregate at any
time) as may be set forth in the records of the Trustee hereinafter referred
to in accordance with the Indenture, on February 15, 2011, and to pay
interest in cash thereon from the date of issuance hereof (or, on or prior to
February 15, 2005, in Additional Securities having an aggregate principal
amount equal to the amount of such interest, at the option of the Company) or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 15 and August 15 in each year,
commencing on the first such date following the date hereof, at the rate of
12 1/4% per annum, until the principal hereof is paid or made available for
payment, and (to the extent that the payment of such interest shall be
legally enforceable) at the rate of 13 1/4% per annum on any overdue
principal and premium, if any, and on any overdue installment of interest
until paid.  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be February 1 or August 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
of which shall be given to Holders of Securities not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful
manner not

                                      -32-
<PAGE>

inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

               Payment of the principal of (and premium, if any) and interest
on this Security will be made at the Corporate Trust Office or at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, New York City, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

               Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:

                                   RURAL CELLULAR CORPORATION

[Seal]

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


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


                                      -33-
<PAGE>

SECTION 203.   FORM OF REVERSE OF SECURITY.

               This Security is one of a duly authorized issue of securities
of the Company designated as its 12 1/4% Senior Subordinated Debentures due
2011 (herein called the "Securities"), limited in aggregate principal amount
to $[__________], issued and to be issued under an Indenture, dated as of
[________], [____] (herein called the "Indenture"), between the Company and
Norwest Bank Minnesota, National Association, as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee, the holders of Senior
Indebtedness and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered.

               After February 15, 2005, the Securities may be redeemed at any
time at the option of the Company, in whole or from time to time in part, on
not less than 30 nor more than 60 days prior notice, at the following
Redemption Prices (expressed as percentages of the principal amount thereof).
If redeemed during the 12-month period beginning February 15 of the years
indicated,

<TABLE>
<CAPTION>
                                                  Redemption
                            Year                    Price
                            ----                  ----------
<S>                                               <C>
                            2005                   106.125%
                            2006                   104.594%
                            2007                   103.063%
                            2008                   101.531%
                            2009 and thereafter    100.000%
</TABLE>

together in the case of any such redemption with accrued interest to but
excluding the Redemption Date, but any interest installment whose Stated
Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record
at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.

               Notwithstanding the foregoing, at any time prior to February
15, 2003, the Company may redeem up to 35% of the aggregate principal amount
of Securities actually issued under the Indenture from the net cash proceeds
of a Qualifying Event at a Redemption Price equal to 112.25% of the aggregate
principal amount thereof, together with accrued and unpaid interest to but
excluding the Redemption Date; PROVIDED that at least 65% in aggregate
principal amount of Securities remains outstanding immediately following such
redemption; PROVIDED FURTHER, HOWEVER, that the aggregate liquidation
preference of any shares of Exchangeable Preferred Stock previously redeemed
out of the

                                      -34-
<PAGE>

net cash proceeds of a Qualifying Event shall be counted as aggregate
principal amount of Securities issued and redeemed for purposes of the
foregoing 35.0% calculation. Any such redemption must be made within 60 days
after the related Qualifying Event.

               In addition, at any time prior to February 15, 2005, the
Securities may be redeemed at the Company's option, in whole but not in part,
at a redemption price equal to 100% of the aggregate principal amount thereof
plus the Applicable Premium as of, and accrued and unpaid interest, if any,
to but excluding, the redemption date.

               Notice of any optional redemption of any Securities (or
portion thereof) will be given to the Holders at their addresses appearing in
the Security Register not less than 30 nor more than 60 days prior to the
Redemption Date.  The notice of redemption shall state the Redemption Date,
the Redemption Price, if less than all the Outstanding Securities are to be
redeemed, principal amounts of the particular Securities to be redeemed, that
on the Redemption Date the Redemption Price will become due and payable upon
each Security to be redeemed and the place or places where such Securities
are to be surrendered for payment of the Redemption Price.  If less than all
of the Securities are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee by such method as the Trustee deems fair and appropriate.

               The Securities do not have the benefit of any sinking fund
obligations.

               In the event of redemption or purchase pursuant to an Offer to
Purchase of this Security in part only, a new Security or Securities for the
unredeemed or unpurchased portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

               The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder
of this Security, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact
for any and all such purposes.

               If an Event of Default shall occur and be continuing, the
principal of all the Securities may be declared or automatically become due
and payable in the manner and with the effect provided in the Indenture.

               The Indenture provides that, subject to certain conditions, if
(i) certain Net Cash Proceeds are available to the Company as a result of
Asset Sales or (ii) a Change of

                                      -35-
<PAGE>

Control occurs, the Company shall be required to make an Offer to Purchase
for Securities.

               The Indenture contains provisions for defeasance at any time
of (i) the entire indebtedness of this Security or (ii) certain restrictive
covenants and Events of Default with respect to this Security, in each case
upon compliance with certain conditions set forth therein.

               The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all
the Securities, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

               No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the time, place and rate,
and in the coin or currency, herein prescribed.

               As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable
in the Security Register, upon surrender of this Security for registration of
transfer at the Corporate Trust Office or at the office or agency of the
Company in the Borough of Manhattan, New York City, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

               The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set
forth, Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

                                      -36-
<PAGE>

               No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

               Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

               Interest on this Security shall be computed on the basis of a
360-day year of twelve 30-day months.

               All terms used in this Security which are not defined herein
but which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.

               The Indenture and this Security shall be governed by and
construed in accordance with the laws of the State of New York.







                                      -37-
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

               If you want to elect to have this Security purchased in its
entirety by the Company pursuant to Section 1015 or 1017 of the Indenture,
check the box:

               / /

               If you want to elect to have only a part of this Security
purchased by the Company pursuant to Section 1015 or 1017 of the Indenture,
state the amount:  $_______

Dated:               Your Signature:
                                     --------------------------------
                                     (Sign exactly as name appears on
                                     the other side of this Security)


Signature Guarantee:
                     --------------------------------
                     (Signature must be guaranteed
                     by a member firm of the New York
                     Stock Exchange or a commercial
                     bank or trust company)


SECTION 204.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

               This is one of the Securities referred to in the within-mentioned
Indenture.


                                   Norwest Bank Minnesota, National Association,
                                   as Trustee


                                   By:
                                       -------------------------------,
                                        Authorized Officer



                                      -38-
<PAGE>

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.   TITLE AND TERMS.

               The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to [$__________]
[insert liquidation preference of all Exchangeable Preferred Stock being
exchanged for Securities on the Exchange Date, plus the maximum amount of
Securities issuable hereunder as dividends thereon], except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307,
906 or 1108 or in connection with an Offer to Purchase pursuant to Section
1015 or 1017.

               Subject to Section 303, the Trustee shall authenticate
Securities for original issue on the date of this Indenture in the aggregate
principal amount of [$___________] [insert liquidation preference of all
Exchangeable Preferred Stock being exchanged for Securities on the Exchange
Date].  With respect to any Securities issued after the date of this
Indenture for the payment of interest as permitted by this Section 301, there
shall be established in or pursuant to a resolution of the Board of Directors
of the Company, and subject to Section 303, set forth, or determined in the
manner provided in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of such Securities
("Additional Securities"):

                     (1)  the aggregate principal amount of such Securities that
               may be authenticated and delivered under this Indenture;

                     (2)  the issuance date of such Securities that may be
               authenticated and delivered under this Indenture; and

                     (3)  that such Additional Securities shall be issuable in
               the same form as the then Outstanding Securities (i.e., as either
               a Global Security or as non-Global Securities) and having the
               same terms as the then Outstanding Securities and the same
               depositaries.

               The Securities shall be known and designated as the "12 1/4%
Senior Subordinated Debentures due 2011" of the Company.  Their Stated
Maturity shall be February 15, 2011 and they shall bear interest at the rate
of 12.25% per annum, from their date of issuance or from the most recent
Interest Payment Date to which interest has been paid in cash (or, on or
prior to February 15, 2005 in Additional Securities having an aggregate
principal amount equal to the amount of such interest at the option of the
Company) or duly provided for, as the case may be, payable semi-annually on
February 15 and August 15, commencing on the first such date following the
date of this Indenture, to

                                      -39-
<PAGE>

the Holders of record on the immediately preceding February 1 and August 1,
until the principal thereof is paid or made available for payment.  The
interest so payable, and punctually paid or duly provided for in respect of
any Security, on any Interest Payment Date shall, as provided in this
Indenture, be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be February 1 or August 1 (whether
or not a Business Day), as the case may be, next preceding such Interest
Payment Date.

               The principal of (and premium, if any) and interest on the
Securities shall be payable at the Corporate Trust Office or at the office or
agency of the Company in the City and State of New York maintained for such
purpose; PROVIDED, HOWEVER, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

               The Securities shall be subject to repurchase by the Company
pursuant to an Offer to Purchase as provided in Sections 1015 and 1017.

               The Securities shall be redeemable as provided in Article
Eleven.

               The Securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article Twelve.

               The Securities shall be subject to defeasance at the option of
the Company as provided in Article Thirteen.

SECTION 302.   DENOMINATIONS.

               The Securities shall be issuable only in registered form
without coupons and only in denominations of $1,000 and any integral
multiples thereof.

SECTION 303.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

               The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon attested by its Secretary, one of its
Assistant Secretaries or its Chief Financial Officer.  The signature of any
of these officers on the Securities may be manual or facsimile.

               Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper Officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices

                                      -40-
<PAGE>

prior to the authentication and delivery of such Securities or did not hold
such offices at the date of such Securities.

               At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise.

               Each Security shall be dated the date of its authentication.

               No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

SECTION 304.   TEMPORARY SECURITIES.

               Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

               If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay.  After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to
Section 1002, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations.  Until so
exchanged the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

                                      -41-
<PAGE>

SECTION 305.   GLOBAL SECURITIES.

               (a)   Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated by the Company
for such Global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this
Indenture.

               (b)   Notwithstanding any other provision in this Indenture,
no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be
registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (i) such Depositary (A) has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or (B) has ceased to be a clearing agency registered
as such under the Exchange Act, (ii) there shall have occurred and be
continuing an Event of Default with respect to such Global Security, (iii)
the Company executes and delivers to the Trustee a Company Order stating that
it elects to cause the issuance of the Securities in certificated form and
that all Global Securities shall be exchanged in whole for Securities that
are not Global Securities (in which case such exchange shall be effected by
the Trustee) or (iv) pursuant to the following sentence.  All or any portion
of a Global Security may be exchanged for a Security that has a like
aggregate principal amount and is not a Global Security, upon 20 days' prior
request made by the Depositary or its authorized representative to the
Trustee.

               (c)   If any Global Security is to be exchanged for other
Securities or cancelled in whole, it shall be surrendered by or on behalf of
the Depositary or its nominee to the Trustee, as Security Registrar, for
exchange or cancellation as provided in this Article Three.  If any Global
Security is to be exchanged for other Securities or cancelled in part, or if
another Security is to be exchanged in whole or in part for a beneficial
interest in any Global Security, then either (i) such Global Security shall
be so surrendered for exchange or cancellation as provided in this Article
Three or (ii) the principal amount thereof shall be reduced or increased by
an amount equal to the portion thereof to be so exchanged or cancelled, or
equal to the principal amount of such other Security to be exchanged for a
beneficial interest therein, as the case may be, by means of an appropriate
adjustment made on the records of the Trustee, as Security Registrar,
whereupon the Trustee, in accordance with the Applicable Procedures, shall
instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records.  Upon any such surrender or
adjustment of a Global Security, the Trustee shall, subject to Section 305(b)
and as otherwise provided in this Article Three, authenticate and deliver any
Securities issuable in exchange for such Global Security (or any portion
thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative.  Upon the
request of the Trustee in connection with the occurrence of any of the events
specified in the preceding paragraph, the Company shall

                                      -42-
<PAGE>

promptly make available to the Trustee a reasonable supply of Securities that
are not in the form of Global Securities. The Trustee shall be entitled to
rely upon any order, direction or request of the Depositary or its authorized
representative which is given or made pursuant to this Article Three if such
order, direction or request is given or made in accordance with the
Applicable Procedures.

               (d)   Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, whether pursuant to this Article Three,
Section 906, 1015, 1017 or 1108 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such
Security is registered in the name of a Person other than the Depositary for
such Global Security or a nominee thereof.

               (e)   The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under the Indenture and the Securities, and owners of beneficial interests in
a Global Security shall hold such interests pursuant to the Applicable
Procedures. Accordingly, any such owner's beneficial interest in a Global
Security will be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
its Agent Members.

SECTION 306.   REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE GENERALLY;
               CERTAIN TRANSFERS AND EXCHANGES.

               (a)    Registration; Registration of Transfer and Exchange
Generally. The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency designated pursuant to Section 1002 being herein sometimes
collectively referred to as the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers and exchanges of
Securities. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers and exchanges of Securities
as herein provided.

               Upon surrender for registration of transfer of any Security at
an office or agency of the Company designated pursuant to Section 1002 for
such purpose, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of any authorized denominations, of a like aggregate
principal amount and bearing such restrictive legends as may be required by
this Indenture.

               At the option of the Holder, Securities may be exchanged for
new Securities of any authorized denominations, of a like aggregate principal
amount upon surrender of the Securities to be exchanged at such office or
agency. Whenever any

                                      -43-
<PAGE>

Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

               All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid Obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer
or exchange.

               Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing.

               No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 305, 306, 906,
1015, 1017 or 1108 not involving any transfer.

               The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption
of Securities selected for redemption under Section 1104 and ending at the
close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption, in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

               (b)   Certain Transfers and Exchanges.  Notwithstanding any
other provision of this Indenture or the Securities, transfers and exchanges
of Securities and beneficial interests in a Global Security of the kinds
specified in this Section 306(b) shall be made only in accordance with this
Section 306(b).

               (i)   A beneficial interest in a Global Security may not be
       exchanged for a Security in certificated form unless (1) DTC (x) notifies
       the Company that it is unwilling or unable to continue as Depositary for
       the Global Security or (y) has ceased to be a clearing agency registered
       under the Exchange Act, and in either case the Company fails to appoint a
       successor Depositary, (2) the Company, at its option, notifies the
       Trustee in writing that it elects to cause the issuance of the Securities
       in certificated form or (3) there shall have occurred and be continuing
       an Event of Default or any event which after notice or lapse of time or
       both would be an Event of Default with respect to the Securities.  In all
       cases, certificated

                                      -44-
<PAGE>

       Securities delivered in exchange for any Global Security or beneficial
       interests therein shall be registered in the names, and issued in any
       approved denominations, requested by or on behalf of the Depositary
       (in accordance with its customary procedures). Any certificated Security
       issued in exchange for an interest in a Global Security shall bear the
       legend restricting transfers that is borne by such Global Security.

