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                                ACC ESCROW CORP.

                              SERIES A AND SERIES B
                            10% SENIOR NOTES DUE 2011

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                                    INDENTURE

                           Dated as of August 8, 2003


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                     Bank of Oklahoma, National Association

                                     Trustee


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<PAGE>

                             CROSS-REFERENCE TABLE*

        Trust Indenture
        Act Section                                      Indenture Section
        310(a)(1)..................................             7.10
             (a)(2)................................             7.10
             (a)(3)................................             N.A.
             (a)(4)................................             N.A.
             (a)(5)................................             7.10
             (b)...................................             7.10
             (c)...................................             N.A.
        311(a).....................................             7.11
             (b)...................................             7.11
             (c)...................................             N.A.
        312(a).....................................             2.05
             (b)...................................            12.03
             (c)...................................            12.03
        313(a).....................................             7.06
             (b)(1)................................              NA
             (b)(2)................................          7.06; 7.07
             (c)...................................         7.06; 12.02
             (d)...................................             7.06
        314(a).....................................      4.03;12.02; 12.05
             (b)...................................              NA
             (c)(1)................................            12.04
             (c)(2)................................            12.04
             (c)(3)................................             N.A.
             (d)...................................              NA
             (e)...................................            12.05
             (f)...................................             N.A.
        315(a).....................................             7.01
             (b)...................................          7.05,12.02
             (c)...................................             7.01
             (d)...................................             7.01
             (e)...................................             6.11
        316(a) (last sentence).....................             2.09
             (a)(1)(A).............................             6.05
             (a)(1)(B).............................             6.04
             (a)(2)................................             N.A.
             (b)...................................             6.07
             (c)...................................             2.12
        317(a)(1)..................................             6.08
             (a)(2)................................             6.09
             (b)...................................             2.04
        318(a).....................................            12.01
             (b)...................................             N.A.
             (c)...................................            12.01

N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01    Definitions....................................................1
Section 1.02    Other Definitions.............................................20
Section 1.03    Incorporation by Reference of Trust Indenture Act.............20
Section 1.04    Rules of Construction.........................................21

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01    Form and Dating...............................................21
Section 2.02    Execution and Authentication..................................22
Section 2.03    Registrar and Paying Agent....................................23
Section 2.04    Paying Agent to Hold Money in Trust...........................23
Section 2.05    Holder Lists..................................................23
Section 2.06    Transfer and Exchange.........................................24
Section 2.07    Replacement Notes.............................................35
Section 2.08    Outstanding Notes.............................................36
Section 2.09    Treasury Notes................................................36
Section 2.10    Temporary Notes...............................................36
Section 2.11    Cancellation..................................................36
Section 2.12    Defaulted Interest............................................37

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01    Notices to Trustee............................................37
Section 3.02    Selection of Notes to Be Redeemed or Purchased................37
Section 3.03    Notice of Redemption..........................................38
Section 3.04    Effect of Notice of Redemption................................38
Section 3.05    Deposit of Redemption or Purchase Price.......................39
Section 3.06    Notes Redeemed or Purchased in Part...........................39
Section 3.07    Optional Redemption...........................................39
Section 3.08    Escrow of Proceeds; Special Mandatory Redemption..............40
Section 3.09    Offer to Purchase by Application of Excess Proceeds...........40

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01    Payment of Notes..............................................42
Section 4.02    Maintenance of Office or Agency...............................42
Section 4.03    Reports.......................................................42
Section 4.04    Compliance Certificate........................................43
Section 4.05    Taxes.........................................................44
Section 4.06    Stay, Extension and Usury Laws................................44
Section 4.07    Limitation on Restricted Payments.............................44
Section 4.08    Dividend and Other Payment Restrictions
                  Affecting Subsidiaries......................................47
Section 4.09    Incurrence of Indebtedness and Issuance of Preferred Stock....48
Section 4.10    Asset Sales...................................................51
Section 4.11    Transactions with Affiliates..................................53
Section 4.12    Liens.........................................................54
Section 4.13    Business Activities...........................................54
Section 4.14    Corporate Existence...........................................54
Section 4.15    Offer to Repurchase Upon Change of Control....................55
Section 4.16    Designation of Restricted and Unrestricted Subsidiaries.......56
Section 4.17    Limitation on Issuances and Sales of Capital Stock
                  of Wholly-Owned Subsidiaries................................56
Section 4.18    Additional Note Guarantees....................................56

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01    Merger, Consolidation, or Sale of Assets......................57
Section 5.02    Successor Corporation Substituted.............................57

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01    Events of Default.............................................58
Section 6.02    Acceleration..................................................60
Section 6.03    Other Remedies................................................60
Section 6.04    Waiver of Past Defaults.......................................60
Section 6.05    Control by Majority...........................................61
Section 6.06    Limitation on Suits...........................................61
Section 6.07    Rights of Holders of Notes to Receive Payment.................61
Section 6.08    Collection Suit by Trustee....................................61
Section 6.09    Trustee May File Proofs of Claim..............................62
Section 6.10    Priorities....................................................62
Section 6.11    Undertaking for Costs.........................................62

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01    Duties of Trustee.............................................63
Section 7.02    Rights of Trustee.............................................64
Section 7.03    Individual Rights of Trustee..................................64
Section 7.04    Trustee's Disclaimer..........................................64
Section 7.05    Notice of Defaults............................................65
Section 7.06    Reports by Trustee to Holders of the Notes....................65
Section 7.07    Compensation and Indemnity....................................65
Section 7.08    Replacement of Trustee........................................66
Section 7.09    Successor Trustee by Merger, etc..............................67
Section 7.10    Eligibility; Disqualification.................................67
Section 7.11    Preferential Collection of Claims Against Company.............67

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance......67
Section 8.02    Legal Defeasance and Discharge................................67
Section 8.03    Covenant Defeasance...........................................68
Section 8.04    Conditions to Legal or Covenant Defeasance....................68
Section 8.05    Deposited Money and Government Securities to be
                  Held in Trust; Other Miscellaneous Provisions...............69
Section 8.06    Repayment to Company..........................................70
Section 8.07    Reinstatement.................................................70

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes...........................70
Section 9.02    With Consent of Holders of Notes..............................71
Section 9.03    Compliance with Trust Indenture Act...........................73
Section 9.04    Revocation and Effect of Consents.............................73
Section 9.05    Notation on or Exchange of Notes..............................73
Section 9.06    Trustee to Sign Amendments, etc...............................73

                                   ARTICLE 10.
                                NOTE GUARANTEES

Section 10.01   Guarantee.....................................................73
Section 10.02   Limitation on Guarantor Liability.............................74
Section 10.03   Execution and Delivery of Note Guarantee......................75
Section 10.04   Guarantors May Consolidate, etc., on Certain Terms............75
Section 10.05   Releases Following Sale of Assets.............................76

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01   Satisfaction and Discharge....................................76
Section 11.02   Application of Trust Money....................................77

                                   ARTICLE 12.
                                 MISCELLANEOUS

Section 12.01   Trust Indenture Act Controls..................................77
Section 12.02   Notices.......................................................78
Section 12.03   Communication by Holders of Notes with Other
                  Holders of Notes............................................79
Section 12.04   Certificate and Opinion as to Conditions Precedent............79
Section 12.05   Statements Required in Certificate or Opinion.................79
Section 12.06   Rules by Trustee and Agents...................................79
Section 12.07   No Personal Liability of Directors, Officers,
                  Employees and Stockholders..................................79
Section 12.08   Governing Law.................................................80
Section 12.09   No Adverse Interpretation of Other Agreements.................80
Section 12.10   Successors....................................................80
Section 12.11   Severability..................................................80
Section 12.12   Counterpart Originals.........................................80
Section 12.13   Table of Contents, Headings, etc..............................80

                                    EXHIBITS

Exhibit A1   FORM OF NOTE
Exhibit A2   FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B    FORM OF CERTIFICATE OF TRANSFER
Exhibit C    FORM OF CERTIFICATE OF EXCHANGE
Exhibit D    FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E    FORM OF NOTE GUARANTEE
Exhibit F    FORM OF SUPPLEMENTAL INDENTURE



<PAGE>

     INDENTURE dated as of August 8, 2003 between ACC Escrow Corp. ("Escrow
Corp."), a Delaware corporation and Bank of Oklahoma, National Association, as
trustee (the "Trustee").

     The issuance of the notes pursuant to this Indenture is part of the
reorganization of the ownership and capital structure of American Cellular
Corporation, a Delaware corporation ("ACC"). For convenience, the following
transactions are referred to collectively herein as the "Reorganization": (i)
the offering and issuance of the notes pursuant to this Indenture, (ii) the
cancellation of indebtedness under ACC's existing bank credit facility, (iii)
the payment of an aggregate of 300 shares of ACC's Class B common stock, par
value $.01 per share (the "Class B Common Stock") and up to $50.0 million in
cash to holders of ACC's outstanding 9 1/2% Senior Subordinated Notes due 2009
(the "Existing Notes") to cancel the indebtedness represented by the Existing
Notes, (iv) the issuance by Dobson Communications Corporation, an Oklahoma
corporation and indirect parent of Escrow Corp. ("Dobson") of (a) up to an
aggregate of 45,054,800 shares of its Class A Common Stock, par value $.001 and
(b) up to 700,000 shares of its Series F Convertible Preferred Stock, par value
$.01, to holders of the Existing Notes in exchange for all of their shares of
Class B Common Stock, and (v) the payment of any fees and expenses related to
transactions in clauses (i) through (iv). As part of the consummation of the
Reorganization, Escrow Corp. will merge with and into ACC after which ACC will
be the surviving entity (the "Escrow Corp. Merger"). Upon consummation of the
Escrow Corp. Merger, ACC will assume all obligations of Escrow Corp. under this
Indenture. The word "Company" as used herein refers only to Escrow Corp. before
the Escrow Corp. Merger and to ACC after the Escrow Corp. Merger, it being
understood that for purposes of Articles 4, 5 and 6, such term means ACC as well
as Escrow Corp. No part of the Reorganization will be deemed to violate Articles
4, 5 and 6 hereof.

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 10% Series A Senior Notes due 2011 (the "Series A Notes") and
the 10% Series B Senior Notes due 2011 (the "Series B Notes" and, together with
the Series A Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

     "144A Global Note" means a Global Note substantially in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

     "Acquired Debt" means, with respect to any specified Person:

          (1) Indebtedness of any other Person existing at the time such other
     Person is merged with or into or became a Subsidiary of such specified
     Person, whether or not such Indebtedness is incurred in connection with, or
     in contemplation of, such other Person merging with or into, or becoming a
     Subsidiary of, such specified Person; and

          (2) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person.

     "Additional Notes" means additional Notes (other than the Initial Notes)
issued from time to time under this Indenture in accordance with Sections 2.02
and 4.09 hereof, as part of the same series as the Initial Notes.

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

     "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     "Asset Sale" means:

          (1) the sale, lease, conveyance or other disposition of any assets or
     rights; provided that the sale, conveyance or other disposition of all or
     substantially all of the assets of the Company and its Restricted
     Subsidiaries taken as a whole will be governed by Section 4.15 and/or
     Section 5.01 and not by Section 4.10; and

          (2) the issuance of Equity Interests in any of the Company's
     Restricted Subsidiaries or the sale of Equity Interests in any of its
     Subsidiaries.

     Notwithstanding the preceding, none of the following items will be deemed
to be an Asset Sale:

          (1) any single transaction or series of related transactions that
     involves assets having a fair market value of less than $5.0 million;

          (2) a sale, transfer or other disposition of assets, including Capital
     Stock of Restricted Subsidiaries, for consideration at least equal to the
     fair market value of the assets sold or disposed of, but only if the
     consideration received consists of Capital Stock of a Person that becomes a
     Restricted Subsidiary engaged in, or property or assets (other than cash,
     except to the extent used as a bona fide means of equalizing the value of
     the property or assets involved in the swap transaction) of a nature or
     type or that are used in, a business having property or assets of a nature
     or type, or engaged in a business similar or related to the nature or type
     of the property and assets of, or businesses of, the Company and its
     Restricted Subsidiaries existing on the date of such sale or other
     disposition;

          (3) a transfer of assets between or among the Company and its
     Restricted Subsidiaries;

          (4) an issuance of Equity Interests by a Restricted Subsidiary of the
     Company to the Company or to a Restricted Subsidiary of the Company;

          (5) the sale or lease of products, services or accounts receivable in
     the ordinary course of business and any sale or other disposition of
     damaged, worn-out or obsolete assets in the ordinary course of business;

          (6) the sale or other disposition of cash or Cash Equivalents; and

          (7) a Restricted Payment that does not violate Section 4.07 hereof or
     a Permitted Investment.

     "Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction results in a Capital Lease
Obligation, the amount of Indebtedness represented thereby will be determined in
accordance with the definition of "Capital Lease Obligation."

     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

     "Board of Directors" means:

          (1) with respect to a corporation, the board of directors of the
     corporation or any committee thereof duly authorized to act on behalf of
     such board;

          (2) with respect to a partnership, the board of directors of the
     general partner of the partnership;

          (3) with respect to a limited liability company, the managing members
     or members or any controlling committee of the managing members thereof;
     and

          (4) with respect to any other Person, the board or committee of such
     Person serving a similar function.

     "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

     "Business Day" means any day other than a Legal Holiday.

     "Capital Expenditures" means, for any period, with respect to any Person,
the aggregate of all expenditures by such Person and its Restricted Subsidiaries
for the acquisition or leasing (pursuant to a capital lease) of fixed or capital
assets or additions to equipment (including replacements, capitalized repairs
and improvements during such period) which should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Restricted Subsidiaries.

     "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP, and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty.

     "Capital Stock" means:

          (1) in the case of a corporation, corporate stock;

          (2) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (3) in the case of a partnership or limited liability company,
     partnership interests (whether general or limited) or membership interests;
     and

          (4) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person, but excluding from all of the foregoing any
     debt securities convertible into Capital Stock, whether or not such debt
     securities include any right of participation with Capital Stock.

     "Cash Equivalents" means:

          (1) United States dollars;

          (2) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality of the United
     States government (provided that the full faith and credit of the United
     States is pledged in support of those securities) having maturities of not
     more than six months from the date of acquisition;

          (3) certificates of deposit and eurodollar time deposits with
     maturities of six months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding six months and overnight bank
     deposits, in each case, with any domestic commercial bank having capital
     and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of
     "B" or better;

          (4) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (2) and (3) above
     entered into with any financial institution meeting the qualifications
     specified in clause (3) above;

          (5) commercial paper having one of the two highest ratings obtainable
     from Moody's or S&P and in each case maturing within six months after the
     date of acquisition; and

          (6) money market funds at least 95% of the assets of which constitute
     Cash Equivalents of the kinds described in clauses (1) through (5) of this
     definition.

     "Clearstream" means Clearstream Banking, S.A.

     "Change of Control" means the occurrence of any of the following:

          (1) the direct or indirect sale, transfer, conveyance or other
     disposition (other than by way of merger or consolidation), in one or a
     series of related transactions, of all or substantially all of the
     properties or assets of the Company and its Subsidiaries taken as a whole
     to any "person" (as that term is used in Section 13(d) of the Exchange Act)
     other than the Permitted Holder or a Related Party of the Permitted Holder;

          (2) the adoption of a plan relating to the liquidation or dissolution
     of the Company;

          (3) the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that any
     "person" (as defined above) that is not a Permitted Holder or its Related
     Parties, becomes the Beneficial Owner, directly or indirectly, of more than
     50% of the Voting Stock of the Company, measured by voting power rather
     than number of shares; provided that no Change of Control will be deemed to
     occur pursuant to this clause (3) if the "person" is a corporation with
     outstanding debt securities having a maturity at original issuance of at
     least one year and if such debt securities are rated Investment Grade by
     S&P or Moody's for a period of at least 90 consecutive days, beginning on
     the date of such event (which period will be extended up to 90 additional
     days for as long as the rating of such debt securities is under publicly
     announced consideration for possible downgrading by the applicable rating
     agency); or

          (4) the first day on which a majority of the members of the Board of
     Directors of the Company are not Continuing Directors.

     "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

          (1) an amount equal to any extraordinary loss plus any net loss
     realized by such Person or any of its Restricted Subsidiaries in connection
     with an Asset Sale, to the extent such losses were deducted in computing
     such Consolidated Net Income; plus

          (2) provision for taxes based on income or profits of such Person and
     its Restricted Subsidiaries for such period, to the extent that such
     provision for taxes was deducted in computing such Consolidated Net Income;
     plus

          (3) the Fixed Charges of such Person and its Restricted Subsidiaries
     for such period, to the extent that such Fixed Charges were deducted in
     computing such Consolidated Net Income; plus

          (4) depreciation, amortization (including amortization of intangibles
     but excluding amortization of prepaid cash expenses that were paid in a
     prior period) and other non-cash expenses (excluding any such non-cash
     expense to the extent that it represents an accrual of or reserve for cash
     expenses in any future period or amortization of a prepaid cash expense
     that was paid in a prior period) of such Person and its Restricted
     Subsidiaries for such period to the extent that such depreciation,
     amortization and other non-cash expenses were deducted in computing such
     Consolidated Net Income; minus

          (5) non-cash items increasing such Consolidated Net Income for such
     period, other than the accrual of revenue in accordance with GAAP;

in each case, on a consolidated basis and determined in accordance with GAAP.

     Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash expenses
of, a Restricted Subsidiary of the Company will be added to Consolidated Net
Income to compute Consolidated Cash Flow of the Company only to the extent that
a corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior
governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its stockholders.

     "Consolidated Indebtedness" means, with respect to any Person as of any
date of determination, the sum, without duplication, of (i) the total amount of
Indebtedness of such Person and its Restricted Subsidiaries, plus (ii) the total
amount of Indebtedness of any other Person, to the extent that such Indebtedness
has been Guaranteed by the referent Person or one or more of its Restricted
Subsidiaries, plus (iii) the aggregate liquidation value of all Disqualified
Stock of such Person and all preferred stock of Restricted Subsidiaries of such
Person, in each case, determined on a consolidated basis in accordance with
GAAP.

     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum of (i) the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization or original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations) and (ii) the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period, and (iii) any
interest expense on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of
such Person or one of its Subsidiaries (whether or not such Guarantee or Lien is
called upon) and (iv) the product of (a) all dividend payments on any series of
preferred stock of such Person or any of its Restricted Subsidiaries, times (b)
a fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, in each case, on a consolidated basis and
in accordance with GAAP.

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

          (1) the Net Income (but not loss) of any Person that is not a
     Restricted Subsidiary or that is accounted for by the equity method of
     accounting will be included only to the extent of the amount of dividends
     or similar distributions paid in cash to the specified Person or a
     Restricted Subsidiary of the Person;

          (2) the Net Income of any Restricted Subsidiary will be excluded to
     the extent that the declaration or payment of dividends or similar
     distributions by that Restricted Subsidiary of that Net Income is not at
     the date of determination permitted without any prior governmental approval
     (that has not been obtained) or, directly or indirectly, by operation of
     the terms of its charter or any agreement, instrument, judgment, decree,
     order, statute, rule or governmental regulation applicable to that
     Restricted Subsidiary or its stockholders;

          (3) the cumulative effect of a change in accounting principles will be
     excluded; and

          (4) notwithstanding clause (1) above, the Net Income of any
     Unrestricted Subsidiary will be excluded, except to the extent of any
     distributions thereof made in cash to the specified Person or one of its
     Restricted Subsidiaries.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

          (1) was a member of such Board of Directors immediately following date
     of this Indenture or consummation of the Reorganization; or

          (2) was nominated for election or elected to such Board of Directors
     with the approval of a majority of the Continuing Directors who were
     members of such Board of Directors at the time of such nomination or
     election.

