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                                                                     Exhibit 4.2

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                          AMERICAN CELLULAR CORPORATION

                    9 1/2% SENIOR SUBORDINATED NOTES DUE 2009

                                    INDENTURE

                           DATED AS OF MARCH 14, 2001

                     UNITED STATES TRUST COMPANY OF NEW YORK

                                     TRUSTEE



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                                TABLE OF CONTENTS

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ARTICLE 1.            DEFINITIONS AND INCORPORATION BY REFERENCE........................................1

         Section 1.01.     Definitions..................................................................1

         Section 1.02.     Other Definitions...........................................................33

         Section 1.03.     Incorporation by Reference of Trust Indenture Act...........................33

         Section 1.04.     Rules of Construction.......................................................34

ARTICLE 2.            THE NOTES........................................................................34

         Section 2.01.     Form and Dating.............................................................34

         Section 2.02.     Execution and Authentication................................................35

         Section 2.03.     Registrar and Paying Agent..................................................36

         Section 2.04.     Paying Agent to Hold Money in Trust.........................................36

         Section 2.05.     Holder Lists................................................................37

         Section 2.06.     Transfer and Exchange.......................................................37

         Section 2.07.     Replacement Notes...........................................................53

         Section 2.08.     Outstanding Notes...........................................................53

         Section 2.09.     Treasury Notes..............................................................53

         Section 2.10.     Temporary Notes.............................................................54

         Section 2.11.     Cancellation................................................................54

         Section 2.12.     Defaulted Interest..........................................................54

         Section 2.13.     CUSIP and ISIN Numbers......................................................55

ARTICLE 3.            REDEMPTION AND PREPAYMENT........................................................55

         Section 3.01.     Notices to Trustee..........................................................55

         Section 3.02.     Selection of Notes to Be Redeemed...........................................55

         Section 3.03.     Notice of Redemption........................................................56

         Section 3.04.     Effect of Notice of Redemption..............................................57

         Section 3.05.     Deposit of Redemption Price.................................................57

         Section 3.06.     Notes Redeemed in Part......................................................57

         Section 3.07.     Optional Redemption.........................................................58

         Section 3.08.     Mandatory Redemption........................................................58

         Section 3.09.     Offer to Purchase...........................................................58

ARTICLE 4.            COVENANTS........................................................................59

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         Section 4.01.     Payment of Notes............................................................59

         Section 4.02.     Maintenance of Office or Agency.............................................60

         Section 4.03.     Reports.....................................................................60

         Section 4.04.     Compliance Certificate......................................................61

         Section 4.05.     Taxes.......................................................................62

         Section 4.06.     Stay, Extension and Usury Laws..............................................62

         Section 4.07.     Restricted Payments.........................................................62

         Section 4.08.     Dividend and Other Payment Restrictions Affecting Subsidiaries..............66

         Section 4.09.     Incurrence of Indebtedness..................................................68

         Section 4.10.     Future Subsidiary Guarantors................................................72

         Section 4.11.     Asset Sales.................................................................72

         Section 4.12.     Transactions with Affiliates................................................74

         Section 4.13.     Liens.......................................................................75

         Section 4.14.     Limitation on Layered Indebtedness..........................................76

         Section 4.15.     Corporate Existence.........................................................76

         Section 4.16.     Offer to Repurchase Upon Change of Control..................................76

         Section 4.17.     Limitations on Line of Business.............................................77

         Section 4.18.     Payments for Consent........................................................77

         Section 4.19.     Limitations on Use of Proceeds..............................................78

ARTICLE 5.            SUCCESSORS.......................................................................78

         Section 5.01.     Merger, Consolidation, or Sale of Assets....................................78

         Section 5.02.     Successor Person Substituted................................................80

ARTICLE 6.            DEFAULTS AND REMEDIES............................................................80

         Section 6.01.     Events of Default...........................................................80

         Section 6.02.     Acceleration................................................................82

         Section 6.03.     Other Remedies..............................................................83

         Section 6.04.     Waiver of Past Defaults.....................................................83

         Section 6.05.     Control by Majority.........................................................84

         Section 6.06.     Limitation on Suits.........................................................84

         Section 6.07.     Rights of Holders of Notes to Receive Payment...............................84

         Section 6.08.     Collection Suit by Trustee..................................................85

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         Section 6.09.     Trustee May File Proofs of Claim............................................85

         Section 6.10.     Priorities..................................................................85

         Section 6.11.     Undertaking for Costs.......................................................86

         Section 6.12.     Restoration of Rights and Remedies..........................................86

         Section 6.13.     Rights and Remedies Cumulative..............................................86

         Section 6.14.     Delay or Omission Not Waiver................................................87

ARTICLE 7.            TRUSTEE..........................................................................87

         Section 7.01.     Duties of Trustee...........................................................87

         Section 7.02.     Rights of Trustee...........................................................88

         Section 7.03.     Individual Rights of Trustee................................................89

         Section 7.04.     Trustee's Disclaimer........................................................89

         Section 7.05.     Notice of Defaults..........................................................90

         Section 7.06.     Reports by Trustee to Holders of the Notes..................................90

         Section 7.07.     Compensation and Indemnity..................................................90

         Section 7.08.     Replacement of Trustee......................................................91

         Section 7.09.     Successor Trustee by Merger, etc............................................92

         Section 7.10.     Eligibility; Disqualification...............................................92

         Section 7.11.     Preferential Collection of Claims Against Company...........................93

ARTICLE 8.            LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................................93

         Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance....................93

         Section 8.02.     Legal Defeasance and Discharge..............................................93

         Section 8.03.     Covenant Defeasance.........................................................94

         Section 8.04.     Conditions to Legal or Covenant Defeasance..................................94

         Section 8.05.     Deposited Money and Government Securities to Be Held in Trust; Other
                           Miscellaneous Provisions....................................................95

         Section 8.06.     Repayment to Company........................................................96

         Section 8.07.     Reinstatement...............................................................96

ARTICLE 9.            AMENDMENT, SUPPLEMENT AND WAIVER.................................................97

         Section 9.01.     Without Consent of Holders of Notes.........................................97

         Section 9.02.     With Consent of Holders of Notes............................................98

         Section 9.03.     Compliance with Trust Indenture Act.........................................99

         Section 9.04.     Revocation and Effect of Consents...........................................99

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         Section 9.05.     Notation on or Exchange of Notes...........................................100

         Section 9.06.     Trustee to Sign Amendments, etc............................................100

ARTICLE 10.           GUARANTEES OF THE NOTES.........................................................100

         Section 10.01.    Guarantees.................................................................100

         Section 10.02.    Additional Guarantees......................................................103

         Section 10.03.    Limitation on Guarantor Liability..........................................103

         Section 10.04.    Successors and Assigns.....................................................104

         Section 10.05.    No Waiver..................................................................104

ARTICLE 11.           SUBORDINATION...................................................................104

         Section 11.01.    Agreement To Subordinate...................................................104

         Section 11.02.    Liquidation; Dissolution; Bankruptcy.......................................105

         Section 11.03.    Default On Designated Senior Indebtedness..................................105

         Section 11.04.    Acceleration of notes......................................................107

         Section 11.05.    When distribution must be paid over........................................107

         Section 11.06.    Notice By The Company......................................................107

         Section 11.07.    Subrogation................................................................107

         Section 11.08.    Relative Rights............................................................108

         Section 11.09.    Subordination May Not Be Impaired By The Company...........................108

         Section 11.10.    Distribution Or Notice To Representative...................................109

         Section 11.11.    Rights Of Trustee And Paying Agent.........................................109

         Section 11.12.    Authorization To Effect Subordination......................................110

         Section 11.13.    Trust Moneys Not Subordinated..............................................110

         Section 11.14.    Payment and Distribution...................................................110

         Section 11.15.    No Claims..................................................................111

         Section 11.16.    Acknowledgement of Holders.................................................111

ARTICLE 12.           SATISFACTION AND DISCHARGE......................................................111

         Section 12.01.    Satisfaction and Discharge of Indenture....................................111

         Section 12.02.    Application of Trust Money.................................................112

ARTICLE 13.           MISCELLANEOUS...................................................................113

         Section 13.01.    Trust Indenture Act Controls...............................................113

         Section 13.02.    Notices....................................................................113

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         Section 13.03.    Communication by Holders of Notes with Other Holders of Notes..............114

         Section 13.04.    Certificate and Opinion as to Conditions Precedent.........................114

         Section 13.05.    Statements Required in Certificate or Opinion..............................115

         Section 13.06.    Rules by Trustee and Agents................................................115

         Section 13.07.    No Personal Liability of Directors, Officers, Employees and Stockholders...115

         Section 13.08.    Governing Law..............................................................116

         Section 13.09.    No Adverse Interpretation of Other Agreements..............................116

         Section 13.10.    Successors.................................................................116

         Section 13.11.    Severability...............................................................116

         Section 13.12.    Counterpart Originals......................................................116

         Section 13.13.    Table of Contents, Headings, etc...........................................116

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EXHIBITS

Exhibit A     FORM OF NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED
              INVESTOR
Exhibit E     FORM OF NOTATION ON NOTE RELATING TO GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORS








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                  INDENTURE dated as of March 14, 2001 between American Cellular
Corporation, a Delaware corporation (the "COMPANY"), ACC Acquisition LLC (the
"PARENT GUARANTOR"), each of the Subsidiary Guarantors named herein and United
States Trust Company of New York, a New York corporation, as Trustee (the
"TRUSTEE").

                  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 of the 9 1/2% Senior Subordinated Notes due 2009 (together with the
Exchange Notes and any Additional Notes that may be issued in the future in
accordance with Section 2.01(d), the "NOTES"):

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         DEFINITIONS.

                  "144A GLOBAL NOTE" means a global note in substantially 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 shall be issued in a denomination equal
to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

                  "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person
existing at the time such Person becomes a Restricted Subsidiary or merges with
or into the Parent Guarantor or which is assumed in connection with an Asset
Acquisition by a Restricted Subsidiary or by the Parent Guarantor and not
Incurred in connection with, or in anticipation of, such Person becoming a
Restricted Subsidiary or such Asset Acquisition; PROVIDED, HOWEVER, that the
term "Acquired Indebtedness" shall not include Indebtedness of a Person which is
redeemed, defeased, retired or otherwise repaid at the time of or immediately
upon consummation of the transactions by which such Person becomes a Restricted
Subsidiary or merges with or into the Parent Guarantor or such Asset
Acquisition.

                  "ADDITIONAL NOTES" means any additional Notes that the Company
may issue pursuant to Section 2.01 of this Indenture.

                  "ADJUSTED CONSOLIDATED NET INCOME" means, for any period, the
aggregate consolidated net income (or loss) of the Parent Guarantor and its
Restricted Subsidiaries for such period determined in conformity with GAAP;
PROVIDED, HOWEVER, that the following items shall be excluded in computing
Adjusted Consolidated Net Income, without duplication:

                           (1) the net income of any Person other than net
                  income attributable to a Restricted Subsidiary in which any
                  Person other than the Parent Guarantor or any Restricted
                  Subsidiaries has a joint



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                  interest and the net income of any Unrestricted Subsidiary,
                  except to the extent of the amount of dividends or other
                  distributions actually paid to the Parent Guarantor or any
                  Restricted Subsidiaries by such other Person or such
                  Unrestricted Subsidiary during such period;

                           (2) solely for the purposes of calculating the amount
                  of Restricted Payments that may be made pursuant to Section
                  4.07(a) (and in such case, except to the extent includable
                  pursuant to clause (1) above), the net income or loss of any
                  Person accrued prior to the date it becomes a Restricted
                  Subsidiary or is merged into or consolidated with the Parent
                  Guarantor or any Restricted Subsidiaries or all or
                  substantially all of the property and assets of such Person
                  are acquired by the Parent Guarantor or any Restricted
                  Subsidiaries;

                           (3) except in the case of any restriction or
                  encumbrance permitted under Section 4.08 hereof, the net
                  income of any Restricted Subsidiary to the extent that the
                  declaration or payment of dividends or similar distributions
                  by such Restricted Subsidiary of such net income is not at the
                  time permitted by the operation of the terms of its charter or
                  any agreement, instrument, judgment, decree, order, statute,
                  rule or governmental regulation applicable to such Restricted
                  Subsidiary;

                           (4) any gains or losses on an after-tax basis
                  attributable to Asset Sales; and

                           (5) all extraordinary gains and extraordinary
                  losses, net of tax.