               (ii)  A beneficial interest in a Global Security may not be
       exchanged for a Security in certificated form unless (A) DTC (x) notifies
       the Company that it is unwilling or unable to continue as Depositary for
       the Global Security or (y) has ceased to be a clearing agency registered
       under the Exchange Act, and in either case the Company fails to appoint a
       successor Depository, (B) the Company, at its option, notifies the
       Trustee in writing that it elects to cause the issuance of the Securities
       in certificated form or (C) there shall have occurred and be continuing
       an Event of Default or any event which after notice or lapse of time or
       both would be an Event of Default with respect to the Securities.  In all
       cases, certificated Securities delivered in exchange for any Global
       Security or beneficial interests therein shall be registered in the
       names, and issued in any approved denominations, requested by or on
       behalf of the Depositary (in accordance with its customary procedures).
       Any certificated Security issued in exchange for an interest in a Global
       Security shall bear the legend restricting transfers that is borne by
       such Global Security.  Any such exchange shall be effected only through
       the DWAC System and an appropriate adjustment shall be made in the
       records of the Security Register to reflect a decrease in the principal
       amount of the relevant Global Security.

SECTION 307.   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

               If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

               If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                                      -45-
<PAGE>

               In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.

               Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

               Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities duly issued hereunder.

               The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 308.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

               Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

               Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been held by
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

               (1)   The Company may elect to make payment of any Defaulted
       Interest to the Persons in whose names the Securities (or their
       respective Predecessor Securities) are registered at the close of
       business on a Special Record Date for the payment of such Defaulted
       Interest, which shall be fixed in the following manner.  The Company
       shall notify the Trustee in writing of the amount of Defaulted Interest
       proposed to be paid on each Security and the date of the proposed
       payment, and at the same time the Company shall deposit with the Trustee
       an amount of money equal to the aggregate amount proposed to be paid in
       respect of such Defaulted Interest or shall make arrangements
       satisfactory to the Trustee for such deposit prior to the date of the
       proposed payment, such money when

                                      -46-
<PAGE>

       deposited to be held in trust for the benefit of the Persons entitled
       to such Defaulted Interest as in this Clause provided. Thereupon the
       Trustee shall fix a Special Record Date for the payment of such
       Defaulted Interest which shall be not more than 15 days and not less
       than 10 days prior to the date of the proposed payment and not less
       than 10 days after the receipt by the Trustee of the notice of the
       proposed payment.  The Trustee shall promptly notify the Company of
       such Special Record Date and, in the name and at the expense of the
       Company, shall cause notice of the proposed payment of such Defaulted
       Interest and the Special Record Date therefor to be mailed,
       first-class postage prepaid, to each Holder at his address as it
       appears in the Security Register, not less than 10 days prior to such
       Special Record Date.  Notice of the proposed payment of such Defaulted
       Interest and the Special Record Date therefor having been so mailed,
       such Defaulted Interest shall be paid to the Persons in whose names
       the Securities (or their respective Predecessor Securities) are
       registered at the close of business on such Special Record Date and
       shall no longer be payable pursuant to the following clause (2).

               (2)   The Company may make payment of any Defaulted Interest in
       any other lawful manner not inconsistent with the requirements of any
       securities exchange on which the Securities may be listed, and upon such
       notice as may be required by such exchange, if, after notice given by the
       Company to the Trustee of the proposed payment pursuant to this clause,
       such manner of payment shall be deemed practicable by the Trustee.

               Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue interest, which were carried by
such other Security.

               None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

SECTION 309.   PERSONS DEEMED OWNERS.

               Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Security is registered as the
owner of such security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Section 308) interest on such Security
and for all other purposes whatsoever, whether or not such

                                      -47-
<PAGE>

Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

SECTION 310.   CANCELLATION.

               All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any Offer to
Purchase, pursuant to Section 1015 or 1017, shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it.  The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and
all Securities so delivered shall be promptly cancelled by the Trustee.  No
Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 310, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee
shall (subject to the record-retention requirements of the Exchange Act) be
disposed of in accordance with applicable law and its customary practices in
effect from time to time.

SECTION 311.   COMPUTATION OF INTEREST.

               Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.







                                      -48-
<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.   SATISFACTION AND DISCHARGE OF INDENTURE.

               This Indenture shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture (including, but not limited to,
Article Twelve hereof), when

               (1)   either

                     (A)    all Securities theretofore authenticated and
               delivered (other than (i) Securities which have been destroyed,
               lost or stolen and which have been replaced or paid as provided
               in Section 307 and (ii) Securities for whose payment money has
               theretofore been deposited in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 1003) have
               been delivered to the Trustee for cancellation; or

                     (B)    all such Securities not theretofore delivered to the
               Trustee for cancellation

                            (i)    have become due and payable, or

                            (ii)   will become due and payable at their Stated
                     Maturity within one year, or

                            (iii)  are to be called for redemption within one
                     year under arrangements satisfactory to the Trustee for the
                     giving of notice of redemption by the Trustee in the name,
                     and at the expense, of the Company,

               and the Company, in the case of (i), (ii) or (iii) above, has
               deposited or caused to be deposited with the Trustee as trust
               funds in trust for the purpose an amount sufficient to pay and
               discharge the entire indebtedness on such Securities not
               theretofore delivered to the Trustee for cancellation, for
               principal (and premium, if any) and interest to the date of such
               deposit (in the case of Securities which have become due and
               payable) or to the Stated Maturity or Redemption Date, as the
               case may be;

                                      -49-
<PAGE>

               (2)   the Company has paid or caused to be paid all other sums
       payable hereunder by the Company; and

               (3)   the Company has delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent herein provided that relate to the satisfaction and discharge
       of this Indenture have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article Four, the obligations of the Company to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under
Section 614 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall
survive.

SECTION 402.   APPLICATION OF TRUST MONEY.

               Subject to the provisions of the last paragraph of Section
1003, all money and property deposited with the Trustee pursuant to Section
401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such
money has been deposited with the Trustee.






                                      -50-
<PAGE>

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.   EVENTS OF DEFAULT.

               "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether
it shall be occasioned by the provisions of Article Twelve or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

               (1)   failure to pay the principal of (or premium, if any, on)
       any Security at its Maturity; or

               (2)   failure to pay any interest upon any Security for a period
       of 30 days or more after it becomes due and payable; or

               (3)   failure to Offer to Purchase or, on the applicable Purchase
       Date, to purchase Securities required to be purchased by the Company
       pursuant to Section 1015 or 1017; or

               (4)   failure to perform or comply with, or breach of, Article
       Eight; or

               (5)   failure to perform, or breach of, any other covenant or
       agreement of the Company in this Indenture (other than a covenant or
       agreement a default in whose performance or whose breach is elsewhere in
       this Section 501 specifically addressed), and continuance of such failure
       or breach for a period of 30 days after there has been given, by
       registered or certified mail, to the Company by the Trustee or to the
       Company and the Trustee by the Holders of at least 25% in aggregate
       principal amount of the Outstanding Securities a written notice
       specifying such failure or breach and requiring it to be remedied and
       stating that such notice is a "Notice of Default" hereunder; or

               (6)   a default or defaults under any bond(s), debenture(s),
       note(s) or other evidence(s) of Indebtedness by the Company or any
       Restricted Subsidiary of the Company or under any mortgage(s),
       indenture(s) or instrument(s) under which there may be issued or by which
       there may be secured or evidenced any Indebtedness of such type by the
       Company or any such Restricted Subsidiary with a principal amount then
       outstanding, individually or in the aggregate, in excess of $10 million,
       whether such Indebtedness now exists or shall hereafter be created, which
       default or defaults result in the acceleration of the payment of such
       Indebtedness or shall constitute a failure to pay any portion of the
       principal of such

                                      -51-
<PAGE>

       Indebtedness at maturity after the expiration of any applicable grace
       period with respect thereto or shall have resulted in such
       Indebtedness becoming or being declared due and payable prior to the
       date on which it would otherwise have become due and payable; or

               (7)   a final judgment or final judgments for the payment of
       money are entered against the Company or any Restricted Subsidiary of the
       Company in an aggregate amount in excess of $10 million (net of any
       amounts with respect to which a reputable and financially sound insurance
       company has acknowledged liability in writing), which judgments remain
       undischarged, unstayed or unbonded for a period (during which execution
       shall not be effectively stayed) of 60 days after the right to appeal has
       expired; or

               (8)   the entry by a court having jurisdiction in the premises of
       (A) a decree or order for relief in respect of the Company or any
       Restricted Subsidiary that is a Significant Subsidiary of the Company in
       an involuntary case or proceeding under any applicable Federal or State
       bankruptcy, insolvency, reorganization or other similar law or (B) a
       decree or order adjudging the Company or any such Significant Subsidiary
       a bankrupt or insolvent, or approving as properly filed a petition
       seeking reorganization, arrangement, adjustment or composition of or in
       respect of the Company or any such Significant Subsidiary under any
       applicable Federal or State law, or appointing a custodian, receiver,
       liquidator, assignee, trustee, sequestrator or other similar official of
       the Company or any such Significant Subsidiary or of any substantial part
       of the property of the Company or any such Significant Subsidiary, or
       ordering the winding up or liquidation of the affairs of the Company or
       any such Significant Subsidiary, and the continuance of any such decree
       or order for relief or any such other decree or order unstayed and in
       effect for a period of 60 consecutive days; or

               (9)   the commencement by the Company or any Restricted
       Subsidiary that is a Significant Subsidiary of the Company of a voluntary
       case or proceeding under any applicable Federal or State bankruptcy,
       insolvency, reorganization or other similar law or of any other case or
       proceeding to be adjudicated a bankrupt or insolvent, or the consent by
       the Company or any such Significant Subsidiary to the entry of a decree
       or order for relief in respect of the Company or any Restricted
       Subsidiary that is a Significant Subsidiary of the Company in an
       involuntary case or proceeding under any applicable Federal or State
       bankruptcy, insolvency, reorganization or other similar law or to the
       commencement of any bankruptcy or insolvency case or proceeding against
       the Company or any Restricted Subsidiary that is a Significant Subsidiary
       of the Company, or the filing by the Company or any such Restricted
       Subsidiary that is a Significant Subsidiary of a petition or answer or
       consent seeking reorganization or relief under any applicable Federal or
       State law, or the consent by the Company or any such Restricted
       Subsidiary that is

                                      -52-
<PAGE>

       a Significant Subsidiary to the filing of such petition or to the
       appointment of or taking possession by a custodian, receiver,
       liquidator, assignee, trustee, sequestrator or similar official of the
       Company or any Restricted Subsidiary that is a Significant Subsidiary
       of the Company or of any substantial part of the property of the
       Company or any Restricted Subsidiary that is a Significant Subsidiary
       of the Company, or the making by the Company or any Restricted
       Subsidiary of the Company of an assignment for the benefit of
       creditors, or the admission by the Company or any such Significant
       Subsidiary in writing of its inability to pay its debts generally as
       they become due, or the taking of corporate action by the Company or
       any such Significant Subsidiary in furtherance of any such action.

SECTION 502.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

               If an Event of Default (other than an Event of Default specified
in Section 501(8) or (9)) shall occur and be continuing, then and in every such
case the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities may declare the principal of all the
Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal (and premium, if any) and any accrued interest shall become
immediately due and payable.  If an Event of Default specified in Section 501(8)
or (9) occurs, the principal of (and premium, if any) and any accrued interest
on the Securities then Outstanding shall IPSO FACTO become immediately due and
payable without any declaration or other Act on the part of the Trustee or any
Holder.

               At any time after such a declaration of acceleration has been
made and before a judgment or decree based on acceleration for payment of the
money due has been obtained by the Trustee, as hereinafter provided in this
Article Five, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration of acceleration and its consequences if

               (1)   the Company has paid or deposited with the Trustee a sum
       sufficient to pay

                     (A)    all overdue interest on all Securities,

                     (B)    the principal of (and premium, if any, on) any
               Securities which have become due otherwise than by such
               declaration of acceleration (including any Securities required to
               have been purchased on the Purchase Date pursuant to an Offer to
               Purchase made by the Company) and, to the extent that payment of
               such interest is lawful, interest thereon at the rate provided by
               the Securities,

                                      -53-
<PAGE>

                     (C)    to the extent that payment of such interest is
               lawful, interest upon overdue interest at the rate provided by
               the Securities, and

                     (D)    all sums paid or advanced by the Trustee hereunder
               and the reasonable compensation, expenses, disbursements and
               advances of the Trustee, its agents and counsel;

       and

               (2)   all Events of Default, other than the nonpayment of the
       principal of Securities which have become due solely by such declaration
       of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

               No Holder of any Securities will have any right to institute
any proceeding with respect to the Securities or for any remedy thereunder,
unless such Holder shall have previously given to the Debentures Trustee
written notice of an Event of Default and unless the Holders of at least 25%
in aggregate principal amount of the outstanding Securities shall have made
written request to the Trustee and the Trustee shall not have received from
the Holders of a majority in aggregate principal amount of the outstanding
Securities a direction inconsistent with such request and shall have failed
to constitute such proceeding within 60 days.  However, such limitations do
not apply to a suit instituted by a Holder of Securities for enforcement of
payment of the principal of and premium, if any, or interest on such
Securities on or after the respective due dates expressed in such Securities.
The Holders of a majority in aggregate principal amount of the Securities
outstanding may waive any existing Event of Default except an Event of
Default in the payment of interest or principal (including premium) on the
Securities.

SECTION 503.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
               TRUSTEE.

               The Company covenants that if

               (1)   default is made in the payment of any interest on any
       Security when such interest becomes due and payable and such default
       continues for a period of 30 days, or

               (2)   default is made in the payment of the principal of (or
       premium, if any, on) any Security at the Maturity thereof or, with
       respect to any Security required to have been purchased pursuant to an
       Offer to Purchase made by the Company, at the Purchase Date thereof,

                                      -54-
<PAGE>

the Company shall, upon demand of the Trustee, and subject to Article Twelve,
pay to it, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal (and premium, if
any) and interest, and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any)
and on any overdue interest, at the rate provided by the Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

               If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as Trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon
the Securities wherever situated.

               If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the
rights of the Holders by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other
proper remedy.

SECTION 504.   TRUSTEE MAY FILE PROOFS OF CLAIM.