     "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Credit Facilities" means one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders and other
financial institutions providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, or one or more indentures or similar
agreements including any related bonds, notes, debentures, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, in each case, as amended, restated, modified, renewed, refunded,
replaced, extended, supplemented or refinanced (including by means of sales of
debt securities to institutional investors) in whole or in part from time to
time.

     "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

     "Debt to Cash Flow Ratio" means, as of any date of determination, the ratio
of (a) the Consolidated Indebtedness of the Company as of such date to (b) the
Consolidated Cash Flow of the Company for the four most recent full fiscal
quarters ending immediately prior to such date for which internal financial
statements are available, determined on a pro forma basis after giving effect to
all acquisitions or dispositions of assets made by the Company and its
Restricted Subsidiaries from the beginning of such four-quarter period through
and including such date of determination (including any related financing
transactions) as if such acquisitions and dispositions had occurred at the
beginning of such four-quarter period. In addition, for purposes of making the
computation referred to above, (i) acquisitions that have been made by the
Company or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date shall be deemed to have occurred on the first day
of the four-quarter reference period and Consolidated Cash Flow for such
reference period shall be calculated without giving effect to clause (3) of the
proviso set forth in the definition of Consolidated Net Income, and (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded.

     "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A1 hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

     "Deposit" means the $922.5 million initially deposited with the Escrow
Agent under the Escrow Agreement, which at the time of deposit represented 100%
of the aggregate principal amount of the Initial Notes, plus accrued and unpaid
interest on the Notes, to, but not including, November 7, 2003, as such sum may
increase as a result of the investment and reinvestment thereof.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 hereof. The amount of Disqualified Stock
deemed to be outstanding at any time for purposes of this Indenture will be the
maximum amount that the Company and its Restricted Subsidiaries may become
obligated to pay upon the maturity of, or pursuant to any mandatory redemption
provisions of, such Disqualified Stock, exclusive of accrued dividends.

     "Dobson" has the meaning assigned to it in the preamble to this Indenture.

     "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia or that guarantees or otherwise provides direct
credit support for any Indebtedness of the Company.

     "Equipment Lease and Switch Sharing Agreements" means the three Equipment
Lease Agreements and the three Switch Sharing Agreements between Dobson
Operating Co., LLC and ACC, and the one Equipment Lease Agreement between Sygnet
Communications, Inc. and ACC, all dated as of January 1, 2003, which provide for
the leasing or sharing of certain telecommunications equipment between the
parties thereto, including any amendments or modifications thereto; provided,
however, that such amendments or modifications may not adversely affect ACC when
compared with the provisions in place immediately prior to the time of such
amendment.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Equity Offerings" means one or more public or private offerings of Equity
Interests (other than Disqualified Stock) of the Company or cash capital
contributions received by the Company in respect of such Equity Interests.

     "Escrow Agent" means Bank of Oklahoma, National Association.

     "Escrow Agreement" means the Escrow Agreement, dated as of August 8, 2003,
by and among Escrow Corp., the Trustee and the Escrow Agent.

     "Escrow Corp. Merger" has the meaning assigned to it in the preamble to
this Indenture.

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.

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

     "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

     "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

     "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

     "Existing Indebtedness" means up to $35.0 million in aggregate principal
amount of Indebtedness of the Company and its Restricted Subsidiaries in
existence on the date of the Reorganization, including the unpaid principal
amount, if any, of ACC's outstanding 9 1/2% Senior Subordinated Notes due 2009
remaining outstanding upon consummation of the Reorganization.

     "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors of
the Company (unless otherwise provided in this Indenture).

     "Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

          (1) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued,
     including, without limitation, amortization of debt issuance costs and
     original issue discount, non-cash interest payments, the interest component
     of any deferred payment obligations, the interest component of all payments
     associated with Capital Lease Obligations, commissions, discounts and other
     fees and charges incurred in respect of letter of credit or bankers'
     acceptance financings, and net of the effect of all payments made or
     received pursuant to Hedging Obligations in respect of interest rates; plus

          (2) the consolidated interest of such Person and its Restricted
     Subsidiaries that was capitalized during such period; plus

          (3) any interest accruing on Indebtedness of another Person that is
     Guaranteed by such Person or one of its Restricted Subsidiaries or secured
     by a Lien on assets of such Person or one of its Restricted Subsidiaries,
     whether or not such Guarantee or Lien is called upon; plus

          (4) the product of (a) all dividends, whether paid or accrued and
     whether or not in cash, on any series of preferred stock of such Person or
     any of its Restricted Subsidiaries, other than dividends on Equity
     Interests payable solely in Equity Interests of the Company (other than
     Disqualified Stock) or to the Company or a Restricted Subsidiary of the
     Company, times (b) a fraction, the numerator of which is one and the
     denominator of which is one minus the then current combined federal, state
     and local statutory tax rate of such Person, expressed as a decimal, in
     each case, on a consolidated basis and in accordance with GAAP.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by the SEC or a significant segment of the
accounting profession, which are in effect from time to time.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, substantially in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4),
2.06(d)(2) or 2.06(f) hereof.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

     "Guarantors" means each subsidiary that executes a Note Guarantee in
accordance with the provisions of this Indenture and their respective successors
and assigns.

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

          (1) interest rate swap agreements (whether from fixed to floating or
     from floating to fixed), interest rate cap agreements and interest rate
     collar agreements;

          (2) other agreements or arrangements designed to manage interest rates
     or interest rate risk; and

          (3) other agreements or arrangements designed to protect such Person
     against fluctuations in currency exchange rates or commodity prices.

     "Holder" means a Person in whose name a Note is registered.

     "IAI Global Note" means a Global Note substantially in the form of Exhibit
A1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

     "Indebtedness" means, with respect to any specified Person, any outstanding
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:

          (1) in respect of borrowed money;

          (2) evidenced by bonds, notes, debentures or similar instruments or
     letters of credit (or reimbursement agreements in respect thereof);

          (3) in respect of banker's acceptances;

          (4) representing Capital Lease Obligations;

          (5) representing the balance deferred and unpaid of the purchase price
     of any property or services due more than six months after such property is
     acquired or such services are completed; or

          (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the
Guarantee by the specified Person of any Indebtedness of any other Person.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Notes" means the first $900.0 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

     "Initial Purchasers" means Bear, Stearns & Co Inc. and Morgan Stanley and
Co. Incorporated.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

     "Investment Grade" means a rating of at least BBB--, in the case of S&P, or
Baa3, in the case of Moody's.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition equal to the Fair Market Value of
the Company's Investments in such Equity Interests in such Subsidiary that were
not sold or disposed of in an amount determined as provided in the final
paragraph of Section 4.07 hereof. The acquisition by the Company or any
Subsidiary of the Company of a Person that holds an Investment in a third Person
will be deemed to be an Investment by the Company or such Subsidiary in such
third Person in an amount equal to the Fair Market Value of the Investments held
by the acquired Person in such third Person in an amount determined as provided
in the final paragraph of Section 4.07 hereof. Except as otherwise provided in
this Indenture, the amount of an Investment will be determined at the time the
Investment is made and without giving effect to subsequent changes in value.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     "Liquidated Damages" means all Liquidated Damages then owing pursuant to
the Registration Rights Agreement.

     "Management Agreement" means the Amended and Restated Management Agreement
between Dobson Cellular Systems, Inc. and ACC Acquisition LLC, dated as of
February 25, 2000, together with any amendments or changes thereto made in
connection with the Reorganization to provide for substantially similar terms,
duties, responsibilities and compensation and to reflect that AT&T Wireless will
no longer be an owner of ACC.

     "Moody's" means Moody's Investors Service, Inc.

     "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

          (1) any gain (but not loss), together with any related provision for
     taxes on such gain (but not loss), realized in connection with: (a) any
     Asset Sale; or (b) the disposition of any securities by such Person or any
     of its Restricted Subsidiaries and

          (2) any extraordinary gain (but not loss), together with any related
     provision for taxes on such extraordinary gain (but not loss).

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Indebtedness under a Credit
Facility, secured by a Lien on the asset or assets that were the subject of such
Asset Sale and any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP.

     "Non-Recourse Debt" means Indebtedness:

          (1) as to which neither the Company nor any of its Restricted
     Subsidiaries (a) provides credit support of any kind (including any
     undertaking, agreement or instrument that would constitute Indebtedness),
     (b) is directly or indirectly liable as a guarantor or otherwise, or (c)
     constitutes the lender;

          (2) no default with respect to which (including any rights that the
     holders of the Indebtedness may have to take enforcement action against an
     Unrestricted Subsidiary) would permit upon notice, lapse of time or both
     any holder of any other Indebtedness of the Company or any of its
     Restricted Subsidiaries to declare a default on such other Indebtedness or
     cause the payment of the Indebtedness to be accelerated or payable prior to
     its Stated Maturity; and

          (3) as to which the lenders have been notified in writing that they
     will not have any recourse to the stock or assets of the Company or any of
     its Restricted Subsidiaries.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture. "Notes" has the meaning assigned to it in the
preamble to this Indenture. The Initial Notes and the Additional Notes shall be
treated as a single class for all purposes under this Indenture, and unless the
context otherwise requires, all references to the Notes shall include the
Initial Notes and any Additional Notes.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 12.05
hereof.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 12.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

     "Permitted Business" means (1) the delivery or distribution of
telecommunications, voice, data, internet or video services and (2) any business
or activity reasonably related or ancillary thereto, including, without
limitation, any business conducted by Dobson or ACC on the date of this
Indenture and the acquisition, holding or exploitation of any license relating
to the delivery of the services described in clause (1) of this definition.

     "Permitted Holder" means Dobson Communications Corporation and its
Subsidiaries, Dobson CC Limited Partnership and/or Everett R. Dobson.

     "Permitted Investments" means:

          (1) any Investment in the Company or in a 75% owned Restricted
     Subsidiary of the Company;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by the Company or any Restricted Subsidiary of the
     Company in a Person, if as a result of such Investment:

               (a) such Person becomes a Restricted Subsidiary of the Company
          and a Guarantor; or

               (b) such Person is merged, consolidated or amalgamated with or
          into, or transfers or conveys substantially all of its assets to, or
          is liquidated into, the Company or a Restricted Subsidiary of the
          Company;

          (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with Section 4.10 hereof.

          (5) any acquisition of assets or Capital Stock to the extent made in
     exchange for the issuance of Equity Interests (other than Disqualified
     Stock) of the Company;

          (6) any Investments received in compromise or resolution of (A)
     obligations of trade creditors or customers that were incurred in the
     ordinary course of business of the Company or any of its Restricted
     Subsidiaries, including pursuant to any plan of reorganization or similar
     arrangement upon the bankruptcy or insolvency of any trade creditor or
     customer; or (B) litigation, arbitration or other disputes with Persons who
     are not Affiliates;

          (7) Investments represented by Hedging Obligations;

          (8) loans or advances to employees made in the ordinary course of
     business of the Company or a Restricted Subsidiary of the Company in an
     aggregate principal amount not to exceed $3.0 million at any one time
     outstanding;

          (9) repurchases of the Notes; and

          (10) other Investments in any Person other than an Affiliate of the
     Company having an aggregate Fair Market Value (measured on the date each
     such Investment was made and without giving effect to subsequent changes in
     value), when taken together with all other Investments made pursuant to
     this clause (10) that are at the time outstanding not to exceed $5.0
     million.

     "Permitted Liens" means:

          (1) Liens on assets of the Company or any Guarantor or any of its
     Restricted Subsidiaries securing Indebtedness and other Obligations under
     Credit Facilities that was incurred pursuant to either clause (1) or clause
     (12) of the definition of Permitted Debt and/or securing Hedging
     Obligations related thereto;

          (2) Liens in favor of the Company or the Guarantors;

          (3) Liens on property of a Person existing at the time such Person is
     merged with or into or consolidated with the Company or any Subsidiary of
     the Company; provided that such Liens were in existence prior to the
     contemplation of such merger or consolidation and do not extend to any
     assets other than those of the Person merged into or consolidated with the
     Company or the Subsidiary;

          (4) Liens on property (including Capital Stock) existing at the time
     of acquisition of the property by the Company or any Subsidiary of the
     Company, provided that such Liens were in existence prior to, such
     acquisition, and not incurred in contemplation of, such acquisition;

          (5) Liens to secure the performance of statutory obligations, surety
     or appeal bonds, performance bonds or other obligations of a like nature
     incurred in the ordinary course of business;

          (6) Liens to secure Indebtedness (including Capital Lease Obligations)
     permitted by clause (4) of the second paragraph of Section 4.09 hereof
     covering only the assets acquired with or financed by such Indebtedness;

          (7) Liens existing on the date of this Indenture;

          (8) Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently concluded,
     provided that any reserve or other appropriate provision as is required in
     conformity with GAAP has been made therefor;

          (9) Liens imposed by law, such as carriers', warehousemen's,
     landlord's and mechanics' Liens, in each case, incurred in the ordinary
     course of business;

          (10) survey exceptions, easements or reservations of, or rights of
     others for, licenses, rights-of-way, sewers, electric lines, telegraph and
     telephone lines and other similar purposes, or zoning or other restrictions
     as to the use of real property that were not incurred in connection with
     Indebtedness and that do not in the aggregate materially adversely affect
     the value of said properties or materially impair their use in the
     operation of the business of such Person;

          (11) Liens created for the benefit of (or to secure) the Notes (or
     Guarantees of the Notes);

          (12) Liens to secure any Permitted Refinancing Indebtedness permitted
     to be incurred under this Indenture; provided, however, that:

               (a) the new Lien shall be limited to all or part of the same
          property and assets that secured or, under the written agreements
          pursuant to which the original Lien arose, could secure the original
          Lien (plus improvements and accessions to, such property or proceeds
          or distributions thereof); and

               (b) the Indebtedness secured by the new Lien is not increased to
          any amount greater than the sum of (x) the outstanding principal
          amount or, if greater, committed amount, of the Permitted Referencing
          Indebtedness and (y) an amount necessary to pay any fees and expenses,
          including premiums, related to such refinancings, refunding,
          extension, renewal or replacement;

          (13) Liens on property of ACC existing at the time Escrow Corp. merges
     with ACC, except for Liens created or otherwise incurred to secure any of
     ACC's outstanding 9 1/2% Senior Subordinated Notes due 2009; and

          (14) Liens incurred in the ordinary course of business of the Company
     or any Restricted Subsidiary of the Company with respect to obligations
     that do not exceed $5.0 million at any one time outstanding.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to refund, refinance, replace, defease or discharge
other Indebtedness of the Company or any of its Restricted Subsidiaries (other
than intercompany Indebtedness); provided that:

          (1) the principal amount (or accreted value, if applicable) of such
     Permitted Refinancing Indebtedness does not exceed the principal amount (or
     accreted value, if applicable) of the Indebtedness extended, refinanced,
     renewed, replaced, defeased or refunded (plus all accrued interest on the
     Indebtedness and the amount of all expenses and premiums incurred in
     connection therewith);

          (2) such Permitted Refinancing Indebtedness has a final maturity date
     later than the final maturity date of, and has a Weighted Average Life to
     Maturity equal to or greater than the Weighted Average Life to Maturity of,
     the Indebtedness being extended, refinanced, renewed, replaced, defeased or
     refunded;

          (3) if the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded is subordinated in right of payment to the Notes, such
     Permitted Refinancing Indebtedness has a final maturity date later than the
     final maturity date of, and is subordinated in right of payment to, the
     Notes on terms at least as favorable to the Holders of Notes as those
     contained in the documentation governing the Indebtedness being extended,
     refinanced, renewed, replaced, defeased or refunded; and

          (4) such Indebtedness is incurred either by the Company or by the
     Restricted Subsidiary who is the obligor on the Indebtedness being
     extended, refinanced, renewed, replaced, defeased or refunded or any other
     Restricted Subsidiary that is a Guarantor.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(1)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of August 8, 2003, among ACC, Escrow Corp., the Guarantors and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements among the Company,
the Guarantors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

     "Regulation S" means Regulation S promulgated under the Securities Act.

     "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

     "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

     "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

     "Related Party" means:

          (1) any immediate family member of a Permitted Holder; or

          (2) any trust, corporation, partnership or other entity, the
     beneficiaries, stockholders, partners, owners or Persons beneficially
     holding an 80% or more controlling interest of which consists of a
     Permitted Holder and/or such other Persons referred to in the immediately
     preceding clause (1).

     "Reorganization" has the meaning assigned to it in the preamble to this
Indenture.

     "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

     "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

     "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

     "Rule 144" means Rule 144 promulgated under the Securities Act.

     "Rule 144A" means Rule 144A promulgated under the Securities Act.

     "Rule 903" means Rule 903 promulgated under the Securities Act.

     "Rule 904" means Rule 904 promulgated the Securities Act.

     "S&P" means Standard & Poor's Ratings Group.

     "SEC" means the Securities and Exchange Commission.

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

     "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture and as amended from time to time.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

     "Subsidiary" means, with respect to any specified Person:

          (1) any corporation, association or other business entity of which
     more than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency and after giving
     effect to any voting agreement or stockholders' agreement that effectively
     transfers voting power) to vote in the election of directors, managers or
     trustees of the corporation, association or other business entity is at the
     time owned or controlled, directly or indirectly, by that Person or one or
     more of the other Subsidiaries of that Person (or a combination thereof);
     and

          (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are that Person or one or more
     Subsidiaries of that Person (or any combination thereof).

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA.

     "Tax-Sharing Agreement" means for so long as Escrow Corp. (or any
successor, including by way of merger with ACC, if applicable) is a member of a
group filing a consolidated or combined tax return with Dobson, the agreement,
as amended, restated, modified, renewed or replaced in whole or in part from
time to time, governing payments to Dobson provided that the amount of such
payments shall equal the amount of the relevant tax (including any penalties and
interest) that the Company (or such successor) would owe if the Company (or such
successor) were filing a separate tax return (or a separate consolidated or
combined return with its Subsidiaries that are members of its consolidated or
combined group), taking into account any carryovers of tax attributes (such as
net operating losses) of the Company (or such successor) and such Subsidiaries
from other taxable years.

     "Trustee" means the party named as such in the preamble to this Indenture
until a successor replaces it in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder.

     "Unrestricted Global Note" means a permanent global Note substantially in
the form of Exhibit A1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

          (1) has no Indebtedness other than Non-Recourse Debt;

          (2) except as permitted by Section 4.11 hereof, is not party to any
     agreement, contract, arrangement or understanding with the Company or any
     Restricted Subsidiary of the Company unless the terms of any such
     agreement, contract, arrangement or understanding are no less favorable to
     the Company or such Restricted Subsidiary than those that might be obtained
     at the time from Persons who are not Affiliates of the Company;

          (3) is a Person with respect to which neither the Company nor any of
     its Restricted Subsidiaries has any direct or indirect obligation (a) to
     subscribe for additional Equity Interests or (b) to maintain or preserve
     such Person's financial condition or to cause such Person to achieve any
     specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Company or any of its Restricted
     Subsidiaries.

     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; (2) no Default or Event of Default would be in existence
following such designation and (3) if such Restricted Subsidiary is a Domestic
Subsidiary, it issues the Guarantee of the Notes as required by this Indenture.