                  "ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS" means the total
amount of assets of the Parent Guarantor and its Restricted Subsidiaries (less
applicable depreciation, amortization and other valuation reserves), except to
the extent resulting from write-ups of capital assets (excluding write-ups in
connection with accounting for acquisitions in conformity with GAAP), after
deducting therefrom:

                           (1) all current liabilities of the Parent Guarantor
                  and its Restricted Subsidiaries (excluding intercompany
                  items); and

                           (2) all goodwill, trade names, trademarks, patents,
                  unamortized debt discount and expense and other like
                  intangibles (other than FCC license acquisition costs), all as
                  set forth on the most recent quarterly or annual consolidated
                  balance sheet of the Parent Guarantor and its Restricted
                  Subsidiaries, prepared in

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                  conformity with GAAP and filed with the Commission pursuant
                  to Section 4.03 hereof.

                  "AFFILIATE" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

                  "AGENT" means any Registrar, Paying Agent or co-registrar.

                  "APPLICABLE PREMIUM" means, with respect to a Note at any
redemption date, the greater of (i) 1.0% of the principal amount of such Note
and (ii) the excess of (A) the present value at such time of (1) the redemption
price of such Note at October 15, 2005 plus (2) all required interest payments,
if any, due on such Note through October 15, 2005, computed using a discount
rate equal to the Treasury Rate plus 50 basis points, over (B) the principal
amount of such Note.

                  "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 that apply to such transfer or exchange.

                  "ASSET ACQUISITION" means:

                           (1) an Investment by the Parent Guarantor or any
                  Restricted Subsidiaries in any other Person pursuant to which
                  such Person becomes a Restricted Subsidiary or is merged into
                  or consolidated with the Parent Guarantor or any Restricted
                  Subsidiaries but only if such Person's primary business is
                  related, ancillary or complementary to the businesses of the
                  Company and its Restricted Subsidiaries on the date of such
                  Investment; or

                           (2) an acquisition by the Parent Guarantor or any
                  Restricted Subsidiaries of the property and assets of any
                  Person other than the Parent Guarantor or any Restricted
                  Subsidiaries that constitute all or substantially all of a
                  division, operating unit or line of business of such Person
                  but only if the property and assets acquired are related,
                  ancillary or complementary to the businesses of the Parent
                  Guarantor and its Restricted Subsidiaries on the date of such
                  acquisition.

                  "ASSET DISPOSITION" means the sale or other disposition by the
Parent Guarantor or any Restricted Subsidiaries other than to the Company or
another Restricted Subsidiary of:

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                           (1) all or substantially all of the Capital Stock of
                  any Restricted Subsidiary; or

                           (2) all or substantially all of the assets that
                  constitute a division, operating unit or line of business of
                  the Company or any Restricted Subsidiaries.

                  "ASSET SALE" means any sale, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by the Parent Guarantor or any
Restricted Subsidiaries to any Person other than the Parent Guarantor or any
Restricted Subsidiaries of:

                           (1) all or any of the Capital Stock of any Restricted
                  Subsidiary, other than Capital Stock of the Company;

                           (2) all or substantially all of the property and
                  assets of a division, operating unit or line of business of
                  the Parent Guarantor or any Restricted Subsidiaries; or

                           (3) any other property and assets of the Parent
                  Guarantor or any Restricted Subsidiaries outside the ordinary
                  course of business of the Parent Guarantor or such Restricted
                  Subsidiary and, in each case, that is not governed by Section
                  5.01 hereof;

PROVIDED, HOWEVER, that the term "ASSET SALE" shall not include:

                           (1) sales, transfers or other dispositions of
                  inventory, receivables and other current assets in the
                  ordinary course;

                           (2) sales, transfers or other dispositions 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 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 Parent
                  Guarantor and its Restricted Subsidiaries existing on the date
                  of such sale or other disposition;

                           (3) sales, transfers or other dispositions of assets
                  constituting a Permitted Investment or Restricted Payment
                  permitted to be made under Section 4.07 hereof;

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                           (4) sales, transfers or other dispositions of assets,
                  including issuances of Capital Stock, between or among the
                  Parent Guarantor and its Restricted Subsidiaries; or

                           (5) sales or issuances of Capital Stock of the
                  Company.

                  "AVERAGE LIFE" means, at any date of determination with
respect to any debt security, the quotient obtained by dividing

                           (1) the sum of the products of

                               (a)  the number of years from such date of
                                    determination to the dates of each
                                    successive scheduled principal payment of
                                    such debt security and

                               (b)  the amount of such principal payment, by

                           (2)  the sum of all such principal payments.

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

                  "BOARD OF DIRECTORS" means (1) in respect of a limited
liability company, the board of advisors of the limited liability company; (2)
in respect of a corporation, the Board of Directors of the corporation, or any
authorized committee thereof; and (3) in respect of any other Person, the board
or committee of that Person serving a similar function.

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

                  "BROKER DEALER" has the meaning set forth in the Registration
Rights Agreement.

                  "BUSINESS DAY" means any day other than a Legal Holiday.

                  "CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) in equity of such Person, including, without
limitation, all Common Stock and Preferred Shares.

                  "CAPITALIZED LEASE" means, as applied to any Person, any lease
of any property (whether real, personal or mixed) of which the discounted
present value of the rental obligations of such Person as lessee, in conformity
with GAAP, is required to be capitalized on the balance sheet of such Person.

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                  "CAPITALIZED LEASE OBLIGATIONS" means the discounted present
value of the rental obligations under a Capitalized Lease.

                  "CASH EQUIVALENTS" means:

                           (1) direct obligations of, or obligations the
                  principal of and interest on which are unconditionally
                  guaranteed by, the United States of America (or by any agency
                  thereof to the extent such obligations are backed by the full
                  faith and credit of the United States of America), in each
                  case maturing within one year from the date of acquisition
                  thereof;

                           (2) investments in commercial paper maturing within
                  365 days from the date of acquisition thereof and having, at
                  such date of acquisition, the highest credit rating obtainable
                  from S&P or from Moody's;

                           (3) investments in certificates of deposit, banker's
                  acceptance and time deposits maturing within 365 days from the
                  date of acquisition thereof issued or guaranteed by or placed
                  with, and money market deposit accounts issued or offered by,
                  any domestic office of any commercial bank organized under the
                  laws of the United States of America or any State thereof
                  which has a combined capital and surplus and undivided profits
                  of not less than $500.0 million;

                           (4) fully collateralized repurchase agreements with a
                  term of not more than 30 days for securities described in
                  clause (1) above and entered into with a financial institution
                  satisfying the criteria described in clause (3) above; and

                           (5) money market funds substantially all of whose
                  assets comprise securities of the type described in clauses
                  (1) through (3) above.

                  "CHANGE OF CONTROL" means:

                           (1) any "person" or "group", within the meaning of
                  Section 13(d) or 14(d)(2) of the Exchange Act, other than a
                  Permitted Holder or Permitted Holders or a Person or group
                  controlled by a Permitted Holder or Permitted Holders, becomes
                  the ultimate "beneficial owner", as defined in Rule 13d-3
                  under the Exchange Act, of more than 50% of the total voting
                  power of the Voting Stock of either the Parent Guarantor or
                  the Company on a fully diluted basis;

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                           (2) (x) for so long as the Parent Guarantor or the
                  Company, as the case may be, is not required to file reports
                  with the Commission pursuant to either Section 12(b) or
                  Section 12(g) of the Exchange Act, a majority of the members
                  of the Board of Directors (or equivalent governing body) are
                  appointed by one or more persons that are not Permitted
                  Holders and (y) for so long as the Parent Guarantor or the
                  Company, as the case may be, is required to file reports with
                  the Commission pursuant to either Section 12(b) or Section
                  12(g) of the Exchange Act, individuals who on the Issue Date
                  constituted the Board of Directors of either the Parent
                  Guarantor or the Company, together with any new directors
                  whose election by the Board of Directors or whose nomination
                  for election by the Parent Guarantor's securityholders or the
                  Company's stockholders, as the case may be, was approved by a
                  vote of at least a majority of the members of the Board of
                  Directors then in office who either were members of the Board
                  of Directors on the Issue Date or whose election or nomination
                  for election was previously so approved, cease for any reason
                  to constitute a majority of the members of the Board of
                  Directors of either the Parent Guarantor or the Company then
                  in office;

                           (3) the sale, lease, 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 the combined assets of the Parent Guarantor
                  or the Company and their respective Restricted Subsidiaries,
                  taken as a whole, to any Person other than a Wholly Owned
                  Restricted Subsidiary or a Permitted Holder or any Affiliate
                  thereof; or

                           (4) the adoption of a plan of liquidation or
                  dissolution of the Parent Guarantor or the Company.

                  "CLEARSTREAM" means Clearstream Banking, S.A., and any and all
                  successors thereto.

                  "CLOSING PRICE" on any trading day with respect to the per
share price of any shares of common stock means the last reported sale price
regular way or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices regular way, in either case
on the New York Stock Exchange or, if the shares of common stock are not listed
or admitted to trading on that exchange, on the principal national securities
exchange on which the shares are listed or admitted to trading or, if not listed
or admitted to trading on any national securities exchange, on the National
Association of Securities Dealers Automated Quotations National Market System
or, if the shares are not listed or admitted to trading on any national
securities exchange or quoted on such automated quotation system but such Person
is a Foreign Issuer, as defined in Rule 3b-

                                       7

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4(b) under the Exchange Act, and the principal securities exchange on which
the shares are listed or admitted to trading is a Designated Offshore
Securities Market, as defined in Rule 902(a) under the Securities Act, the
average of the reported closing bid and asked prices regular way on that
principal exchange, or, if the shares are not listed or admitted to trading
on any national securities exchange or quoted on that automated quotation
system and the Person and principal securities exchange do not meet such
requirements, the average of the closing bid and asked prices in the
over-the-counter marked as furnished by any New York Stock Exchange member
firm that is selected from time to time by the Company for that purpose and
is reasonably acceptable to the Trustee. In the event a Person has more than
one class of common stock outstanding, and only one of such classes has a
Closing Price, the Closing Price for that class shall be deemed to be the
Closing Price for all classes of such Person's Common Stock.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's equity, other than Preferred
Shares of such Person, whether now outstanding or issued after the Issue Date,
including without limitation, all series and classes of such Common Stock.

                  "COMPANY" means American Cellular Corporation, a Delaware
corporation, and any and all successors thereto.

                  "CONSOLIDATED EBITDA" means, for any period, Adjusted
Consolidated Net Income for such period plus, to the extent such amount was
deducted in calculating Adjusted Consolidated Net Income:

                           (1) Consolidated Interest Expense,

                           (2) income taxes, other than income taxes (either
                  positive or negative) attributable to extraordinary and
                  non-recurring gains or losses or sales of assets,

                           (3) depreciation expense,

                           (4) amortization expense, and

                           (5) all other non-cash items reducing Adjusted
                  Consolidated Net Income other than items that will require
                  cash payments and for which an accrual or reserve is, or is
                  required by GAAP to be, made, less all non-cash items
                  increasing Adjusted Consolidated Net Income, all as determined
                  on a consolidated basis for the Parent Guarantor and its
                  Restricted Subsidiaries in conformity with GAAP;

                                       8

<PAGE>

PROVIDED, HOWEVER, that if any Restricted Subsidiary is not a Wholly Owned
Restricted Subsidiary, Consolidated EBITDA shall be reduced to the extent not
otherwise reduced in accordance with GAAP by an amount equal to the amount of
the Adjusted Consolidated Net Income attributable to such Restricted Subsidiary
multiplied by the quotient of

                           (1) the number of shares of outstanding Common Stock
                  of such Restricted Subsidiary not owned on the last day of
                  such period by the Parent Guarantor or any Restricted
                  Subsidiaries, divided by

                           (2) the total number of shares of outstanding Common
                  Stock of such Restricted Subsidiary on the last day of such
                  period.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, the
aggregate amount of interest in respect of Indebtedness including, without
limitation,

                           (1) amortization of original issue discount on any
                  Indebtedness and the interest portion of any deferred payment
                  obligation, calculated in accordance with the effective
                  interest method of accounting;

                           (2) all commissions, discounts and other fees and
                  charges owed with respect to letters of credit and bankers'
                  acceptance financing; and

                           (3) the net costs associated with Interest Rate
                  Agreements and the interest expense in respect of Indebtedness
                  that is Guaranteed or secured by the Parent Guarantor or any
                  Restricted Subsidiaries and all but the principal component of
                  rentals in respect of Capitalized Lease Obligations paid,
                  accrued or scheduled to be paid or to be accrued by the Parent
                  Guarantor and its Restricted Subsidiaries during such period;
                  EXCLUDING, HOWEVER, any amount of such interest of any
                  Restricted Subsidiary if the net income of such Restricted
                  Subsidiary is excluded in the calculation of Adjusted
                  Consolidated Net Income pursuant to clause (3) of the
                  definition thereof (but only in the same proportion as the net
                  income of such Restricted Subsidiary is excluded from the
                  calculation of Adjusted Consolidated Net Income pursuant to
                  clause (3) of the definition thereof).