               In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed
in any such proceeding.  In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or deliverable on
any such claims and, subject to Article Twelve, to distribute the same; and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and Counsel,
and any other amounts due the Trustee under Section 607.

               No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of

                                      -55-
<PAGE>

reorganization, arrangement adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; PROVIDED,
HOWEVER, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and may be a member
of the creditors' committee.

SECTION 505.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

               All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

SECTION 506.   APPLICATION OF MONEY COLLECTED.

               Subject to Article Twelve, any money and property collected by
the Trustee pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

               FIRST:  To the payment of all amounts due the Trustee under
       Section 607; and

               SECOND: To the extent provided in Article Twelve, to the holders
       of Senior Indebtedness in accordance with Article Twelve; and

               THIRD:  To the payment of the amounts then due and unpaid for
       principal of (and premium, if any) and interest on the Securities in
       respect of which or for the benefit of which such money has been
       collected, ratably, without preference or priority of any kind, according
       to the amounts due and payable on such Securities for principal (and
       premium, if any) and interest, respectively.

                                      -56-
<PAGE>

SECTION 507.   LIMITATION ON SUITS.

               No Holder of any Security shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

               (1)   such Holder has previously given written notice to the
       Trustee of an Event of Default;

               (2)   the Holders of not less than 25% in aggregate principal
       amount of the Outstanding Securities shall have made written request to
       the Trustee to institute proceedings in respect of such Event of Default
       in its own name as Trustee hereunder;

               (3)   such Holder or Holders have offered to the Trustee
       reasonable indemnity against the costs, expenses and liabilities to be
       incurred in compliance with such request; and

               (4)   no direction inconsistent with such written request has
       been given to the Trustee during such 60-day period by the Holders of a
       majority in aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever, by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the
Holders.

SECTION 508.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL  PREMIUM
               AND INTEREST.

               Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 308) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption,
on the Redemption Date or, in the case of an Offer to Purchase made by the
Company and required to be accepted as to such Security, on the Purchase
Date) and to institute suit for the enforcement of any such payment, on or
after such respective dates and such rights shall not be impaired without the
consent of such Holder.

                                      -57-
<PAGE>

SECTION 509.   RESTORATION OF RIGHTS AND REMEDIES.

               If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding had been instituted.

SECTION 510.   RIGHTS AND REMEDIES CUMULATIVE.

               Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 307, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder,
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.

SECTION 511.   DELAY OR OMISSION NOT WAIVER.

               No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein.  Every right and remedy given by
this Article Five or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.

SECTION 512.   CONTROL BY HOLDERS.

               The Holders of a majority in aggregate principal amount of the
Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, PROVIDED that

               (1)   such direction shall not be in conflict with any rule of
       law or with this Indenture,

                                      -58-
<PAGE>

               (2)   the Trustee may take any other action deemed proper by the
       Trustee which is not inconsistent with such direction, and

               (3)   subject to the provisions of Section 601, the Trustee shall
       have the right to decline to follow any such direction if the Trustee,
       being advised by counsel, shall determine that the action or proceeding
       so directed may not lawfully be taken or if the Trustee in good faith
       shall determine that the action or proceedings so directed might involve
       the Trustee in personal liability or if the Trustee in good faith shall
       so determine that the actions or forbearances specified in or pursuant to
       such direction shall be unduly prejudicial to the interest of holders of
       the Securities not joining in the giving of said direction, it being
       understood that the Trustee shall have no duty to ascertain whether or
       not such actions or forbearances are unduly prejudicial to such holders.

SECTION 513.   WAIVER OF PAST DEFAULTS.

               The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities may on behalf of the Holders of all the
Securities waive any past default hereunder and its consequences, except a
default

               (1)   in the payment of the principal of (or premium, if any) or
       interest on any Security (including any Security which is required to
       have been purchased pursuant to an Offer to Purchase which has been made
       by the Company), or

               (2)   in respect of a covenant or provision hereof which under
       Article Nine cannot be modified or amended without the consent of the
       Holder of each Outstanding Security affected.

               Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 514.   UNDERTAKING FOR COSTS.

               In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant
in such suit to file an undertaking to pay the costs of such suit, and may
assess costs against any such party litigant, in the manner and to the extent
provided in the Trust Indenture Act.  This Section 514 does not apply to a
suit by

                                      -59-
<PAGE>

the Trustee, a suit by a Holder pursuant to Section 508 or a suit by the
Holders of more than 10% in aggregate principal amount of the Securities.

SECTION 515.   WAIVER OF STAY OR EXTENSION LAWS.

               The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension
law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.






                                      -60-
<PAGE>

                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.   CERTAIN DUTIES AND RESPONSIBILITIES.

               (a)   The duties and responsibilities of the Trustee shall be
as provided in this Indenture and by the Trust Indenture Act.
Notwithstanding the foregoing, no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.  If a default or an Event
of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent Person would exercise or use
under the circumstances in the conduct of such Person's own affairs.
Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
601.

               (b)   The Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own wilful
misconduct, except that:

                     (1)    this Section 601(b) does not limit the effect of
               Section 603;

                     (2)    the Trustee shall not be liable for any error of
               judgment made in good faith by a Trust Officer unless it is
               proved that the Trustee was negligent in ascertaining the
               pertinent facts; and

                     (3)    the Trustee shall not be liable with respect to any
               action it takes or omits to take in good faith in accordance with
               a direction received by it pursuant to Section 512.

SECTION 602.   NOTICE OF DEFAULTS.

               The Trustee shall give the Holders notice of any default
hereunder within 90 days after the occurrence thereof as and to the extent
provided by the Trust Indenture Act.  For the purpose of this Section 602,
the term "default" means any event which is, or after notice or lapse of time
or both would become, an Event of Default.  Except in the case of a default
or an Event of Default in payment of principal of (and premium, if any, on)
or interest on any Securities, the Trustee may withhold the notice to the
Holders if and

                                      -61-
<PAGE>

so long as a committee of its trust officers in good faith determines that
withholding such notice is in the interests of the Holders.

SECTION 603.   CERTAIN RIGHTS OF TRUSTEE.

               Subject to the provisions of Section 601:

               (a)   except during the continuance of a default or an Event of
       Default the Trustee shall undertake to perform such duties as are
       specifically set forth in this Indenture and no implied covenants or
       obligations shall be read into this Indenture against the Trustee;

               (b)   except during the continuance of a default or an Event of
       Default, in the absence of bad faith in its part, the Trustee may rely
       and shall be protected in acting or refraining from acting upon any
       resolution, certificate, Officers' Certificate, statement, instrument,
       opinion, report, notice, request, direction, consent, order, bond,
       debenture, note, other evidence of indebtedness or other paper or
       document believed by it to be genuine and to have been signed or
       presented by the proper party or parties;

               (c)   any request or direction of the Company mentioned herein
       shall be sufficiently evidenced by a Company Request or Company Order and
       any resolution of the Board of Directors of the Company may be
       sufficiently evidenced by a Board Resolution;

               (d)   whenever in the administration of this Indenture the
       Trustee shall deem it desirable that a matter be proved or established
       prior to taking, suffering or omitting any action hereunder, the Trustee
       (unless other evidence be herein specifically prescribed) may, in the
       absence of bad faith on its part, rely upon an Officers' Certificate;

               (e)   before the Trustee acts or refrains from acting, the
       Trustee may consult with counsel and the written advice of such counsel
       or any Opinion of Counsel shall be full and complete authorization and
       protection in respect of any action taken, suffered or omitted by it
       hereunder in good faith and in reliance thereon;

               (f)   the Trustee shall be under no obligation to exercise any of
       the rights or powers vested in it by this Indenture at the request or
       direction of any of the Holders pursuant to this Indenture, unless such
       Holders shall have offered to the Trustee reasonable security or
       indemnity against the costs, expenses and liabilities which might be
       incurred by it in compliance with such request or direction;

                                      -62-
<PAGE>

               (g)   the Trustee shall not be bound to make any investigation
       into the facts or matters stated in any resolution, certificate,
       statement, instrument, opinion, report, notice, request, direction,
       consent, order, bond, debenture, note, other evidence of indebtedness or
       other paper or document unless requested to do so by the Holders of not
       less than a majority in aggregate principal amount of the Securities then
       Outstanding, but the Trustee, in its discretion, may make such further
       inquiry or investigation into such facts or matters as it may see fit,
       and, if the Trustee shall determine to make such further inquiry or
       investigation, it shall be entitled to examine the books, records and
       premises of the Company, personally or by agent or attorney;

               (h)   the Trustee may execute any of the trusts or powers
       hereunder or perform any duties hereunder either directly or by or
       through agents or attorneys and the Trustee shall not be responsible for
       any misconduct or negligence on the part of any agent or attorney
       appointed with due care by it hereunder;

               (i)   the Trustee shall not be required to give any bond or
       surety in respect of the performance of its powers and duties hereunder;

               (j)   the Trustee shall not be bound to ascertain or inquire as
       to the performance or observance of any covenants, conditions or
       agreements on the part of the Company, except as otherwise provided
       herein, but the Trustee may require of the Company full information and
       advice as to the performance of the covenants, conditions and agreements
       contained herein and shall be entitled in connection herewith to examine
       the books, records and premises of the Company; and

               (k)   except for (i) a default under Section 501(1), (2) or (3)
       hereof, or (ii) any other event of which the Trustee has "actual
       knowledge" and which event, with the giving of notice or the passage of
       time or both, would constitute an Event of Default under this Indenture,
       the Trustee shall not be deemed to have notice of any default or Event of
       Default unless specifically notified in writing of such event by the
       Company or the Holders of not less than 25% in aggregate principal amount
       of the Securities then Outstanding. As used herein, the term "actual
       knowledge" means the actual fact or statement of knowing, without any
       duty to make any investigation with regard thereto.


SECTION 604.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

               The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no

                                      -63-
<PAGE>

representations as to the validity or sufficiency of this Indenture or of the
Securities.  The Trustee shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

SECTION 605.   MAY HOLD SECURITIES.

               The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 608 and 613, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

SECTION 606.   MONEY HELD IN TRUST.

               Money or property held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent required by law.  The
Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.

SECTION 607.   COMPENSATION AND REIMBURSEMENT.

               The Company agrees

               (1)   to pay to the Trustee from time to time, and the Trustee
       shall be entitled to, reasonable compensation for all services rendered
       by it hereunder (which compensation shall not be limited by any provision
       of law in regard to the compensation of a trustee of an express trust);

               (2)   except as otherwise expressly provided herein, to reimburse
       the Trustee upon its request for all reasonable expenses, disbursements
       and advances incurred or made by the Trustee in accordance with any
       provision of this Indenture, including costs of collection (including the
       reasonable compensation and the expenses and disbursements of its agents
       and counsel), except any such expense, disbursement or advance as may be
       attributable to its negligence or willful misconduct; and

               (3)   to indemnify the Trustee for, and to hold it harmless
       against, any loss, liability or expense incurred without negligence or
       willful misconduct on its part, arising out of or in connection with the
       acceptance or administration of this trust, including the costs and
       expenses of defending itself against or investigating

                                      -64-
<PAGE>

       any claim or liability in connection with the exercise or performance
       of any of its powers or duties hereunder.

               The obligations of the Company under this Section 607 shall
survive the satisfaction and discharge of this Indenture.  As security for
the performance of such obligations of the Company, the Trustee shall have a
claim prior to the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the payment of
principal of (and premium, if any) and interest on particular Securities.
When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Article Five hereof, the expenses (including
reasonable fees and expenses of its counsel) and the compensation for the
services in connection therewith are intended to constitute expense of
administration under any applicable bankruptcy law.

SECTION 608.   DISQUALIFICATION; CONFLICTING INTERESTS.

               If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.  Neither the Company nor any Person directly or indirectly
controlling, or controlled by, or under common control with the Company shall
serve as the Trustee.

SECTION 609.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

               There shall at all times be a Trustee hereunder which shall be
a Person that is eligible pursuant to the Trust Indenture Act to act as such
and has (or in the case of a Person included in a bank holding company
system, the related bank holding company shall have) a combined capital and
surplus of at least $50 million and its Corporate Trust Office in New York
City or Minneapolis.  If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 609, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 609, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article Six.

                                      -65-
<PAGE>

SECTION 610.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

               (a)   No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article Six shall become
effective until the acceptance of appointment by the successor Trustee under
Section 611.

               (b)   The Trustee may resign at any time by giving written
notice thereof to the Company.  If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

               (c)   The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company.

               (d)   If at any time:

               (1)   the Trustee shall fail to comply with Section 608 after
       written request therefor by the Company or by any Holder who has been a
       bona fide Holder of a Security for at least six months, or

               (2)   the Trustee shall cease to be eligible under Section 609
       and shall fail to resign after written request therefor by the Company or
       by any such Holder, or

               (3)   the Trustee shall become incapable of acting or shall be
       adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
       property shall be appointed or any public officer shall take charge or
       control of the Trustee or of its property or affairs for the purpose of
       rehabilitation, conservation or liquidation, then, in any such case, (i)
       the Company by a Board Resolution may remove the Trustee, or (ii) subject
       to Section 514, any Holder who has been a bona fide Holder of a Security
       for at least 6 months may, on behalf of himself and all others similarly
       situated, petition any court of competent jurisdiction for the removal of
       the Trustee and the appointment of a successor Trustee.

               (e)   If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the

                                      -66-
<PAGE>

successor Trustee and supersede the successor Trustee appointed by the
Company. If no successor Trustee shall have been so appointed by the Company
or the Holders and accepted appointment in the manner hereinafter provided,
any Holder who has been a bona fide Holder of a Security for at least 6
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor
Trustee.

               (f)   The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to
all Holders in the manner provided in Section 106.  Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust
Office.

SECTION 611.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

               Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or
removal of the retiring trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but,
on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder.  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

               No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article Six.

SECTION 612.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

               Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article Six, without the execution or filing of any paper
or any further act on the part of any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication

                                      -67-
<PAGE>

and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 613.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

               If and when the Trustee shall be or become a creditor,
directly or indirectly, secured or unsecured, of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the
Company (or any such other obligor).

SECTION 614.   APPOINTMENT OF AUTHENTICATING AGENT.

               The Trustee may appoint an Authenticating Agent or Agents
which shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange, registration of
transfer, partial conversion or partial redemption or pursuant to Section
307, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder.  Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having (or in the case of a corporation included in a
bank holding company system, the related bank holding company having) a
combined capital and surplus of not less than $50 million and subject to
supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 614.

               Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such

                                      -68-
<PAGE>

corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.

               An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company.  The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 614, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the Security
Register.  Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 614.

               The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section 614,
and the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 607.

