FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), effective as of August
19, 2003, among the guarantors listed on Schedule A to this Supplemental
Indenture (each a "Guaranteeing Subsidiary," collectively, the "Guaranteeing
Subsidiaries"), a subsidiary of American Cellular Corporation (or its permitted
successor), a Delaware corporation (the "Company"), the Company, and Bank of
Oklahoma, National Association, as trustee under the indenture referred to below
(the "Trustee").

                              W I T N E S S E T H

WHEREAS, ACC Escrow Corp., has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of August 8, 2003 providing for the
issuance of an unlimited aggregate principal amount of up of 10% Senior Notes
due 2011 (the "Notes");

WHEREAS, ACC Escrow Corp. subsequently merged with and into the Company and the
Company assumed all of ACC Escrow Corp.'s rights and obligations under the
Indenture and the Notes;

WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall
unconditionally guarantee all of the Company's Obligations under the Notes and
the Indenture on the terms and conditions set forth herein (the "Note
Guarantee"); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiaries and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree as
follows:

          (a) Along with all Guarantors named in the Indenture, to jointly and
     severally Guarantee to each Holder of a Note authenticated and delivered by
     the Trustee and to the Trustee and its successors and assigns, the Notes or
     the obligations of the Company hereunder or thereunder, that:

               (i) the principal of, and premium and Liquidated Damages, if any,
          and interest on the Notes will be promptly paid in full when due,
          whether at maturity, by acceleration, redemption or otherwise, and
          interest on the overdue principal of and interest on the Notes, if
          any, if lawful, and all other obligations of the Company to the
          Holders or the Trustee hereunder or thereunder will be promptly paid
          in full or performed, all in accordance with the terms hereof and
          thereof; and

               (ii) in case of any extension of time of payment or renewal of
          any Notes or any of such other obligations, that same will be promptly
          paid in full when due or performed in accordance with the terms of the
          extension or renewal, whether at stated maturity, by acceleration or
          otherwise. Failing payment when due of any amount so guaranteed or any
          performance so guaranteed for whatever reason, the Guarantors shall be
          jointly and severally obligated to pay the same immediately.

          (b) The obligations hereunder shall be unconditional, irrespective of
     the validity, regularity or enforceability of the Notes or the Indenture,
     the absence of any action to enforce the same, any waiver or consent by any
     Holder of the Notes with respect to any provisions hereof or thereof, the
     recovery of any judgment against the Company, any action to enforce the
     same or any other circumstance which might otherwise constitute a legal or
     equitable discharge or defense of a Guarantor.

          (c) The following is hereby waived: diligence, presentment, demand of
     payment, filing of claims with a court in the event of insolvency or
     bankruptcy of the Company, any right to require a proceeding first against
     the Company, protest, notice and all demands whatsoever.

          (d) This Note Guarantee shall not be discharged except by complete
     performance of the obligations contained in the Notes and the Indenture,
     and the Guaranteeing Subsidiary accepts all obligations of a Guarantor
     under the Indenture.

          (e) If any Holder or the Trustee is required by any court or otherwise
     to return to the Company, the Guarantors, or any custodian, trustee,
     liquidator or other similar official acting in relation to either the
     Company or the Guarantors, any amount paid by either to the Trustee or such
     Holder, this Note Guarantee, to the extent theretofore discharged, shall be
     reinstated in full force and effect.

          (f) The Guaranteeing Subsidiaries shall not be entitled to any right
     of subrogation in relation to the Holders in respect of any obligations
     guaranteed hereby until payment in full of all obligations guaranteed
     hereby.

          (g) As between the Guarantors, on the one hand, and the Holders and
     the Trustee, on the other hand, (x) the maturity of the obligations
     guaranteed hereby may be accelerated as provided in Article 6 of the
     Indenture for the purposes of this Note Guarantee, notwithstanding any
     stay, injunction or other prohibition preventing such acceleration in
     respect of the obligations guaranteed hereby, and (y) in the event of any
     declaration of acceleration of such obligations as provided in Article 6 of
     the Indenture, such obligations (whether or not due and payable) shall
     forthwith become due and payable by the Guarantors for the purpose of this
     Note Guarantee.

          (h) The Guarantors shall have the right to seek contribution from any
     non-paying Guarantor so long as the exercise of such right does not impair
     the rights of the Holders under the Note Guarantee.

          (i) Pursuant to Section 10.02 of the Indenture, after giving effect to
     any maximum amount and all other contingent and fixed liabilities that are
     relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
     after giving effect to any collections from, rights to receive contribution
     from or payments made by or on behalf of any other Guarantor in respect of
     the obligations of such other Guarantor under Article 10 of the Indenture,
     this new Note Guarantee shall be limited to the maximum amount permissible
     such that the obligations of such Guarantor under this Note Guarantee will
     not constitute a fraudulent transfer or conveyance.