                  "CONSOLIDATED LEVERAGE RATIO" means, on any Transaction Date,
the ratio of:

                                       9

<PAGE>
                           (1) the aggregate amount of Indebtedness of the
                  Parent Guarantor and its Restricted Subsidiaries on a
                  consolidated basis outstanding on such Transaction Date; to

                           (2) the product of (A) the aggregate amount of
                  Consolidated EBITDA of the Parent Guarantor and its Restricted
                  Subsidiaries for the then most recent two fiscal quarters for
                  which consolidated financial statements of the Company have
                  been filed with the Commission (such two fiscal quarter period
                  being the "TWO QUARTER PERIOD") and (B) two.

                  In determining the Consolidated Leverage Ratio, pro forma
effect shall be given to:

                           (1) any Indebtedness that is to be Incurred or repaid
                  on the Transaction Date as if such Incurrence or repayment had
                  occurred on the first day of such Two Quarter Period;

                           (2) Asset Dispositions and Asset Acquisitions
                  (including giving pro forma effect to the application of
                  proceeds of any Asset Disposition) that occur during the
                  period beginning on the first day of the Two Quarter Period
                  and ending on the Transaction Date (the "REFERENCE PERIOD") as
                  if they had occurred and such proceeds had been applied on the
                  first day of such Reference Period; and

                           (3) Asset Dispositions and Asset Acquisitions
                  (including giving pro forma effect to the application of
                  proceeds of any Asset Disposition) that have been made by any
                  Person that has become a Restricted Subsidiary or has been
                  merged with or into the Parent Guarantor or any Restricted
                  Subsidiary during such Reference Period and that would have
                  constituted Asset Dispositions or Asset Acquisitions had such
                  transactions occurred when such Person was a Restricted
                  Subsidiary as if such asset dispositions or asset acquisitions
                  were Asset Dispositions or Asset Acquisitions that occurred on
                  the first day of such Reference Period.

To the extent that pro forma effect is given to an Asset Acquisition or Asset
Disposition, such pro forma calculation shall be based upon the two full fiscal
quarters immediately preceding the Transaction Date of the Person, or division,
operating unit or line of business of the Person, that is acquired or disposed
of for which financial information is available.

                  "CONSOLIDATED TANGIBLE ASSETS" means the greater of the book
value and the Fair Market Value, as determined by an accounting, financial
advisory or appraisal firm of national reputation, of the total amount of assets
of the Parent Guarantor and its Restricted Subsidiaries after deducting
therefrom all goodwill, trade names, trademarks, patents,

                                       10

<PAGE>

customer lists, deferred financing costs, unamortized debt discount and
expense and other like intangibles (other than FCC license acquisition
costs), all as set forth on the most recent quarterly or annual consolidated
balance sheet of the Parent Guarantor and its Restricted Subsidiaries,
prepared in conformity with GAAP and filed with the Commission pursuant to
Section 4.03 hereof. Book value will be calculated less applicable
depreciation, amortization and other valuation reserves, except to the extent
resulting from write-ups of capital assets.

                  "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the
address of the Trustee specified in Section 13.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "CREDIT AGREEMENT" means one or more debt facilities
(including, without limitation, the Senior Credit Facility) or commercial paper
facilities with banks or other institutional lenders 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, in each case
together with all other agreements, instruments, and documents executed or
delivered pursuant thereto or in connection therewith, in each case as such
agreement, other agreements, instruments or documents may be amended,
supplemented, extended, renewed, refinanced or otherwise modified from time to
time, including without limitation, increases and decreases from time to time in
the amounts available for borrowings thereunder.

                  "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement.

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

                  "DEFAULT" means any event that is, or after notice or passage
of time 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, in
substantially the form of Exhibit A 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.

                  "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.

                  "DESIGNATED SENIOR INDEBTEDNESS" means (i) any Indebtedness
outstanding under the Senior Credit Facility and (ii) any other Senior
Indebtedness permitted under this Indenture the principal amount of which is
$25.0 million or more

                                       11

<PAGE>

and that has been designated by the Board of Directors of the Company as
"Designated Senior Indebtedness." Any such designation by the Company's Board
of Directors shall be evidenced to the Trustee by promptly providing the
Trustee a copy of the Board Resolution giving effect to such designation and
an Officers' Certificate in accordance with Section 13.04 and 13.05
certifying that such designation complied with the foregoing provisions. In
the absence of receipt by the Trustee of such Board Resolution and Officers'
Certificate, the Trustee shall assume no such designation has been made. The
Trustee shall be entitled to rely and shall be protected in relying on the
most recent such Board Resolution and Officers' Certificate as to the current
designation or designations, until receipt by the Trustee of a subsequently
dated Board Resolution and Officers' Certificate.

                  "DISQUALIFIED STOCK" means any class or series of Capital
Stock of any Person that by its terms or otherwise is:

                           (1) required to be redeemed prior to the final Stated
                  Maturity of the Notes;

                           (2) redeemable at the option of the Holder of such
                  class or series of Capital Stock at any time prior to the
                  final Stated Maturity of the Notes; or

                           (3) convertible into or exchangeable for Capital
                  Stock referred to in (1) or (2) above or Indebtedness having a
                  scheduled maturity prior to the final Stated Maturity of the
                  Notes.

                  Any Capital Stock that would not constitute Disqualified Stock
but for provisions thereof giving Holders thereof the right to require such
Person to repurchase or redeem such Capital Stock upon the occurrence of a
"change of control" occurring prior to the final Stated Maturity of the Notes
shall not constitute Disqualified Stock if the "change of control" provisions
applicable to such Capital Stock are no more favorable to the Holders of such
Capital Stock than the provisions contained in Section 4.16 hereof and such
Capital Stock specifically provides that the issuer of such Capital Stock will
not repurchase or redeem any such Capital Stock pursuant to such provision prior
to the Company's repurchase of such Notes as are required to be repurchased
pursuant to Section 4.16 hereof.

                  "DOMESTIC RESTRICTED SUBSIDIARY" means any Restricted
Subsidiary of the Parent Guarantor other than a Foreign Restricted Subsidiary.

                  "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 MARKET CAPITALIZATION" of any Person means, as of any
day of determination, the average Closing Price of that Person's Common Stock
over the 20

                                       12

<PAGE>

consecutive trading days immediately preceding that day for which a Closing
Price can be determined multiplied by the total number of shares of Common
Stock of such Person at the time outstanding.

                  "EQUITY OFFERING" means any public or private sale of Capital
Stock (other than Disqualified Stock) made on a primary basis by the Parent
Guarantor or the Company after the Issue Date, including through the issuance or
sale to one or more Strategic Equity Investors; PROVIDED, HOWEVER, that a sale
to the Parent Guarantor or other parent entity of the Company shall constitute
an Equity Offering only if funded by a substantially concurrent Equity Offering
by the Parent Guarantor or such other parent entity.

                  "ESCROW AGREEMENT" means the Escrow and Security Agreement,
dated as of the Issue Date, between the Company and United States Trust Company
of New York, in its capacities as Trustee, Escrow Agent and Securities
Intermediary, with respect to the Interest Reserve Account.

                  "EUROCLEAR" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System, and any and all successors
thereto.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor statute.

                  "EXCHANGE NOTES" means the Notes to be 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.

                  "FAIR MARKET VALUE" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors of the Parent Guarantor,
whose determination shall be conclusive if evidenced by a Board Resolution. For
purposes of Section 4.09(b) hereof:

                           (1) the Fair Market Value of any security registered
                  under the Exchange Act shall be the average of the closing
                  prices, regular way, of such security for the 20 consecutive
                  trading days immediately preceding the sale of Capital Stock;
                  and

                           (2) in the event the aggregate Fair Market Value of
                  any other property received by the Company is initially
                  determined by the

                                       13

<PAGE>

                  Board of Directors to exceed $10.0 million, the Fair Market
                  Value of such property shall be determined by a nationally
                  recognized investment banking or appraisal firm and set forth
                  in their written opinion which shall be delivered to the
                  Trustee.

                  "FCC" means the Federal Communications Commission.

                  "FOREIGN RESTRICTED SUBSIDIARY" means any Restricted
Subsidiary of the Parent Guarantor that is not organized under the laws of the
United States of America or any state thereof or the District of Columbia.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time, including, without
limitation, those 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 approved by a significant segment
of the accounting profession. All ratios and computations contained or referred
to in this Indenture shall be computed in conformity with GAAP applied on a
consistent basis.

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

                  "GLOBAL NOTES" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(c),
2.06(f) or 2.07 hereof.

                  "GUARANTEE" or "GUARANTY" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or
other obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person:

                           (1) to purchase or pay, or advance or supply funds
                  for the purchase or payment of, such Indebtedness or other
                  obligation of such other Person, 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; or

                           (2) entered into for purposes of assuring in any
                  other manner the obligee of such Indebtedness or other
                  obligation of the payment thereof or to protect such obligee
                  against loss in respect thereof, in whole or in part.

                                       14

<PAGE>

                  The term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

                  "GUARANTORS" means the Parent Guarantor and each of the
Subsidiary Guarantors, each being referred to herein as a Guarantor.

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

                  "INCUR" means, with respect to any Indebtedness, to incur,
create, issue, assume, Guarantee or otherwise become liable for or with respect
to, or become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an "Incurrence" of Indebtedness by reason of a Person
becoming a Restricted Subsidiary.

                  "INDEBTEDNESS" means, with respect to any Person at any date
of determination, without duplication:

                           (1) all Indebtedness of such Person for borrowed
                  money;

                           (2) all obligations of such Person evidenced by
                  bonds, debentures, notes or other similar instruments;

                           (3) all obligations of such Person in respect of
                  letters of credit or other similar instruments (including
                  reimbursement obligations with respect thereto, but excluding
                  obligations with respect to letters of credit (including trade
                  letters of credit) securing obligations (other than
                  obligations described in (1) or (2) above or (5), (6), (7) or
                  (8) below) entered into in the ordinary course of business of
                  such Person to the extent such letters of credit are not drawn
                  upon or, if drawn upon, to the extent such drawing is
                  reimbursed no later than the third Business Day following
                  receipt by such Person of a demand for reimbursement);

                           (4) all obligations of such Person to pay the
                  deferred and unpaid purchase price of property or services,
                  which purchase price is due more than six months after the
                  date of placing such property in service or taking delivery
                  and title thereto or the completion of such services, except
                  Trade Payables;

                           (5) all Capitalized Lease Obligations;

                           (6) all Indebtedness of other Persons secured by a
                  Lien on any asset of such Person, whether or not such
                  Indebtedness is assumed by such Person; but only to the extent
                  of the lesser of (a)

                                       15

<PAGE>

                  the Fair Market Value of such asset at such date of
                  determination; and (b) the amount of such Indebtedness;

                           (7) all Indebtedness of other Persons Guaranteed by
                  such Person to the extent such Indebtedness is Guaranteed by
                  such Person;

                           (8) the maximum fixed redemption or repurchase price
                  of Disqualified Stock (or, in the case of any Restricted
                  Subsidiary, of Preferred Shares) of such Person outstanding at
                  the time of determination; and

                           (9) to the extent not otherwise included in this
                  definition, obligations under Currency Agreements and Interest
                  Rate Agreements.