               If an appointment is made pursuant to this Section 614, the
Securities may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of authentication
in the following form:

               This is one of the Securities described in the within-mentioned
Indenture.


                            Norwest Bank Minnesota, National Association,
                               As Trustee



                            By:                                            ,
                                -------------------------------------------
                                   As Authenticating Agent



                            By:                                            ,
                                -------------------------------------------
                                   Authorized Officer



                                      -69-
<PAGE>

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

               The Company will furnish or cause to be furnished to the
Trustee

               (a)   semi-annually, not more than 15 days after each Regular
       Record Date, a list, in such form as the Trustee may reasonably require,
       of the names and addresses of the Holders as of such Regular Record Date,
       and

               (b)   at such other times as the Trustee may request in writing,
       within 30 days after the receipt by the Company of any such request, a
       list of similar form and content as of a date not more than 15 days prior
       to the time such list is furnished;

EXCLUDING from any such list names and addresses received by the Trustee in
its capacity as Security Registrar.

SECTION 702.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

               (a)   The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.

               (b)   The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities and
the corresponding rights and duties of the Trustee, shall be as provided by
the Trust Indenture Act.

               (c)   Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by
reason of any disclosure of information as to the names and addresses of
Holders made pursuant to the Trust Indenture Act.

                                      -70-
<PAGE>

SECTION 703.   REPORTS BY TRUSTEE.

               (a)   The Trustee shall transmit to the Holders such reports
required pursuant to the Trust Indenture Act as promptly as practicable after
each [__________] and beginning on [__________], or at such other time as may
be provided in the Trust Indenture Act, in the manner provided in the Trust
Indenture Act.

               (b)   A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange
upon which the Securities are listed, with the Commission and with the
Company.  The Company will notify the Trustee when the Securities are listed
on any stock exchange.

SECTION 704.   REPORTS BY COMPANY.

               The Company shall file with the Commission, and provide to the
Trustee and the Holders, annual reports and such other information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to
the Trust Indenture Act; PROVIDED that whether or not the Company is subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Company shall deliver to the Trustee and to each Holder, within 15 days after
it is or would have been required to file with the Commission, annual and
quarterly financial statements equivalent to financial statements that would
have been included in reports filed with the Commission if the Company were
subject to the requirements of Section 13 or 15(d) of the Exchange Act,
including, with respect to annual information only, a report thereon by the
Company's certified independent public accountants as such would be required
in such reports to the Commission, and in each case, together with a
management's discussion and analysis of financial condition and results of
operations which would be so required.


                                      -71-
<PAGE>

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

               The Company (a) shall not consolidate with or merge into any
other Person; (b) shall not permit any other Person to consolidate with or
merge into the Company; and (c) shall not, directly or indirectly, transfer,
convey, sell, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person; UNLESS, in any such transaction:

               (1)   immediately after giving effect to such transaction and
       treating any Indebtedness Incurred by the Company or a Restricted
       Subsidiary of the Company as a result of such transaction as having been
       Incurred by the Company or such Restricted Subsidiary at the time of such
       transaction, no Event of Default, and no event which, after notice or
       lapse of time, or both, would become an Event of Default, shall have
       occurred and be continuing;

               (2)   (x) the Company is the surviving entity or (y) in the case
       the Company shall consolidate with or merge into another Person or shall
       directly or indirectly transfer, convey, sell, lease or otherwise dispose
       of all or substantially all of its properties and assets as an entirety,
       the Person formed by such consolidation or into which the Company is
       merged or the Person which acquires by transfer, conveyance, sale, lease
       or other disposition all or substantially all of the properties and
       assets of the Company as an entirety (for purposes of this Article Eight,
       a "Successor Company") shall be a corporation, shall be organized and
       validly existing under the laws of the United States of America, any
       State thereof or the District of Columbia and shall expressly assume by
       an indenture supplemental hereto executed and delivered to the Trustee,
       in form satisfactory to the Trustee, the due and punctual payment of the
       principal of (and premium, if any) and interest on all the Securities and
       the performance of every covenant of this Indenture on the part of the
       Company to be performed or observed;

               (3)   immediately after giving effect to such transaction, the
       Consolidated Net Worth of the Company or, if applicable, the Successor
       Company is not less than 100% of the Consolidated Net Worth of the
       Company immediately prior to such transaction;

               (4)   immediately after giving effect to such transaction, and
       treating any Indebtedness Incurred by the Company or any Restricted
       Subsidiary as a result of such transaction as having been Incurred at the
       time of such transaction, the

                                      -72-
<PAGE>

       Company or the Successor Company would be permitted to Incur at least
       $1.00 of additional Indebtedness pursuant to the first paragraph under
       Section 1008; and

               (5)   the Company has delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that such
       consolidation, merger, conveyance, transfer, lease or disposition and, if
       a supplemental indenture is required in connection with such transaction,
       such supplemental indenture, complies with this Article Eight and that
       all conditions precedent herein provided for relating to such transaction
       have been complied with, and, with respect to such Officers' Certificate,
       setting forth the manner of determination of the Consolidated Net Worth
       and the ability to Incur Indebtedness in accordance with clause (4) of
       Section 801, the Company or, if applicable, of the Successor Company as
       required pursuant to the foregoing.

               However, clause (4) above will not apply if, in the good faith
determination of the Company's Board of Directors, whose determination shall
be evidenced by a Board Resolution, the principal purpose of the transaction
is to change the Company's state of incorporation and the transaction shall
not have as one of its purposes the evasion of the foregoing limitations.

SECTION 802.   SUCCESSOR SUBSTITUTED.

               Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any transfer, conveyance, sale, lease or
other disposition of all or substantially all of the properties and assets of
the Company as an entirety in accordance with Section 801, the successor
Company shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                      -73-
<PAGE>

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

SECTION 901.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

               Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

               (1)   to evidence the succession of another Person to the Company
       and the assumption by any such successor of the covenants of the Company
       herein and in the Securities; or

               (2)   to add to the covenants of the Company for the benefit of
       the Holders, or to surrender any right or power herein conferred upon the
       Company; or

               (3)   to secure the Securities pursuant to the requirements of
       Section 1013 or otherwise; or

               (4)   to comply with any requirements of the Commission in order
       to effect and maintain the qualification of this Indenture under the
       Trust Indenture Act; or

               (5)   to cure any ambiguity, to correct or supplement any
       provision herein which may be inconsistent with any other provision
       herein, or to make any other provisions with respect to matters or
       questions arising under this Indenture which shall not be inconsistent
       with the provisions of this Indenture, PROVIDED such action pursuant to
       this Clause (5) shall not adversely affect the interests of the Holders
       in any material respect.

SECTION 902.   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

               With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
PROVIDED, HOWEVER, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

                                      -74-
<PAGE>

               (1)   change the Stated Maturity of the principal of, or any
       installment of interest on, any Security, or reduce the principal amount
       thereof or the rate of interest thereon or any premium payable thereon,
       or change the place of payment where, or the coin or currency in which,
       the principal of, or any premium or the interest on any Security is
       payable, or impair the right to institute suit for the enforcement of any
       such payment on or with respect to any Security (or, in the case of
       redemption, on or after the Redemption Date or, in the case of an Offer
       to Purchase which has been made, on or after the applicable Purchase
       Date), or

               (2)   reduce the percentage in aggregate principal amount of the
       Outstanding Securities, the consent of whose Holders is required to amend
       this Indenture or for any such supplemental indenture, or the consent of
       whose Holders is required for any waiver (of compliance with certain
       provisions of this Indenture or certain defaults hereunder and their
       consequences) provided for in this Indenture, or

               (3)   modify any of the provisions of this Section 902, Section
       513 or Section 1019, except to increase any percentage specified in any
       such provision or to provide that certain other provisions of this
       Indenture cannot be modified or waived without the consent of the Holder
       of each Outstanding Security affected thereby, or

               (4)   modify any of the provisions of this Indenture relating to
       the subordination of the Securities in a manner adverse to the Holders,
       or

               (5)   following the mailing of an Offer with respect to an Offer
       to Purchase pursuant to Section 1015 or 1017, modify the provisions of
       this Indenture with respect to such Offer to Purchase in a manner adverse
       to such Holder, or

               (6)   modify any of the provisions of Section 1010.

               Notice shall be given to all Holders and the Trustee at least
10 Business Days prior to the adoption of any proposed amendment pursuant to
this Section 902.  It shall not be necessary for any Act of Holders under
this Section 902 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

SECTION 903.   EXECUTION OF SUPPLEMENTAL INDENTURES.

               In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article Nine or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to

                                      -75-
<PAGE>

Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized
pursuant to, is permitted by, and that all conditions precedent have been met
under, this Indenture.  The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

SECTION 904.   EFFECT OF SUPPLEMENTAL INDENTURES.

               Upon the execution of any supplemental indenture under this
Article Nine, this Indenture shall be modified in accordance therewith, and
such supplemental indenture shall form a part of this Indenture for all
purposes and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.  No such
supplemental indenture shall directly or indirectly modify the provisions of
Article Twelve in any manner which might terminate or impair the rights of
the Senior Indebtedness pursuant to such subordination provisions.

SECTION 905.   CONFORMITY WITH TRUST INDENTURE ACT.

               Every supplemental indenture executed pursuant to this Article
Nine shall conform to the requirements of the Trust Indenture Act.

SECTION 906.   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

               Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article Nine may bear a notation
in form approved by the Trustee as to any matter provided for in such
supplemental indenture.  If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.

SECTION 907.   NOTICE OF SUPPLEMENTAL INDENTURE.

               Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to Section 902, the Company shall
transmit to the Holders a notice setting forth the substance of such
supplemental indenture.

                                      -76-
<PAGE>

                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

               The Company will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms
of the Securities and this Indenture.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

               The Company will maintain in the Borough of Manhattan, New
York City, an office or agency where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served.  The Company
will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of
the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

               The Company may also from time to time designate one or more
other offices or agencies (in or outside the Borough of Manhattan, New York
City) where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in the Borough
of Manhattan, New York City, for such purposes.  The Company will give prompt
written notice to the Trustee of any such designation or rescission and of
any change in the location of any such other office or agency.

SECTION 1003.  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

               If the Company shall at any time act as its own Paying Agent,
it will (subject to the right to pay interest in Additional Securities
pursuant to Section 301), on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

                                      -77-
<PAGE>

               Whenever the Company shall have one or more Paying Agents,
other than the Company, it will (subject to the right to pay interest in
Additional Securities pursuant to Section 301), prior to each due date of the
principal of (and premium, if any) or interest on any Securities, deposit to
such Paying Agent a sum sufficient to pay the principal (and premium, if any)
or interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of
its action or failure so to act.

               The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section 1003, that such Paying Agent will:

               (1)   hold all sums held by it for the payment of the principal
       of (and premium, if any) or interest on Securities in trust for the
       benefit of the Persons entitled thereto until such sums shall be paid to
       such Persons or otherwise disposed of as herein provided;

               (2)   give the Trustee notice of any default by the Company (or
       any other obligor upon the Securities) in the making of any payment of
       principal (and premium, if any) or interest; and

               (3)   at any time during the continuance of any such default,
       upon the written request of the Trustee, forthwith pay to the Trustee all
       sums so held in trust by such Paying Agent.

               The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by
the Company or such Paying Agent; and, upon such payment by any Paying Agent
to the Trustee, such Paying Agent shall be released from all further
liability with respect to such sums.

               Any money or property deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of (and premium, if any) or interest on any Security and remaining unclaimed
for two years after such principal (and premium, if any) or interest has
become due and payable shall be paid to the

                                      -78-
<PAGE>

Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense
of the Company cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general
circulation in New York City, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

SECTION 1004.  EXISTENCE.

               Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; PROVIDED, HOWEVER,
that the Company shall not be required to preserve any such right or
franchise if the Board of Directors of the Company in good faith shall
determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.

SECTION 1005.  MAINTENANCE OF PROPERTIES.

               The Company will cause all properties used or useful in the
conduct of its business or the business of any Restricted Subsidiary of the
Company to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in
this Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, as
determined by the Board of Directors of the Company in good faith, desirable
in the conduct of its business or the business of any such Restricted
Subsidiary and not disadvantageous in any material respect to the Holders.

                                      -79-
<PAGE>

SECTION 1006.  PAYMENT OF TAXES AND OTHER CLAIMS.

               The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (l) all taxes,
assessments and governmental charges levied or imposed upon the Company or
any of its Restricted Subsidiaries or upon the income, profits or property of
the Company or any of its Restricted Subsidiaries, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any of its Restricted Subsidiaries;
PROVIDED, HOWEVER, that the Company shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.

SECTION 1007.  MAINTENANCE OF INSURANCE.

               The Company shall, and shall cause its Restricted Subsidiaries
to, keep at all times all of their properties which are of an insurable
nature insured against loss or damage with insurers believed by the Company
to be responsible to the extent that property of similar character is usually
so insured by corporations similarly situated and owning like properties in
accordance with good business practice.

SECTION 1008.  LIMITATION ON CONSOLIDATED INDEBTEDNESS.