3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note
Guarantees shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

          (a) A Guaranteeing Subsidiary may not sell or otherwise dispose of all
     substantially all of its assets to, or consolidate with or merge with or
     into (whether or not such Guarantor is the surviving Person) another
     Person, other than the Company or another Guarantor unless:

               (i) immediately after giving effect to such transaction, no
          Default or Event of Default exists; and

               (ii) either (A) subject to Sections 10.04 and 10.05 of the
          Indenture, the Person acquiring the property in any such sale or
          disposition or the Person formed by or surviving any such
          consolidation or merger unconditionally assumes all the obligations of
          that Guarantor, pursuant to a supplemental indenture in form and
          substance reasonably satisfactory to the Trustee, under the Notes, the
          Indenture and the Note Guarantee on the terms set forth herein or
          therein; or (B) the Net Proceeds of such sale or other disposition are
          applied in accordance with the applicable provisions of the Indenture,
          including without limitation, Section 4.10 thereof.

          (b) In case of any such consolidation, merger, sale or conveyance and
     upon the assumption by the successor Person, by supplemental indenture,
     executed and delivered to the Trustee and satisfactory in form to the
     Trustee, of the Note Guarantee endorsed upon the Notes and the due and
     punctual performance of all of the covenants and conditions of the
     Indenture to be performed by the Guarantor, such successor Person shall
     succeed to and be substituted for the Guarantor with the same effect as if
     it had been named herein as a Guarantor. Such successor Person thereupon
     may cause to be signed any or all of the Note Guarantees to be endorsed
     upon all of the Notes issuable under the Indenture which theretofore shall
     not have been signed by the Company and delivered to the Trustee. All the
     Note Guarantees so issued shall in all respects have the same legal rank
     and benefit under the Indenture as the Note Guarantees theretofore and
     thereafter issued in accordance with the terms of the Indenture as though
     all of such Note Guarantees had been issued at the date of the execution
     hereof.

          (c) Except as set forth in Articles 4 and 5 and Section 10.05 of
     Article 10 of the Indenture, and notwithstanding clauses (a) and (b) above,
     nothing contained in the Indenture or in any of the Notes shall prevent any
     consolidation or merger of a Guarantor with or into the Company or another
     Guarantor, or shall prevent any sale or conveyance of the property of a
     Guarantor as an entirety or substantially as an entirety to the Company or
     another Guarantor.

5. RELEASES.

          (a) In the event of any sale or other disposition of all or
     substantially all of the assets of any Guarantor, by way of merger,
     consolidation or otherwise, or a sale or other disposition of all of the
     capital stock of any Guarantor, in each case to a Person that is not
     (either before or after giving effect to such transaction) a Restricted
     Subsidiary of the Company, then such Guarantor (in the event of a sale or
     other disposition, by way of merger, consolidation or otherwise, of all of
     the capital stock of such Guarantor) or the corporation acquiring the
     property (in the event of a sale or other disposition of all or
     substantially all of the assets of such Guarantor) will be released and
     relieved of any obligations under its Note Guarantee; provided that the Net
     Proceeds of such sale or other disposition are applied in accordance with
     the applicable provisions of the Indenture, including without limitation
     Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee
     of an Officers' Certificate and an Opinion of Counsel to the effect that
     such sale or other disposition was made by the Company in accordance with
     the provisions of the Indenture, including without limitation Section 4.10
     of the Indenture, the Trustee shall execute any documents reasonably
     required in order to evidence the release of any Guarantor from its
     obligations under its Note Guarantee.

          (b) Any Guarantor not released from its obligations under its Note
     Guarantee shall remain liable for the full amount of principal of and
     interest on the Notes and for the other obligations of any Guarantor under
     the Indenture as provided in Article 10 of the Indenture.

6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiaries,
as such, shall have any liability for any obligations of the Company or any
Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction hereof.

10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Guaranteeing Subsidiaries and the Company.


     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:  August 18, 2003

                                 ACC Lease Co., Inc.
                                 American Cellular Wireless LLC
                                 Alexandra Cellular Corporation
                                 ACC of West Virginia Corporation
                                 ACC of Pennsylvania LLC
                                 ACC of Minnesota Corporation
                                 ACC of Michigan Corporation
                                 ACC of Ohio Corporation
                                 ACC of Wisconsin LLC
                                 ACC of Kentucky LLC

                                 By:   BRUCE R. KNOOIHUIZEN
                                 Name: Bruce M. Knooihuizen
                                 Title: Vice President

                                 American Cellular Corporation

                                 By:   BRUCE R. KNOOIHUIZEN
                                 Name: Bruce M. Knooihuizen
                                 Title: Vice President



                                 Bank of Oklahoma, National Association,
                                  as Trustee

                                 By:   TIMOTHY M. COOK
                                       Timothy M. Cook
                                       Authorized Signatory
<PAGE>

                                   Schedule A

                               List of Guarantors

                              ACC Lease Co., Inc.
                         American Cellular Wireless LLC
                         Alexandra Cellular Corporation
                        ACC of West Virginia Corporation
                            ACC of Pennsylvania LLC
                          ACC of Minnesota Corporation
                          ACC of Michigan Corporation
                            ACC of Ohio Corporation
                              ACC of Wisconsin LLC
                              ACC of Kentucky LLC