                  The amount of Indebtedness of any Person at any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation;
PROVIDED, HOWEVER, that:

                           (1) the amount outstanding at any time of any
                  Indebtedness issued with original issue discount is the face
                  amount of such Indebtedness less the unamortized portion of
                  the original issue discount of such Indebtedness at the time
                  of its issuance as determined in conformity with GAAP; and

                           (2) money borrowed at the time of the Incurrence of
                  any Indebtedness in order to pre-fund the payment of interest
                  on such Indebtedness shall be deemed not to be "Indebtedness."

                  "INDENTURE" means this Indenture, as amended or supplemented
from time to time in accordance with Article 9 hereof.

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


                  "INITIAL PURCHASERS" means Lehman Brothers Inc., Barclays
Capital Inc., Banc of America Securities LLC, Deutsche Bank Alex. Brown Inc.,
Dresdner Kleinwort Wasserstein - Grantchester, Inc., First Union Securities,
Inc., and TD Securities (USA).

                  "INSTITUTIONAL ACCREDITED INVESTOR" means an "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

                  "INTEREST RATE AGREEMENT" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap

                                       16

<PAGE>

agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement.

                  "INTEREST RESERVE ACCOUNT" means the account into which the
Company shall be required to deposit sufficient funds to cover the first four
scheduled interest payments with respect to the Notes, pursuant to the Escrow
Agreement.

                  "INVESTMENT" in any Person means any direct or indirect
advance, loan or other extension of credit (including, without limitation, by
way of Guarantee or similar arrangement; but excluding advances to customers in
the ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable on the balance sheet of the Parent Guarantor or its
Restricted Subsidiaries) or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
bonds, notes, debentures or other similar instruments issued by, such Person and
shall include:

                           (1) the designation of a Restricted Subsidiary as an
                  Unrestricted Subsidiary; and

                           (2) the Fair Market Value of the Capital Stock or any
                  other Investment held by the Company or any Restricted
                  Subsidiaries, of or in any Person that has ceased to be a
                  Restricted Subsidiary other than as a result of being
                  designated as an Unrestricted Subsidiary.

                  For purposes of the definition of "Unrestricted Subsidiary"
and Section 4.07 hereof:

                           (1) "Investment" will include the Fair Market Value
                  of the assets (net of liabilities (other than liabilities to
                  the Parent Guarantor or any of its Subsidiaries)) of any
                  Restricted Subsidiary at the time that such Restricted
                  Subsidiary is designated an Unrestricted Subsidiary;

                           (2) the Fair Market Value of the assets (net of
                  liabilities (other than liabilities to the Company or any of
                  its Subsidiaries)) of any Unrestricted Subsidiary at the time
                  that such Unrestricted Subsidiary is designated a Restricted
                  Subsidiary shall be considered a reduction in outstanding
                  Investments; and

                           (3) any property transferred to or from an
                  Unrestricted Subsidiary shall be valued at its Fair Market
                  Value at the time of such transfer.

                  "ISSUE DATE" means March 14, 2001.

                                       17

<PAGE>

                  "JOINT VENTURE AGREEMENTS" means the Second Amended and
Restated Limited Liability Company Agreement, dated as of February 25, 2000,
between AT&T Wireless Services JV Co. and Dobson JV Company; the Amended and
Restated Management Agreement, dated as of February 25, 2000, between Dobson
Cellular Systems, Inc. and ACC Acquisition LLC; the Amended and Restated
Operating Agreement, dated as of February 25, 2000, between AT&T Wireless
Services, Inc. and ACC Acquisition LLC; and the Amended and Restated Operating
Agreement, dated as of February 25, 2000, between Dobson Cellular Systems, Inc.
and ACC Acquisition LLC.

                  "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 any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature
thereof or any agreement to give any security interest).

                  "LIQUIDATED DAMAGES" means all "Liquidated Damages" as defined
in and then owing pursuant to the Registration Rights Agreement.

                  "MATERIAL INDEBTEDNESS" means Indebtedness having an aggregate
principal amount (or accreted value) of $50.0 million or more at the time
outstanding.

                  "MOODY'S" means Moody's Investors Service, Inc. and its
successors.

                  "NET CASH PROCEEDS" means:

                           (1) with respect to any Asset Sale, the proceeds of
                  such Asset Sale in the form of cash or cash equivalents,
                  including payments in respect of deferred payment obligations
                  (to the extent corresponding to the principal, but not
                  interest, component thereof) when received in the form of cash
                  or cash equivalents (except to the extent such obligations are
                  financed or sold with recourse to the Parent Guarantor or any
                  Restricted Subsidiary) and proceeds from the conversion of
                  other property received when converted to cash or cash
                  equivalents, net of

                                       18

<PAGE>

                           (a) brokerage commissions and other fees and expenses
                               (including fees and expenses of counsel and
                               investment bankers) related to such Asset Sale,

                           (b) provisions for all taxes (whether or not such
                               taxes will actually be paid or are payable) as a
                               result of such Asset Sale without regard to the
                               consolidated results of operations of the Parent
                               Guarantor and its Restricted Subsidiaries, taken
                               as a whole,

                           (c) payments made to repay Indebtedness or any other
                               obligation (owing to a Person other than the
                               Parent Guarantor or any Subsidiary of the
                               Company) outstanding at the time of such Asset
                               Sale that either (i) is secured by a Lien on the
                               property or assets sold, or (ii) is required to
                               be paid as a result of such sale, and

                           (d) appropriate amounts to be provided by the Parent
                               Guarantor or any Restricted Subsidiary of the
                               Parent Guarantor as a reserve against any
                               liabilities associated with such Asset Sale,
                               including, without limitation, pension and other
                               post-employment benefit liabilities, liabilities
                               related to environmental matters and liabilities
                               under any indemnification obligations associated
                               with such Asset Sale, all as determined in
                               conformity with GAAP; and

                  (2) with respect to any issuance or sale of Capital Stock or
the Incurrence of any indebtedness, the proceeds of such issuance or sale in the
form of cash or cash equivalents, including payments in respect of deferred
payment obligations to the extent corresponding to the principal, but not
interest, component thereof when received in the form of cash or cash
equivalents (except to the extent such obligations are financed or sold with
recourse to the Parent Guarantor or any Restricted Subsidiary of the Parent
Guarantor) and proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of attorney's fees, accountants'
fees, underwriters' or placement agents' fees, discounts or commissions and
brokerage, consultant and other fees Incurred in connection with such issuance
or sale and net of taxes paid or payable as a result thereof.

                  "NON-U.S. PERSON" means a Person who is not a U.S. Person.

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

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

                                       19

<PAGE>

                  "OFFER TO PURCHASE" means an offer by the Company to purchase
Notes from the Holders commenced by mailing a notice to the Trustee and each
Holder stating:

                           (1) the covenant pursuant to which the offer is being
                  made and that all Notes validly tendered and not withdrawn
                  will be accepted for payment on a pro rata basis;

                           (2) the purchase price and the date of purchase
                  (which will be a Business Day no earlier than 30 days nor
                  later than 60 days from the date such notice is mailed) (the
                  "PAYMENT DATE");

                           (3) that any Notes not tendered will continue to
                  accrue interest and Liquidated Damages, if any, pursuant to
                  its terms;

                           (4) that, unless the Company defaults in the payment
                  of the purchase price, any Notes accepted for payment pursuant
                  to the Offer to Purchase will cease to accrue interest and
                  Liquidated Damages, if any, on and after the Payment Date;

                           (5) that Holders electing to have Notes purchased
                  pursuant to the Offer to Purchase will be required to
                  surrender the Notes, together with the form entitled "Option
                  of the Holder to Elect Purchase" on the reverse side of the
                  Notes completed, to the Paying Agent at the address specified
                  in the notice prior to the close of business on the Business
                  Day immediately preceding the Payment Date;

                           (6) that Holders will be entitled to withdraw their
                  election if the Paying Agent receives, not later than the
                  close of business on the third Business Day immediately
                  preceding the Payment Date, a telegram, facsimile transmission
                  or letter setting forth the name of such holder, the principal
                  amount of Notes delivered for purchase and a statement that
                  such holder is withdrawing its election to have such Notes
                  purchased; and

                           (7) that Holders whose Notes are being purchased only
                  in part will be issued new Notes equal in principal amount to
                  the unpurchased portion of the Notes surrendered; but only if
                  each Note purchased and each new Note issued is in a principal
                  amount of $1,000 or integral multiples thereof.

                  On the Payment Date, the Company shall:

                           (1) accept for payment on a pro rata basis Notes or
                  portions thereof validly tendered and not withdrawn pursuant
                  to an Offer to Purchase;

                                       20

<PAGE>

                           (2) deposit with the Paying Agent money sufficient to
                  pay the purchase price of all Notes or portions thereof so
                  accepted; and

                           (3) deliver, or cause to be delivered, to the Trustee
                  all Notes or portions thereof so accepted together with an
                  officer's certificate specifying the Notes or portions thereof
                  accepted for payment by the Company.

                  The Paying Agent shall promptly mail to the Holders of Notes
so accepted payment in an amount equal to the purchase price, and the Trustee
shall, upon receipt of an Authentication Order in accordance with Section 2.02,
promptly authenticate and mail to such Holders new Notes equal in principal
amount to any unpurchased portion of the Notes surrendered; but only if each
Note purchased and each new Note issued is in a principal amount of $1,000 or
integral multiples thereof. The Company shall publicly announce the results of
an Offer to Purchase as soon as practicable after the Payment Date. The Trustee
will act as the Paying Agent for an Offer to Purchase. The Company shall comply
with Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable to
an Offer to Purchase. To the extent that the provisions of any such securities
laws or securities regulations conflict with the provisions described above, the
Company will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under these provisions by virtue
thereof.

                  "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, any Assistant 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.

                  "OPINION OF COUNSEL" means an opinion from legal counsel who
is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company, any Subsidiary of the Company or the Trustee.

                  "PARENT GUARANTOR" means ACC Acquisition LLC, a Delaware
limited liability company, and any and all successors thereto.

                  "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 the DTC, shall include Euroclear
and Clearstream.

                                       21

<PAGE>

                  "PARTICIPATING BROKER-DEALER" means any Broker-Dealer that
elects to exchange Notes acquired in the Exchange Offer for its own account as a
result of market-making or other trading activities.

                  "PERMITTED BUSINESS" means (1) the delivery or distribution of
telecommunications, voice, data, Internet or video services, (2) any business or
activity determined in good faith by the Board of Directors of the Parent
Guarantor to be reasonably related or ancillary thereto, including, without
limitation, any business conducted by the Parent Guarantor or any Restricted
Subsidiary on the Issue Date and the acquisition, holding or exploitation or any
license relating to the delivery of the services described in clause (2) of this
definition.

                  "PERMITTED HOLDER" means:

                           (1) each of AT&T Wireless Services, Inc., Dobson
                  Communications Corporation and any of their respective
                  Affiliates and the respective successors (by merger,
                  consolidation, transfer or otherwise) to all or substantially
                  all of the respective businesses and assets of any of the
                  foregoing; and

                           (2) any "person" or "group" (as such terms are used
                  in Sections 13(d) and 14(d) of the Exchange Act) controlled by
                  one or more persons identified in clause (1) above.

                  "PERMITTED INVESTMENT" means:

                           (1) an Investment in the Parent Guarantor or a
                  Restricted Subsidiary of the Parent Guarantor or a Person
                  which will, upon the making of such Investment, become a
                  Restricted Subsidiary or be merged or consolidated with or
                  into or transfer or convey all or substantially all its assets
                  to, the Parent Guarantor or a Restricted Subsidiary of the
                  Parent Guarantor; but only if such person's primary business
                  is related, ancillary or complementary to the businesses of
                  the Parent Guarantor and its Restricted Subsidiaries on the
                  date of such Investment;

                           (2) Cash Equivalents;

                           (3) payroll, travel and similar advances to cover
                  matters that are expected at the time of such advances
                  ultimately to be treated as expenses in accordance with GAAP;

                           (4) stock, obligations or securities received in
                  satisfaction of judgments or pursuant to any court supervised
                  plan of reorganization or similar proceeding;

                                       22

<PAGE>

                           (5) non-cash consideration acquired in any Asset Sale
                  effected in accordance with Section 4.11 hereof;

                           (6) any acquisition of assets used, or Capital Stock
                  of a Person primarily engaged, in a business related,
                  ancillary or complementary to the business of the Parent
                  Guarantor and its Restricted Subsidiaries solely in exchange
                  for Capital Stock (other than Disqualified Stock) of the
                  Parent Guarantor or the Company;

                           (7) the contribution by the Company or any Restricted
                  Subsidiary of assets, including Capital Stock of a Restricted
                  Subsidiary, to one or more Qualified Joint Ventures in
                  exchange for Capital Stock of such Qualified Joint Ventures;
                  PROVIDED, HOWEVER, that the aggregate Fair Market Value of
                  such contribution and all other contributions pursuant to this
                  clause (7) made after the Issue Date, shall not exceed 15% of
                  the Consolidated Tangible Assets of the Parent Guarantor as of
                  the date of such contribution; PROVIDED, HOWEVER, that at the
                  time of such contribution no Default or Event of Default shall
                  have occurred and be continuing or shall occur as a result of
                  such contribution; PROVIDED FURTHER, HOWEVER, that after
                  giving pro forma effect to such contribution, the Company
                  would be able to Incur at least $1.00 of Indebtedness under
                  Section 4.09(a) hereof; PROVIDED, FURTHER, that for purposes
                  of calculating the Fair Market Value of a contribution made
                  pursuant to this clause (7), the Fair Market Value of a prior
                  contribution will be deemed to equal the Fair Market Value of
                  such contribution on the date on which it was made; and

                           (8) other Investments (with each such Investment
                  being valued as of the date made and without giving effect to
                  subsequent changes in value) in an aggregate amount not to
                  exceed $15.0 million at any one time outstanding.