               The Company shall not, and shall not permit its Restricted
Subsidiaries to, Incur any Indebtedness, except that the Company may Incur
Indebtedness if  (x) there exists no Event of Default or  an event which with
notice or lapse of time or both would become an Event of Default immediately
prior and subsequent thereto, and (y) after giving effect thereto, the
Company's Annualized Operating Cash Flow Ratio on a pro forma basis
(calculated on the assumption that such Indebtedness had been incurred on the
first day of the applicable Reference Period), would have been less than:

<TABLE>
<CAPTION>
                      FOR THE PERIOD                   RATIO
                      --------------                   -----
<S>                                                 <C>
                Prior to July 1, 2001 . . . . .     9.0 to 1.0;

                Thereafter  . . . . . . . . . .     8.0 to 1.0.
</TABLE>

               Notwithstanding the foregoing paragraph, the Company and/or
any Restricted Subsidiary of the Company may Incur the following Indebtedness
without regard to the foregoing limitations (PROVIDED that, if there exists
an Event of Default

                                      -80-
<PAGE>

pursuant to clauses (1), (2), (3), (8) or (9) of Section 501 or an event
which with notice or lapse of time or both would become an Event of Default
pursuant to clauses (1), (2), (3), (8) or (9) of Section 501 immediately
prior and subsequent thereto, the Company and/or any Restricted Subsidiary of
the Company, may without regard to the foregoing limitations, only Incur the
Indebtedness described in the following clauses (iii), (iv) and (xii)):

               (i)    Indebtedness evidenced by the Securities on the Exchange
       Date and  Securities issued after the Exchange Date in lieu of cash
       interest as described in Section 301;

               (ii)   Indebtedness Incurred under the New Credit Facility
       provided that the amount of Indebtedness Incurred under the New Credit
       Facility and any other credit facilities similar in type to the New
       Credit Facility does not exceed in an aggregate principal amount $1.375
       billion at any time outstanding, reduced by repayments and permanent
       reductions thereof due to application of (1) Net Cash Proceeds (as
       defined in the indenture governing the Senior Subordinated Notes) as set
       forth in the "--Limitation on Asset Sales and Sales of Subsidiary Stock"
       covenant set forth in the Senior Notes Indenture; or (2) Net Cash
       Proceeds (as defined in the Senior Exchange Indenture) as set forth in
       the "--Limitation on Asset Sales and Sales of Subsidiary Stock" covenant
       set forth in the Senior Exchange Indenture;

               (iii)  Indebtedness of the Company or any Restricted Subsidiary
       of the Company owing to the Company or any Restricted Subsidiary of the
       Company ("Intercompany Indebtedness"); PROVIDED that (A) in the case of
       any such Indebtedness of the Company, such obligations shall be unsecured
       and subordinated in all respects to the Holders' rights pursuant to the
       Securities to the same extent as the Securities are subordinated to
       Senior Indebtedness  and (B) if any event occurs that causes a Restricted
       Subsidiary to no longer be a Restricted Subsidiary,  then this Clause
       (iii) shall no longer be applicable to such Indebtedness of that
       Restricted Subsidiary;

               (iv)   Indebtedness of the Company or any Restricted Subsidiary
       of the Company to renew, extend, refinance or refund any Indebtedness of
       the Company or such Restricted Subsidiary outstanding or committed on the
       date of renewal, extension, refinancing or refunding other than
       Indebtedness Incurred pursuant to clause (ii) or (iii); PROVIDED,
       HOWEVER, that such Indebtedness does not exceed the principal amount of
       outstanding or committed Indebtedness so renewed, extended, refinanced or
       refunded plus premiums, accrued dividends, accrued interest, financing
       fees and other expenses associated therewith; and PROVIDED FURTHER,

                                      -81-
<PAGE>

       HOWEVER, that (a) such renewing, extending, refinancing or refunding
       Indebtedness shall not have a final maturity and shall not have any other
       mandatory repayments or redemptions prior to or in amounts greater than
       those of the Indebtedness being renewed, extended, refinanced or
       refunded, (b) in the case of any refinancing or refunding of Indebtedness
       that ranks PARI PASSU in right of payment to the Securities, the
       refinancing or refunding Indebtedness ranks PARI PASSU or is subordinated
       in right of payment to the Securities, and, in the case of any
       refinancing or refunding of Indebtedness subordinated to the Securities,
       the refinancing or refunding Indebtedness ranks subordinate in right of
       payment to the Securities to substantially the same extent as the
       Indebtedness refinanced or refunded and (c) no Restricted Subsidiary of
       the Company shall be permitted to refinance any Indebtedness of the
       Company this clause (iv) except that any Restricted Subsidiary may
       guarantee Indebtedness incurred under this clause (iv) if such restricted
       subsidiary had guaranteed the Indebtedness refinanced under this clause
       (iv);

               (v)    Indebtedness Incurred by the Company or any Restricted
       Subsidiary of the Company under Interest Hedge Agreements to hedge
       interest on permitted Indebtedness, PROVIDED that the notional principal
       amount of any such Interest Hedge Agreements does not exceed the
       principal amount of Indebtedness to which such Interest Hedge Agreements
       relate;

               (vi)   (1) Indebtedness of any of the Company's Restricted
       Subsidiaries (excluding Indebtedness of Wireless Alliance, if it becomes
       a Restricted Subsidiary, incurred pursuant to clause (vi)(2) below),
       which does not exceed $75 million in the aggregate for all such
       Restricted Subsidiaries at any time outstanding (excluding any
       Intercompany Indebtedness or Acquired Indebtedness permitted to be
       Incurred under this Indenture), PROVIDED that after giving effect thereto
       on a pro forma basis the Company's Annualized Operating Cash Flow Ratio
       is less than, prior to July 1, 2001, 9.0 to 1.0 and thereafter, 8.0 to
       1.0 and the Adjusted Annualized Operating Cash Flow Ratio of such
       Restricted Subsidiary is less than 5.0 to 1.0; and

                      (2) if it becomes the Company's Restricted Subsidiary,
       Indebtedness of Wireless Alliance (excluding any Intercompany
       Indebtedness or Acquired Indebtedness permitted to be Incurred under this
       Indenture) which does not exceed $75.0 million in the aggregate at any
       time outstanding, PROVIDED that after giving effect thereto on a pro
       forma basis the Company's Annualized Operating Cash Flow Ratio is less
       than, prior to July 1, 2001, 9.0 to 1.0, and, thereafter 8.0 to 1.0, and
       the Adjusted Annualized Operating Cash Flow Ratio of such Restricted
       Subsidiary is less than 5.0 to 1.0;

                                      -82-
<PAGE>

               (vii)  any guarantee by any Restricted Subsidiary of any
       Indebtedness Incurred under the Credit Facility in compliance with this
       Section 1008;

               (viii) Acquired Indebtedness, PROVIDED that on a pro forma
       basis after giving effect to the Incurrence of such Indebtedness, the
       Company shall be able to Incur $1.00 of additional Indebtedness pursuant
       to the provisions described under the first paragraph of this Section
       1008;

               (ix)   Indebtedness in respect of performance, surety or appeal
       bonds provided in the ordinary course of business and (1) Indebtedness
       constituting reimbursement obligations with respect to letters of credit
       issued in ordinary course of business in respect of workers' compensation
       claims and (2) self-insurance of other Indebtedness issued in the
       ordinary course of business with respect to reimbursement type
       obligations regarding workers' compensation claims;

               (x)    Indebtedness arising from agreements providing for
       indemnification, adjustment of purchase price or similar obligations, or
       from guarantees or letters of credit, surety bonds or performance bonds
       securing any of the Company's or any Restricted Subsidiary's obligations
       pursuant to such agreements, in any case Incurred in connection with the
       disposition of any of the Company's or any Restricted Subsidiary's
       business, assets or (other than guarantees of Indebtedness Incurred by
       any Person acquiring all or any portion of such business, assets or
       Restricted Subsidiary for the purpose of financing such acquisition), in
       an amount not to exceed the gross proceeds actually received by the
       Company or any Restricted Subsidiary in connection with such disposition;

               (xi)   Indebtedness (including Capital Lease Obligations)
       Incurred to finance the cost (including the cost of design, development,
       construction, installation or integration) of telecommunications network
       assets, equipment or inventory acquired by the Company or any of our
       Restricted Subsidiaries, which, in the aggregate does not exceed $15.0
       million at any time outstanding or committed; and

               (xii)  the Company's or any Restricted Subsidiary's Indebtedness
       which does not exceed $75.0 million at any time outstanding.

               For purposes of determining any particular amount of
Indebtedness under this Section, (i) guarantees, Liens or obligations with
respect to letters of credit or other similar instruments supporting
Indebtedness otherwise included in the determination of such particular
amount shall not be included, and (ii) any Liens securing the Securities

                                      -83-
<PAGE>

granted pursuant to the equal and ratable provisions referred to under
Section 1013 shall not be treated as giving rise to Indebtedness.

               For purposes of determining compliance with this Section, in
the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described in the above clauses (other than
Indebtedness referred to in clause (ii) above), the Company, in its sole
discretion, shall classify, and from time to time may reclassify (including
under the first paragraph of this Section 1008), such item of Indebtedness
and only be required to include the amount and type of such Indebtedness in
one of such clauses (or paragraph).

               The accrual of interest or dividends or the accretion of
accreted value will not be deemed an incurrence of Indebtedness for the
purposes of this Section.

SECTION 1009.  LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.

               The Company shall not permit any Restricted Subsidiary of the
Company to create or issue any Preferred Stock except:

               (i)   Preferred Stock outstanding on the Exchange Date;

               (ii)  Preferred Stock issued to and held by the Company or any
       Restricted Subsidiary (PROVIDED that, if such Restricted Subsidiary is
       not a Wholly Owned Restricted Subsidiary, the portion of the liquidation
       value of such Preferred Stock equal to the product of (1) the percentage
       of the common equity interest of such Restricted Subsidiary that is not
       owned, directly or indirectly, by the Company and (2) the aggregate
       liquidation value of such Preferred Stock must be permitted to be issued
       pursuant to clause (v) below);

               (iii) Preferred Stock issued by a Person prior to the time such
       Person became a direct or indirect Restricted Subsidiary of the Company;

               (iv)  Preferred Stock issued by a Restricted Subsidiary the
       proceeds of which are used to refinance outstanding Preferred Stock of a
       Restricted Subsidiary, PROVIDED that (a) the liquidation value of the
       refinancing Preferred Stock does not exceed the liquidation value so
       refinanced plus financing fees and other expenses associated with such
       refinancing and (b) such refinancing Preferred Stock has no mandatory
       redemptions prior to (and in no greater amounts than) the Preferred Stock
       being refinanced; and

                                      -84-
<PAGE>

               (v)   Preferred Stock issued by a Restricted Subsidiary to the
       extent such a Preferred Stock, together with all other Indebtedness of
       each Restricted Subsidiary could be incurred pursuant to clause (vi) or
       (xii) of Section 1008 above.


SECTION 1010.  LIMITATION ON CERTAIN INDEBTEDNESS.

               The Company shall not Incur any Indebtedness that is
subordinate in right of payment to any other Indebtedness of the Company
unless the Indebtedness so Incurred is either PARI PASSU or subordinate in
right of payment to the Securities.  For the avoidance of doubt, the
foregoing limitations will not apply to distinctions between categories of
the Company's Senior Indebtedness that exist by reason of Liens or guarantees
arising or created in respect of some but not all of such Senior Indebtedness.

SECTION 1011.  LIMITATION ON RESTRICTED PAYMENTS.

               The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, make any Restricted Payments, unless after
giving effect thereto:

               (1)   no Event of Default or event that with notice or lapse of
       time or both would become an Event of Default shall have occurred and is
       continuing;

               (2)   the Company would be permitted to Incur an additional $1.00
       of Indebtedness pursuant to the first paragraph of Section 1008; and

               (3)   the aggregate of all Restricted Payments made on or after
       July 1, 1998 does not exceed the sum of

                     (A)    Cumulative Operating Cash Flow less 1.75 times
               Cumulative Interest Expense;

                     (B)    100% of the aggregate Qualified Capital Stock
               Proceeds of the Company after July 1, 1998; and

                     (C)    an amount equal to the sum of (1) the net reduction
               in Investments (other than reductions in Permitted Investments)
               in any Person resulting from payments of interest on
               Indebtedness, dividends, repayments of loans or advances, or
               other transfers of assets, in each case to the Company or any
               Restricted Subsidiary or from the Net Cash Proceeds from the sale
               of any such Investments (except, in each case, to the extent any

                                      -85-
<PAGE>

               such proceeds or other amounts are included in the calculation of
               Consolidated Net Income) and (2) the portion (proportionate to
               the Company's direct or indirect equity interest in such
               Subsidiary) or the Fair Market Value of the net assets of an
               Unrestricted Subsidiary at the time such Unrestricted Subsidiary
               is designated a Restricted Subsidiary; PROVIDED, HOWEVER, that
               the foregoing sum shall not exceed, in the case of any Person
               (including any Unrestricted Subsidiary), the amount of
               Investments previously made (and treated as a Restricted Payment)
               by the Company or any Restricted Subsidiary in such Person.

               The foregoing provision shall not be violated, so long as no
Event of Default or event which with notice or lapse of time or both would
become an Event of Default has occurred and is continuing (other than in the
case of clause (ii)), by reason of

               (i)   the payment of any dividend within 60 days after
       declaration thereof if at the declaration date such payment would have
       complied with the foregoing provision;

               (ii)  any refinancing of any Indebtedness otherwise permitted
       under clause (ii) or (iv) of Section 1008;

               (iii) the purchase, redemption or other acquisition or retirement
       for value of shares of Capital Stock of any Restricted Subsidiary held by
       Persons other than the Company or any of its Restricted Subsidiaries;

               (iv)  the redemption, defeasance, repurchase or other acquisition
       or retirement of any Capital Stock of the Company or any Subordinated
       Indebtedness prior to its scheduled maturity either in exchange for or
       out of the net cash proceeds of the substantially concurrent sale (other
       than to a Subsidiary of the Company) of Qualified Capital Stock of the
       Company;

               (v)   the purchase, redemption, acquisition, cancellation or
       other retirement for value of shares of the Company's Junior Stock to the
       extent necessary in the good faith judgment of the Company's Board of
       Directors (evidenced by the vote of a majority of the disinterested
       members) to prevent the loss or secure the renewal or reinstatement of
       any license or franchise held by the Company or any Restricted Subsidiary
       from any governmental agency that is deemed material to the Company or
       any Restricted Subsidiary, as the case may be, by the Company's Board of
       Directors;

                                      -86-
<PAGE>

               (vi)  the purchase, redemption, retirement or other acquisition
       for value of shares of the Company's Junior Stock, or options, warrants
       or other rights to purchase such shares, held by the Company's directors,
       employees or former directors or employees or of any of the Company's
       Restricted Subsidiaries, or their estates or beneficiaries under their
       estates, upon death, disability, retirement, termination of employment or
       pursuant to the terms of any agreement under which such shares of Junior
       Securities or options, warrants or other rights were issued, but only if
       the aggregate consideration paid for such purchase, redemption,
       acquisitions, cancellation or other retirement of such shares of Junior
       Stock or options, warrants or other rights after the Issue Date does not
       exceed (1) $2.0 million in any calendar year (PROVIDED that unused
       amounts may be carried over to succeeding 12 month periods, subject to a
       maximum aggregate carryover of $2.0 million), (2) plus the aggregate net
       cash proceeds received by us during that calendar year from any
       reissuance of the Company's Qualified Capital Stock to its directors and
       employees and its Restricted Subsidiaries' directors and employees
       (PROVIDED that the amount of any such net cash proceeds that are used to
       permit a purchase, redemption, retirement or other acquisition for value
       pursuant to this clause (vi) shall be excluded from clause (ii) of the
       preceding paragraph); and

               (vii) Restricted Payments, in addition to Restricted Payments
       permitted pursuant to clauses (i) through (vi) above, not in excess of
       $25.0 million in the aggregate after the Issue Date.  The payments
       described in clauses (i), (iv) (provided the proceeds of the sale of the
       Qualified Capital Stock referred to in such Clause constitute Qualified
       Capital Stock Proceeds), (v), (vi) and (vii) of this paragraph shall
       constitute Restricted Payments for the calculation under the first
       paragraph of this Section 1011.