     "U.S. Person" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote generally in the election of the
Board of Directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

          (1) the sum of the products obtained by multiplying (a) the amount of
     each then remaining installment, sinking fund, serial maturity or other
     required payments of principal, including payment at final maturity, in
     respect of the Indebtedness, by (b) the number of years (calculated to the
     nearest one-twelfth) that will elapse between such date and the making of
     such payment; by

          (2) the then outstanding principal amount of such Indebtedness.

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

Section 1.02  Other Definitions.
                                                                      Defined in
        Term                                                            Section
        "Affiliate Transaction"...................................       4.11
        "Asset Sale Offer"........................................       3.09
        "Authentication Order"....................................       2.02
        "Change of Control Offer".................................       4.15
        "Change of Control Payment"...............................       4.15
        "Change of Control Payment Date"..........................       4.15
        "Covenant Defeasance".....................................       8.03
        "DTC".....................................................       2.03
        "Event of Default"........................................       6.01
        "Excess Proceeds".........................................       4.10
        "incur"...................................................       4.09
        "Legal Defeasance"........................................       8.02
        "Offer Amount"............................................       3.09
        "Offer Period"............................................       3.09
        "Paying Agent"............................................       2.03
        "Permitted Debt"..........................................       4.09
        "Purchase Date"...........................................       3.09
        "Registrar"...............................................       2.03
        "Restricted Payments".....................................       4.07
        "Special Mandatory Redemption Date".......................       3.08

Section 1.03  Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes;

     "indenture security Holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

Section 1.04 Rules of Construction.

     Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (3) "or" is not exclusive;

          (4) words in the singular include the plural, and in the plural
     include the singular;

          (5) "will" shall be interpreted to express a command;

          (6) provisions apply to successive events and transactions; and

          (7) references to sections of or rules under the Securities Act will
     be deemed to include substitute, replacement of successor sections or rules
     adopted by the SEC from time to time.

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01 Form and Dating.

     (a) General. The Notes and the Trustee's certificate of authentication will
be substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
will be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

     The terms and provisions contained in the Notes will constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

     (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibits A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

     (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream Bank, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Restricted Period will be terminated
upon the receipt by the Trustee of:

          (1) a written certificate from the Depositary, together with copies of
     certificates from Euroclear and Clearstream Bank certifying that they have
     received certification of non-United States beneficial ownership of 100% of
     the aggregate principal amount of the Regulation S Temporary Global Note
     (except to the extent of any beneficial owners thereof who acquired an
     interest therein during the Restricted Period pursuant to another exemption
     from registration under the Securities Act and who will take delivery of a
     beneficial ownership interest in a 144A Global Note or an IAI Global Note
     bearing a Private Placement Legend, all as contemplated by Section 2.06(b)
     hereof); and

          (2) an Officers' Certificate from the Company.

     Following the termination of the Restricted Period, beneficial interests in
the Regulation S Temporary Global Note will be exchanged for beneficial
interests in Regulation S Permanent Global Notes pursuant to the Applicable
Procedures. Simultaneously with the authentication of Regulation S Permanent
Global Notes, the Trustee will cancel the Regulation S Temporary Global Note.
The aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

     (d) Euroclear and Clearstream Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream will be applicable to transfers
of beneficial interests in the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearsteam.

Section 2.02 Execution and Authentication.

     Two Officers must sign the Notes for the Company by manual or facsimile
signature.

     If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note will nevertheless be valid.

     A Note will not be valid until authenticated by the manual signature of the
Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

     The Trustee will, upon receipt of a written order of the Company signed by
two Officers (an "Authentication Order"), authenticate Notes for original issue
up to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

     The Company will maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
will keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company will notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

     The Company will require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Liquidated Damages, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) will have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
will segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee will serve as Paying Agent for
the Notes.

Section 2.05 Holder Lists.

     The Trustee will preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of all Holders
and shall otherwise comply with TIA ss. 312(a). If the Trustee is not the
Registrar, the Company will furnish to the Trustee at least seven Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the
Company shall otherwise comply with TIA ss. 312(a).

Section 2.06 Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

          (1) the Company delivers to the Trustee notice from the Depositary
     that it is unwilling or unable to continue to act as Depositary or that it
     is no longer a clearing agency registered under the Exchange Act and, in
     either case, a successor Depositary is not appointed by the Company within
     120 days after the date of such notice from the Depositary; or

          (2) the Company in its sole discretion determines that the Global
     Notes (in whole but not in part) should be exchanged for Definitive Notes
     and delivers a written notice to such effect to the Trustee; provided that
     in no event shall the Regulation S Temporary Global Note be exchanged by
     the Company for Definitive Notes prior to (x) the expiration of the
     Restricted Period and (y) the receipt by the Registrar of any certificates
     required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

     Upon the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

          (1) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Regulation S Temporary Global Note may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser). Beneficial interests in any Unrestricted Global
     Note may be transferred to Persons who take delivery thereof in the form of
     a beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(1).

          (2) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(1) above, the transferor
     of such beneficial interest must deliver to the Registrar either:

               (A) both:

                    (i) a written order from a Participant or an Indirect
               Participant given to the Depositary in accordance with the
               Applicable Procedures directing the Depositary to credit or cause
               to be credited a beneficial interest in another Global Note in an
               amount equal to the beneficial interest to be transferred or
               exchanged; and

                    (ii) instructions given in accordance with the Applicable
               Procedures containing information regarding the Participant
               account to be credited with such increase; or

               (B) both:

                    (i) a written order from a Participant or an Indirect
               Participant given to the Depositary in accordance with the
               Applicable Procedures directing the Depositary to cause to be
               issued a Definitive Note in an amount equal to the beneficial
               interest to be transferred or exchanged; and

                    (ii) instructions given by the Depositary to the Registrar
               containing information regarding the Person in whose name such
               Definitive Note shall be registered to effect the transfer or
               exchange referred to in (i) above; provided that in no event
               shall Definitive Notes be issued upon the transfer or exchange of
               beneficial interests in the Regulation S Temporary Global Note
               prior to (A) the expiration of the Restricted Period and (B) the
               receipt by the Registrar of any certificates required pursuant to
               Rule 903 under the Securities Act. Upon consummation of an
               Exchange Offer by the Company in accordance with Section 2.06(f)
               hereof, the requirements of this Section 2.06(b)(2) shall be
               deemed to have been satisfied upon receipt by the Registrar of
               the instructions contained in the Letter of Transmittal delivered
               by the Holder of such beneficial interests in the Restricted
               Global Notes. Upon satisfaction of all of the requirements for
               transfer or exchange of beneficial interests in Global Notes
               contained in this Indenture and the Notes, the Trustee shall
               adjust the principal amount of the relevant Global Note(s)
               pursuant to Section 2.06(h) hereof.

          (3) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(2) above and the
     Registrar receives the following:

               (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof;

               (B) if the transferee will take delivery in the form of a
          beneficial interest in the Regulation S Temporary Global Note or the
          Regulation S Global Note, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (2) thereof; and

               (C) if the transferee will take delivery in the form of a
          beneficial interest in the IAI Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications, certificates and Opinion of Counsel required by item
          (3) thereof, if applicable.

          (4) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in an Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(2) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (i) a
          Broker-Dealer, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) a Person who is an affiliate (as defined in
          Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Note, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (1)(a) thereof; or

                    (ii) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

     Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (1) Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes. If any holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

               (G) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

          (2) Beneficial Interests in Regulation S Temporary Global Note to
     Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Note may not be
     exchanged for a Definitive Note or transferred to a Person who takes
     delivery thereof in the form of a Definitive Note prior to (A) the
     expiration of the Restricted Period and (B) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

          (3) Beneficial Interests in Restricted Global Notes to Unrestricted
     Definitive Notes. A holder of a beneficial interest in a Restricted Global
     Note may exchange such beneficial interest for an Unrestricted Definitive
     Note or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (i) a
          Broker-Dealer, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) a Person who is an affiliate (as defined in
          Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Definitive Note that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                    (ii) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Note that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          (4) Beneficial Interests in Unrestricted Global Notes to Unrestricted
     Definitive Notes. If any holder of a beneficial interest in an Unrestricted
     Global Note proposes to exchange such beneficial interest for a Definitive
     Note or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Definitive Note, then, upon satisfaction of the
     conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause
     the aggregate principal amount of the applicable Global Note to be reduced
     accordingly pursuant to Section 2.06(h) hereof, and the Company will
     execute and the Trustee will authenticate and deliver to the Person
     designated in the instructions a Definitive Note in the appropriate
     principal amount. Any Definitive Note issued in exchange for a beneficial
     interest pursuant to this Section 2.06(c)(3) will be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest requests through instructions to the
     Registrar from or through the Depositary and the Participant or Indirect
     Participant. The Trustee will deliver such Definitive Notes to the Persons
     in whose names such Notes are so registered. Any Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will
     not bear the Private Placement Legend.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

          (1) Restricted Definitive Notes to Beneficial Interests in Restricted
     Global Notes. If any Holder of a Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Restricted Definitive Notes to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Note,
     then, upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such Restricted Definitive Note proposes to
          exchange such Note for a beneficial interest in a Restricted Global
          Note, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Restricted Definitive Note is being transferred to a
          QIB in accordance with Rule 144A, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (1)
          thereof;

               (C) if such Restricted Definitive Note is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

               (D) if such Restricted Definitive Note is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications in
          item (3)(a) thereof;

               (E) if such Restricted Definitive Note is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F) if such Restricted Definitive Note is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof; or

               (G) if such Restricted Definitive Note is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof,

          the Trustee will cancel the Restricted Definitive Note, increase or
          cause to be increased the aggregate principal amount of, in the case
          of clause (A) above, the appropriate Restricted Global Note, in the
          case of clause (B) above, the 144A Global Note, in the case of clause
          (C) above, the Regulation S Global Note, and in all other cases, the
          IAI Global Note.

          (2) Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Note
     only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a Broker-Dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the Holder of such Definitive Notes proposes to
               exchange such Notes for a beneficial interest in the Unrestricted
               Global Note, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(c)
               thereof; or

                    (ii) if the Holder of such Definitive Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (3) Unrestricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Definitive Notes to a Person who takes delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note at any
     time. Upon receipt of a request for such an exchange or transfer, the
     Trustee will cancel the applicable Unrestricted Definitive Note and
     increase or cause to be increased the aggregate principal amount of one of
     the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or
     (3) above at a time when an Unrestricted Global Note has not yet been
     issued, the Company will issue and, upon receipt of an Authentication Order
     in accordance with Section 2.02 hereof, the Trustee will authenticate one
     or more Unrestricted Global Notes in an aggregate principal amount equal to
     the principal amount of Definitive Notes so transferred.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

          (1) Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a Broker-Dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the Holder of such Restricted Definitive Notes
               proposes to exchange such Notes for an Unrestricted Definitive
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(d) thereof; or

                    (ii) if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Company to the effect that such exchange or transfer
          is in compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

          (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A
     Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
     who takes delivery thereof in the form of an Unrestricted Definitive Note.
     Upon receipt of a request to register such a transfer, the Registrar shall
     register the Unrestricted Definitive Notes pursuant to the instructions
     from the Holder thereof.

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company will issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
will authenticate:

          (1) one or more Unrestricted Global Notes in an aggregate principal
     amount equal to the principal amount of the beneficial interests in the
     Restricted Global Notes tendered into the Exchange Offer by Persons that
     certify in the applicable Letters of Transmittal that (A) they are not
     Broker-Dealers, (B) they are not participating in a distribution of the
     Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of
     the Company; and

          (2) Unrestricted Definitive Notes in an aggregate principal amount
     equal to the principal amount of the Restricted Definitive Notes accepted
     for exchange in the Exchange Offer.

     Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

     (g) Legends. The following legends will appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

          (1) Private Placement Legend.

               (A) Except as permitted by subparagraph (B) below, each Global
          Note and each Definitive Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) IN THE UNITED STATES TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a)(1), (2),
(3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")) THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER
OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2),
          (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes
          issued in exchange therefor or substitution thereof) will not bear the
          Private Placement Legend.

          (2) Global Note Legend. Each Global Note will bear a legend in
     substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AMERICAN CELLULAR
CORPORATION.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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."

          (3) Regulation S Temporary Global Note Legend. The Regulation S
     Temporary Global Note will bear a legend in substantially the following
     form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

     (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.

          (1) To permit registrations of transfers and exchanges, the Company
     will execute and the Trustee will authenticate Global Notes and Definitive
     Notes upon receipt of an Authentication Order in accordance with Section
     2.02 or at the Registrar's request.

          (2) No service charge will be made to a Holder of a Global Note or to
     a Holder of a Definitive Note for any registration of transfer or exchange,
     but the Company may require payment of a sum sufficient to cover any
     transfer tax or similar governmental charge payable in connection therewith
     (other than any such transfer taxes or similar governmental charge payable
     upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15
     and 9.05 hereof).

          (3) The Registrar will not be required to register the transfer of or
     exchange any Note selected for redemption in whole or in part, except the
     unredeemed portion of any Note being redeemed in part.

          (4) All Global Notes and Definitive Notes issued upon any registration
     of transfer or exchange of Global Notes or Definitive Notes will be the
     valid obligations of the Company, evidencing the same debt, and entitled to
     the same benefits under this Indenture, as the Global Notes or Definitive
     Notes surrendered upon such registration of transfer or exchange.

          (5) The Company will not be required:

               (A) to issue, to register the transfer of or to exchange any
          Notes during a period beginning at the opening of business 15 days
          before the day of any selection of Notes for redemption under Section
          3.02 hereof and ending at the close of business on the day of
          selection;

               (B) to register the transfer of or to exchange any Note selected
          for redemption in whole or in part, except the unredeemed portion of
          any Note being redeemed in part; or

               (C) to register the transfer of or to exchange a Note between a
          record date and the next succeeding interest payment date.

          (6) Prior to due presentment for the registration of a transfer of any
     Note, the Trustee, any Agent and the Company may deem and treat the Person
     in whose name any Note is registered as the absolute owner of such Note for
     the purpose of receiving payment of principal of and interest on such Notes
     and for all other purposes, and none of the Trustee, any Agent or the
     Company shall be affected by notice to the contrary.

          (7) The Trustee will authenticate Global Notes and Definitive Notes in
     accordance with the provisions of Section 2.02 hereof.

          (8) All certifications, certificates and Opinions of Counsel required
     to be submitted to the Registrar pursuant to this Section 2.06 to effect a
     registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and will
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note.

     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

     If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes will
be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, will
authenticate temporary Notes. Temporary Notes will be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

     Holders of temporary Notes will be entitled to all of the benefits of this
Indenture.

Section 2.11 Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent will forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no
one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will destroy canceled Notes
(subject to the record retention requirement of the Exchange Act). Certification
of the destruction of all canceled Notes will be delivered to the Company. The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it will pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

          (1) the clause of this Indenture pursuant to which the redemption
     shall occur;

          (2) the redemption date;

          (3) the principal amount of Notes to be redeemed; and

          (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

          (1) if the Notes are listed on any national securities exchange, in
     compliance with the requirements of the principal national securities
     exchange on which the Notes are listed; or

          (2) if the Notes are not listed on any national securities exchange,
     on a pro rata basis, by lot or by such method as the Trustee shall deem
     fair and appropriate.

     In the event of partial redemption or purchase by lot, the particular Notes
to be redeemed or purchased will be selected, unless otherwise provided herein,
not less than 30 nor more than 60 days prior to the redemption or purchase date
by the Trustee from the outstanding Notes not previously called for redemption
or purchase.

     The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03 Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company will mail or cause to be
mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 of this Indenture.

     The notice will identify the Notes to be redeemed and will state:

          (1) the redemption date;

          (2) the redemption price;

          (3) if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a new Note or Notes in principal amount
     equal to the unredeemed portion will be issued upon cancellation of the
     original Note;

          (4) the name and address of the Paying Agent;

          (5) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the redemption price;

          (6) that, unless the Company defaults in making such redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the redemption date;

          (7) the paragraph of the Notes and/or Section of this Indenture
     pursuant to which the Notes called for redemption are being redeemed; and

          (8) that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee will give the notice of redemption in
the Company's name and at its expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.04 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

     One Business Day prior to the redemption or purchase price date, the
Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest and Liquidated
Damages, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest and Liquidated Damages, if any, on, all Notes to be redeemed or
purchased.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

     Upon surrender of a Note that is redeemed or purchased in part, the Company
will issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

     (a) At any time prior to August 1, 2006, the Company may on any one or more
occasions redeem a portion of the outstanding Notes, as long as at least $600.0
million in aggregate principal amount of Notes (including any additional Notes
subsequently issued under this Indenture) remains outstanding after the
redemption, at a redemption price of 110.000% of the principal amount, plus
accrued and unpaid interest and Liquidated Damages, if any, to the redemption
date, with the net cash proceeds of one or more Equity Offerings (other than
Disqualified Stock); provided that the redemption occurs within 60 days of the
date of the closing of such Equity Offering.

     (b) Except pursuant to the preceding paragraph, the Notes will not be
redeemable at the Company's option prior to August 1, 2007.

     (c) On or after August 1, 2007, the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on August 1 of the years indicated below, subject to the rights
of Holders of the Notes on the relevant record date to receive interest on the
relevant interest payment date:

        Year                                                       Percentage
        ----                                                       ----------
        2007.......................................................  105.000%
        2008.......................................................  102.500%
        2009 and thereafter........................................  100.000%

     (d) Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

Section 3.08 Escrow of Proceeds; Special Mandatory Redemption.

     (a) Except as set forth in clause (b) of this Section 3.08 or under
Sections 4.10 and 4.15 hereof, the Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

     (b) In accordance with the terms and conditions of the Escrow Agreement,
and using the Deposit, Escrow Corp. shall redeem all and not less than all of
the Initial Notes on November 8, 2003, or such earlier date as Escrow Corp.
shall elect (the "Special Mandatory Redemption Date"), if the Escrow Corp.
Merger has not occurred on or prior to the Special Mandatory Redemption Date, at
a redemption price equal to 100% of the aggregate principal amount of the Notes,
plus accrued and unpaid interest thereon through and including the Special
Mandatory Redemption Date or through November 6, 2003 in the event the Special
Mandatory Redemption Date is November 7 or November 8, 2003. Upon the closing of
the Escrow Corp. Merger on or before the Special Mandatory Redemption Date, the
foregoing provisions of this Section 3.08(b) shall be null and void. The Special
Mandatory Redemption Date shall be no more than two days after the date on which
the parties to the Escrow Agreement decide to terminate the Escrow Agreement.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10 hereof, the Company is required
to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"),
it will follow the procedures specified below.

     The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales and assets. The Asset Sale Offer will remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business Days, except to the extent that a longer period is required by
applicable law (the "Offer Period"). No later than three Business Days after the
termination of the Offer Period (the "Purchase Date"), the Company will apply
all Excess Proceeds (the "Offer Amount") to the purchase of Notes and such other
pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than
the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased will be
made in the same manner as interest payments are made.