                  "PERMITTED JUNIOR SECURITIES" means:

                           (1) Equity Interests in the Company or any Guarantor;
                  or

                           (2) debt securities that are subordinated to all
                  Senior Indebtedness and any debt securities issued in exchange
                  for Senior Indebtedness to substantially the same extent as,
                  or to a greater extent than, the Notes and the Subsidiary
                  Guaranty are subordinated to Senior Indebtedness under this
                  Indenture.

                                       23

<PAGE>

                  "PERMITTED LIENS" means:

                           (1) Liens to secure Indebtedness permitted to be
                  Incurred under Section 4.09(b)(i);

                           (2) Liens consisting of the interests of other
                  Persons under operating leases entered into in the ordinary
                  course of business by the Parent Guarantor or a Restricted
                  Subsidiary;

                           (3) Liens granted by a Restricted Subsidiary to
                  secure Indebtedness owing to the Parent Guarantor or another
                  Restricted Subsidiary;

                           (4) Liens securing Currency Agreements and Interest
                  Rate Agreements so long as such Currency Agreements and
                  Interest Rate Agreements relate to Indebtedness that is, and
                  is permitted to be Incurred under Section 4.09 hereof, secured
                  by a Lien on the same property covered by such Currency
                  Agreements or Interest Rate Agreements;

                           (5) Liens arising from the rendering of a final
                  judgment or order that does not at the time constitute an
                  Event of Default;

                           (6) Liens Incurred in the ordinary course of the
                  business of the Parent Guarantor or any Restricted Subsidiary
                  with respect to obligations that do not exceed, in the
                  aggregate at any one time outstanding, more than 10% of the
                  total consolidated assets of the Parent Guarantor and its
                  Restricted Subsidiaries;

                           (7) Liens for taxes, assessments or governmental
                  charges or levies on the property of the Parent Guarantor or
                  any Restricted Subsidiary if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  promptly instituted and diligently concluded, provided that
                  any reserve or other appropriate provision that shall be
                  required in conformity with GAAP shall have been made
                  therefor;

                           (8) Liens imposed by law, such as carriers',
                  warehousemen's and mechanics' Liens and other similar Liens,
                  on the property of the Parent Guarantor or any Restricted
                  Subsidiary arising in the ordinary course of business and
                  securing payment of obligations that are not more than 60 days
                  past due or are being contested in good faith and by
                  appropriate proceedings;

                                       24

<PAGE>

                           (9) Liens on the property of the Parent Guarantor or
                  any Restricted Subsidiary Incurred in the ordinary course of
                  business to secure performance of obligations with respect to
                  statutory or regulatory requirements, performance or
                  return-of-money bonds, surety bonds or arising from partial or
                  progress payments by a customer or other obligations of a like
                  nature and Incurred in a manner consistent with industry
                  practice, in each case which are not Incurred in connection
                  with the borrowing of money, the obtaining of advances or
                  credit or the payment of the deferred purchase price of
                  property and which do not in the aggregate impair in any
                  material respect the use of property in the operation of the
                  business of the Parent Guarantor and its Restricted
                  Subsidiaries taken as a whole;

                           (10) deposits made in the ordinary course of business
                  to secure liability to insurance carriers;

                           (11) Liens on property at the time the Parent
                  Guarantor or any Restricted Subsidiary acquired such property,
                  including any acquisition by means of a merger or
                  consolidation with or into the Parent Guarantor or any
                  Restricted Subsidiary; PROVIDED, HOWEVER, that any such Lien
                  may not extend to any other property of the Parent Guarantor
                  or any Restricted Subsidiary; PROVIDED FURTHER, HOWEVER, that
                  such Liens shall not have been Incurred in anticipation of or
                  in connection with the transaction or series of transactions
                  pursuant to which such property was acquired by the Parent
                  Guarantor or any Restricted Subsidiary;

                           (12) Liens on the property or Capital Stock of a
                  Person at the time such Person becomes a Restricted
                  Subsidiary; PROVIDED, HOWEVER, that any such Lien may not
                  extend to any other property of the Parent Guarantor or any
                  other Restricted Subsidiary that is not a direct Subsidiary of
                  such Person; PROVIDED FURTHER, HOWEVER, that any such Lien was
                  not Incurred in anticipation of or in connection with the
                  transaction or series of transactions pursuant to which such
                  Person became a Restricted Subsidiary;

                           (13) pledges or deposits by the Parent Guarantor or
                  any Restricted Subsidiary under workmen's compensation laws,
                  unemployment insurance laws or similar legislation, or good
                  faith deposits in connection with bids, tenders, contracts
                  (other than for the payment of Indebtedness) or leases to
                  which the Parent Guarantor or any Restricted Subsidiary is
                  party, or deposits to secure public or statutory obligations
                  of the Parent Guarantor or

                                      25

<PAGE>

                  any Restricted Subsidiary, or deposits for the payment of
                  rent, in each case Incurred in the ordinary course of
                  business;

                           (14) utility easements, building restrictions and
                  such other encumbrances or charges against real property as
                  are of a nature generally existing with respect to properties
                  of a similar character;

                           (15) Liens under licensing agreements for use of
                  intellectual property entered into in the ordinary course of
                  business;

                           (16) Liens on the Interest Reserve Account created
                  under the Escrow Agreement;

                           (17) Liens existing on the Issue Date not otherwise
                  described in clauses (1) through (16) above.

                  "PERSON" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
estate, unincorporated organization or government or any agency or political
subdivision thereof or any other entity.

                  "PLEDGED SECURITIES" means the cash and U.S. Government
Securities deposited in the Interest Reserve Account, together with any interest
and other distributions received on that cash or those securities.

                  "PREFERRED SHARES" means, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's preferred or preference equity,
whether now outstanding or issued after the Issue Date, including, without
limitation, all series and classes of such preferred stock or preference stock.

                  "PRIVATE PLACEMENT LEGEND" means the legend set forth in
Section 2.06(g)(i) 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.

                  "QUALIFIED JOINT VENTURE" means (A) a Person at least 50% of
the Voting Stock of which, after giving effect to the contribution contemplated
by clause (7) of the definition of "Permitted Investment," is beneficially owned
by Qualified Joint Venture Partners, or (B) a Restricted Subsidiary, at least a
majority of the Voting Stock of which, other than Voting Stock held by the
Company or any Restricted Subsidiary, is beneficially owned by Qualified Joint
Venture Partners; PROVIDED, HOWEVER, that any such Qualified Joint Venture
engages in only a Permitted Business or Permitted Businesses.

                                      26

<PAGE>

                  "QUALIFIED JOINT VENTURE PARTNER" means a Person that either
has, or is a direct or indirect majority-owned subsidiary of a Person that has,
an Equity Market Capitalization of at least $10.0 billion as of the date of
determination.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of March 14, 2001, by and among the Company and the Initial
Purchasers, 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 between the Company 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 Global Note in
substantially 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, issued in a denomination equal to
the outstanding principal amount of the Notes sold in reliance on Rule 904 of
Regulation S.

                  "REPRESENTATIVE" means with respect to a Person, any trustee,
agent or representative (if any) for an issue of Senior Indebtedness of such
Person. Any trustee, agent or representative (if any) for an issue of Senior
Indebtedness must send notice to the Trustee of its capacity, status and
authority to act. If the Trustee determines, in its sole discretion, that
further evidence is required with respect to the identity or authority of any
Person as such trustee, agent or representative or holder of Senior Indebtedness
or as to the amount of Senior Indebtedness, the Trustee may request such Person
to furnish further evidence to its reasonable satisfaction. If such further
evidence is not furnished, the Trustee may defer any action with respect to such
Person pending judicial determination as to the identity, authority or right of
such Person to act on behalf of the holders of Senior Indebtedness.
Notwithstanding the foregoing, the Trustee acknowledges that the Administrative
Agent under the Senior Credit Facility is a Representative with respect to the
Senior Credit Facility.

                  "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means any officer within the Corporate Trust Department 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 or her
knowledge of and familiarity with the particular subject.

                  "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing
the Private Placement Legend.

                                      27

<PAGE>

                  "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" means the Company and any Subsidiary
of the Parent Guarantor other than 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 Regulation S of
the Securities Act.

                  "RULE 904" means Rule 904 promulgated under Regulation S of
the Securities Act.

                  "S&P" means Standard & Poor's Ratings Services and its
successors.

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

                  "SENIOR CREDIT FACILITY" means the Credit Agreement among
American Cellular Corporation, as successor by merger to ACC Acquisition Co.,
Banc of America Securities LLC, as sole lead arranger and book running manager,
Bank of America, N.A., as Administrative Agent, Lehman Commercial Paper Inc. and
TD Securities (USA), Inc., as Co-Syndication Agents, CIBC World Markets Corp.
and Barclays Bank PLC, as Co-Documentation Agents, and the lenders named
therein, dated as of February 25, 2000, as amended by that certain First
Amendment to Credit Agreement, dated as of March 2, 2001, together with all
other agreements, instruments and documents executed or delivered pursuant
thereto or in connection therewith, in each case as such agreements, instruments
or documents may be amended, supplemented, extended, renewed, refinanced,
replaced or otherwise modified from time to time, including without limitation,
increases and decreases from time to time in the amounts available for
borrowings thereunder.

                  "SENIOR INDEBTEDNESS" of the Company means the principal of,
premium (if any) and accrued and unpaid interest (including interest accruing on
or after the filing of any petition in bankruptcy or for reorganization of the
Company, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings) on, and fees and other amounts owing in respect of
the Senior Credit Facility and all other Indebtedness of the Company, whether
outstanding on the Issue Date or thereafter Incurred, unless in the

                                      28

<PAGE>

instrument creating or evidencing the same or pursuant to which the same is
outstanding it is provided that such obligations are not superior in right of
payment to the Notes; PROVIDED, HOWEVER, that Senior Indebtedness shall not
include:

                           (1) any obligation of the Company or any Subsidiary
                  of the Company to any Subsidiary of the Company;

                           (2) any liability for federal, state, local or other
                  taxes owed or owing by the Company;

                           (3) any accounts payable or other liability to trade
                  creditors arising in the ordinary course of business
                  (including guarantees thereof or instruments evidencing such
                  liabilities);

                           (4) any indebtedness or obligation of the Company,
                  and any accrued and unpaid interest in respect thereof, that
                  by its terms is subordinate or junior in any respect to any
                  other Indebtedness or obligation of the Company, including any
                  Senior Subordinated Indebtedness of the Company and any
                  Subordinated Indebtedness of the Company;

                           (5) any obligations with respect to any Capital
                  Stock; or

                           (6) any Indebtedness Incurred in violation of this
                  Indenture.

"Senior Indebtedness" of any Guarantor has a correlative meaning.

                  "SENIOR SUBORDINATED INDEBTEDNESS" of the Company means the
Notes and any other Indebtedness of the Company that specifically provides that
such Indebtedness is to rank PARI PASSU with the Notes in right of payment and
is not subordinated by its terms in right of payment to any Indebtedness or
other obligation of the Company that is not Senior Indebtedness. "Senior
Subordinated Indebtedness" of a Guarantor has a correlative meaning.