SECTION 1012.  LIMITATIONS CONCERNING DISTRIBUTIONS AND TRANSFERS BY RESTRICTED
               SUBSIDIARIES.

               The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, create or otherwise cause or suffer to exist or
become effective any consensual restriction or prohibition on the ability of
any Restricted Subsidiary of the Company to (i) pay, directly or indirectly,
dividends on, or make any other distributions in respect of, its Capital
Stock, or any other ownership interest or participation in, or measured by,
its profits, to the Company or any Restricted subsidiary of the Company or
pay any Indebtedness or other obligation owed to the Company or any
Restricted Subsidiary of the Company; (ii) make loans or advances to the
Company or any Restricted Subsidiary of the Company; or (iii) transfer any of
its property or assets to the Company or any Restricted Subsidiary of the
Company.

                                      -87-
<PAGE>

               Notwithstanding the foregoing, the Company may, and may permit
any Restricted Subsidiary to, suffer to exist any such restriction or
prohibition: (a) pursuant to this Indenture, the Credit Facility, the
certificate of designation governing the Senior Preferred Stock or the
indenture governing the Senior Exchange Debentures contemplated thereunder or
any other agreement in effect on the Exchange Date; (b) pursuant to an
agreement relating to any Indebtedness of such Restricted Subsidiary which
was outstanding or committed prior to the date on which such Restricted
Subsidiary became a Restricted Subsidiary of the Company other than in
anticipation of becoming a Restricted Subsidiary, PROVIDED that such
restriction or prohibition shall not apply to any property or assets of the
Company or any Restricted Subsidiary other than the property or assets of
such Restricted Subsidiary and its Subsidiaries; (c) pursuant to an agreement
effecting a renewal, extension, refinancing or refunding of any agreement
described in clauses (a) and (b) above, PROVIDED, HOWEVER, that the
provisions contained in such renewal, extension, refinancing or refunding
agreement relating to such restriction or prohibition are no more restrictive
in any material respect than the provisions contained in the agreement which
is the subject thereof; (d) existing under or by reason of applicable law,
(e) customary provisions restricting subletting or assignment of any lease
governing any leasehold interest of any Restricted Subsidiary; (f) purchase
money obligations for property acquired in the ordinary course of business
that impose restrictions of the type referred to in Clause (iii) of this
Section 1012; (g) restrictions of the type referred to in Clause (iii) of
this Section 1012 contained in  security agreements securing Indebtedness of
a Restricted Subsidiary of the Company to the extent that such Liens were
otherwise Incurred in accordance with Section 1013 and restrict the transfer
of property subject to such agreements; (h) customary provisions in joint
venture agreements and other similar agreements entered into in the ordinary
course of business, or (i) pursuant to contracts with respect solely to a
Restricted Subsidiary which have been entered into for the sale or
disposition of Capital Stock or assets of such Restricted Subsidiary
(PROVIDED that (1) such restriction or prohibition applies solely to the
Capital Stock or assets of such Restricted Subsidiary which are being sold,
(2) immediately after giving effect to the transactions contemplated by such
contract, no Event of Default or circumstance which with notice or lapse of
time or both would become a Event of Default would exist and (3) such
restriction or prohibition is terminated on the earlier of the date the
transactions contemplated by such contract are consummated or the first
anniversary of the date of such contract).

SECTION 1013.  LIMITATIONS ON LIENS.

               The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, Incur or suffer to exist any Lien on or with
respect to any property or assets now owned or hereafter acquired to secure
any Indebtedness that ranks in right of payment PARI PASSU with or
subordinate to the Securities without making, or causing such

                                      -88-
<PAGE>

Restricted Subsidiary to make, effective provision for securing the
Securities (i) equally and ratably with such Indebtedness as to such property
for so long as such Indebtedness will be so secured or (ii) in the event such
Indebtedness is Indebtedness of the Company or a Restricted Subsidiary which
is subordinate in right of payment to the Securities prior to such
Indebtedness as to such property for so long as such Indebtedness will be so
secured.

               The foregoing restrictions shall not apply to:

               (a)   Liens existing in respect of any Indebtedness that exist
on the Exchange Date;

               (b)   Liens in favor of the Company or Liens in favor of a
Wholly Owned Restricted Subsidiary of the Company on the assets or Capital
Stock of another Wholly Owned Restricted Subsidiary of the Company;

               (c)   Liens to secure Indebtedness outstanding or committed
for the purpose of financing all or any part of the purchase price or the
cost of construction or improvement of the equipment or other property
subject to such Liens; PROVIDED, HOWEVER, that (I) the principal amount of
any Indebtedness secured by such a Lien does not exceed 100% of such purchase
price or cost, (II) such Lien does not extend to or cover any property other
than such item of property or any improvements on such item and (III) the
Incurrence of such Indebtedness is otherwise permitted by this Indenture;

               (d)   Liens on property existing immediately prior to the time
of acquisition thereof (and not Incurred in anticipation of the financing of
such acquisition);

               (e)   Liens to secure Indebtedness to extend, renew, refinance
or refund (or successive extensions, renewals, refinancings or refundings),
in whole or in part, Indebtedness secured by any Lien referred to in the
foregoing clauses (a), (c) and (d) so long as such Lien does not extend to
any other property and the principal amount of Indebtedness so secured is not
increased except as otherwise permitted under clause (ii) or (iv) of Section
1008;

               (f)   Liens on any Permitted Investment in Cooperative Bank
Equity in favor of any Cooperative Banks;

               (g)   Liens securing letters of credit entered into in the
ordinary course of business and consistent with past business practice; or

               (h)   any other Liens in respect of any Indebtedness, which
Indebtedness does not exceed $1 million in the aggregate.

                                      -89-
<PAGE>

SECTION 1014.  LIMITATION ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS.

               The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, enter into any transaction or series of related
transactions involving aggregate consideration (a) up to $1 million,
including, without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service, with or to any Affiliate or Related
Person of the Company (other than a Restricted Subsidiary), unless management
of the Company determines in good faith that (i) such transaction is in the
best interests of the Company or such Restricted Subsidiary and (ii) such
transaction is on terms that are no less favorable to the Company or such
Restricted Subsidiary than those which might be obtained in arm's-length
transactions with a third party at the time; (b) in excess of $1 million but
not exceeding $5.0 million, unless the Company's management makes the
determinations (which determinations will be evidenced by an Officers'
Certificate) set forth in clause (a) of this paragraph; and (c) in excess of
$5 million unless a majority of the disinterested members of the Company's
Board of Directors makes the determinations (which determinations will be
evidenced by a Board Resolution) set forth in clause (a) of this paragraph.

               Notwithstanding the foregoing, the following payments shall
not be subject to the provisions described in the first paragraph of this
Section: (i) payment of customary fees and indemnity payments to the
Company's directors who are not employees and the payment of compensation and
indemnity payments to the Company's officers, in each case, in the ordinary
course of business; and (ii) Restricted Payments made in compliance with the
provisions of the Certificate of Designation described under Section 1011.

SECTION 1015.  LIMITATION ON ASSET SALES AND SALES OF SUBSIDIARY STOCK.

                     The Company shall not, and shall not permit any
Restricted Subsidiary of the Company to, in one transaction or a series of
related transactions, convey, sell, transfer, assign or otherwise dispose of,
directly or indirectly, any of its property, business or assets, including
any sale or other transfer or issuance of any Capital Stock of any Restricted
Subsidiary of the Company, whether owned on the Exchange Date or thereafter
acquired (an "Asset Sale") unless (a) such Asset Sale is for Fair Market
Value, (b) at least 80% of the value of the consideration for such Asset Sale
consists of (i) cash, (ii) the assumption by the transferee (and release of
the Company or Subsidiary, as the case may be) of Senior Indebtedness or
Indebtedness of the Company that ranks PARI PASSU in right of payment to the
Securities or Indebtedness of such Restricted Subsidiary, or (iii) notes,
obligations or other marketable securities (collectively "Marketable
Securities") that are immediately converted into cash and (c) the Net Cash
Proceeds

                                      -90-
<PAGE>

therefrom are applied on or prior to the date that is 360 days after the date
of such Asset Sale (i) to the repayment of Indebtedness under the Credit
Facility (which payment permanently reduces the commitment thereunder) and,
to the extent required pursuant to the terms of such Indebtedness, to the
repayment or repurchase of any Senior Indebtedness or any Indebtedness that
ranks in right of payment PARI PASSU with the Securities (provided that we
offer to repurchase any outstanding Securities (in accordance with the terms
and procedures of an Asset Sale Offer) on a pro rata basis with such PARI
PASSU Indebtedness, based on the aggregate principal amount of the
Securities, plus accrued and unpaid interest, and the aggregate principal
amounts of such Indebtedness); or (ii) to the repurchase of the Securities
pursuant to an Offer to Purchase (an "Asset Sale Offer") described below or
(iii) to an investment in a Wireless Communications Business (or, in the
event such Asset Sale constitutes a transfer of assets related to a
Telecommunications Business that is not a Wireless Communications Business,
in a Telecommunications Business).

               Notwithstanding the foregoing paragraph:

               (i)   any Restricted Subsidiary of the Company may convey, sell,
       lease, transfer or otherwise dispose of any or all of its assets (upon
       voluntary liquidation or otherwise) to the Company or a Wholly Owned
       Restricted Subsidiary of the Company;

               (ii)  the Company and its Restricted Subsidiaries may (A) convey,
       sell, lease, transfer, assign or otherwise dispose of assets in the
       ordinary course of business, PROVIDED that the consideration received
       reflects the Fair Market Value of such assets and (B) exchange assets for
       either assets or equity interests in Wireless Communications Businesses,
       PROVIDED that (I) the assets or equity interests have a Fair Market Value
       substantially equal to the assets exchanged, (II) the assets received by
       the Company are controlled by the Company with respect to voting rights
       and day-to-day operations, or the equity interests received by the
       Company represent a controlling interest in the total Voting Power and
       day-to-day operations of a Person that is the issuer of such equity
       interests, (III) there exists no Event of Default or event which with
       notice or lapse of time or both would become an Event of Default
       immediately prior and subsequent thereto, (IV) immediately after giving
       effect to such transaction, the Company would be permitted to Incur at
       least $1.00 of additional Indebtedness pursuant to the first paragraph of
       Section 1008 and (V) the assets being received by the Company or its
       Restricted Subsidiaries in such exchange are not Capital Stock of an
       Unrestricted Subsidiary or an entity to be designated an Unrestricted
       Subsidiary;

                                      -91-
<PAGE>

               (iii) the Company and its Restricted Subsidiaries may convey,
       sell, lease, transfer, assign or otherwise dispose of assets pursuant to
       and in accordance with the covenants described in Article Eight;

               (iv)  the Company and its Restricted Subsidiaries may (a) sell
       damaged, worn out or other obsolete property in the ordinary course of
       business or other property no longer necessary for the proper conduct of
       the business of the Company or any of its Restricted Subsidiaries or (b)
       abandon such property if it cannot, through reasonable efforts, be sold;

               (v)   the Company and its Restricted Subsidiaries may make any
       Restricted Payment that complies with Section 1011;

               (vi)  the Company and its Restricted Subsidiaries may make any
       Permitted Investment that complies with Section 1011, other than
       Permitted Investments described under clause (v) of the definition of
       such term; and

               (vii) in addition to the Asset Sales permitted by the foregoing
       clauses (i) through (vi), the Company and its Restricted Subsidiaries may
       consummate Asset Sales (other than in the case of Capital Stock of any
       Restricted Subsidiary of the Company) with respect to property, business
       or assets the Fair Market Value of which does not exceed $10 million in
       the aggregate after the Exchange Date.

               The Company may defer an Asset Sale Offer until the
accumulated Net Cash Proceeds not applied to the uses set forth in subsection
(c)(i) or (c)(iii) in the first paragraph of this Section 1015 exceeds $5
million.  An Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Asset Sale Offer Period").
No later than five Business Days after the termination of the Asset Sale
Offer Period (the "Asset Sale Purchase Date"), the Company will purchase the
principal amount of Securities required to be purchased pursuant to this
Section 1015 (the "Asset Sale Offer Amount") at a purchase price equal to
100% of the principal amount of the Securities plus accrued and unpaid
interest to but excluding the date of the purchase or, if less than the Asset
Sale Offer Amount has been tendered, all Securities tendered in response to
the Asset Sale Offer.  Payment for any Securities so purchased will be made
in the same manner as interest payments are made.

               If the Asset Sale Purchase Date is on or after a Regular
Record Date and on or before the related Interest Payment Date, any accrued
and unpaid interest will be paid to the Person in whose name a Security is
registered at the close of business on such Regular

                                      -92-
<PAGE>

Record Date, and no additional interest will be payable to Holders who tender
Securities pursuant to the Asset Sale Offer.

               On or before the Asset Sale Purchase Date, the Company will,
to the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Asset Sale Offer Amount of Securities or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Asset Sale
Offer Amount has been tendered, all Securities tendered, and will deliver to
the Trustee an Officers' Certificate stating that such Securities or portions
thereof were accepted for payment by the Company in accordance with the terms
of this covenant.  The Company, the Depositary or the Paying Agent, as the
case may be, will promptly (but in any case not later than 5 days after the
Asset Sale Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Securities tendered by such Holder and
accepted by the Company for purchase, and the Company will promptly issue a
new Security, and the Trustee, upon written request from the Company will
authenticate and mail or deliver such new Security to such Holder, in a
principal amount equal to any unpurchased portion of the Security
surrendered.  Any Security not so accepted will be promptly mailed or
delivered by the Company to the Holder thereof.  The Company will publicly
announce the results of the Asset Sale Offer on the Asset Sale Purchase Date.

SECTION 1016.  [INTENTIONALLY LEFT BLANK]

SECTION 1017.  CHANGE OF CONTROL.

               (a)   Upon the occurrence of a Change in Control, each Holder
of a Security shall have the right to have such Security repurchased by the
Company on the terms and conditions set forth in this Section 1017.  The
Company shall, within 30 days following the date of the consummation of a
transaction resulting in a Change of Control, mail to each Holder of
Securities an Offer to Purchase all Outstanding Securities at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest, if any, to but excluding the Purchase Date (a "Change of
Control Offer"). A Change of Control Offer shall remain open for a period of
20 Business Days following its commencement and no longer, except to the
extent that a longer period is required by applicable law (the "Change of
Control Offer Period").  No later than 5 Business Days after the termination
of the Change of Control Offer Period (the "Change of Control Purchase
Date"), the Company shall purchase all Securities tendered in response to the
Change of Control Offer.  Payment for any Securities so purchased shall be
made in the same manner as interest payments are made.