     If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, and
Liquidated Damages, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

     Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:

          (1) that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
     will remain open;

          (2) the Offer Amount, the purchase price and the Purchase Date;

          (3) that any Note not tendered or accepted for payment will continue
     to accrue interest;

          (4) that, unless the Company defaults in making such payment, any Note
     accepted for payment pursuant to the Asset Sale Offer will cease to accrue
     interest after the Purchase Date;

          (5) that Holders electing to have a Note purchased pursuant to an
     Asset Sale Offer may elect to have Notes purchased in integral multiples of
     $1,000 only;

          (6) that Holders electing to have a Note purchased pursuant to any
     Asset Sale Offer will be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Note
     completed, or transfer by book-entry transfer, to the Company, a
     Depositary, if appointed by the Company, or a Paying Agent at the address
     specified in the notice at least three days before the Purchase Date;

          (7) that Holders will be entitled to withdraw their election if the
     Company, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, a telegram, telex,
     facsimile transmission or letter setting forth the name of the Holder, the
     principal amount of the Note the Holder delivered for purchase and a
     statement that such Holder is withdrawing his election to have such Note
     purchased;

          (8) that, if the aggregate principal amount of Notes and other pari
     passu Indebtedness surrendered by Holders exceeds the Offer Amount, the
     Company will select the Notes and other pari passu Indebtedness to be
     purchased on a pro rata basis based on the principal amount of Notes and
     such other pari passu Indebtedness surrendered (with such adjustments as
     may be deemed appropriate by the Company so that only Notes in
     denominations of $1,000, or integral multiples thereof, will be purchased);
     and

          (9) that Holders whose Notes were purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered (or transferred by book-entry transfer).

     On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. 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 Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company will promptly issue a new Note, and the
Trustee, upon written request from the Company will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall 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 Purchase Date.

     Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01 Payment of Notes.

     The Company will pay or cause to be paid the principal of, premium, if any,
and interest and Liquidated Damages, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and
Liquidated Damages, if any will be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. The Company will pay all Liquidated Damages, if
any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

     The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

     The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes 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
fails to maintain any such required office or agency or fails 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.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes 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 will in any manner relieve the Company of
its obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York 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.

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 Reports.

     (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
     the Company were required to file such forms, including a "Management's
     Discussion and Analysis of Financial Condition and Results of Operations"
     and, with respect to the annual information only, a report thereon by the
     Company's certified independent accountants; and

          (2) all current reports that would be required to be filed with the
     SEC on Form 8-K if the Company were required to file such reports.

     The Company shall prepare all such reports in accordance with all of the
rules and regulations applicable to such reports, in all material respects. The
Company's annual report on Form 10-K shall include a report on the Company's
consolidated financial statements by the Company's certified independent
accountants; provided, that certifications required under the Sarbanes-Oxley Act
and any corresponding rules of the SEC shall be required to be provided only to
the extent required of so-called "voluntary filers."

     In addition, following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, whether or not required by the SEC, the
Company shall file a copy of all of the information and reports referred to in
clauses (1) and (2) above with the SEC for public availability within the time
periods specified in the SEC's rules and regulations (unless the SEC will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request. The Company shall at all times comply
with TIA ss. 314(a).

     If the Company has designates any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraphs of this Section 4.03 shall include a reasonably
detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in Management's Discussion and Analysis of Financial
Condition and Results of Operations, of the financial condition and results of
operations of the Company and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of the Company.

     (b) For so long as any Notes remain outstanding, the Company and the
Guarantors shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04 Compliance Certificate.

     (a) The Company and each Guarantor (to the extent that such Guarantor is so
required under the TIA) shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default has occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation. (c) So
long as any of the Notes are outstanding, the Company shall deliver to the
Trustee, forthwith upon any Officer becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

Section 4.05 Taxes.

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

     The Company and each of the Guarantors covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (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, by resort to any such law, 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 has been enacted.

Section 4.07 Limitation on Restricted Payments.

     The Company shall maintain an account (the "Restricted Payments Account")
to be calculated as set forth below and shall cause the value of the Restricted
Payments Account as so calculated to at all times exceed $1.00 except as
provided below. The Restricted Payments Account shall be an internal account of
the Company for computational purposes in proving compliance with this Section
4.07 and shall not be required to be funded in cash or otherwise.

     The Restricted Payments Account shall initially be established on the date
of this Indenture at $15.0 million and will thereafter be increased by:

          (1) an amount equal to the Company's Consolidated Cash Flow, less
     interest income, from the first day of the Company's first full fiscal
     quarter which commences after the consummation of the Reorganization, to
     the end of the Company's most recently ended full fiscal quarter for which
     internal financial statements are available, taken as a single accounting
     period, less the product of 1.35 times the sum of (a) the Company's
     Consolidated Interest Expense net of interest income and (b) the Company's
     Capital Expenditures with both (a) and (b) calculated from the first day of
     the Company's first full fiscal quarter which commences after the
     Reorganization, to the end of the Company's most recently ended full fiscal
     quarter for which internal financial statements are available, taken as a
     single accounting period (provided that if the resulting difference is
     negative, the Restricted Payments Account will be reduced by the absolute
     value of such difference), plus

          (2) an amount equal to the net cash proceeds received by the Company
     from the sale of Equity Interests after the date of the consummation of the
     Reorganization (other than (a) sales of Disqualified Stock and (b) Equity
     Interests sold to any of the Company's Subsidiaries) or from the issuance
     or sale of convertible or exchangeable Disqualified Stock or convertible or
     exchangeable debt securities of the Company that have been converted into
     or exchanged for such Equity Interests (other than Equity Interests (or
     Disqualified Stock or debt securities) sold to a Subsidiary), plus

          (3) to the extent that any Restricted Investment that was made after
     the date of this Indenture is sold or otherwise liquidated or repaid, the
     lesser of (a) the cash return of capital (or the Fair Market Value of any
     non-cash return of capital) and (b) the initial amount of such Restricted
     Investment.

     To the extent that the Company or any of its Restricted Subsidiaries,
directly or indirectly:

          (1) declares or pays any dividend or makes any other payment or
     distribution on account of the Company's Equity Interests (including,
     without limitation, any payment in connection with any merger or
     consolidation involving the Company) or to the direct or indirect holders
     of the Company's Equity Interests in their capacity as such (other than
     dividends or distributions payable in Equity Interests (other than
     Disqualified Stock) of the Company or to the Company);

          (2) purchases, redeems or otherwise acquires or retires for value
     (including, without limitation, in connection with any merger or
     consolidation involving the Company) any Equity Interests of the Company or
     any direct or indirect parent of the Company;

          (3) makes any payment on or with respect to, or purchases, redeems,
     defeases or otherwise acquires or retires for value any Indebtedness of the
     Company or any Guarantor that is contractually subordinated to the Notes or
     any Note Guarantee (excluding any intercompany Indebtedness between or
     among the Company and any of its Restricted Subsidiaries), except a payment
     of interest or principal at the Stated Maturity thereof; or

          (4) makes any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"), the Restricted
Payments Account shall be reduced by the amount of such Restricted Payment
except in the case of Restricted Payments of the type described in clauses (2),
(3), (4), (6), and (8) of the third succeeding paragraph.

     In addition, the Company shall maintain its Debt to Cash Flow Ratio as set
forth in the first paragraph of Section 4.09 hereof of no greater than 5.0 to 1.

     Notwithstanding the foregoing, except as set forth below, the Company
agrees that it will not make, and shall not permit any Restricted Subsidiary to
make, any Restricted Payment if:

          (1) any Default or Event of Default has occurred and is continuing or
     would occur as a consequence of such Restricted Payment; or

          (2) the Company would not, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the applicable four-quarter period, have been
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Debt to Cash Flow Ratio test set forth in the first paragraph of
     Section 4.09 hereof; or

          (3) immediately prior to such Restricted Payment and after giving pro
     forma effect thereto the Restricted Payments Account is or would be less
     than $1.00.

     So long as no Default or Event of Default has occurred and is continuing or
would be caused thereby, the foregoing paragraph shall not prohibit:

          (1) the payment of any dividend within 60 days after the date of
     declaration of the dividend, if at the date of declaration the dividend
     payment would have complied with the provisions of this Indenture provided
     that the amount of such dividend reduces the Restricted Payments Account;

          (2) the making of any Restricted Payment in exchange for, or out of
     the net cash proceeds of the substantially concurrent sale (other than to a
     Subsidiary of the Company) of, Equity Interests of the Company (other than
     Disqualified Stock) or from the substantially concurrent contribution of
     common equity capital to the Company; provided that the amount of any such
     net cash proceeds that are utilized for any such Restricted Payment will be
     excluded from clause (2) of the second paragraph of this Section 4.07;

          (3) the defeasance, redemption, repurchase or other acquisition of
     Indebtedness of the Company or any Guarantor that is contractually
     subordinated to the Notes or to any Note Guarantee with the net cash
     proceeds from a substantially concurrent incurrence of Permitted
     Refinancing Indebtedness;

          (4) the payment of any dividend (or, in the case of any partnership or
     limited liability company, any similar distribution) by a Restricted
     Subsidiary of the Company to the holders of its Equity Interests on a pro
     rata basis;

          (5) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of the Company or any Restricted Subsidiary
     of the Company or any direct or indirect parent of the Company of a
     Restricted Subsidiary held by any current or former officer, director or
     employee of the Company or any of its Restricted Subsidiaries or any direct
     or indirect parent of the Company of a Restricted Subsidiary pursuant to
     any equity subscription agreement, stock option agreement, shareholders'
     agreement or similar agreement; provided that the aggregate price paid for
     all such repurchased, redeemed, acquired or retired Equity Interests may
     not exceed $3.0 million in any twelve-month period and provided that such
     transaction reduces the Restricted Payments Account in the amount of such
     repurchase, redemption or other acquisition or retirement;

          (6) the repurchase of Equity Interests deemed to occur upon the
     exercise of stock options to the extent such Equity Interests represent a
     portion of the exercise price of those stock options;

          (7) the declaration and payment of regularly scheduled or accrued
     dividends to holders of any class or series of Disqualified Stock of the
     Company or any Restricted Subsidiary of the Company issued on or after the
     date of this Indenture in accordance with the Debt to Cash Flow Ratio test
     described in Section 4.09 hereof, provided that the amount of such dividend
     reduces the Restricted Payments Account;

          (8) payments in connection with a Tax-Sharing Agreement; and

          (9) other Restricted Payments from and after the date of this
     Indenture not to exceed $20.0 million in the aggregate.

     The amount of all Restricted Payments (other than cash) shall be the Fair
Market Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
Section 4.07 shall be determined by the Board of Directors whose resolution with
respect thereto shall be delivered to the Trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
Fair Market Value exceeds $25.0 million.

     Notwithstanding the foregoing, it shall not constitute a breach of or
failure to comply with this Section 4.07 if the Restricted Payments Account
fails to exceed $1.00 if such failure is directly attributable to a reduction
under clause (1) of the second paragraph of this Section 4.07 or if the Company
shall have a Debt to Cash Flow Ratio as set forth in the first paragraph of
Section 4.09 hereof of greater than 5.0 to 1.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on its Capital Stock
     to the Company or any of its Restricted Subsidiaries, or with respect to
     any other interest or participation in, or measured by, its profits, or pay
     any indebtedness owed to the Company or any of its Restricted Subsidiaries;

          (2) make loans or advances to the Company or any of its Restricted
     Subsidiaries; or

          (3) transfer any of its properties or assets to the Company or any of
     its Restricted Subsidiaries.

     However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

          (1) agreements governing Existing Indebtedness and Credit Facilities
     as in effect on the date of the Reorganization and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of those agreements; provided that the
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacement or refinancings are no more restrictive, taken as a
     whole, with respect to such dividend and other payment restrictions than
     those contained in those agreements on the date of this Indenture;

          (2) this Indenture, the Notes and the Note Guarantees;

          (3) applicable law, rule, regulation or order;

          (4) any instrument governing Indebtedness or Capital Stock of a Person
     acquired by the Company or any of its Restricted Subsidiaries as in effect
     at the time of such acquisition (except to the extent such Indebtedness or
     Capital Stock was incurred in connection with or in contemplation of such
     acquisition), which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person,
     or the property or assets of the Person, so acquired and any refinancings
     thereof; provided that, in the case of Indebtedness, such Indebtedness was
     permitted by the terms of this Indenture to be incurred;

          (5) customary non-assignment provisions in contracts and licenses
     entered into in the ordinary course of business;

          (6) purchase money obligations for property acquired in the ordinary
     course of business and Capital Lease Obligations that impose restrictions
     on the property purchased or leased of the nature described in clause (3)
     of the preceding paragraph;

          (7) any agreement for the sale or other disposition of a Restricted
     Subsidiary that restricts distributions by that Restricted Subsidiary
     pending the sale or other disposition;

          (8) Permitted Refinancing Indebtedness; provided that the restrictions
     contained in the agreements governing such Permitted Refinancing
     Indebtedness are not materially more restrictive, taken as a whole, than
     those contained in the agreements governing the Indebtedness being
     refinanced;

          (9) Liens permitted to be incurred under the provisions of Section
     4.12 hereof that limit the right of the debtor to dispose of the assets
     subject to such Liens;

          (10) provisions limiting the disposition or distribution of assets or
     property in joint venture agreements, asset sale agreements, sale-leaseback
     agreements, stock sale agreements and other similar agreements entered into
     with the approval of the Company's Board of Directors, which limitation is
     applicable only to the assets that are the subject of such agreements; and

          (11) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock and the Company's Restricted
Subsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred
stock, if the Company's Debt to Cash Flow Ratio at the time of incurrence of
such Indebtedness or the issuance of such Disqualified Stock or preferred stock,
after giving pro forma effect to such incurrence or issuance as of such date and
to the use of proceeds therefrom as if the same had occurred at the beginning of
the most recently ended four full fiscal quarter period of the Company for which
internal financial statements are available, would have been no greater than 5.0
to 1.

     The first paragraph of this Section 4.09 will not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):

          (1) the incurrence by the Company and its Restricted Subsidiaries of
     additional Indebtedness and letters of credit under Credit Facilities in an
     aggregate principal amount at any one time outstanding under this clause
     (1) (with letters of credit being deemed to have a principal amount equal
     to the maximum potential liability of the Company and its Subsidiaries
     thereunder) not to exceed $200.0 million less the aggregate amount of all
     Net Proceeds of Asset Sales applied by the Company or any of its Restricted
     Subsidiaries since the date of this Indenture to repay any term
     Indebtedness under a Credit Facility or to repay any revolving credit
     Indebtedness under a Credit Facility and effect a corresponding permanent
     commitment reduction thereunder pursuant to Section 4.10 hereof;

          (2) the incurrence by the Company and its Restricted Subsidiaries of
     the Existing Indebtedness;

          (3) the incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes and the related Note Guarantees to be issued on
     the date of this Indenture and the Exchange Notes and the related Note
     Guarantees to be issued pursuant to the Registration Rights Agreement;

          (4) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness represented by Capital Lease Obligations,
     mortgage financings or purchase money obligations, in each case, incurred
     for the purpose of financing all or any part of the purchase price or cost
     of cellular wireless licenses, design, construction, installation or
     improvement of property, plant or equipment used in the business of the
     Company or any of its Restricted Subsidiaries, in an aggregate principal
     amount, including all Permitted Refinancing Indebtedness incurred to
     refund, refinance, replace, defease or discharge any Indebtedness incurred
     pursuant to this clause (4), not to exceed $25.0 million at any time
     outstanding;

          (5) the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance, replace, defease or
     discharge Indebtedness (other than intercompany Indebtedness) that was
     permitted by this Indenture to be incurred under the first paragraph of
     this Section 4.09 or clauses (2), (3), (4), (5) or (12) of this paragraph;

          (6) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Restricted Subsidiaries; provided, however, that:

               (a) if the Company or any Guarantor is the obligor on such
          Indebtedness and the payee is not the Company or a Guarantor, such
          Indebtedness must be expressly subordinated to the prior payment in
          full in cash of all Obligations then due with respect to the Notes, in
          the case of the Company, or the Note Guarantee, in the case of a
          Guarantor; and

               (b) (i) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness being held by a Person other
          than the Company or a Restricted Subsidiary of the Company and (ii)
          any sale or other transfer of any such Indebtedness to a Person that
          is not either the Company or a Restricted Subsidiary of the Company;

          will be deemed, in each case, to constitute an incurrence of such
          Indebtedness by the Company or such Restricted Subsidiary, as the case
          may be, that was not permitted by this clause (6);

          (7) the issuance by any of the Company's Restricted Subsidiaries to
     the Company or to any of its Restricted Subsidiaries of shares of preferred
     stock; provided, however, that:

               (a) any subsequent issuance or transfer of Equity Interests that
          results in any such preferred stock being held by a Person other than
          the Company or a Restricted Subsidiary of the Company; and

               (b) any sale or other transfer of any such preferred stock to a
          Person that is not either the Company or a Restricted Subsidiary of
          the Company;

          will be deemed, in each case, to constitute an issuance of such
          preferred stock by such Restricted Subsidiary that was not permitted
          by this clause (7);

          (8) the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations in the ordinary course of business;

          (9) the guarantee by the Company or any of the Guarantors of
     Indebtedness of the Company or a Restricted Subsidiary of the Company that
     was permitted to be incurred by another provision of this Section 4.09;
     provided that if the Indebtedness being guaranteed is subordinated to or
     pari passu with the Notes, then the guarantee shall be subordinated to the
     same extent as the Indebtedness guaranteed;

          (10) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness in respect of workers' compensation claims,
     self-insurance obligations, bankers' acceptances, performance and surety
     bonds in the ordinary course of business;

          (11) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     drawn against insufficient funds, so long as such Indebtedness is covered
     within five business days; and

          (12) the incurrence by the Company or any of its Restricted
     Subsidiaries of additional Indebtedness in an aggregate principal amount
     (or accreted value, as applicable) at any time outstanding, including all
     Permitted Refinancing Indebtedness incurred to refund, refinance, replace,
     defease or discharge any Indebtedness incurred pursuant to this clause
     (12), not to exceed $50.0 million.

     The Company will not incur, and will not permit any Guarantor to incur, any
Indebtedness (including Permitted Debt) that is contractually subordinated in
right of payment to any other Indebtedness of the Company or such Guarantor
unless such Indebtedness is also contractually subordinated in right of payment
to the Notes and the applicable Note Guarantee on substantially identical terms;
provided, however, that no Indebtedness will be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely
by virtue of being unsecured or by virtue of being secured on a first or junior
Lien basis.

     For purposes of determining compliance with the provisions of this Section
4.09, in the event that an item of proposed Indebtedness meets the criteria of
more than one of the categories of Permitted Debt described in clauses (1)
through (12) above, or is entitled to be incurred pursuant to the first
paragraph of this Section 4.09, the Company shall be permitted to classify such
item of Indebtedness on the date of its incurrence, or later reclassify all or a
portion of such item of Indebtedness, in any manner that complies with the
provisions of this Section 4.09. Indebtedness, if any, under Credit Facilities
of the Company outstanding on the date on which Notes are first issued and
authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt. The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Stock in the form of additional shares of
the same class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this Section
4.09; provided, in each such case, that the amount thereof is included in Fixed
Charges of the Company as accrued. Notwithstanding any other provision of this
Section 4.09, the maximum amount of Indebtedness that the Company or any
Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be
deemed to be exceeded solely as a result of fluctuations in exchange rates or
currency values.