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

                  "SIGNIFICANT SUBSIDIARY" means, at any date of determination,
any Restricted Subsidiary that, together with its Subsidiaries that are
Restricted Subsidiaries:

                           (1) for the most recent fiscal year of the Parent
                  Guarantor, accounted for more than 10% of the consolidated
                  revenues of the Parent Guarantor and its Restricted
                  Subsidiaries; or

                           (2) as of the end of such fiscal year, was the owner
                  of more than 10% of the consolidated assets of the Parent
                  Guarantor and its

                                      29

<PAGE>

                  Restricted Subsidiaries, all as set forth on the most recently
                  available consolidated financial statements of the Parent
                  Guarantor for such fiscal year.

                  "STATED MATURITY" means with respect to any Indebtedness, the
date specified in such Indebtedness as the fixed date on which the final
installment of principal of such Indebtedness is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision
providing for the repurchase of that Indebtedness at the option of the holder
thereof upon the happening of any contingency beyond the control of the Company
unless that contingency has occurred).

                  "STRATEGIC EQUITY INVESTOR" means AT&T Wireless Services Inc.,
Dobson Communications Corporation and any of their Affiliates, and any other
Person (a) engaged in or controlled by a Person engaged in a Permitted Business
whose Equity Market Capitalization exceeds $500.0 million or (b) with at least
$100.0 million total funds under management, who has issued an irrevocable,
unconditional commitment to purchase Capital Stock (other than Disqualified
Stock) of the Company, or Capital Stock of the Parent Guarantor to the extent
such Capital Stock (or proceeds thereon) is contributed to the Company, for an
aggregate purchase price that does not exceed 20% of the value of the funds
under management by such Person.

                  "SUBORDINATED INDEBTEDNESS" means any Indebtedness of the
Company or any Guarantor (whether outstanding on the date of the Indenture or
thereafter Incurred) which is by its terms expressly subordinate or junior in
right of payment to the Notes or the Guarantee of such Guarantor, as the case
may be.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, association or other business entity of which more than 50% of the
voting power of the outstanding Voting Stock is owned, directly or indirectly,
by such Person and one or more other Subsidiaries of such Person.

                  "SUBSIDIARY GUARANTY" means each Guarantee of the obligations
with respect to the Notes issued by a Restricted Subsidiary of the Parent
Guarantor pursuant to the terms of this Indenture.

                  "SUBSIDIARY GUARANTOR" means any Restricted Subsidiary of the
Parent Guarantor that has issued a Subsidiary Guaranty.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA, except as provided in Section 9.03 hereof.

                  "TRADE PAYABLES" means accounts payable to vendors in the
ordinary course of business.

                                      30

<PAGE>

                  "TRANSACTION DATE" means, with respect to the Incurrence of
any Indebtedness by the Parent Guarantor or any Restricted Subsidiaries, the
date such Indebtedness is to be Incurred and, with respect to any Restricted
Payment, the date such Restricted Payment is to be made.

                  "TREASURY RATE" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two Business Days prior
to the redemption date or, if such Statistical Release is no longer published,
any publicly available source or similar market data most nearly equal to the
period from the redemption date to October 15, 2005, PROVIDED, HOWEVER, that if
the period from the redemption date to October 15, 2005 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the redemption date to October 15, 2005 is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

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

                  "UNRESTRICTED GLOBAL NOTE" means a permanent global Note in
substantially the form of Exhibit A 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 Alton CellTelco Cellular
Corporation, Alton CellTelco Partnership and Cellular Information Systems of
Laredo, Inc., and any Subsidiary of the Parent Guarantor that at any time of
determination after the Issue Date shall be designated an Unrestricted
Subsidiary by the Parent Guarantor's Board of Directors in the manner provided
below and any Subsidiary of an Unrestricted Subsidiary; provided, however, that
the Company may not be designated as an Unrestricted Subsidiary. The Parent
Guarantor's Board of Directors may designate any Restricted Subsidiary including
any newly acquired or newly formed Subsidiary of the Parent Guarantor to be an
Unrestricted Subsidiary unless, immediately after such designation, that
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property
of, the Company or any Restricted Subsidiary; on the condition that:

                                      31

<PAGE>

                           (1) any Guarantee by the Parent Guarantor or any
                  Restricted Subsidiary of any Indebtedness of the Subsidiary
                  being so designated shall be deemed an "Incurrence" of such
                  Indebtedness and an "Investment" by the Company or such
                  Restricted Subsidiary (or both, if applicable) at the time of
                  the designation;

                           (2) either the Subsidiary to be so designated has
                  total assets of $1,000 or less or if such Subsidiary has
                  assets greater than $1,000, such designation would be
                  permitted under Section 4.07 hereof; and

                           (3) if applicable, the Incurrence of Indebtedness and
                  the Investment referred to in clause (1) of this proviso would
                  be permitted under Sections 4.07 or 4.09 hereof.

                  The Parent Guarantor's Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; on the condition that
immediately after giving effect to that designation:

                           (1) all Liens and Indebtedness of such Unrestricted
                  Subsidiary outstanding immediately after such designation
                  would, if Incurred at such time, have been permitted to be
                  Incurred for all purposes of this Indenture; and

                           (2) no Default or Event of Default shall have
                  occurred and be continuing, or shall occur upon such
                  redesignation.

                  Any such designation by the Company's Board of Directors shall
be evidenced to the Trustee by promptly providing the Trustee a copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
in accordance with Sections 13.04 and 13.05 certifying that such designation
complied with the foregoing provisions. In the absence of receipt by the Trustee
of such Board Resolution and Officers' Certificate, the Trustee shall assume no
such designation has been made. The Trustee shall be entitled to rely and shall
be protected in relying on the last such Board Resolution and Officers'
Certificate as to the current designation or designations, until receipt by the
Trustee of a subsequently dated Board Resolution or Officers' Certificate.

                  "U.S. GOVERNMENT SECURITIES" means securities that are direct
obligations of, or obligations guaranteed by, the United States of America for
the payment of which its full faith and credit is pledged.

                  "U.S. PERSON" means a U.S. person as defined in Rule 902(o) of
Regulation S under the Securities Act.

                                      32

<PAGE>

                  "VOTING STOCK" means with respect to any Person, Capital Stock
of any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.

                  "WHOLLY OWNED" means, with respect to any Subsidiary of any
Person, the ownership of all of the outstanding Capital Stock of such Subsidiary
(other than any director's qualifying shares or Investments by foreign nationals
mandated by applicable law) by such Person or one or more Wholly Owned
Subsidiaries of such Person.

SECTION 1.02.         OTHER DEFINITIONS.


<TABLE>
<CAPTION>

                                                                                      Defined in
                  Term                                                                  Section
      <S>                                                                             <C>
      "Authentication Order"..............................................................2.02
      "Benefited Party"...................................................................10.01
      "Change of Control Offer"...........................................................4.16
      "Change of Control Payment".........................................................4.16
      "Change of Control Payment Date" ...................................................4.16
      "Covenant Defeasance"...............................................................8.03
      "DTC"...............................................................................2.03
      "Event of Default"..................................................................6.01
      "Excess Proceeds"...................................................................4.11
      "Guaranteed Obligations"............................................................10.01
      "Legal Defeasance" .................................................................8.02
      "Offer Amount"......................................................................3.09
      "Offer Period"......................................................................3.09
      "Paying Agent"......................................................................2.03
      "Payment Blockage Notice"...........................................................11.03
      "Payment Blockage Period"...........................................................11.03
      "Non-Payment Event of Default"......................................................11.03
      "Qualifying Capital Stock"..........................................................4.09
      "Registrar".........................................................................2.03
      "Restricted Payments"...............................................................4.07
      "Successor Person ".................................................................5.01

</TABLE>

SECTION 1.03.         INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

                  (b) 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

                                      33

<PAGE>

                           "obligor" on the Notes means the Company and any
                           successor obligor upon the Notes, and any Guarantor
                           and its successors or assigns.

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

SECTION 1.04.         RULES OF CONSTRUCTION.

                  (a) 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) "including" means "including without limitation";

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

                           (7) references to sections of or rules under the
                  Securities Act shall be deemed to include substitute,
                  replacement or successor sections or rules adopted by the
                  Commission 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 shall 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 shall 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 shall constitute, and are hereby expressly
made, a part of this Indenture and, to the extent applicable, 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.

                                      34

<PAGE>

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) FORM OF NOTES. Notes issued in global form shall be
substantially in the form of Exhibit A 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 shall be substantially
in the form of EXHIBIT A 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 shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent 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 shall 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) 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 equivalent procedures of
Clearstream shall be applicable to transfers of beneficial interests in Global
Notes that are held by Participants through Euroclear or Clearstream.

                  (d) Subject to compliance with the provisions of Section 4.09
of this Indenture, the Company may issue Additional Notes under this Indenture.

SECTION 2.02.         EXECUTION AND AUTHENTICATION.

                  (a) One Officer shall sign the Notes for the Company by manual
or facsimile signature. The Company's seal may be reproduced on the Notes and
may be in facsimile form.

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

                  (c) A Note shall not be valid until authenticated by the
manual signature of a Responsible Officer of the Trustee. The signature of a
Responsible Officer of the Trustee on the certificate of authentication on a
Note shall be conclusive evidence that the Note has been authenticated under
this Indenture.

                  (d) The Trustee shall, upon a written order of the Company
signed by an Officer (an "AUTHENTICATION ORDER"), authenticate Notes for
original issue up to the aggregate principal amount stated in Section 2.01(d).
The aggregate principal amount of

                                      35

<PAGE>

Notes outstanding at any time may not exceed such amount except as provided in
Section 2.07 hereof.

                  (e) 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.

                  (a) The Company shall 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 shall 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 shall
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.

                  (b) The Company initially appoints The Depository Trust
Company ("DTC") to act as Depositary with respect to the Global Notes. Whenever
this Indenture, the Escrow Agreement or any other document related hereto or
thereto requires or permits actions to be taken based on instructions or
directions of Holders of Notes evidencing a specified percentage of the
aggregate principal amount of the Notes then outstanding, the Depositary will be
deemed to represent such percentage only to the extent that it has received
instructions or directions to that effect from the Holders of the Notes and/or
Indirect Participants or Participants owning or representing, respectively, such
required percentage of the beneficial interest in the Notes, as shall be
conclusively evidenced by the Depositary's delivery of such instructions or
directions to the Trustee.

                  (c) 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.

                  (d) The Global Notes shall be initially registered in the name
of Cede & Co., nominee of DTC.

SECTION 2.04.         PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, and premium, Liquidated Damages, if any, or interest
on, the Notes, and shall notify the

                                      36

<PAGE>

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 of the Company)
shall have no further liability for the money. If the Company or one of its
Subsidiaries acts as Paying Agent, it shall 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 shall serve as Paying Agent for the Notes.

SECTION 2.05.         HOLDER LISTS.

                  The Trustee shall 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 Section 312(a). If
the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven Business Days or such shorter time as the Trustee may allow 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, including the
aggregate principal amount of Notes held by each Holder.

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. Global Notes
will be exchanged by the Company for Definitive Notes if (i) the Depositary (x)
notifies the Company that it is unwilling or unable to continue to act as
depositary for the Global Notes and the Company thereupon fails to appoint a
successor Depositary, or (y) has ceased to be a clearing agency registered under
the Exchange Act and the Company fails to appoint a successor, and, in either
case, a successor Depositary is not appointed by the Company within 90 days
after the date of such notice from the Depositary or (ii) the Company in its
sole discretion determines that the Global Notes should be exchanged for
Definitive Notes and delivers a written notice to such effect to the Trustee;
PROVIDED, HOWEVER, that in no event shall the Regulation S Temporary Global Note
be exchanged by the Company for Definitive Notes prior to (A) the expiration of
the Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Regulation S as determined by the Company. Upon the
occurrence of any of the preceding events in (i) or (ii) 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

                                      37

<PAGE>

Note may not be exchanged for another Note other than as provided in Sections
2.06(a), 2.07, 2.10 and 9.05 hereof, although beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b), (c), (d)
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 shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall 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 shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (i)   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 Global Note may not be made to a U.S. Person or for the account or
         benefit of a U.S. Person (other than the Initial Purchasers).
         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)(i).