                                      -93-
<PAGE>

               If the Change of Control Purchase Date is on or after a
Regular Record Date and on or before the related Interest Payment Date, any
accrued and unpaid interest will be paid to the Person in whose name a
Security is registered at the close of business on such Regular Record Date,
and no additional interest will be payable to Holders who tender Securities
pursuant to the Change of Control Offer.

               On or before the Change of Control Purchase Date, the Company
will, to the extent lawful, accept for payment all Securities or portions
thereof tendered, and will deliver to the Trustee an Officers' Certificate
stating that such Securities or portions thereof were accepted for payment by
the Company in accordance with the terms of this covenant.  The Company, the
Depositary or the Paying Agent, as the case may be, will promptly (but in any
case not later than five days after the Change of Control Purchase Date) mail
or deliver to each tendering Holder an amount equal to the  purchase price of
the Securities tendered by such Holder and accepted by the Company for
purchase, and the Company will promptly issue a new Security, and the
Trustee, upon written request from the Company will authenticate and mail or
deliver such new Security to such Holder, in a principal amount equal to any
unpurchased portion of the Security surrendered.  Any Security not so
accepted will be promptly mailed or delivered by the Company to the Holder
thereof.  The Company will publicly announce the results of the Change of
Control Offer on the Change of Control Purchase Date.

               (b)   "Change of Control" means (i) directly or indirectly a
sale, transfer or other conveyance of all or substantially all the assets of
the Company, on a consolidated basis, to any "person" or "group" (as such
terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act,
whether or not applicable), excluding transfers or conveyances to or among
the Company's Wholly Owned Restricted Subsidiaries, as an entirety or
substantially as an entirety in one transaction or series of related
transactions, in each case with the effect that any Person or group of
Persons owns more than 50% of the total Voting Power entitled to vote in the
election of directors, managers or trustees of the transferee entity
immediately after such transaction, (ii) any "person" or "group" (as such
terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act,
whether or not applicable) is or becomes the "beneficial owner" (as that term
is used in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not
applicable, except that a Person shall be deemed to have "beneficial
ownership" of all shares that any such Person has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 50% of the total Voting Power of
the Company or (iii) during any period of 24 consecutive months, individuals
who at the beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election by such Board or
whose nomination for election by the shareholders of the Company was approved
by a vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election

                                      -94-
<PAGE>

or nomination for election was previously so approved), cease for any reason
to constitute a majority of the Board of Directors of the Company then in
office.

               For purposes of clause (iii) above, any new directors elected
(a) by the holders of Exchangeable Preferred Stock pursuant to the terms of
the Junior Certificate of Designation; or if we issue convertible preferred
stock in connection with the Triton Acquisition, by Madison Dearborn Capital
Partners III, LP and Boston Ventures Limited Partnership V or any of their
affiliates or permitted transferees, exercising rights as holders of shares
of the Company's convertible preferred stock shall be deemed to be members of
the board of directors at the beginning of any such 24-month period.

               (c)   The Company will comply with any tender offer rules
under the Exchange Act which may then be applicable, including Rule 14e-l
thereunder, in connection with any Offer to Purchase, Asset Sale Offer or
Change of Control Offer (whether pursuant to Section 1015 or this Section
1017).

SECTION 1018.  STATEMENT BY OFFICERS AS TO DEFAULT; COMPLIANCE CERTIFICATES.

               (a)   The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year of the Company ending after the date hereof
an Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company has performed its obligations under this
Indenture and whether or not the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
and if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.

               (b)   The Company shall deliver to the Trustee, as soon as
possible and in any event within 10 days after the Company becomes aware or
should reasonably become aware of the occurrence of an Event of Default or an
event which, with notice or the lapse of time or both, would constitute an
Event of Default, an Officers' Certificate setting forth the details of such
Event of Default or default, the period of existence thereof and the action
that the Company proposes to take with respect thereto.

               (c)   The Company shall deliver to the Trustee within 90 days
after the end of each fiscal year a written statement by the Company's
independent public accountants stating (A) that their audit examination has
included a review of the terms of this Indenture and the Securities as they
relate to accounting matters, and (B) whether, in connection with their audit
examination, any event which, with notice or the lapse of time or both, would
constitute an Event of Default has come to their attention and, if such
default has come to their attention, specifying the nature and period of the
existence thereof.

                                      -95-
<PAGE>

SECTION 1019.  WAIVER OF CERTAIN COVENANTS.

               The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 801, 1015 and 1017, if before
the time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect
such covenant or condition except to the extent such covenant or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and
effect; PROVIDED, HOWEVER, with respect to an Offer to Purchase as to which
an Offer has been mailed, no such waiver may be made or shall be effective
against any Holders tendering Securities pursuant to such Offer, and the
Company may not omit to comply with the terms of such Offer as to such Holder.

SECTION 1020.  [INTENTIONALLY LEFT BLANK]






                                      -96-
<PAGE>

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  RIGHT OF REDEMPTION.

               Subject to Article Twelve, the Securities may be redeemed at
the election of the Company, as a whole or from time to time in part, at the
Redemption Prices specified in the form of Security set forth in Article Two
together with accrued interest to but excluding the Redemption Date.

SECTION 1102.  APPLICABILITY OF ARTICLE ELEVEN.

               Redemption of Securities at the election of the Company, as
permitted by any provision of this Indenture, shall be made in accordance
with such provision and this Article Eleven.

SECTION 1103.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

               The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Board Resolution.  In case of any
redemption at the election of the Company of less than all the Securities,
the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities to be redeemed.

SECTION 1104.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

               If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities
not previously called for redemption, by prorating, as nearly as may be
practicable, the principal amount of Securities to be redeemed.  In any
proration pursuant to this Section 1104, the Trustee shall make such
adjustments, reallocations and eliminations as it shall deem proper (and in
compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed) to the end that the
principal amount of Securities so prorated shall be $1,000 or a multiple
thereof, by increasing or decreasing or eliminating the amount which

                                      -97-
<PAGE>

would be allocable to any Holder on the basis of exact proportion by an
amount not exceeding $1,000.

               The Trustee shall promptly notify the Company and each
Security Registrar in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

               For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only
in part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.

SECTION 1105.  NOTICE OF REDEMPTION.

               Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of securities to be redeemed, at his address
appearing in the Security Register.

               All notices of redemption shall state:

               (1)   the Redemption Date,

               (2)   the Redemption Price,

               (3)   if less than all the Outstanding Securities are to be
       redeemed, the identification (and, in the case of partial redemption, the
       principal amounts) of the particular Securities to be redeemed,

               (4)   that on the Redemption Date the Redemption Price will
       become due and payable upon each such Security to be redeemed and that
       interest thereon will cease to accrue on and after said date and

               (5)   the place or places where such Securities are to be
       surrendered for payment of the Redemption Price.

               Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

                                      -98-
<PAGE>

SECTION 1106.  DEPOSIT OF REDEMPTION PRICE.

               Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Securities which are to be redeemed on that date.

SECTION 1107.  SECURITIES PAYABLE ON REDEMPTION DATE.

               If a notice of redemption has been given as aforesaid, the
Securities to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest.  Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of
Section 308.

               If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate
provided by the Security.

SECTION 1108.  SECURITIES REDEEMED IN PART.

               Any Security which is to be redeemed only in part shall be
surrendered at any office or agency of the Company designated for that
purpose pursuant to Section 1002 (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal
of the Security so surrendered.


                                      -99-
<PAGE>

                                 ARTICLE TWELVE

                          SUBORDINATION OF SECURITIES

SECTION 1201.  SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

               The Company covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article Twelve
(subject to the provisions of Article Four and Article Thirteen), the payment
of the principal of (and premium, if any) and interest on each and all of the
Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness.

SECTION 1202.  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

               In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its assets, or (b) any liquidation, dissolution or
other winding-up of the Company, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (c) any assignment for the
benefit of creditors or any other marshalling of assets and liabilities of
the Company, then and in any such event specified in (a), (b) or (c) above
(each such event, if any, herein sometimes referred to as a "Proceeding") the
holders of Senior Indebtedness shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of all Senior
Indebtedness, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, before the holders of the Securities are entitled to receive
any payment or distribution of any kind or character, whether in cash,
property or securities, on account of principal of (or premium, if any) or
interest on or other obligations in respect of the Securities or other
Indebtedness of the Company that is PARI PASSU or subordinate in right of
payment to the Securities or on account of any purchase or other acquisition
of Securities or such other Indebtedness by the Company or any Subsidiary of
the Company (all such payments, distributions, purchases and acquisition
herein referred to, individually and collectively, as a "Securities
Payment"), and to that end the holders of Senior Indebtedness shall be
entitled to receive, for application to the payment thereof, any Securities
Payment which may be payable or deliverable in respect of the Securities in
any such Proceeding.

               In the event that, notwithstanding the foregoing provisions of
this Section 1202, the Trustee or the Holder of any Security shall have
received any Securities

                                      -100-
<PAGE>

Payment before all Senior Indebtedness is paid in full or payment thereof has
been provided for in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, and if such fact shall,
at or prior to the time of such Securities Payment, have been made known to
the Trustee by delivery to the Trustee of any notice set forth in Section
1209 or, as the case may be, such Holder, then and in such event such
Securities Payment shall be paid over or delivered forthwith by the Trustee
(if any notice set forth in Section 1209 has been delivered to the Trustee)
or by the Holder to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company (which may be the Administrative Agent) for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all Senior Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior
Indebtedness.

               For purposes of this Article Twelve only, the words "any
payment or distribution of any kind or character, whether in cash, property
or securities" shall not be deemed to include a payment or distribution of
stock or securities of the Company provided for by a plan of reorganization
or readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy
law or of any other corporation provided for by such plan of reorganization
or readjustment which stock or securities are subordinated in right of
payment to all then outstanding Senior Indebtedness to substantially the same
extent as the Securities are so subordinated as provided in this Article
Twelve.  The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of all or substantially all of its
properties and assets as an entirety to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a Proceeding for
the purposes of this Section 1202 if the Person formed by such consolidation
or into which the Company is merged or the Person which acquires by
conveyance or transfer such properties and assets as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions set forth in Article Eight.

SECTION 1203.  NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

               In the event that any Senior Payment Default (as defined
below) shall have occurred and be continuing, or the maturity of any Senior
Indebtedness shall have been accelerated, then no Securities Payment shall be
made unless and until such Senior Payment Default shall have been cured or
waived or shall have ceased to exist and any acceleration of Senior
Indebtedness shall have been rescinded or annulled.  "Senior Payment Default"
means any default in the payment of principal of (or premium, if any) or

                                      -101-
<PAGE>

interest on any Senior Indebtedness when due, whether at the Stated Maturity
of any such payment or by declaration of acceleration, call for redemption or
otherwise.

               In the event that any Senior Nonmonetary Default (as defined
below) shall have occurred and be continuing, then, upon the receipt by the
Company and the Trustee of written notice of such Senior Nonmonetary Default
from an Administrative Agent or, if there is no outstanding Designated Senior
Indebtedness, any representative of a holder of Senior Indebtedness, no
Securities Payment shall be made during the period (the "Payment Blockage
Period") commencing on the date of such receipt of such written notice and
ending on the earlier of (i) the date on which such Senior Nonmonetary
Default shall have been cured or waived or shall have ceased to exist and any
acceleration of Senior Indebtedness shall have been rescinded or annulled or
the Senior Indebtedness to which such Senior Nonmonetary Default relates
shall have been discharged or (ii) the 179th day after the date of such
receipt of such written notice.  No more than one Payment Blockage Period may
be commenced with respect to the Securities during any 360-day period and
there shall be a period of at least 181 consecutive days in each 360-day
period when no Payment Blockage Period is in effect.  For all purposes of
this Section 1203, no Senior Nonmonetary Default that was known to the
holders of Senior Indebtedness to exist or be continuing on the date of
commencement of any Payment Blockage Period shall be, or be made, the basis
for the commencement of a subsequent Payment Blockage Period by an
Administrative Agent unless such Senior Nonmonetary Default shall have been
cured for a period of not less than 90 consecutive days.  "Senior Nonmonetary
Default" means the occurrence or existence and continuance of any event of
default, or of any event which, after notice or lapse of time or both, would
become an event of default, under the terms of any instrument pursuant to
which any Senior Indebtedness is outstanding, permitting (after notice or
lapse of time or both) one or more holders of such Senior Indebtedness (or an
administrative agent on behalf of the holders thereof) to declare such Senior
Indebtedness due and payable prior to the date on which it would otherwise
become due and payable, other than a Senior Payment Default.

SECTION 1204.  PAYMENT PERMITTED IF NO DEFAULT.

               Nothing contained in this Article Twelve or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at any
time except during the pendency of any Proceeding referred to in Section 1202
or under the conditions described in Section 1203, from making Securities
Payments, or (b) the application by the Trustee of any money deposited with
it hereunder to Securities Payments or the retention of such Securities
Payment by the Holders, if, at the time of such application by the Trustee,
it had not received any notice set forth in Section 1209.

                                      -102-
<PAGE>

SECTION 1205.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

               Subject to the payment in full of all amounts due or to become
due on or in respect of Senior Indebtedness, or the provision for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to
the holders of Senior Indebtedness, the Holders of the Securities shall be
subrogated to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities
applicable to the Senior Indebtedness until the principal of (and premium, if
any) and interest on the Securities shall be paid in full.  For purposes of
such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article Twelve, and no payments over pursuant to the provisions of this
Article Twelve to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, be
deemed to be a payment or distribution by the Company to or on account of the
Senior Indebtedness.

SECTION 1206.  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

               The provisions of this Article Twelve are and are intended
solely for the purpose of defining the relative rights of the Holders on the
one hand and the holders of Senior Indebtedness on the other hand.  Nothing
contained in this Article Twelve or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article Twelve of
the holders of Senior Indebtedness, is intended to rank equally with all
other general obligations of the Company), to pay to the Holders of the
Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance
with their terms; or (b) affect the relative rights against the Company of
the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under
this Article Twelve of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or
such Holder.

                                      -103-
<PAGE>

SECTION 1207.  TRUSTEE TO EFFECTUATE SUBORDINATION.

               Each Holder of a Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article
Twelve and appoints the Trustee his attorney-in-fact for any and all such
purposes.