     The amount of any Indebtedness outstanding as of any date will be:

          (1) the accreted value of the Indebtedness, in the case of any
     Indebtedness issued with original issue discount;

          (2) the outstanding and unpaid principal amount of the Indebtedness,
     in the case of any other Indebtedness; and

          (3) in respect of Indebtedness of another Person secured by a Lien on
     the assets of the specified Person, the lesser of:

               (a) the Fair Market Value of such asset at the date of
          determination, and

               (b) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

          (1) the Company (or the Restricted Subsidiary, as the case may be)
     receives consideration at the time of the Asset Sale at least equal to the
     Fair Market Value of the assets or Equity Interests issued or sold or
     otherwise disposed of; and

          (2) at least 75% of the consideration received in the Asset Sale by
     the Company or such Restricted Subsidiary is in the form of cash. For
     purposes of this provision, each of the following will be deemed to be
     cash:

               (a) any liabilities, as shown on the Company's most recent
          consolidated balance sheet, of the Company or any Restricted
          Subsidiary (other than contingent liabilities and liabilities that are
          by their terms subordinated to the Notes or any Note Guarantee) that
          are assumed by the transferee of any such assets pursuant to a
          customary novation agreement that releases the Company or such
          Restricted Subsidiary from further liability;

               (b) any securities, notes or other obligations received by the
          Company or any such Restricted Subsidiary from such transferee that
          are contemporaneously, subject to ordinary settlement periods,
          converted by the Company or such Restricted Subsidiary into cash, to
          the extent of the cash received in that conversion; and

               (c) any stock or assets of the kind referred to in clauses (2) or
          (4) of the next paragraph of this Section 4.10.

     Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company (or the applicable Restricted Subsidiary, as the case may be) may
apply those Net Proceeds:

          (1) to repay Indebtedness and other Obligations under Credit
     Facilities and, if the Indebtedness repaid is revolving credit
     Indebtedness, to correspondingly permanently reduce commitments with
     respect thereto;

          (2) to acquire all or substantially all of the assets of, or any
     Capital Stock of, another Permitted Business, if, after giving effect to
     any such acquisition of Capital Stock, the Permitted Business is or becomes
     a Restricted Subsidiary of the Company or, if the Company, within 360 days
     after the receipt of any Net Proceeds from an Asset Sale enters into a
     written and binding agreement for such acquisition, the Company may apply
     those Net Proceeds toward such acquisition provided such acquisition is
     consummated within 18 months of such Asset Sale;

          (3) to make a capital expenditure; or

          (4) to acquire other assets that are not classified as current assets
     under GAAP and that are used or useful in a Permitted Business.

     Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will make
an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee will select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

     The Company's future agreements may contain prohibitions of certain events,
including events that would constitute a Change of Control or an Asset Sale and
including repurchases of or other prepayments in respect of the Notes. The
exercise by the Holders of Notes of their right to require the Company to
repurchase the Notes upon a Change of Control or an Asset Sale could cause a
default under these other agreements, even if the Change of Control or Asset
Sale itself does not, due to the financial effect of such repurchases on the
Company. In the event a Change of Control or Asset Sale occurs at a time when
the Company is prohibited from purchasing Notes, the Company could seek the
consent of its senior lenders to the purchase of Notes or could attempt to
refinance the borrowings that contain such prohibition. If the Company does not
obtain a consent or repay those borrowings, the Company will remain prohibited
from purchasing Notes. In that case, the Company's failure to purchase tendered
Notes would constitute an Event of Default under this Indenture which may, in
turn, constitute a default under our other future indebtedness. Finally, the
Company's ability to pay cash to the Holders of Notes upon a repurchase may be
limited by the Company's then existing financial resources.

Section 4.11 Transactions with Affiliates.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each, an "Affiliate Transaction"), unless:

          (1) the Affiliate Transaction is on terms that are no less favorable
     to the Company or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction by the Company or such
     Restricted Subsidiary with an unrelated Person; and

          (2) the Company delivers to the Trustee:

               (a) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $10.0 million, a resolution of the Board of Directors set
          forth in an Officers' Certificate certifying that such Affiliate
          Transaction complies with this Section 4.11 and that such Affiliate
          Transaction has been approved by a majority of the disinterested
          members of the Board of Directors; and

               (b) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $25.0 million, an opinion as to the fairness to the Company
          or such Restricted Subsidiary of such Affiliate Transaction from a
          financial point of view issued by an accounting, appraisal or
          investment banking firm of national standing.

     The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

          (1) any employment agreement, employee benefit plan, officer and
     director indemnification agreement or any similar arrangement entered into
     by the Company or any of its Restricted Subsidiaries in the ordinary course
     of business;

          (2) transactions between or among the Company and/or its Restricted
     Subsidiaries;

          (3) transactions with a Person (other than an Unrestricted Subsidiary
     of the Company) that is an Affiliate of the Company solely because the
     Company owns, directly or through a Restricted Subsidiary, an Equity
     Interest in, or controls, such Person;

          (4) payment of reasonable directors' fees;

          (5) any issuance of Equity Interests (other than Disqualified Stock)
     of the Company to Affiliates of the Company;

          (6) Restricted Payments that do not violate the provisions of this
     Indenture described in Section 4.07 hereof;

          (7) loans or advances to employees in the ordinary course of business
     of the Company or a Restricted Subsidiary of the Company not to exceed $3.0
     million in the aggregate at any one time outstanding;

          (8) payments under a Tax-Sharing Agreement;

          (9) payments under the Management Agreement;

          (10) payments under the Equipment Lease and Switch Sharing Agreements;

          (11) any merger between Escrow Corp. and ACC which is permitted by
     Section 5.01 hereof and transactions reasonably related or ancillary
     thereto as contemplated by the Out-of-Court Exchange Offer or the
     Pre-Packaged Plan, as the case may be; and

          (12) any Restricted Payment or Permitted Investment permitted under
     the provisions described in Section 4.07 hereof.

Section 4.12 Liens.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind on any asset now owned or hereafter acquired, except
Permitted Liens.

Section 4.13 Business Activities.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14 Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

          (1) its corporate existence, and the corporate, partnership or other
     existence of each of its Subsidiaries, in accordance with the respective
     organizational documents (as the same may be amended from time to time) of
     the Company or any such Subsidiary; and

          (2) the rights (charter and statutory), licenses and franchises of the
     Company and its Subsidiaries; provided, however, that the Company shall not
     be required to preserve any such right, license or franchise, or the
     corporate, partnership or other existence of any of its Subsidiaries, if
     the Board of Directors shall determine that the preservation thereof is no
     longer desirable in the conduct of the business of the Company and its
     Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
     any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

     If a Change of Control occurs, each Holder of Notes will have the right to
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple of $1,000) of that Holder's Notes pursuant to an offer (the
"Change of Control Offer") on the terms set forth in this Indenture. In the
Change of Control Offer, the Company will offer a payment in cash equal to 101%
of the aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, on the Notes repurchased, to the date
of purchase, subject to the rights of Holders of Notes on the relevant record
date to receive interest due on the relevant interest payment date (the "Change
of Control Payment"). Within ten business days following any Change of Control,
the Company will mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
Notes on the date specified in the notice, which date will be no earlier than 30
days and no later than 60 days from the date such notice is mailed (the "Change
of Control Payment Date"), pursuant to the procedures required by this Indenture
and described in such notice. The Company will comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
the Change of Control provisions of this Indenture, the Company will comply with
the applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 3.09 hereof or this Section 4.15 by
virtue of such compliance.

     On the Change of Control Payment Date, the Company will, to the extent
lawful:

          (1) accept for payment all Notes or portions of Notes properly
     tendered pursuant to the Change of Control Offer;

          (2) deposit with the paying agent an amount equal to the Change of
     Control Payment in respect of all Notes or portions of Notes properly
     tendered; and

          (3) deliver or cause to be delivered to the Trustee the Notes properly
     accepted together with an officers' certificate stating the aggregate
     principal amount of Notes or portions of Notes being purchased by the
     Company.

     The paying agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple of $1,000.

     The Company will publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.

     The provisions described above that require the Company to make a Change of
Control Offer following a Change of Control will be applicable whether or not
any other provisions of this Indenture are applicable. Except as described above
with respect to a Change of Control, this Indenture does not contain provisions
that permit the Holders of the Notes to require that the Company repurchase or
redeem the Notes in the event of a takeover, recapitalization or similar
transaction.

     The Company will not be required to make a Change of Control Offer upon a
Change of Control if (1) 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 Indenture applicable to a Change of Control Offer made by the Company
and purchases all Notes properly tendered and not withdrawn under the Change of
Control Offer, or (2) notice of redemption has been given pursuant to this
Indenture as described above under Section 3.07 hereof unless and until there is
a default in payment of the applicable redemption price.

Section 4.16 Designation of Restricted and Unrestricted Subsidiaries.

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
Fair Market Value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be
deemed to be an Investment made as of the time of the designation and will
reduce the amount available for Restricted Payments under Section 4.07 hereof or
under one or more clauses of the definition of Permitted Investments, as
determined by the Company. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if that redesignation would not cause a Default.

Section 4.17 Limitation on Issuances and Sales of Capital Stock of Wholly-Owned
             Subsidiaries.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Equity Interests in any Wholly-Owned Restricted Subsidiary of the Company to any
Person (other than the Company or a Wholly-Owned Subsidiary of the Company),
unless:

          (1) such transfer, conveyance, sale, lease or other disposition is of
     all the Equity Interests in such Wholly-Owned Restricted Subsidiary; and

          (2) the Net Proceeds from such transfer, conveyance, sale, lease or
     other disposition are applied in accordance with Section 4.10 hereof. In
     addition, the Company will not permit any Wholly-Owned Restricted
     Subsidiary of the Company to issue any of its Equity Interests (other than,
     if necessary, shares of its Capital Stock constituting directors'
     qualifying shares) to any Person other than to the Company or a
     Wholly-Owned Restricted Subsidiary of the Company.

Section 4.18 Additional Note Guarantees.

     If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of this Indenture, then the Company
will cause that newly acquired or created Domestic Subsidiary to execute a Note
Guarantee pursuant to a supplemental indenture in form and substance
satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee
within ten Business Days of the date on which it was acquired or created to the
effect that such supplemental indenture has been duly authorized, executed and
delivered by that Domestic Subsidiary and constitutes a valid and binding
agreement of that Domestic Subsidiary, enforceable in accordance with its terms
(subject to customary exceptions). The form of such Note Guarantee is attached
as Exhibit E hereto.

                                   ARTICLE 5.
                                  SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

     The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

          (1) either: (a) the Company is the surviving corporation; or (b) the
     Person formed by or surviving any such consolidation or merger (if other
     than the Company) or to which such sale, assignment, transfer, conveyance
     or other disposition has been made is a corporation organized or existing
     under the laws of the United States, any state of the United States or the
     District of Columbia;

          (2) the Person formed by or surviving any such consolidation or merger
     (if other than the Company) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition has been made assumes all the
     obligations of the Company under the Notes, this Indenture and the
     Registration Rights Agreement pursuant to agreements reasonably
     satisfactory to the Trustee;

          (3) immediately after such transaction, no Default or Event of Default
     exists; and

          (4) the Company or the Person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which such sale,
     assignment, transfer, conveyance or other disposition has been made will,
     on the date of such transaction after giving pro forma effect thereto and
     any related financing transactions as if the same had occurred at the
     beginning of the applicable four-quarter period, be permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow
     Ratio test set forth in the first paragraph of Section 4.09 hereof.

     In addition, the Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.

     This Section 5.01 shall not apply to:

          (1) a merger of Escrow Corp. with ACC;

          (2) a merger of the Company with an Affiliate solely for the purpose
     of reincorporating the Company in another jurisdiction; and

          (3) any sale, transfer, assignment, conveyance, lease or other
     disposition of assets between or among the Company and its Restricted
     Subsidiaries.

Section 5.02 Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), 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; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

     Each of the following is an "Event of Default":

          (1) the Company defaults for 30 days in the payment when due of
     interest on, or Liquidated Damages with respect to, the Notes;

          (2) the Company defaults in the payment when due (at maturity, upon
     redemption or otherwise) of the principal of, or premium, if any, on the
     Notes;

          (3) the Company or any of its Restricted Subsidiaries fails to comply
     with the provisions of Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 hereof;

          (4) the Company or any of its Restricted Subsidiaries fail to observe
     or perform any other covenant, representation, warranty or other agreement
     in this Indenture or the Notes for 60 days after notice to the Company by
     the Trustee or the Holders of at least 25% in aggregate principal amount of
     the Notes then outstanding voting as a single class;

          (5) a default occurs under any mortgage, indenture or instrument under
     which there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by the Company or any
     of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
     exists, or is created after the date of this Indenture, if that default:

               (A) is caused by a failure to pay principal of, or interest or
          premium, if any, on such Indebtedness prior to the expiration of the
          grace period provided in such Indebtedness on the date of such default
          (a "Payment Default"); or

               (B) results in the acceleration of such Indebtedness prior to its
          express maturity,

          and, in each case, the principal amount of any such Indebtedness,
          together with the principal amount of any other such Indebtedness
          under which there has been a Payment Default or the maturity of which
          has been so accelerated, aggregates $25.0 million or more;

          (6) a final judgment or final judgments for the payment of money are
     entered by a court or courts of competent jurisdiction against the Company
     or any of its Restricted Subsidiaries or any group of Subsidiaries that,
     taken as a whole, would constitute a Restricted Subsidiary, which judgment
     or judgments are not paid, discharged or stayed for a period of 60 days;
     provided that the aggregate of all such undischarged judgments exceeds
     $35.0 million; and

          (7) the Company or any of its Significant Subsidiaries or any group of
     Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary pursuant to or within the meaning of Bankruptcy Law:

               (A) commences a voluntary case,

               (B) consents to the entry of an order for relief against it in an
          involuntary case,

               (C) consents to the appointment of a custodian of it or for all
          or substantially all of its property,

               (D) makes a general assignment for the benefit of its creditors,
          or

               (E) generally is not paying its debts as they become due; or

          (8) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (A) is for relief against the Company or any of its Significant
          Subsidiaries or any group of Subsidiaries that, taken as a whole,
          would constitute a Significant Subsidiary in an involuntary case;

               (B) appoints a custodian of the Company or any of its Significant
          Subsidiaries or any group of Subsidiaries that, taken as a whole,
          would constitute a Significant Subsidiary or for all or substantially
          all of the property of the Company or any of its Significant
          Subsidiaries or any group of Subsidiaries that, taken as a whole,
          would constitute a Significant Subsidiary; or

               (C) orders the liquidation of the Company or any of its
          Significant Subsidiaries or any group of Subsidiaries that, taken as a
          whole, would constitute a Significant Subsidiary;

          and the order or decree remains unstayed and in effect for 60
          consecutive days; or

          (9) failure of the Escrow Agreement, at any time, to be in full force
     and effect (unless the Escrow Deposit is released by the escrow agent) or
     any contest by the Company or any of its Subsidiaries or Parent of the
     validity or enforceability of the Escrow Agreement;

          (10) failure by Escrow Corp. to redeem the Notes pursuant to the
     provisions described in Section 3.08 hereof; and

          (11) except as permitted by this Indenture, any Note Guarantee is held
     in any judicial proceeding to be unenforceable or invalid or shall cease
     for any reason to be in full force and effect or any Guarantor, or any
     Person acting on behalf of any Guarantor, shall deny or disaffirm its
     obligations under its Note Guarantee.

Section 6.02 Acceleration.

     In the case of an Event of Default specified in clause (7), (8) or (9) of
Section 6.01 hereof, with respect to the Company or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately.

     Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (7) or (8) of Section 6.01 hereof occurs with respect to the Company, any
of its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary, all outstanding Notes shall be
due and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

     If an Event of Default occurs on or after August 1, 2007 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium
shall also become and be immediately due and payable, to the extent permitted by
law, anything in this Indenture or in the Notes to the contrary notwithstanding.
If an Event of Default occurs prior to August 1, 2007 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, an additional premium shall
also become and be immediately due and payable in an amount, for each of the
years beginning on August 1 of the years set forth below, as set forth below
(expressed as a percentage of the principal amount of the Notes on the date of
payment that would otherwise be due but for the provisions of this sentence):

        Year                                                        Percentage
        ----                                                        ----------
        2003...................................................       10.000%
        2004...................................................        8.750%
        2005...................................................        7.500%
        2006...................................................        6.250%

Section 6.03 Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium and Liquidated
Damages, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. 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 6.05 Control by Majority.

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

Section 6.06 Limitation on Suits.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

          (1) the Holder of a Note gives to the Trustee written notice of a
     continuing Event of Default;

          (2) the Holders of at least 25% in principal amount of the then
     outstanding Notes make a written request to the Trustee to pursue the
     remedy;

          (3) such Holder of a Note or Holders of Notes offer and, if requested,
     provide to the Trustee indemnity satisfactory to the Trustee against any
     loss, liability or expense;

          (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and, if requested, the provision of
     indemnity; and

          (5) during such 60-day period the Holders of a majority in principal
     amount of the then outstanding Notes do not give the Trustee a direction
     inconsistent with the request.

     A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and 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.

Section 6.09 Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian 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 to
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 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium and Liquidated Damages, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Liquidated
     Damages, if any and interest, respectively; and

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11 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 or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01 Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee will
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

     (b) Except during the continuance of an Event of Default:

          (1) the duties of the Trustee will be determined solely by the express
     provisions of this Indenture and the Trustee need perform only those duties
     that are specifically set forth in this Indenture and no others, and no
     implied covenants or obligations shall be read into this Indenture against
     the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee will examine the certificates and opinions to determine whether
     or not they conform to the requirements of this Indenture.

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (1) this paragraph does not limit the effect of paragraph (b) of this
     Section 7.01;

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

          (3) the Trustee will 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 6.05 hereof.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01.

     (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

     (f) The Trustee will not be liable for interest on any money received by it
except as the Trustee may agree in writing with the Company. Money held in trust
by the Trustee need not be segregated from other funds except to the extent
required by law.

Section 7.02 Rights of Trustee.

     (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

     (c) The Trustee may act through its attorneys and agents and will not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee will not be liable for any action it takes or omits to take
in good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company will be sufficient if signed by an
Officer of the Company.

     (f) The Trustee will 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 unless such Holders have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities that might be incurred
by it in compliance with such request or direction.

Section 7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

     The Trustee will not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or
Liquidated Damages, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

     (a) Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also will comply with TIA ss.
313(b)(2). The Trustee will also transmit by mail all reports as required by TIA
ss. 313(c).

     (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA ss. 313(d). The Company will promptly notify the Trustee when the Notes are
listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

     (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

     (b) The Company and the Guarantors will indemnify the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The
Company or such Guarantor will defend the claim and the Trustee will cooperate
in the defense. The Trustee may have separate counsel and the Company will pay
the reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.

     (c) The obligations of the Company and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture.

     (d) To secure the Company's payment obligations in this Section 7.07, the
Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the satisfaction and
discharge of this Indenture.

     (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     (f) The Trustee will comply with the provisions of TIAss. 313(b)(2) to the
extent applicable.

Section 7.08      Replacement of Trustee.

     (a) A resignation or removal of the Trustee and appointment of a successor
Trustee will become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

     (b) The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

          (1) the Trustee fails to comply with Section 7.10 hereof;

          (2) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

          (3) a custodian or public officer takes charge of the Trustee or its
     property; or

          (4) the Trustee becomes incapable of acting.

     (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

     (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

     There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

     This Indenture will always have a Trustee who satisfies the requirements of
TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA ss. 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged
hereunder:

          (1) the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, or interest or premium and Liquidated Damages,
     if any, on such Notes when such payments are due from the trust referred to
     in Section 8.04 hereof;

          (2) the Company's obligations with respect to such Notes under Article
     2 and Section 4.02 hereof;

          (3) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Company's and the Guarantors'obligations in connection
     therewith; and

          (4) this Article 8.

     Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof and clause
(4) of Section 5.01 hereof with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5)
hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

          (1) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders, cash in United States dollars, non-callable
     Government Securities, or a combination thereof, in such amounts as will be
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants, to pay the principal of, premium and Liquidated
     Damages, if any, and interest on the outstanding Notes on the stated date
     for payment thereof or on the applicable redemption date, as the case may
     be; (2) in the case of an election under Section 8.02 hereof, the Company
     has delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that:

               (A) the Company has received from, or there has been published
          by, the Internal Revenue Service a ruling; or

               (B) 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 of
          Counsel shall confirm that, the Holders of the outstanding Notes will
          not recognize income, gain or loss for federal income tax purposes as
          a result of such Legal Defeasance and will be subject to federal
          income tax on the same amounts, in the same manner and at the same
          times as would have been the case if such Legal Defeasance had not
          occurred;

          (3) in the case of an election under Section 8.03 hereof, the Company
     must deliver to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that the Holders of the
     outstanding Notes will not recognize income, gain or loss for federal
     income tax purposes as a result of such Covenant Defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such Covenant Defeasance
     had not occurred;

          (4) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or Event of
     Default resulting from the borrowing of funds to be applied to such
     deposit);

          (5) such Legal Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under, any material
     agreement or instrument (other than this Indenture) to which the Company or
     any of its Subsidiaries is a party or by which the Company or any of its
     Subsidiaries is bound;

          (6) the Company must deliver to the Trustee an Officers' Certificate
     stating that the deposit was not made by the Company with the intent of
     preferring the Holders of Notes over the other creditors of the Company
     with the intent of defeating, hindering, delaying or defrauding any other
     creditors of the Company or others; and

          (7) the Company must deliver to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     provided for or relating to the Legal Defeasance or the Covenant Defeasance
     have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
             Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages,if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

     The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof 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 Notes.

     Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium or Liquidated
Damages, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Liquidated Damages, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to 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, will
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 the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantor's obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium or
Liquidated Damages, if any, or interest on any Note following the reinstatement
of its obligations, the Company will be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

     Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Note Guarantees or
the Notes without the consent of any Holder of a Note:

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

          (2) to provide for uncertificated Notes in addition to or in place of
     certificated Notes or to alter the provisions of Article 2 hereof
     (including the related definitions) in a manner that does not materially
     adversely affect any Holder;

          (3) to provide for the assumption of the Company's or a Guarantor's
     obligations to the Holders of the Notes by a successor to the Company
     pursuant to Article 5 or Article 10 hereof;

          (4) to make any change that would provide any additional rights or
     benefits to the Holders of the Notes or that does not adversely affect the
     legal rights hereunder of any Holder of the Note;

          (5) to comply with requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA;

          (6) to provide for the issuance of Additional Notes in accordance with
     the limitations set forth in this Indenture as of the date hereof; or

          (7) to allow any Guarantor to execute a supplemental indenture and/or
     a Note Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes with the consent
of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Liquidated Damages, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes). Without the consent of at least 75% in principal amount
of the Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, such Notes), no waiver or
amendment to this Indenture may make any change in the provisions of Section
3.09, 4.10 or 4.15 hereof that adversely affects the rights of any Holder of
Notes. Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but will not be obligated to, enter into such
amended or supplemental Indenture.

     It is not be necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment or waiver,
but it is sufficient if such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

          (1) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver;

          (2) reduce the principal of or change the fixed maturity of any Note
     or alter or waive any of the provisions with respect to the redemption of
     the Notes except as provided above with respect to Sections 3.09, 4.10 and
     4.15 hereof;

          (3) reduce the rate of or change the time for payment of interest,
     including default interest, on any Note;

          (4) waive a Default or Event of Default in the payment of principal of
     or premium or Liquidated Damages, if any, or interest on the Notes (except
     a rescission of acceleration of the Notes by the Holders of at least a
     majority in aggregate principal amount of the then outstanding Notes and a
     waiver of the payment default that resulted from such acceleration);

          (5) make any Note payable in money other than that stated in the
     Notes;

          (6) make any change in the provisions of this Indenture relating to
     waivers of past Defaults or the rights of Holders of Notes to receive
     payments of principal of, or interest or premium or Liquidated Damages, if
     any, on the Notes;

          (7) make any change in Section 6.04 or 6.07 hereof or in the foregoing
     amendment and waiver provisions; or

          (8) release any Guarantor from any of its obligations under its Note
     Guarantee or this Indenture, except in accordance with the terms of this
     Indenture.

Section 9.03 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.

Section 9.04 Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

     The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.

                                  ARTICLE 10.
                                NOTE GUARANTEES

Section 10.01 Guarantee.

     (a) Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:

          (1) the principal of, 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

          (2) 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 will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

     (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this 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. Each Guarantor hereby
waives 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
and covenant that this Note Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

     (c) 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, will be reinstated in full
force and effect.

     (d) Each Guarantor agrees that it will 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. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
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 (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will 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.

Section 10.02 Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such 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 this Article 10, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03 Execution and Delivery of Note Guarantee.

     To evidence its Note Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on
each Note authenticated and delivered by the Trustee and that this Indenture
will be executed on behalf of such Guarantor by one of its Officers.

     Each Guarantor hereby agrees that its Note Guarantee set forth in Section
10.01 will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

     If an Officer whose signature is on this Indenture or on the Note Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

     In the event that the Company creates or acquires any Domestic Subsidiary
after the date of this Indenture, if required by Section 4.18 hereof, the
Company will cause such Domestic Subsidiary to comply with the provisions of
Section 4.18 hereof and this Article 10, to the extent applicable.

Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 10.05, no Guarantor may sell or
otherwise dispose of all or 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:

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

          (2) either:

               (a) subject to Section 10.05 hereof, 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, this Indenture and the Note Guarantee on the
          terms set forth herein or therein; and

               (b) the Net Proceeds of such sale or other disposition are
          applied in accordance with the applicable provisions of this
          Indenture, including without limitation, Section 4.10 hereof.

     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 this Indenture to be performed by the Guarantor,
such successor Person will 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 hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes
will prevent any consolidation or merger of a Guarantor with or into the Company
or another Guarantor, or will 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.

Section 10.05 Releases Following Sale of Assets.

     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 to the Capital Stock of any Guarantor, in
each case to a Person that is not (either before or after giving effect to such
transactions) 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 this Indenture, including without limitation Section 4.10 hereof.
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 this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.

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

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

     This Indenture will be discharged and will cease to be of further effect as
to all Notes issued hereunder, when:

          (1) either:

               (a) all Notes that have been authenticated (except lost, stolen
          or destroyed Notes that have been replaced or paid and Notes for whose
          payment money has theretofore been deposited in trust and thereafter
          repaid to the Company) have been delivered to the Trustee for
          cancellation; or

               (b) all Notes that have not been delivered to the Trustee for
          cancellation have become due and payable by reason of the making of a
          notice of redemption or otherwise or will become due and payable
          within one year and the Company or any Guarantor has irrevocably
          deposited or caused to be deposited with the Trustee as trust funds in
          trust solely for the benefit of the Holders, cash in U.S. dollars,
          non-callable Government Securities, or a combination thereof, in such
          amounts as will be sufficient without consideration of any
          reinvestment of interest, to pay and discharge the entire indebtedness
          on the Notes not delivered to the Trustee for cancellation for
          principal, premium and Liquidated Damages, if any, and accrued
          interest to the date of maturity or redemption;

          (2) no Default or Event of Default has occurred and is continuing on
     the date of such deposit or will occur as a result of such deposit and such
     deposit will not result in a breach or violation of, or constitute a
     default under, any other instrument to which the Company or any Guarantor
     is a party or by which the Company or any Guarantor is bound;

          (3) the Company or any Guarantor has paid or caused to be paid all
     sums payable by it under this Indenture; and

          (4) the Company has delivered irrevocable instructions to the Trustee
     under this Indenture to apply the deposited money toward the payment of the
     Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the provisions of Section 11.02 and Section 8.06 will survive. In
addition, nothing in this Section 11.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes 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; but such money need not be segregated from
other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
11.01; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                  ARTICLE 12.
                                 MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss.318(c), the imposed duties will control.

Section 12.02 Notices.

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

         If to the Company and/or any Guarantor:

         ACC Escrow Corp.
         14201 Wireless Way
         Oklahoma City, Oklahoma 73134
         Telecopier No.:  (405) 529-8515
         Attention:  Chief Financial Officer

         With a copy to:

         McAfee & Taft
         211 North Robinson, Suite 1000
         Oklahoma City, OK 73102
         Telecopier No.:  (405) 235-0439
         Attention:  Theodore M. Elam

         If to the Trustee:

         Bank of Oklahoma, National Association
         9520 North May, Suite 110
         Oklahoma City, Oklahoma  73120
         Telecopier No.: (405) 936-3964
         Attention:  Corporate Trust Group

     The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

     All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar. Any notice or communication will also be so mailed to any Person
described in TIA ss. 313(c), to the extent required by the TIA. Failure to mail
a notice or communication to a Holder or any defect in it will not affect its
sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it will mail a
copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA ss. 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 12.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and

          (2) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 12.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) must comply with the provisions of TIA ss. 314(e)
and must include:

          (1) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

          (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 such Person, he or she has
     made such examination or investigation as is necessary to enable him or her
     to express an informed opinion as to whether or not such covenant or
     condition has been satisfied; and

          (4) a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been satisfied.

Section 12.06 Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of 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. The waiver may not be effective
to waive liabilities under the federal securities laws.

Section 12.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES 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.

Section 12.09 No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10 Successors.

     All agreements of the Company in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05.

Section 12.11 Severability.

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

Section 12.12 Counterpart Originals.

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

Section 12.13 Table of Contents, Headings, etc.

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

<PAGE>

                                   SIGNATURES


Dated as of August 8, 2003
                                          ACC ESCROW CORP.


                                          By:  BRUCE R. KNOOIHUIZEN
                                               Name: Bruce R. Knooihuizen
                                               Title:

Attest:

       RONALD L. RIPLEY
Name:  Ronald L. Ripley
Title:


                                          BANK OF OKLAHOMA, NATIONAL ASSOCIATION


                                          By:         TIMOTHY M. COOK
                                               Name:  Timothy M. Cook
                                               Title:

Attest:

RACHEL REDD-SINGLETON
Rachel Redd-Singleton
Authorized Signatory
Date:



<PAGE>
                                   Schedule I

                             SCHEDULE OF GUARANTORS

     The following schedule lists each Guarantor under the Indenture as of the
date of the Indenture:









<PAGE>
                                  EXHIBIT A1

                                 [Face of Note]
--------------------------------------------------------------------------------


                                                         CUSIP/CINS ____________

                 10% [Series A] [Series B] Senior Notes due 2011

No. ___                                                            $____________

                                ACC ESCROW CORP.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on _____________, 2011.

Interest Payment Dates:  ____________ and ____________

Record Dates:  ____________ and ____________

Dated:  August 8, 2003

                                     ACC ESCROW CORP.


                                     By:
                                          Name:
                                          Title:

                                     By:
                                          Name:
                                          Title:



This is one of the Notes referred to
in the within-mentioned Indenture:

BANK OF OKLAHOMA, NATIONAL ASSOCIATION
  as Trustee


By:
       Authorized Signatory


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



<PAGE>
                                 [Back of Note]
                 10% [Series A] [Series B] Senior Notes due 2011

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) INTEREST. ACC Escrow Corp., a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 10% per annum from August 8, 2003 until maturity and shall pay the
     Liquidated Damages, if any, payable pursuant to Section 5 of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Liquidated Damages, if any, semi-annually in arrears on
     February 1 and August 1 of each year, or if any such day is not a Business
     Day, on the next succeeding Business Day (each, an "Interest Payment
     Date"). Interest on the Notes will accrue from the most recent date to
     which interest has been paid or, if no interest has been paid, from the
     date of issuance; provided that if there is no existing Default in the
     payment of interest, and if this Note is authenticated between a record
     date referred to on the face hereof and the next succeeding Interest
     Payment Date, interest shall accrue from such next succeeding Interest
     Payment Date; provided, further, that the first Interest Payment Date shall
     be February 1, 2004. The Company will pay interest (including post-petition
     interest in any proceeding under any Bankruptcy Law) on overdue principal
     and premium, if any, from time to time on demand at a rate that is 1% per
     annum in excess of the rate then in effect; it will pay interest (including
     post-petition interest in any proceeding under any Bankruptcy Law) on
     overdue installments of interest and Liquidated Damages, if any, (without
     regard to any applicable grace periods) from time to time on demand at the
     same rate to the extent lawful. Interest will be computed on the basis of a
     360-day year of twelve 30-day months.

          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
     (except defaulted interest) and Liquidated Damages, if any, to the Persons
     who are registered Holders of Notes at the close of business on the January
     15 or July 15 next preceding the Interest Payment Date, even if such Notes
     are canceled after such record date and on or before such Interest Payment
     Date, except as provided in Section 2.12 of the Indenture with respect to
     defaulted interest. The Notes will be payable as to principal, premium and
     Liquidated Damages, if any, and interest at the office or agency of the
     Company maintained for such purpose within or without the City and State of
     New York, or, at the option of the Company, payment of interest and
     Liquidated Damages, if any, may be made by check mailed to the Holders at
     their addresses set forth in the register of Holders; provided that payment
     by wire transfer of immediately available funds will be required with
     respect to principal of and interest, premium and Liquidated Damages, if
     any, on, all Global Notes and all other Notes the Holders of which will
     have provided wire transfer instructions to the Company or the Paying
     Agent. Such payment will be 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.

          (3) PAYING AGENT AND REGISTRAR. Initially, Bank of Oklahoma, National
     Association, the Trustee under the Indenture, will act as Paying Agent and
     Registrar. The Company may change any Paying Agent or Registrar without
     notice to any Holder. The Company or any of its Subsidiaries may act in any
     such capacity.

          (4) INDENTURE. The Company issued the Notes under an Indenture dated
     as of August 8, 2003 (the "Indenture") between the Company and the Trustee.
     The terms of the Notes include those stated in the Indenture and those made
     part of the Indenture by reference to the Trust Indenture Act of 1939, as
     amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all
     such terms, and Holders are referred to the Indenture and such Act for a
     statement of such terms. To the extent any provision of this Note conflicts
     with the express provisions of the Indenture, the provisions of the
     Indenture shall govern and be controlling. The Notes are general unsecured
     obligations of the Company limited in aggregate principal amount to
     $900,000,000 issued on the Issue Date (the "Initial Notes") and an
     unlimited aggregate additional principal amount issuable thereafter under
     the terms of the Indenture.

          (5) OPTIONAL REDEMPTION.

               (a) Except as set forth in subparagraph (b) of this Paragraph 5,
          the Company will not have the option to redeem the Notes prior to
          August 1, 2007. Thereafter, the Company will have the option to redeem
          the Notes, in whole or in part, upon not less than 30 nor more than 60
          days' notice, at the redemption prices (expressed as percentages of
          principal amount) set forth below plus accrued and unpaid interest and
          Liquidated Damages, if any, on the notes redeemed, to the applicable
          redemption date, if redeemed during the twelve-month period beginning
          on August 1 of the years indicated below, subject to the rights of
          noteholders on the relevant record date to receive interest on the
          relevant interest payment date:

        Year                                                        Percentage
        ----                                                        ----------
        2007..................................................       105.000%
        2008..................................................       102.500%
        2009 and thereafter...................................       100.000%

               (b) Notwithstanding the provisions of subparagraph (a) of this
          Paragraph 5, at any time prior to August 1, 2007, the Company may
          redeem a portion of the outstanding Notes, so long as at least $600.0
          million in aggregate principal amount of Notes (including any
          additional Notes subsequently issued under the Indenture) remains
          outstanding after the redemption, at a redemption price equal to
          110.000% of the principal amount, plus accrued and unpaid interest and
          Liquidated Damages, if any, to the redemption date, with the net cash
          proceeds of one or more Equity Offerings (other than Disqualified
          Stock); provided that the redemption occurs within 60 days of the date
          of the closing of such Equity Offering.

          (6) MANDATORY REDEMPTION.

               (a) Except as set forth in subparagraph (b) of this Paragraph 6
          or under Sections 4.10 and 4.15 of the Indenture, the Company shall
          not be required to make mandatory redemption or sinking fund payments
          with respect to the Notes.

               (b) In accordance with the terms and conditions of the Escrow
          Agreement, and using the Deposit, Escrow Corp. shall redeem all and
          not less than all of the Initial Notes on November 8, 2003, or such
          earlier date as Escrow Corp. shall elect (the "Special Mandatory
          Redemption Date"), if the Escrow Corp. Merger has not occurred on or
          prior to the Special Mandatory Redemption Date, at a redemption price
          equal to 100% of the aggregate principal amount of the Notes, plus
          accrued and unpaid interest thereon through and including the Special
          Mandatory Redemption Date or through November 6, 2003 in the event the
          Special Mandatory Redemption Date is November 7 or November 8, 2003.
          Upon the closing of the Escrow Corp. Merger on or before the Special
          Mandatory Redemption Date, the foregoing provisions of this
          subparagraph (b) shall be null and void. The Special Mandatory
          Redemption Date shall be no more than two days after the date on which
          the parties to the Escrow Agreement decide to terminate the Escrow
          Agreement.

          (7) REPURCHASE AT OPTION OF HOLDER.

               (a) If there is a Change of Control, the Company will be required
          to make an offer (a "Change of Control Offer") to repurchase all or
          any part (equal to $1,000 or an integral multiple thereof) of each
          Holder's Notes at a purchase price equal to 101% of the aggregate
          principal amount of Notes repurchased plus accrued and unpaid interest
          and Liquidated Damages, if any, on the Notes repurchased, to the date
          of purchase, subject to the rights of noteholders on the relevant
          record date to receive interest due on the relevant interest payment
          date (the "Change of Control Payment"). Within 10 business days
          following any Change of Control, the Company will mail a notice to
          each Holder setting forth the procedures governing the Change of
          Control Offer as required by the Indenture.

               (b) If the Company or a Restricted Subsidiary consummates any
          Asset Sales, which the aggregate amount of Excess Proceeds exceeds
          $25.0 million, the Company will commence an offer to all Holders of
          Notes and all holders of other Indebtedness that is pari passu with
          the Notes containing provisions similar to those set forth in the
          Indenture with respect to offers to purchase or redeem with the
          proceeds of sales of assets (an "Asset Sale Offer") pursuant to
          Section 3.09 of the Indenture to purchase the maximum principal amount
          of Notes (including any Additional Notes) and other pari passu
          Indebtedness that may be purchased out of the Excess Proceeds at an
          offer price in cash in an amount equal to 100% of principal amount
          plus accrued and unpaid interest and Liquidated Damages, if any, to
          the date of purchase, in accordance with the procedures set forth in
          the Indenture. To the extent that the aggregate amount of Notes
          (including any Additional Notes) and other pari passu Indebtedness
          tendered pursuant to an Asset Sale Offer is less than the Excess
          Proceeds, the Company may use such excess for any purpose not
          otherwise prohibited by the Indenture. If the aggregate principal
          amount of Notes and other pari passu Indebtedness surrendered by
          holders thereof exceeds the amount of Excess Proceeds, the Trustee
          shall select the Notes and other pari passu Indebtedness to be
          purchased on a pro rata basis. Holders of Notes that are the subject
          of an offer to purchase will receive an Asset Sale Offer from the
          Company prior to any related purchase date and may elect to have such
          Notes purchased by completing the form entitled "Option of Holder to
          Elect Purchase" on the reverse of the Notes.

          (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
     30 days but not more than 60 days before the redemption date to each Holder
     whose Notes are to be redeemed at its registered address. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed. On and after the redemption date interest ceases to accrue on
     Notes or portions thereof called for redemption.