                  (ii)  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)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) 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 (2) instructions given in accordance with the
         Applicable Procedures containing information regarding the Participant
         account to be credited with such increase or (B), subject to Section
         2.06(a), (1) 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 (2) 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 (1) above; PROVIDED, HOWEVER, 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 (x) the expiration of the Restricted Period and

                                      38

<PAGE>

         (y) the receipt by the Registrar of any certificates required pursuant
         to Regulation S, as determined by the Company. 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)(ii) shall be deemed
         to have been satisfied upon receipt by the Registrar of the
         instructions contained in the Letter of Transmittal or in a comparable
         communication in accordance with the Applicable Procedures 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 or otherwise applicable under the Securities
         Act, the Trustee shall adjust the principal amount of the relevant
         Global Note(s) pursuant to Section 2.06(h) hereof.

                  (iii) 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)(ii) above and the
         Registrar receives the following:

                           (A) if the transferee shall 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; and

                           (B) if the transferee shall take delivery in the form
                  of a beneficial interest in either 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.

                  (iv)  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)(ii) 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 or comparable

                                      39

<PAGE>

                  communication in accordance with the Applicable Procedures
                  that it is not (1) a broker-dealer, (2) a Person participating
                  in the distribution of the Exchange Notes or (3) 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 Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                           (1) 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

                           (2) 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, the Company or the Trustee so requests or if
                  the Applicable Procedures so require, an Opinion of Counsel in
                  form reasonably acceptable to the Registrar, the Trustee or
                  the Company, if applicable, 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.

                                      40



<PAGE>

                  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.

                (i)     BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
         RESTRICTED DEFINITIVE NOTES. Restricted Global Notes and beneficial
         interests therein shall be exchangeable for Definitive Notes if (i) the
         Depositary (x) notifies the Company that it is unwilling or unable to
         continue to act as depositary for the Restricted Global Notes and the
         Company thereupon fails to appoint a successor Depositary, or (y) has
         ceased to be a clearing agency registered under the Exchange Act and
         the Company fails to appoint a successor, and, in either case, a
         successor Depositary is not appointed by the Company within 90 days
         after the date of such notice from the Depositary, or (ii) the Company,
         at its option, notifies the Trustee in writing that it elects to cause
         the issuance of the Definitive Notes. In all cases, Definitive Notes
         delivered in exchange for any Restricted Global Note or beneficial
         interests therein shall be registered in the names, and issued in any
         approved denominations, requested by or on behalf of the Depositary (in
         accordance with the Applicable Procedures).

                        In such event, the Trustee shall cause the Restricted
         Global Notes to be canceled accordingly pursuant to Section 2.11
         hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Persons in whose names such Notes are
         so registered 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. Any Definitive Note issued in exchange for a beneficial
         interest in a Restricted Global Note pursuant to this Section
         2.06(c)(i) shall bear the Private Placement Legend and shall be subject
         to all restrictions on transfer contained therein.

                        In the event of a transfer or exchange of beneficial
         interests in Global Notes for Definitive Notes, the Trustee and
         Registrar shall be entitled to rely on directions from Indirect
         Participants, Participants or the Depositary as to the name of the
         Holders in which to register the Definitive Notes and as to delivery
         instructions; none of the Company, the Trustee or the Registrar shall
         be liable for any delay in receipt of or failure to receive such
         directions and each may conclusively rely on, and shall be protected in
         relying on, such instructions.

                (ii)  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


                                      41
<PAGE>


         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 Letter of Transmittal or comparable
                  communication in accordance with the Applicable Procedures
                  that it is not (1) a Broker-Dealer, (2) a Person participating
                  in the distribution of the Exchange Notes or (3) 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:

                           (1) 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

                           (2) 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, the Company or the Trustee so requests or if
                  the Applicable Procedures so require, an Opinion of Counsel in
                  form reasonably acceptable to the Registrar, the Trustee or
                  the Company, if applicable, 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.


                                      42
<PAGE>


                (iii) BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
         UNRESTRICTED DEFINITIVE NOTES. Unrestricted Global Notes and beneficial
         interests therein shall be exchangeable for Definitive Notes if (i) the
         Depositary (x) notifies the Company that it is unwilling or unable to
         continue as depositary for the Unrestricted Global Notes, or (y) has
         ceased to be a clearing agency registered under the Exchange Act and
         the Company fails to appoint a successor, and, in either case, a
         successor Depositary is not appointed by the Company within 90 days
         after the date of such notice from the Depositary, or (ii) the Company,
         at its option, notifies the Trustee in writing that it elects to cause
         the issuance of the Definitive Notes. In all cases, Definitive Notes
         delivered in exchange for any Unrestricted Global Note or beneficial
         interests therein will be registered in the names, and issued in any
         approved denominations, requested by or on behalf of the Depositary in
         accordance with the Applicable Procedures. In such event, the Trustee
         shall cause the Unrestricted Global Notes to be canceled accordingly
         pursuant to Section 2.11 hereof, and the Company shall execute and,
         upon receipt of an Authentication Order in accordance with Section 2.02
         with respect to such Note, the Trustee shall authenticate and deliver
         to the Persons in whose names such Notes are so registered in the
         appropriate principal amount. Any Definitive Note issued in exchange
         for a beneficial interest pursuant to this Section 2.06(c)(iii) 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. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section
         2.06(c)(iii) shall not bear the Global Note Legend.

                  (d) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS.

                (i)   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 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;


                                      43
<PAGE>


                           (C) if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Regulation S, 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
                  under the Securities Act to a Person who is an affiliate (as
                  defined in Rule 144) of the Company, 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)(d)
                  thereof, if applicable; or

                           (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,

the Trustee shall cancel the Restricted Definitive Note in accordance with
Section 2.11, and 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, and in the case of
clause (C) above, the Regulation S Global Note, in the case of clauses (D)
through (F) above, the appropriate Restricted Global Note in accordance with
Section 2.06(h) hereof.

                (ii)  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,


                                      44
<PAGE>


                  certifies in the applicable Letter of Transmittal or
                  comparable communication in accordance with the Applicable
                  Procedures that it is not (1) a Broker-Dealer, (2) a Person
                  participating in the distribution of the Exchange Notes or
                  (3) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration 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:

                           (1) if the Holder of such Definitive Notes proposes
                  to exchange such Notes 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)(c) thereof; or

                           (2) 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, the Trustee or the Company so requests or if
                  the Applicable Procedures so require, an Opinion of Counsel in
                  form reasonably acceptable to the Registrar, the Trustee or
                  the Company, if applicable, 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)(ii), the Trustee shall cancel the
Definitive Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note in accordance with Section 2.06(h).

                (iii) 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


                                      45
<PAGE>


         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
         shall cancel the applicable Unrestricted Definitive Note and increase
         or cause to be increased the aggregate principal amount of one of the
         Unrestricted Global Notes, in accordance with Section 2.06(h).

                  If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) 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
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 shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall 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 his attorney-in-fact, duly authorized in writing. In addition, the requesting
Holder shall provide any additional certifications, documents and information,
as applicable, required pursuant to the following provisions of this Section
2.06(e).

                (i)   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 shall 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; and

                           (B) if the transfer shall be made pursuant to
                  Regulation S, 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 shall 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,


                                      46
<PAGE>


                  certificates and Opinion of Counsel provided for by item (3)
                  thereof, if applicable.

                (ii)  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 (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) 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 Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                           (1) 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

                           (2) 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, the Trustee or the Company so requests, an Opinion of
         Counsel in form reasonably acceptable to the Registrar, the Trustee and
         the Company, if applicable, 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.


                                      47
<PAGE>


                (iii) 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 transfer of 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 shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate (i) 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 for acceptance
by Persons that certify in the applicable Letters of Transmittal or comparable
communications in accordance with the Applicable Procedures that (x) they are
not Broker-Dealers, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of
the Company, and accepted for exchange in the Exchange Offer and (ii)
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
shall cause the aggregate principal amount of the applicable Restricted
Global Notes to be canceled or reduced accordingly, and the Trustee shall
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 shall 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.

                (i)   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 NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER
         SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
         HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
         ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
         UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS
         SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
         "QUALIFIED

                                      48

<PAGE>

         INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING
         THIS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF
         REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL
         "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS (A)(1),
         (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, (2) AGREES
         THAT IT WILL NOT, PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH
         SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE
         SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE
         LATER OF THE ORIGINAL ISSUE DATE (OR OF ANY PREDECESSOR OF THIS
         NOTE) OR THE LAST DAY ON WHICH AMERICAN CELLULAR CORPORATION WAS THE
         OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH
         LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
         "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE
         TRANSFER THIS NOTE EXCEPT (A) TO AMERICAN CELLULAR CORPORATION, (B)
         PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
         EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
         ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
         BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
         144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
         FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
         GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
         INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO
         NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
         MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
         INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
         SUBPARAGRAPHS (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
         SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
         TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
         AGREEMENTS RELATING TO THE RESTRICTIONS ON THE TRANSFER OF THIS NOTE
         (WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
         RESPECT OF LESS THAN $100,000 PRINCIPAL AMOUNT OF NOTES, AN OPINION
         OF COUNSEL ACCEPTABLE TO AMERICAN CELLULAR CORPORATION THAT SUCH
         TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (F) PURSUANT
         TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
         OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH
         PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
         THE EFFECT OF THIS LEGEND; PROVIDED THAT AMERICAN CELLULAR
         CORPORATION SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
         TRANSFER (I) PURSUANT TO

                                      49

<PAGE>

         CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
         COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT,
         AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
         CERTIFICATION OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE
         GOVERNING THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO
         THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
         HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
         HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
         PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
         SECURITIES ACT."

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

                (ii)  GLOBAL NOTE LEGEND. Each Global Note shall 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 (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OR IN
         ACCORDANCE WITH SECTION 9.05 OF THE INDENTURE, (II) THIS GLOBAL NOTE
         MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
         OF THE INDENTURE, (III) 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 THE COMPANY."

         "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

                                      50

<PAGE>

         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."

                (iii) REGULATION S TEMPORARY GLOBAL NOTE LEGEND. The
         Regulation S Temporary Global Note shall 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 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
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled 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 shall 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 shall be
reduced accordingly and an endorsement shall 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 shall take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall 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.

                (i)   To permit registrations of transfers and exchanges, the
         Company shall execute and, upon receipt of an Authentication Order in
         accordance with

                                      51

<PAGE>

         Section 2.02 with respect to such Notes, the Trustee shall authenticate
         Global Notes and Definitive Notes upon the Company's order.

                (ii)  No service charge shall be made to a Holder of a
         beneficial interest in 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, 4.16 and 9.05
         hereof).

                (iii) In the event of a transfer of a Global Note from a
         Depositary to a successor Depositary or in the event of a transfer of a
         Global Note from one nominee name to a different nominee name of any
         present or successor Depositary, the Trustee and Registrar may rely and
         shall be protected in relying, in the case of a successor Depositary,
         on written instructions received from the Company as to the change in
         Depositaries and, in the case of a change in nominee names, on written
         instructions received from the then current Depositary so appointed by
         the Company.

                (iv)  All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall 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.

                (v)   Neither the Registrar nor the Company shall 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 so 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.

                (vi)  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 on the
         registry relating to the Notes 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.

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

                (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar, the Company and the
         Trustee pursuant to this Section

                                      52

<PAGE>

         2.06 to effect a registration of transfer or exchange may be submitted
         by facsimile.

SECTION 2.07.         REPLACEMENT NOTES.

                  (a) 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 shall issue and the Trustee,
upon receipt of an Authentication Order in accordance with Section 2.02 with
respect to such Note, shall 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.

                  (b) Every replacement Note is an additional obligation of the
Company and shall 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.

                  (a) The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled 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 2.08 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; however, Notes held by the
Company or a Subsidiary of the Company shall not be deemed to be outstanding for
purposes of Section 3.07(b) hereof.

                  (b) If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding and interest on the Notes ceases to accrue unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a
bona fide purchaser.

                  (c) 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.

                  (d) 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 for the purposes of and sufficient to pay Notes payable on that date, then
on and after that date such Notes shall be deemed to be no longer outstanding
and shall 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,

                                      53

<PAGE>

or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes that the Trustee knows are so owned shall 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
in accordance with Section 2.02 with respect to such Notes, shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
Definitive Notes but may have variations that the Company considers appropriate
for temporary Notes and as shall be reasonably acceptable to the Trustee.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Notes in exchange for temporary Notes. After the
preparation of Definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for such purpose pursuant to Section 4.02 without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes, the Company shall execute and, upon receipt of an
Authentication Order in accordance with Section 2.02 with respect to such Notes,
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Definitive Notes of authorized denominations.