SECTION 1208.  NO WAIVER OF SUBORDINATION PROVISIONS.

               No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.

               Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of
the Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided in
this Article Twelve or the obligations hereunder of the Holders of the
Securities to the holders of Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Indebtedness, or otherwise
amend or supplement in any manner Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of Senior Indebtedness;
and (iv) exercise or refrain from exercising any rights against the Company
and any other Person.

SECTION 1209.  NOTICE TO TRUSTEE.

               The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment
to or by the Trustee in respect of the Securities.  Notwithstanding the
provisions of this Article Twelve or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until the Trustee shall have received
written

                                      -104-
<PAGE>

notice thereof from the Company or a holder of Senior Indebtedness or from
any trustee, representative or Administrative Agent therefor; and, prior to
the receipt of any such written notice, the Trustee, subject to the
provisions of Section 601, shall be entitled in all respects to assume that
no such facts exist; PROVIDED, HOWEVER, that if the Trustee shall not have
received the notice provided for in this Section 1209 at least five Business
Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the
principal of (and premium, if any) or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to
the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within five Business
Days prior to such date.

               Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee or
Administrative Agent therefor) to establish that such notice has been given
by a holder of Senior Indebtedness (or a trustee or Administrative Agent
therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Twelve, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article Twelve,
and if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.

SECTION 1210.  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

               Upon any payment or distribution of assets of the Company
referred to in this Article Twelve, the Trustee, subject to the provisions of
Section 601, and the Holders of the Securities shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which a
Proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Twelve.

                                      -105-
<PAGE>

SECTION 1211.  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

               The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and it undertakes to perform and observe
only such of its covenants and obligations with respect to the Senior
Indebtedness as are specifically set forth in this Indenture, and no implied
covenants or obligations with respect to the Senior Indebtedness shall be
read into this Indenture against the Trustee and the Trustee shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article Twelve or otherwise.

SECTION 1212.  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
               PRESERVATION OF TRUSTEE'S RIGHTS.

               The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article Twelve with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

               Nothing in this Article Twelve shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.

SECTION 1213.  ARTICLE TWELVE APPLICABLE TO PAYING AGENTS.

               In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the
term "Trustee" as used in this Article Twelve shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if
such Paying Agent were named in this Article Twelve in addition to or in
place of the Trustee; PROVIDED, HOWEVER, that Section 1212 shall not apply to
the Company or any Affiliate of the Company if it or such Affiliate acts as
Paying Agent.

SECTION 1214.  DEFEASANCE OF THIS ARTICLE TWELVE.

               The subordination of the Securities provided by this Article
Twelve is expressly made subject to the provisions for defeasance or covenant
defeasance in Article

                                      -106-
<PAGE>

Thirteen hereof and, anything herein to the contrary notwithstanding, upon
the effectiveness of any such defeasance or covenant defeasance, the
Securities then Outstanding shall thereupon cease to be subordinated pursuant
to this Article Twelve.














                                      -107-
<PAGE>

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

               The Company may at its option by Board Resolution, at any
time, elect to have either Section 1302 or Section 1303 applied to the
Outstanding Securities upon compliance with the conditions set forth below in
this Article Thirteen.

SECTION 1302.  DEFEASANCE AND DISCHARGE.

               Upon the Company's exercise of the option provided in Section
1301 applicable to this Section 1302, the Company shall be deemed to have
been discharged from its obligations with respect to the Outstanding
Securities, and the provisions of Article Twelve hereof shall cease to be
effective, on the date the conditions set forth below are satisfied
(hereinafter, "defeasance").  For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section
1305 and the other Sections of this Indenture referred to in clauses (A) and
(B) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder:  (A) the rights of Holders of
such Securities to receive, solely from the trust fund described in Section
1304 and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest on such Securities when such
payments are due, (B) the Company's obligations with respect to such
Securities under Sections 304, 305, 306, 307, 1002 and 1003, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (D) this
Article Thirteen. Subject to compliance with this Article Thirteen, the
Company may exercise its option under this Section 1302 notwithstanding the
prior exercise of its option under Section 1303.

SECTION 1303.  COVENANT DEFEASANCE.

               Upon the Company's exercise of the option provided in Section
1301 applicable to this Section, (i) the Company shall be released from its
obligations under Sections 1005 through 1017, inclusive, and clauses (3), (4)
and (5) of Section 801, (ii) the occurrence of an event specified in Sections
501(3), 501(4) (with respect to clauses (1),

                                      -108-
<PAGE>

(3), (4) or (5) of Section 801), 501(5) (with respect to any of Sections 1005
through 1017, inclusive), 501(6) and 501(7) shall not be deemed to be an
Event of Default and (iii) the provisions of Article Twelve hereof shall
cease to be effective on and after the date all conditions set forth below
are satisfied (hereinafter, "covenant defeasance").  For this purpose, such
covenant defeasance means that the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth
in any such Section, Clause or Article or by reason of any reference in any
such Section, clause or Article to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

SECTION 1304.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

               The following shall be the conditions to application of either
Section 1302 or Section 1303 to the then Outstanding Securities:

               (1)   The Company shall irrevocably have deposited or caused to
       be deposited with the Trustee (or another trustee satisfying the
       requirements of Section 609 who shall agree to comply with the provisions
       of this Article Thirteen applicable to it) as trust funds in trust for
       the purpose of making the following payments, specifically pledged as
       security for, and dedicated solely to, the benefit of the Holders of such
       Securities, (A) money in an amount, or (B) U.S. Government Obligations
       which through the scheduled payment of principal and interest in respect
       thereof in accordance with their terms, without the need for
       reinvestment, will provide, not later than one day before the due date of
       any payment, money in an amount, or (C) a combination thereof,
       sufficient, in the opinion of a nationally recognized firm of independent
       public accountants expressed in a written certification thereof delivered
       to the Trustee, to pay and discharge, and which shall be applied by the
       Trustee (or other qualifying trustee) to pay and discharge, the principal
       of (and premium, if any,) and each installment of interest, if any, on
       the Outstanding Securities on the Stated Maturity of such principal or
       installment of interest in accordance with the terms of this Indenture
       and of such Securities.  For this purpose, "U.S. Government Obligations"
       means securities that are (x) direct obligations of the United States of
       America for the payment of which its full faith and credit is pledged or
       (y) obligations of a Person controlled or supervised by and acting as an
       agency or instrumentality of the United States of America the payment of
       which is unconditionally guaranteed as a full faith and credit obligation
       by the United States of America, which, in either case, are not callable
       or redeemable at the option of the issuer thereof, and shall also include
       a depository receipt issued by a bank (as defined in Section 3(a)(2) of
       the Securities Act) as custodian with respect to any such U.S. Government

                                      -109-
<PAGE>

       Obligation or a specific payment of principal of or interest on any such
       U.S. Government Obligation held by such custodian for the account of the
       holder of such depository receipt, PROVIDED that (except as required by
       law) such custodian is not authorized to make any deduction from the
       amount payable to the holder of such depository receipt from any amount
       received by the custodian in respect of the U.S. Government Obligation or
       the specific payment of principal of or interest on the U.S. Government
       Obligation evidenced by such depository receipt.

               (2)   In the case of an election under Section 1302, the Company
       shall have delivered to the Trustee an Opinion of Counsel stating that
       (x) the Company has received from, or there has been published by, the
       Internal Revenue Service a ruling, or (y) since the date of this
       Indenture there has been a change in the applicable federal income tax
       law, in either case to the effect that, and based thereon such opinion
       shall confirm that, the Holders of the Outstanding Securities will not
       recognize gain or loss for federal income tax purposes as a result of
       such deposit, defeasance and discharge and will be subject to federal
       income tax on the same amount, in the same manner and at the same times
       as would have been the case if such deposit, defeasance and discharge had
       not occurred.

               (3)   In the case of an election under Section 1303, the Company
       shall have delivered to the Trustee an Opinion of Counsel to the effect
       that the Holders of the Outstanding Securities will not recognize gain or
       loss for federal income tax purposes as a result of such deposit and
       covenant defeasance and will be subject to federal income tax on the same
       amount, in the same manner and at the same times as would have been the
       case if such deposit covenant defeasance and discharge had not occurred.

               (4)   The Company shall have delivered to the Trustee an
       Officers' Certificate to the effect that the Securities, if then listed
       on any securities exchange, will not be delisted as a result of such
       deposit.

               (5)   Such defeasance or covenant defeasance shall not cause the
       Trustee to have a conflicting interest as defined in Section 608 and for
       purposes of the Trust Indenture Act with respect to any securities of the
       Company.

               (6)   No Event of Default or event that, with notice or lapse of
       time or both, would become an Event of Default shall have occurred and be
       continuing on the date of such deposit or, insofar as Section 501(8) is
       concerned, at any time during the period ending on the 121st day after
       the date of such deposit (it being understood that this condition shall
       not be deemed satisfied until the expiration of such period).

                                      -110-
<PAGE>

               (7)   Such defeasance or covenant defeasance shall not result in
       a breach or violation of, or constitute a default under, any other
       agreement or instrument to which the Company is a party or by which it is
       bound.

               (8)   The Company shall have delivered to the Trustee an
       Officers' Certificate and an Opinion of Counsel, each stating that all
       conditions precedent relating to either the defeasance under Section 1302
       or the covenant defeasance under Section 1303 (as the case may be) have
       been satisfied.

               (9)   Such defeasance or covenant defeasance shall not result in
       the trust arising from such deposit constituting an investment company as
       defined in the Investment Company Act of 1940, as amended, or such trust
       shall be qualified under such act or exempt from regulation thereunder.


SECTION 1305.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
               TRUST; OTHER MISCELLANEOUS PROVISIONS.

               Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee --
collectively, for purposes of this Section 1305, the "Trustee") pursuant to
Section 1304 in respect of the Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become
due thereon in respect of principal (and premium, if any) and interest, but
such money need not be segregated from other funds except to the extent
required by law.  Money so held in trust shall not be subject to the
provisions of Article Twelve.

               The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the Outstanding Securities.

               Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it
as provided in Section 1304 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount

                                      -111-
<PAGE>

thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance.

SECTION 1306.  REINSTATEMENT.

               If the Trustee or the Paying Agent is unable to apply any
money in accordance with Section 1302 or 1303 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Securities shall be revived and reinstated as though
no deposit had occurred pursuant to this Article Thirteen until such time as
the Trustee or Paying agent is permitted to apply all such money in
accordance with Section 1302 or 1303; PROVIDED, HOWEVER, that if the Company
makes any payment of principal of (and premium, if any) or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or the Paying Agent.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                      -112-
<PAGE>

               IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                          RURAL CELLULAR CORPORATION


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

Attest:


-----------------------------


                                          NORWEST BANK MINNESOTA,
                                          NATIONAL ASSOCIATION


                                          By:
                                              -----------------------------
                                                 Name:
                                                 Title:
                                                 (Authorized Officer)
Attest:


-----------------------------






                                      -113-
<PAGE>

STATE OF                    )
         ----------------
                                          ss.:
COUNTY OF                   )
          ---------------


               On the ___ day of ___________, _____, before me personally
came __________, to me known, who, being duly sworn, did depose and say that
he is the President/Vice President of Finance of Rural Cellular Corporation,
one of the corporations described in and which executed the foregoing
instrument; and that he signed his name to the foregoing instrument by
authority of by authority of the Board of Directors of said corporation.






                                              -----------------------------
<PAGE>

                            ....................

            Reconciliation and tie between Trust Indenture Act of 1939
            and Indenture, dated as of [___________, _____].

<TABLE>
<CAPTION>
    Trust Indenture                                              Indenture
      Act Section                                                 Section
----------------------------------                            -----------------
<S>                                                           <C>
Section 310    (a)(1)              . . . . . . . . . . . . .   609
               (a)(2)              . . . . . . . . . . . . .   609
               (a)(3)              . . . . . . . . . . . . .   Not applicable
               (a)(4)              . . . . . . . . . . . . .   Not applicable
               (a)(5)              . . . . . . . . . . . . .   608
               (b)                 . . . . . . . . . . . . .   608
                                                               610
               (c)                 . . . . . . . . . . . . .   Not applicable
 Section 311   (a)                 . . . . . . . . . . . . .   613
               (b)                 . . . . . . . . . . . . .   613
               (c)                 . . . . . . . . . . . . .   Not applicable
 Section 312   (a)                 . . . . . . . . . . . . .   701
                                                               702(a)
               (b)                 . . . . . . . . . . . . .   702(b)
               (c)                 . . . . . . . . . . . . .   702(c)
 Section 313   (a)                 . . . . . . . . . . . . .   703(a)
               (b)(1)              . . . . . . . . . . . . .   Not applicable
               (b)(2)              . . . . . . . . . . . . .   703(a)
               (c)                 . . . . . . . . . . . . .   703(a)
                                                               106
               (d)                 . . . . . . . . . . . . .   703(b)
 Section 314   (a)                 . . . . . . . . . . . . .   704
               (b)                 . . . . . . . . . . . . .   Not applicable
               (c)(1)              . . . . . . . . . . . . .   102
               (c)(2)              . . . . . . . . . . . . .   102
               (c)(3)              . . . . . . . . . . . . .   Not applicable
               (d)                 . . . . . . . . . . . . .   Not applicable
               (e)                 . . . . . . . . . . . . .   102
 Section 315   (a)                 . . . . . . . . . . . . .   601
                                                               603
               (b)                 . . . . . . . . . . . . .   602
                                                               106
               (c)                 . . . . . . . . . . . . .   601(a)
-------------------------------------------------------------------------------

                                       i
<PAGE>

<CAPTION>
    Trust Indenture                                              Indenture
      Act Section                                                 Section
----------------------------------                            -----------------
<S>                                                           <C>
               (d)                 . . . . . . . . . . . . .   601(b)
               (e)                 . . . . . . . . . . . . .   514
 Section 316   (a)(last sentence)  . . . . . . . . . . . . .   101
               (a)(1)(A)           . . . . . . . . . . . . .   512
               (a)(1)(B)           . . . . . . . . . . . . .   513
               (a)(2)              . . . . . . . . . . . . .   Not applicable
               (b)                 . . . . . . . . . . . . .   508
 Section 317   (a)(1)              . . . . . . . . . . . . .   503
               (a)(2)              . . . . . . . . . . . . .   504
               (b)                 . . . . . . . . . . . . .   1003
 Section 318   (a)                 . . . . . . . . . . . . .   107
</TABLE>




-------------------------------------------------------------------------------
This Reconciliation and tie shall not, for any purpose, be deemed to be a part
of the Indenture.

                                       ii