          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
     form without coupons in denominations of $1,000 and integral multiples of
     $1,000. The transfer of Notes may be registered and Notes may be exchanged
     as provided in the Indenture. The Registrar and the Trustee may require a
     Holder, among other things, to furnish appropriate endorsements and
     transfer documents and the Company may require a Holder to pay any taxes
     and fees required by law or permitted by the Indenture. The Company need
     not exchange or register the transfer of any Note or portion of a Note
     selected for redemption, except for the unredeemed portion of any Note
     being redeemed in part. Also, the Company need not exchange or register the
     transfer of any Notes for a period of 15 days before a selection of Notes
     to be redeemed or during the period between a record date and the
     corresponding Interest Payment Date.

          (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
     treated as its owner for all purposes.

          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
     the Indenture, the Note Guarantees or the Notes may be amended or
     supplemented with the consent of the Holders of at least a majority in
     principal amount of the then outstanding Notes and Additional Notes, if
     any, voting as a single class, and any existing default or compliance with
     any provision of the Indenture, the Note Guarantees or the Notes may be
     waived with the consent of the Holders of a majority in principal amount of
     the then outstanding Notes and Additional Notes, if any, voting as a single
     class. Without the consent of any Holder of a Note, the Indenture, the Note
     Guarantees or the Notes may be amended or supplemented to cure any
     ambiguity, defect or inconsistency, to provide for uncertificated Notes in
     addition to or in place of certificated Notes, to provide for the
     assumption of the Company's or any Guarantor's obligations to Holders of
     the Notes in case of a merger or consolidation, to make any change that
     would provide any additional rights or benefits to the Holders of the Notes
     or that does not adversely affect the legal rights under the Indenture of
     any such Holder, to comply with the requirements of the SEC in order to
     effect or maintain the qualification of the Indenture under the Trust
     Indenture Act, to provide for the Issuance of Additional Notes in
     accordance with the limitations set forth in the Indenture, or to allow any
     Guarantor to execute a supplemental indenture to the Indenture and/or a
     Note Guarantee with respect to the Notes.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for
     30 days in the payment when due of interest on, or Liquidated Damages with
     respect to, the Notes; (ii) default in payment when due of principal of or
     premium, if any, on the Notes, (iii) failure by the Company or any of its
     Restricted Subsidiaries to comply with Section 3.08, 4.07, 4.09, 4.10, 4.15
     or 5.01 of the Indenture; (iv) failure by the Company or any of its
     Restricted Subsidiaries for 60 days after notice to the Company by the
     Trustee or the Holders of at least 25% in principal amount of the Notes
     then outstanding voting as a single class to observe or perform any other
     covenant, representation, warranty or other agreement in the Indenture or
     the Notes; (v) default under any mortgage, indenture or instrument under
     which there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by the Company or any
     of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
     exists, or is created after the date of the Indenture, if that default (A)
     is caused by a failure to pay principal of, or interest or premium, if any,
     on such Indebtedness prior to the expiration of the grace period provided
     in such Indebtedness on the date of such default (a "Payment Default"); or
     (B) results in the acceleration of such Indebtedness prior to its express
     maturity, and in each case, the principal amount of any such Indebtedness,
     together with the principal amount of any other such Indebtedness under
     which there has been a Payment Default or the maturity of which has been so
     accelerated, aggregates $25.0 million or more; (vi) a final judgment or
     final judgments for the payment of money are entered by a court or courts
     of competent jurisdiction against the Company or any of its Restricted
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Restricted Subsidiary, which judgment or judgments are not
     paid, discharged or stayed for a period of 60 days; provided that the
     aggregate of all such undischarged judgments exceeds $35.0 million; (vii)
     certain events of bankruptcy or insolvency with respect to the Company or
     any of its Significant Subsidiaries, or any group of Subsidiaries, that,
     taken as a whole, would constitute a Significant Subsidiary pursuant to or
     within the meaning of Bankruptcy Law; (viii) failure of the Escrow
     Agreement, at any time, to be in full force and effect (unless the Escrow
     Deposit is released by the escrow agent) or any contest by the Company or
     any of its Subsidiaries or Parent of the validity or enforceability of the
     Escrow Agreement; (ix) failure by Escrow Corp. to redeem the Notes pursuant
     to the provisions described in Section 3.08 of the Indenture and (x) except
     as permitted by the Indenture, any Note Guarantee shall be held in any
     judicial proceeding to be unenforceable or invalid or shall cease for any
     reason to be in full force and effect or any Guarantor or any Person acting
     on its behalf shall deny or disaffirm its obligations under such
     Guarantor's Note Guarantee. If any Event of Default occurs and is
     continuing, the Trustee or the Holders of at least 25% in principal amount
     of the then outstanding Notes may declare all the Notes to be due and
     payable. Notwithstanding the foregoing, in the case of an Event of Default
     arising from certain events of bankruptcy or insolvency, all outstanding
     Notes will become due and payable without further action or notice. Holders
     may not enforce the Indenture or the Notes except as provided in the
     Indenture. Subject to certain limitations, Holders of a majority in
     principal amount of the then outstanding Notes may direct the Trustee in
     its exercise of any trust or power. The Trustee may withhold from Holders
     of the Notes notice of any continuing Default or Event of Default (except a
     Default or Event of Default relating to the payment of principal or
     interest) if it determines that withholding notice is in their interest.
     The Holders of a majority in aggregate principal amount of the Notes then
     outstanding by notice to the Trustee may on behalf of the Holders of all of
     the Notes waive any existing Default or Event of Default and its
     consequences under the Indenture except a continuing Default or Event of
     Default in the payment of interest on, or the principal of, the Notes. The
     Company is required to deliver to the Trustee annually a statement
     regarding compliance with the Indenture, and the Company is required upon
     becoming aware of any Default or Event of Default, to deliver to the
     Trustee a statement specifying such Default or Event of Default.

          (13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
     any other capacity, may make loans to, accept deposits from, and perform
     services for the Company or its Affiliates, and may otherwise deal with the
     Company or its Affiliates, as if it were not the Trustee.

          (14) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors, as
     such, will not have any liability for any obligations of the Company or
     such Guarantor under the Notes, the Note Guarantees or the Indenture or for
     any claim based on, in respect of, or by reason of, such obligations or
     their creation. Each Holder by accepting a Note waives and releases all
     such liability. The waiver and release are part of the consideration for
     the issuance of the Notes.

          (15) AUTHENTICATION. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

          (16) ABBREVIATIONS. Customary abbreviations may be used in the name of
     a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
     tenants by the entireties), JT TEN (= joint tenants with right of
     survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
     (= Uniform Gifts to Minors Act).

          (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
     RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
     of Notes under the Indenture, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have all the rights set forth in the
     Registration Rights Agreement dated as of August 8, 2003, among the
     Company, the Guarantors and the other parties named on the signature pages
     thereof or, in the case of Additional Notes, Holders of Restricted Global
     Notes and Restricted Definitive Notes will have the rights set forth in one
     or more registration rights agreements, if any, among the Company, the
     Guarantors and the other parties thereto, relating to rights given by the
     Company and the Guarantors to the purchasers of any Additional Notes
     (collectively, the "Registration Rights Agreement").

          (18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
     Committee on Uniform Security Identification Procedures, the Company has
     caused CUSIP numbers to be printed on the Notes and the Trustee may use
     CUSIP numbers in notices of redemption as a convenience to Holders. No
     representation is made as to the accuracy of such numbers either as printed
     on the Notes or as contained in any notice of redemption and reliance may
     be placed only on the other identification numbers placed thereon.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

ACC Escrow Corp.
14201 Wireless Way
Oklahoma City, Oklahoma 73134

Attention:  ______________



<PAGE>
                                 ASSIGNMENT FORM


     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _________________________________
                                                (Insert assignee's legal name)

_______________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________

                   Your Signature:____________________________________________
                   (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:  _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).



<PAGE>
                      OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                    [  ]  Section 4.10             [  ]  Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

                                $________________

Date:  _______________

                    Your Signature:___________________________________________
                   (Sign exactly as your name appears on the face of this Note)

                    Tax Identification No.:___________________________________

Signature Guarantee*:  _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).



<PAGE>
             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:


<TABLE>
<CAPTION>
                                                                           Principal Amount
                           Amount of decrease    Amount of increase in    of this Global Note       Signature of
                           in Principal Amount      Principal Amount        following such       authorized officer
                                   of                      of                  decrease             of Trustee or
    Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
<S>                        <C>                   <C>                      <C>                    <C>

</TABLE>


















* This schedule should be included only if the Note is issued in global form.


<PAGE>
                                  EXHIBIT A2
                [Face of Regulation S Temporary Global Note]
--------------------------------------------------------------------------------

                                                           CUSIP/CINS __________

                 10% [Series A] [Series B] Senior Notes due 2011

No. ___                                                              $__________

                                ACC ESCROW CORP.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of __________________________________________________________

Dollars on _______________, 20___.

Interest Payment Dates:  ____________ and ____________

Record Dates:  ____________ and ____________

Dated:  August 8, 2003

                                ACC ESCROW CORP.


                                By:
                                    Name:
                                    Title:

                                By:
                                    Name:
                                    Title:



                                                           (SEAL)
This is one of the Notes referred to
in the within-mentioned Indenture:

BANK OF OKLAHOMA, NATIONAL ASSOCIATION
  as Trustee


By:__________________________________
          Authorized Signatory


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


<PAGE>
                  [Back of Regulation S Temporary Global Note]
                 10% [Series A] [Series B] Senior Notes due 2011

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ACC ESCROW CORP.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) IN THE UNITED STATES TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a)(1), (2),
(3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")) THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER
OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) INTEREST. ACC Escrow Corp., a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 10% per annum from August 8, 2003 until maturity and shall pay the
     Liquidated Damages, if any, payable pursuant to Section 5 of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Liquidated Damages, if any, semi-annually in arrears on
     February 1 and August 1 of each year, or if any such day is not a Business
     Day, on the next succeeding Business Day (each, an "Interest Payment
     Date"). Interest on the Notes will accrue from the most recent date to
     which interest has been paid or, if no interest has been paid, from the
     date of issuance; provided that if there is no existing Default in the
     payment of interest, and if this Note is authenticated between a record
     date referred to on the face hereof and the next succeeding Interest
     Payment Date, interest shall accrue from such next succeeding Interest
     Payment Date; provided, further, that the first Interest Payment Date shall
     be February 1, 2004. The Company will pay interest (including post-petition
     interest in any proceeding under any Bankruptcy Law) on overdue principal
     and premium, if any, from time to time on demand at a rate that is 1% per
     annum in excess of the rate then in effect; it will pay interest (including
     post-petition interest in any proceeding under any Bankruptcy Law) on
     overdue installments of interest and Liquidated Damages, if any, (without
     regard to any applicable grace periods) from time to time on demand at the
     same rate to the extent lawful. Interest will be computed on the basis of a
     360-day year of twelve 30-day months.

     Until this Regulation S Temporary Global Note is exchanged for one or more
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to
receive payments of interest hereon; until so exchanged in full, this Regulation
S Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.

          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
     (except defaulted interest) and Liquidated Damages, if any, to the Persons
     who are registered Holders of Notes at the close of business on the January
     15 or July 15 next preceding the Interest Payment Date, even if such Notes
     are canceled after such record date and on or before such Interest Payment
     Date, except as provided in Section 2.12 of the Indenture with respect to
     defaulted interest. The Notes will be payable as to principal, premium,
     interest and Liquidated Damages, if any, at the office or agency of the
     Company maintained for such purpose within or without the City and State of
     New York, or, at the option of the Company, payment of interest and
     Liquidated Damages, if any, may be made by check mailed to the Holders at
     their addresses set forth in the register of Holders; provided that payment
     by wire transfer of immediately available] funds will be required with
     respect to principal of and interest, premium and Liquidated Damages, if
     any, on, all Global Notes and all other Notes the Holders of which will
     have provided wire transfer instructions to the Company or the Paying
     Agent. Such payment will be 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.

          (3) PAYING AGENT AND REGISTRAR. Initially, Bank of Oklahoma, National
     Association, the Trustee under the Indenture, will act as Paying Agent and
     Registrar. The Company may change any Paying Agent or Registrar without
     notice to any Holder. The Company or any of its Subsidiaries may act in any
     such capacity.

          (4) INDENTURE. The Company issued the Notes under an Indenture dated
     as of August 8, 2003 (the "Indenture") between the Company and the Trustee.
     The terms of the Notes include those stated in the Indenture and those made
     part of the Indenture by reference to the Trust Indenture Act of 1939, as
     amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all
     such terms, and Holders are referred to the Indenture and such Act for a
     statement of such terms. To the extent any provision of this Note conflicts
     with the express provisions of the Indenture, the provisions of the
     Indenture shall govern and be controlling. The Notes are general unsecured
     obligations of the Company limited in aggregate principal amount to
     $900,000,000 issued on the Issue Date (the "Initial Notes") and an
     unlimited aggregate additional principal amount issuable thereafter under
     the terms of the Indenture.

          (5) OPTIONAL REDEMPTION.

               (c) Except as set forth in subparagraph (b) of this Paragraph 5,
          the Company will not have the option to redeem the Notes prior to
          August 1, 2007. Thereafter, the Company will have the option to redeem
          the Notes, in whole or in part, upon not less than 30 nor more than 60
          days' notice, at the redemption prices (expressed as percentages of
          principal amount) set forth below plus accrued and unpaid interest and
          Liquidated Damages, if any, on the notes redeemed, to the applicable
          redemption date, if redeemed during the twelve-month period beginning
          on August 1 of the years indicated below, subject to the rights of
          noteholders on the relevant record date to receive interest on the
          relevant interest payment date:

        Year                                                    Percentage
        ----                                                    ----------
        2007.................................................     105.000%
        2008.................................................     102.500%
        2009 and thereafter..................................     100.000%

               (d) Notwithstanding the provisions of subparagraph (a) of this
          Paragraph 5, at any time prior to August 1, 2007, the Company may
          redeem a portion of the outstanding Notes, so long as at least $600.0
          million in aggregate principal amount of Notes (including any
          additional Notes subsequently issued under the Indenture) remains
          outstanding after the redemption, at a redemption price equal to
          110.000% of the principal amount, plus accrued and unpaid interest and
          Liquidated Damages, if any, to the redemption date, with the net cash
          proceeds of one or more Equity Offerings (other than Disqualified
          Stock); provided that the redemption occurs within 60 days of the date
          of the closing of such Equity Offering.

          (6) MANDATORY REDEMPTION.

               (a) Except as set forth in subparagraph (b) of this Paragraph 6
          or under Sections 4.10 and 4.15 of the Indenture, the Company shall
          not be required to make mandatory redemption or sinking fund payments
          with respect to the Notes.

               (b) In accordance with the terms and conditions of the Escrow
          Agreement, and using the Deposit, Escrow Corp. shall redeem all and
          not less than all of the Initial Notes on November 8, 2003, or such
          earlier date as Escrow Corp. shall elect (the "Special Mandatory
          Redemption Date"), if the Escrow Corp. Merger has not occurred on or
          prior to the Special Mandatory Redemption Date, at a redemption price
          equal to 100% of the aggregate principal amount of the Notes, plus
          accrued and unpaid interest thereon through and including the Special
          Mandatory Redemption Date or through November 6, 2003 in the event the
          Special Mandatory Redemption Date is November 7 or November 8, 2003.
          Upon the closing of the Escrow Corp. Merger on or before the Special
          Mandatory Redemption Date, the foregoing provisions of this
          subparagraph (b) shall be null and void. The Special Mandatory
          Redemption Date shall be no more than two days after the date on which
          the parties to the Escrow Agreement decide to terminate the Escrow
          Agreement.

          (7) REPURCHASE AT OPTION OF HOLDER.

               (a) If there is a Change of Control, the Company will be required
          to make an offer (a "Change of Control Offer") to repurchase all or
          any part (equal to $1,000 or an integral multiple thereof) of each
          Holder's Notes at a purchase price equal to 101% of the aggregate
          principal amount of Notes repurchased plus accrued and unpaid interest
          and Liquidated Damages, if any, on the Notes repurchased, to the date
          of purchase, subject to the rights of noteholders on the relevant
          record date to receive interest due on the relevant interest payment
          date (the "Change of Control Payment"). Within 10 business days
          following any Change of Control, the Company will mail a notice to
          each Holder setting forth the procedures governing the Change of
          Control Offer as required by the Indenture.

               (b) If the Company or a Restricted Subsidiary consummates any
          Asset Sales, which the aggregate amount of Excess Proceeds exceeds
          $25.0 million, the Company will commence an offer to all Holders of
          Notes and all holders of other Indebtedness that is pari passu with
          the Notes containing provisions similar to those set forth in the
          Indenture with respect to offers to purchase or redeem with the
          proceeds of sales of assets (an "Asset Sale Offer") pursuant to
          Section 3.09 of the Indenture to purchase the maximum principal amount
          of Notes (including any Additional Notes) and other pari passu
          Indebtedness that may be purchased out of the Excess Proceeds at an
          offer price in cash in an amount equal to 100% of principal amount
          plus accrued and unpaid interest and Liquidated Damages, if any, to
          the date of purchase, in accordance with the procedures set forth in
          the Indenture. To the extent that the aggregate amount of Notes
          (including any Additional Notes) and other pari passu Indebtedness
          tendered pursuant to an Asset Sale Offer is less than the Excess
          Proceeds, the Company may use such excess for any purpose not
          otherwise prohibited by the Indenture. If the aggregate principal
          amount of Notes and other pari passu Indebtedness surrendered by
          holders thereof exceeds the amount of Excess Proceeds, the Trustee
          shall select the Notes and other pari passu Indebtedness to be
          purchased on a pro rata basis. Holders of Notes that are the subject
          of an offer to purchase will receive an Asset Sale Offer from the
          Company prior to any related purchase date and may elect to have such
          Notes purchased by completing the form entitled "Option of Holder to
          Elect Purchase" on the reverse of the Notes.

          (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
     30 days but not more than 60 days before the redemption date to each Holder
     whose Notes are to be redeemed at its registered address. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed. On and after the redemption date interest ceases to accrue on
     Notes or portions thereof called for redemption.

          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
     form without coupons in denominations of $1,000 and integral multiples of
     $1,000. The transfer of Notes may be registered and Notes may be exchanged
     as provided in the Indenture. The Registrar and the Trustee may require a
     Holder, among other things, to furnish appropriate endorsements and
     transfer documents and the Company may require a Holder to pay any taxes
     and fees required by law or permitted by the Indenture. The Company need
     not exchange or register the transfer of any Note or portion of a Note
     selected for redemption, except for the unredeemed portion of any Note
     being redeemed in part. Also, the Company need not exchange or register the
     transfer of any Notes for a period of 15 days before a selection of Notes
     to be redeemed or during the period between a record date and the
     corresponding Interest Payment Date.

     This Regulation S Temporary Global Note is exchangeable in whole or in part
for one or more Global Notes only (i) on or after the termination of the 40-day
restricted period (as defined in Regulation S) and (ii) upon presentation of
certificates (accompanied by an Opinion of Counsel, if applicable) required by
Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global
Note for one or more Global Notes, the Trustee shall cancel this Regulation S
Temporary Global Note.

          (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
     treated as its owner for all purposes.

          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
     the Indenture, the Note Guarantees or the Notes may be amended or
     supplemented with the consent of the Holders of at least a majority in
     principal amount of the then outstanding Notes and Additional Notes, if
     any, voting as a single class, and any existing default or compliance with
     any provision of the Indenture, the Note Guarantees or the Notes may be
     waived with the consent of the Holders of a majority in principal amount of
     the then outstanding Notes and Additional Notes, if any, voting as a single
     class. Without the consent of any Holder of a Note, the Indenture, the Note
     Guarantees or the Notes may be amended or supplemented to cure any
     ambiguity, defect or inconsistency, to provide for uncertificated Notes in
     addition to or in place of certificated Notes, to provide for the
     assumption of the Company's or any Guarantor's obligations to Holders of
     the Notes in case of a merger or consolidation, to make any change that
     would provide any additional rights or benefits to the Holders of the Notes
     or that does not adversely affect the legal rights under the Indenture of
     any such Holder, to comply with the requirements of the SEC in order to
     effect or maintain the qualification of the Indenture under the Trust
     Indenture Act , to provide for the Issuance of Additional Notes in
     accordance with the limitations set forth in the Indenture, or to allow any
     Guarantor to execute a supplemental indenture to the Indenture and/or a
     Note Guarantee with respect to the Notes.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for
     30 days in the payment when due of interest on, or Liquidated Damages with
     respect to, the Notes; (ii) default in payment when due of principal of or
     premium, if any, on the Notes, (iii) failure by the Company or any of its
     Restricted Subsidiaries to comply with Section 3.08, 4.07, 4.09, 4.10, 4.15
     or 5.01 of the Indenture; (iv) failure by the Company or any of its
     Restricted Subsidiaries for 60 days after notice to the Company by the
     Trustee or the Holders of at least 25% in principal amount of the Notes
     then outstanding voting as a single class to observe or perform any other
     covenant, representation, warranty or other agreement in the Indenture or
     the Notes; (v) default under any mortgage, indenture or instrument under
     which there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by the Company or any
     of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
     exists, or is created after the date of the Indenture, if that default (A)
     is caused by a failure to pay principal of, or interest or premium, if any,
     on such Indebtedness prior to the expiration of the grace period provided
     in such Indebtedness on the date of such default (a "Payment Default"); or
     (B) results in the acceleration of such Indebtedness prior to its express
     maturity, and in each case, the principal amount of any such Indebtedness,
     together with the principal amount of any other such Indebtedness under
     which there has been a Payment Default or the maturity of which has been so
     accelerated, aggregates $25.0 million or more; (vi) a final judgment or
     final judgments for the payment of money are entered by a court or courts
     of competent jurisdiction against the Company or any of its Restricted
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Restricted Subsidiary, which judgment or judgments are not
     paid, discharged or stayed for a period of 60 days; provided that the
     aggregate of all such undischarged judgments exceeds $35.0 million; (vii)
     certain events of bankruptcy or insolvency with respect to the Company or
     any of its Significant Subsidiaries, or any group of Subsidiaries, that,
     taken as a whole, would constitute a Significant Subsidiary pursuant to or
     within the meaning of Bankruptcy Law; (viii) failure of the Escrow
     Agreement, at any time, to be in full force and effect (unless the Escrow
     Deposit is released by the escrow agent) or any contest by the Company or
     any of its Subsidiaries or Parent of the validity or enforceability of the
     Escrow Agreement; (ix) failure by Escrow Corp. to redeem the Notes pursuant
     to the provisions described in Section 3.08 of the Indenture and (x) except
     as permitted by the Indenture, any Note Guarantee shall be held in any
     judicial proceeding to be unenforceable or invalid or shall cease for any
     reason to be in full force and effect or any Guarantor or any Person acting
     on its behalf shall deny or disaffirm its obligations under such
     Guarantor's Note Guarantee. If any Event of Default occurs and is
     continuing, the Trustee or the Holders of at least 25% in principal amount
     of the then outstanding Notes may declare all the Notes to be due and
     payable. Notwithstanding the foregoing, in the case of an Event of Default
     arising from certain events of bankruptcy or insolvency, all outstanding
     Notes will become due and payable without further action or notice. Holders
     may not enforce the Indenture or the Notes except as provided in the
     Indenture. Subject to certain limitations, Holders of a majority in
     principal amount of the then outstanding Notes may direct the Trustee in
     its exercise of any trust or power. The Trustee may withhold from Holders
     of the Notes notice of any continuing Default or Event of Default (except a
     Default or Event of Default relating to the payment of principal or
     interest) if it determines that withholding notice is in their interest.
     The Holders of a majority in aggregate principal amount of the Notes then
     outstanding by notice to the Trustee may on behalf of the Holders of all of
     the Notes waive any existing Default or Event of Default and its
     consequences under the Indenture except a continuing Default or Event of
     Default in the payment of interest on, or the principal of, the Notes. The
     Company is required to deliver to the Trustee annually a statement
     regarding compliance with the Indenture, and the Company is required upon
     becoming aware of any Default or Event of Default, to deliver to the
     Trustee a statement specifying such Default or Event of Default.

          (13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
     any other capacity, may make loans to, accept deposits from, and perform
     services for the Company or its Affiliates, and may otherwise deal with the
     Company or its Affiliates, as if it were not the Trustee.

          (14) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors, as
     such, will not have any liability for any obligations of the Company or
     such Guarantor under the Notes, the Note Guarantees or the Indenture or for
     any claim based on, in respect of, or by reason of, such obligations or
     their creation. Each Holder by accepting a Note waives and releases all
     such liability. The waiver and release are part of the consideration for
     the issuance of the Notes.

          (15) AUTHENTICATION. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

          (16) ABBREVIATIONS. Customary abbreviations may be used in the name of
     a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
     tenants by the entireties), JT TEN (= joint tenants with right of
     survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
     (= Uniform Gifts to Minors Act).

          (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
     RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
     of Notes under the Indenture, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have all the rights set forth in the
     Registration Rights Agreement dated as of August 8, 2003, among the
     Company, the Guarantors and the other parties named on the signature pages
     thereof or, in the case of Additional Notes, Holders of Restricted Global
     Notes and Restricted Definitive Notes will have the rights set forth in one
     or more registration rights agreements, if any, among the Company, the
     Guarantors and the other parties thereto, relating to rights given by the
     Company and the Guarantors to the purchasers of any Additional Notes
     (collectively, the "Registration Rights Agreement").

          (18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
     Committee on Uniform Security Identification Procedures, the Company has
     caused CUSIP numbers to be printed on the Notes and the Trustee may use
     CUSIP numbers in notices of redemption as a convenience to Holders. No
     representation is made as to the accuracy of such numbers either as printed
     on the Notes or as contained in any notice of redemption and reliance may
     be placed only on the other identification numbers placed thereon.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

ACC Escrow Corp.
14201 Wireless Way
Oklahoma City, Oklahoma 73134

Attention:  ______________


<PAGE>
                                 ASSIGNMENT FORM


     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:__________________________________
                                               (Insert assignee's legal name)

_______________________________________________________________________________
                     (Insert assignee's soc. sec. or tax I.D. no.)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                 (Print or type assignee's name, address and zip code)

and irrevocably appoint _______________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________

                     Your Signature:___________________________________________
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:  _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                      [  ]  Section 4.10       [  ]  Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

                                $_______________

Date:  _______________

                     Your Signature:___________________________________________
                    (Sign exactly as your name appears on the face of this Note)

                     Tax Identification No.:___________________________________

Signature Guarantee*:  _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


<PAGE>
           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE


     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

<TABLE>

<CAPTION>
                                                                           Principal Amount
                           Amount of decrease    Amount of increase in    of this Global Note       Signature of
                           in Principal Amount      Principal Amount        following such       authorized officer
                                   of                      of                  decrease             of Trustee or
    Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
<S>                        <C>                   <C>                      <C>                    <C>
</TABLE>

<PAGE>
                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

ACC Escrow Corp.
14201 Wireless Way
Oklahoma City, Oklahoma 73134

Bank of Oklahoma, National Association
9520 North May, Suite 110
Oklahoma City, Oklahoma  73120
Attention:  Corporate Trust Group

     Re: 10% Senior Notes due 2011

     Reference is hereby made to the Indenture, dated as of August 8, 2003 (the
"Indenture"), between ACC Escrow Corp., as issuer (the "Company") and Bank of
Oklahoma, National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

     ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

     1. [ ] Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor
hereby further certifies that the beneficial interest or Definitive Note is
being transferred to a Person that the Transferor reasonably believed and
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

     2. [ ] Check if Transferee will take delivery of a beneficial interest in
the Regulation S Temporary Global Note, the Regulation S Permanent Global Note
or a Definitive Note pursuant to Regulation S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a Person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Permanent Global Note,
the Regulation S Temporary Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

     3. [ ] Check and complete if Transferee will take delivery of a beneficial
interest in the IAI Global Note or a Definitive Note pursuant to any provision
of the Securities Act other than Rule 144A or Regulation S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

          (a) [ ] such Transfer is being effected pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          (b) [ ] such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

          (c) [ ] such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act;

                                       or

          (d) [ ] such Transfer is being effected to an Institutional Accredited
     Investor and pursuant to an exemption from the registration requirements of
     the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
     Transferor hereby further certifies that it has not engaged in any general
     solicitation within the meaning of Regulation D under the Securities Act
     and the Transfer complies with the transfer restrictions applicable to
     beneficial interests in a Restricted Global Note or Restricted Definitive
     Notes and the requirements of the exemption claimed, which certification is
     supported by (1) a certificate executed by the Transferee in the form of
     Exhibit D to the Indenture and (2) if such Transfer is in respect of a
     principal amount of Notes at the time of transfer of less than $250,000, an
     Opinion of Counsel provided by the Transferor or the Transferee (a copy of
     which the Transferor has attached to this certification), to the effect
     that such Transfer is in compliance with the Securities Act. Upon
     consummation of the proposed transfer in accordance with the terms of the
     Indenture, the transferred beneficial interest or Definitive Note will be
     subject to the restrictions on transfer enumerated in the Private Placement
     Legend printed on the IAI Global Note and/or the Definitive Notes and in
     the Indenture and the Securities Act.

     4. [ ] Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

          (a) [ ] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
     being effected pursuant to and in accordance with Rule 144 under the
     Securities Act and in compliance with the transfer restrictions contained
     in the Indenture and any applicable blue sky securities laws of any state
     of the United States and (ii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act. Upon consummation of the
     proposed Transfer in accordance with the terms of the Indenture, the
     transferred beneficial interest or Definitive Note will no longer be
     subject to the restrictions on transfer enumerated in the Private Placement
     Legend printed on the Restricted Global Notes, on Restricted Definitive
     Notes and in the Indenture.

          (b) [ ] Check if Transfer is Pursuant to Regulation S. (i) The
     Transfer is being effected pursuant to and in accordance with Rule 903 or
     Rule 904 under the Securities Act and in compliance with the transfer
     restrictions contained in the Indenture and any applicable blue sky
     securities laws of any state of the United States and (ii) the restrictions
     on transfer contained in the Indenture and the Private Placement Legend are
     not required in order to maintain compliance with the Securities Act. Upon
     consummation of the proposed Transfer in accordance with the terms of the
     Indenture, the transferred beneficial interest or Definitive Note will no
     longer be subject to the restrictions on transfer enumerated in the Private
     Placement Legend printed on the Restricted Global Notes, on Restricted
     Definitive Notes and in the Indenture.

          (c) [ ] Check if Transfer is Pursuant to Other Exemption. (i) The
     Transfer is being effected pursuant to and in compliance with an exemption
     from the registration requirements of the Securities Act other than Rule
     144, Rule 903 or Rule 904 and in compliance with the transfer restrictions
     contained in the Indenture and any applicable blue sky securities laws of
     any State of the United States and (ii) the restrictions on transfer
     contained in the Indenture and the Private Placement Legend are not
     required in order to maintain compliance with the Securities Act. Upon
     consummation of the proposed Transfer in accordance with the terms of the
     Indenture, the transferred beneficial interest or Definitive Note will not
     be subject to the restrictions on transfer enumerated in the Private
     Placement Legend printed on the Restricted Global Notes or Restricted
     Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                 [Insert Name of Transferor]



                                 By:
                                     Name:
                                     Title:

     Dated: _______________________



<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

     1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

          (a) [ ] a beneficial interest in the:

               (i)   [  ]  144A Global Note (CUSIP _________), or

               (ii)  [  ]  Regulation S Permanent Global Note (CUSIP ______), or

               (iii) [  ]  Regulation S Temporary Global Note (CUSIP ______), or

               (iv)  [  ]  IAI Global Note (CUSIP _________); or

          (b) [  ]  a Restricted Definitive Note.

     2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (a) [  ]  a beneficial interest in the:

               (i)   [  ]  144A Global Note (CUSIP _________), or

               (ii)  [  ]  Regulation S Permanent Global Note (CUSIP ______), or

               (iii) [  ]  Regulation S Temporary Global Note (CUSIP ______), or

               (iv)  [  ]  IAI Global Note (CUSIP _________); or

               (v)   [  ]  Unrestricted Global Note (CUSIP _________); or

          (b) [  ]  a Restricted Definitive Note; or

          (c) [  ]  an Unrestricted Definitive Note,

          in accordance with the terms of the Indenture.



<PAGE>
                                   EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

ACC Escrow Corp.
14201 Wireless Way
Oklahoma City, Oklahoma 73134

Bank of Oklahoma, National Association
9520 North May, Suite 110
Oklahoma City, Oklahoma  73120
Attention:  Corporate Trust Group


     Re: 10% Senior Notes due 2011

                              (CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of August 8, 2003 (the
"Indenture"), between ACC Escrow Corp., as issuer (the "Company") and Bank of
Oklahoma, National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

     __________________________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

          (a) [ ] Check if Exchange is from beneficial interest in a Restricted
     Global Note to beneficial interest in an Unrestricted Global Note. In
     connection with the Exchange of the Owner's beneficial interest in a
     Restricted Global Note for a beneficial interest in an Unrestricted Global
     Note in an equal principal amount, the Owner hereby certifies (i) the
     beneficial interest is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to the Global Notes and pursuant to and in
     accordance with the Securities Act of 1933, as amended (the "Securities
     Act"), (iii) the restrictions on transfer contained in the Indenture and
     the Private Placement Legend are not required in order to maintain
     compliance with the Securities Act and (iv) the beneficial interest in an
     Unrestricted Global Note is being acquired in compliance with any
     applicable blue sky securities laws of any state of the United States.

          (b) [ ] Check if Exchange is from beneficial interest in a Restricted
     Global Note to Unrestricted Definitive Note. In connection with the
     Exchange of the Owner's beneficial interest in a Restricted Global Note for
     an Unrestricted Definitive Note, the Owner hereby certifies (i) the
     Definitive Note is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to the Restricted Global Notes and
     pursuant to and in accordance with the Securities Act, (iii) the
     restrictions on transfer contained in the Indenture and the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act and (iv) the Definitive Note is being acquired in compliance
     with any applicable blue sky securities laws of any state of the United
     States.

          (c) [ ] Check if Exchange is from Restricted Definitive Note to
     beneficial interest in an Unrestricted Global Note. In connection with the
     Owner's Exchange of a Restricted Definitive Note for a beneficial interest
     in an Unrestricted Global Note, the Owner hereby certifies (i) the
     beneficial interest is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to Restricted Definitive Notes and
     pursuant to and in accordance with the Securities Act, (iii) the
     restrictions on transfer contained in the Indenture and the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act and (iv) the beneficial interest is being acquired in
     compliance with any applicable blue sky securities laws of any state of the
     United States.

          (d) [ ] Check if Exchange is from Restricted Definitive Note to
     Unrestricted Definitive Note. In connection with the Owner's Exchange of a
     Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
     hereby certifies (i) the Unrestricted Definitive Note is being acquired for
     the Owner's own account without transfer, (ii) such Exchange has been
     effected in compliance with the transfer restrictions applicable to
     Restricted Definitive Notes and pursuant to and in accordance with the
     Securities Act, (iii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act and (iv) the Unrestricted
     Definitive Note is being acquired in compliance with any applicable blue
     sky securities laws of any state of the United States.

     2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

          (a) [ ] Check if Exchange is from beneficial interest in a Restricted
     Global Note to Restricted Definitive Note. In connection with the Exchange
     of the Owner's beneficial interest in a Restricted Global Note for a
     Restricted Definitive Note with an equal principal amount, the Owner hereby
     certifies that the Restricted Definitive Note is being acquired for the
     Owner's own account without transfer. Upon consummation of the proposed
     Exchange in accordance with the terms of the Indenture, the Restricted
     Definitive Note issued will continue to be subject to the restrictions on
     transfer enumerated in the Private Placement Legend printed on the
     Restricted Definitive Note and in the Indenture and the Securities Act.

          (b) [ ] Check if Exchange is from Restricted Definitive Note to
     beneficial interest in a Restricted Global Note. In connection with the
     Exchange of the Owner's Restricted Definitive Note for a beneficial
     interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note, IAI
     Global Note with an equal principal amount, the Owner hereby certifies (i)
     the beneficial interest is being acquired for the Owner's own account
     without transfer and (ii) such Exchange has been effected in compliance
     with the transfer restrictions applicable to the Restricted Global Notes
     and pursuant to and in accordance with the Securities Act, and in
     compliance with any applicable blue sky securities laws of any state of the
     United States. Upon consummation of the proposed Exchange in accordance
     with the terms of the Indenture, the beneficial interest issued will be
     subject to the restrictions on transfer enumerated in the Private Placement
     Legend printed on the relevant Restricted Global Note and in the Indenture
     and the Securities Act.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                     [Insert Name of Transferor]


                                     By:
                                          Name:
                                          Title:

Dated:  ______________________



<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

ACC Escrow Corp.
14201 Wireless Way
Oklahoma City, Oklahoma 73174

Bank of Oklahoma, National Association
9520 North May, Suite 110
Oklahoma City, Oklahoma  73120
Attention:  Corporate Trust Group

     Re: 10% Senior Notes due 2011

     Reference is hereby made to the Indenture, dated as of August 8, 2003 (the
"Indenture"), between ACC Escrow Corp., as issuer (the "Company") and Bank of
Oklahoma, National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of:

     (a) [  ]  a beneficial interest in a Global Note, or

     (b) [  ]  a Definitive Note,

     we confirm that:

     1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the Securities Act of 1933, as
amended (the "Securities Act").

     2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such Transfer is in respect of
a principal amount of Notes at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

     3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

     4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5. We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                  [Insert Name of Accredited Investor]


                                   By:
                                        Name:
                                        Title:

Dated:  _______________________



<PAGE>
                                    EXHIBIT E

                            [FORM OF NOTE GUARANTEE]

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of August 8, 2003 (the "Indenture") between
ACC Escrow Corp., (the "Company") and Bank of Oklahoma, National Association, as
trustee (the "Trustee"), (a) the due and punctual payment of the principal of,
premium and Liquidated Damages, if any, and interest on the Notes (as defined in
the Indenture), whether at maturity, by acceleration, redemption or otherwise,
the due and punctual payment of interest on overdue principal of and interest on
the Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the 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.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.


                                  By:
                                      Name:
                                      Title:


<PAGE>
                                    EXHIBIT F

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of ACC Escrow Corp. (or its permitted successor), a
Delaware corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and Bank of Oklahoma, National
Associaiton, as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

     WHEREAS, the Company 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, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary 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 Subsidiary 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 Subsidiary hereby agrees 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 Subsidiary 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) The 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
Subsidiary, 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 Subsidiary 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: _______________, 20___

                                    [GUARANTEEING SUBSIDIARY]

                                    By:
                                         Name:
                                         Title:

                                    [COMPANY]

                                    By:
                                         Name:
                                         Title:

                                    [EXISTING GUARANTORS]

                                    By:
                                         Name:
                                         Title:

                                   [TRUSTEE],
                                   as Trustee

                                   By:
                                      Authorized Signatory