                  Holders of temporary Notes shall 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 shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee upon direction by the Company and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Notes (subject to the record retention
requirements of the Exchange Act). Certification of the destruction of all
cancelled Notes shall 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 shall 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 shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid

                                      54

<PAGE>

on each Note and the date of the proposed payment. The Company shall fix or
cause to be fixed each such special record date and payment date; PROVIDED,
HOWEVER, that no such special record date shall be less than 5 days prior to
the related payment date for such defaulted interest. At least 10 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) shall
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.

SECTION 2.13.         CUSIP AND ISIN NUMBERS.

                  The Company in issuing the Notes may use "CUSIP" and "ISIN"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
and "ISIN" numbers in notices of redemption as a convenience to Holders;
PROVIDED, HOWEVER, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee of any change in the "CUSIP" and "ISIN"
numbers.

                                   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 shall furnish to the Trustee,
at least 45 days (unless a shorter period shall be agreed to by the Trustee) but
not more than 60 days before a redemption date (but in any event prior to the
notice provided pursuant to Section 3.03 hereof), an Officers' Certificate
setting forth (i) the clause of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.

SECTION 3.02.         SELECTION OF NOTES TO BE REDEEMED.

                  If less than all of the Notes are to be redeemed or purchased
in an Offer to Purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, on a PRO RATA basis, by lot
or in accordance with any other method the Trustee considers fair and
appropriate or in accordance with the Applicable Procedures. In the event of
partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.

                                      55

<PAGE>

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

SECTION 3.03.         NOTICE OF REDEMPTION.

                  Subject to the provisions of Section 3.07 hereof, at least 30
days but not more than 60 days before a redemption date, the Company shall 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.

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

                  (a) the redemption date;

                  (b) the redemption price;

                  (c) 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 shall be issued upon cancellation of the original Note;

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

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

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

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

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee at least 45 days (unless a shorter
period shall be agreed to by the Trustee in writing) but not more than 60 days
prior to the redemption date, an

                                      56

<PAGE>

Officers' Certificate in accordance with Sections 13.04 and 13.05 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 shall become irrevocably due and
payable on the redemption date at the redemption price. A notice of redemption
may not be conditional.

                  A notice of redemption shall be deemed to be given when
mailed, whether or not the Holder receives the notice. In any event, failure to
give such notice, or any defect in such notice, shall not affect the validity of
the proceedings for the redemption of the Notes held by Holders to whom such
notice was properly given.

SECTION 3.05.         DEPOSIT OF REDEMPTION PRICE.

                  On or one Business Day prior to the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption price of and accrued interest and Liquidated Damages, if
any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent
shall 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 price of, and accrued interest on, all Notes to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
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 shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal from the redemption
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 IN PART.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 with respect to such Notes, the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                                       57

<PAGE>

SECTION 3.07.         OPTIONAL REDEMPTION.

                  (a) At any time prior to October 15, 2005, the Notes may be
redeemed, in whole or in part, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued and
unpaid interest and Liquidated Damages, if any, to, the date of redemption
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date in respect of then
outstanding Notes).

                  (b) On or after October 15, 2005, the Company may redeem the
Notes at any time, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the date fixed for
redemption, if redeemed during the twelve-month period beginning on October 15
of the years indicated below:

<TABLE>
<CAPTION>

                   YEAR                                       PERCENTAGE
                   ----                                       ----------
                   <S>                                        <C>
                   2005                                        104.750%
                   2006                                        103.167%
                   2007                                        101.583%
                   2008 and thereafter                         100.000%

</TABLE>

                  (c) Notwithstanding the provisions of clauses (a) and (b) of
this Section 3.07, on or prior to April 15, 2004, the Company shall be permitted
to redeem up to 35% of the aggregate principal amount of the Notes at a
redemption price of 109.500% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date fixed for
redemption, with the net cash proceeds of one or more Equity Offerings by either
the Company or by the Parent Guarantor to the extent that the proceeds thereof
are received by or contributed to the Company; PROVIDED, HOWEVER, that (1) at
least 65% of the aggregate principal amount of the Notes issued on the Issue
Date remains outstanding immediately after the occurrence of such redemption;
and (2) each redemption occurs within 180 days after the date of the closing of
such Equity Offering.

                  (d) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08.         MANDATORY REDEMPTION.

                  The Company shall not be required to make mandatory redemption
of, sinking fund payments for, or offer to repurchase any Notes.

SECTION 3.09.         OFFER TO PURCHASE.

                  In the event that, pursuant to Section 4.11 or 4.16 hereof,
the Company shall be required to commence an Offer to Purchase, it shall follow
the procedures specified below.

                                       58

<PAGE>

                  The Offer to Purchase shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "OFFER PERIOD"). No
later than the Payment Date, the Company shall purchase the principal amount of
Notes required to be purchased pursuant to Section 4.11 hereof (the "OFFER
AMOUNT"), or, if less than the Offer Amount has been tendered, all Notes validly
tendered in response to the Asset Sale Offer. Payment for any Notes so purchased
shall be made in the same manner as interest payments are made.

                  If the Payment Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest
shall 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 and Liquidated Damages,
if any, shall be payable to Holders who tender Notes pursuant to the Offer to
Purchase. Upon the commencement of an Offer to Purchase, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Offer to
Purchase. The Offer to Purchase shall be made to all Holders.

                  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.

                  (a) The Company shall pay or cause to be paid the principal
of, premium, if any, Liquidated Damages, if any, and interest on the Notes on
the dates and in the manner provided in the Notes. Principal, premium, if any,
Liquidated Damages, if any, and interest shall 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 shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

                  (b) The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it shall 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.

                                       59

<PAGE>

SECTION 4.02.         MAINTENANCE OF OFFICE OR AGENCY.

                  (a) The Company shall 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 shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

                  (b) 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 shall 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
shall 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.

                  (c) 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.

SECTION 4.03.         REPORTS.

                  (a) Whether or not either of the Parent Guarantor and the
Company is required to do so by the rules and regulations of the Commission, so
long as any Notes are outstanding, the Parent Guarantor and the Company will, if
permitted, file with the Commission all reports and other information as they
would be required to file with the Commission by Section 13(a) or 15(d) of the
Exchange Act if they were subject to the Exchange Act. The Parent Guarantor and
the Company shall deliver to the Trustee and furnish each Holder, without cost
to such Holder, copies of such reports and other information.

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

                  (c) After the Exchange Offer or the effectiveness of the Shelf
Registration Statement, whether or not required by the rules and regulations of
the Commission, the Company shall file a copy of all of the information and
reports required to be delivered pursuant to clause (a) of this Section 4.03
with the Commission for public availability, unless the Commission shall not
accept such a filing, and from and after the Issue Date

                                       60

<PAGE>

will make this information available to securities analysts and prospective
investors upon request. In addition, for so long as any Notes remain
outstanding, the Company shall file with the Trustee and the Commission
(unless the Commission shall not accept such filing) the information required
to be delivered pursuant to clause (a) of this Section 4.03 within the time
periods specified in the Commission's rules and regulations and furnish that
information to Holders of the Notes, securities analysts and prospective
investors upon their request.

SECTION 4.04.         COMPLIANCE CERTIFICATE.

                  (a) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year, an Officers' Certificate in accordance with
Sections 13.04 and 13.05 stating that a review of the activities of the Company
and its Restricted Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
each of the Company and its Restricted Subsidiaries 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 shall have 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) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate in accordance with
Sections 13.04 and 13.05 specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

                                       61

<PAGE>

SECTION 4.05.         TAXES.

                  The Parent Guarantor shall pay, and shall cause the Company
and 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 Guarantor covenants (to the extent that
it may lawfully do so) that it shall 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 Guarantor (to the extent that each may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

SECTION 4.07.         RESTRICTED PAYMENTS.

                  (a) The Parent Guarantor shall not, and shall not permit any
Restricted Subsidiaries to, directly or indirectly:

                  (i) declare or pay any dividend or make any distributions on
         or with respect to its Capital Stock other than dividends or
         distributions that are payable solely in Capital Stock (other than
         Disqualified Stock), or in options, warrants or other rights to acquire
         shares of Capital Stock (other than Disqualified Stock), that are
         payable to the Parent Guarantor or any Restricted Subsidiary, PROVIDED,
         HOWEVER, that if such Restricted Subsidiary is not a Wholly Owned
         Subsidiary, then distributions or dividends may be payable to the other
         stockholders thereof only if on a pro rata basis measured by value,

                  (ii)purchase, redeem, retire or otherwise acquire for value
         any Capital Stock of:

                           (A) the Parent Guarantor, the Company or an
                  Unrestricted Subsidiary (including options, warrants or other
                  rights to acquire such shares of Capital Stock) held by any
                  Person, or

                           (B) a Restricted Subsidiary (including options,
                  warrants or other rights to acquire such shares of Capital
                  Stock) held by any Affiliate of the Parent Guarantor (other
                  than a Wholly Owned Restricted Subsidiary) or any

                                       62

<PAGE>

                  beneficial Holder (or any Affiliate of such Holder) of 5% or
                  more of the Capital Stock of the Parent Guarantor or the
                  Company,

                  (iii) make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value any
         Subordinated Indebtedness, except a payment of interest or principal at
         Stated Maturity; or

                  (iv)make any Investment, other than a Permitted Investment, in
         any Person (such payment or other actions described in clauses (i)
         through (iv) being collectively referred to as "RESTRICTED PAYMENTS")
         if at the time of, and after giving effect to, the proposed Restricted
         Payment:

                           (A) a Default or Event of Default occurs and
                  continues to occur or would result therefrom or shall have
                  occurred and be continuing, or

                           (B) the Parent Guarantor could not Incur at least
                  $1.00 of Indebtedness under Section 4.09(a) hereof, or

                           (C) the aggregate amount of such Restricted Payments
                  and all other Restricted Payments declared or made after the
                  Issue Date (the amount, if other than in cash, to be
                  determined in good faith by the Board of Directors) would
                  exceed the sum of:

                           (1) 100% of the Parent Guarantor's Consolidated
                  EBITDA (or, if its Consolidated EBITDA is a loss, minus 100%
                  of the amount of such loss) accrued during the period treated
                  as one accounting period, beginning on January 1, 2001, to the
                  end of the most recent fiscal quarter preceding the date of
                  such Restricted Payment for which consolidated financial
                  statements of the Parent Guarantor have been filed with the
                  Commission, MINUS 1.50 times the Parent Guarantor's
                  Consolidated Interest Expense for the same period, plus

                           (2) the aggregate Net Cash Proceeds received by the
                  Company after the Issue Date as a capital contribution or from
                  issuing or selling its Capital Stock, and options, warrants
                  and other rights to acquire its Capital Stock, to a Person who
                  is not a Restricted Subsidiary (except to the extent such Net
                  Cash Proceeds are used to Incur Indebtedness pursuant to
                  Section 4.09(b)(vi)(A)) (in each case, exclusive of any
                  Disqualified Stock or any options, warrants or other rights
                  that are redeemable at the option of the Holder, or are
                  required to be redeemed, prior to the final Stated Maturity of
                  the Notes), plus

                                       63

<PAGE>

                           (3) an amount equal to the net reduction in
                  Investments that constitute Restricted Payments resulting from
                  payments of interest, dividends, repayments or loans or
                  advances, returns of capital or other transfers of assets to
                  the Parent Guarantor or any Restricted Subsidiary of the
                  Parent Guarantor from the Net Cash Proceeds from the sale of
                  any Investment (except to the extent any such payment or
                  proceeds are included in the calculation of Consolidated
                  EBITDA), or from redesignations of Unrestricted Subsidiaries
                  as Restricted Subsidiaries (valued in each case as provided in
                  the definition of "Investment"), not to exceed, in each case,
                  the amount of the relevant Investments so being reduced or
                  sold.

                  (b) The following actions shall not be deemed to violate the
foregoing limitations on Restricted Payments:

                  (i) the payment of any dividend within 60 days after the date
         of declaration thereof if, at the date of declaration, such payment
         would comply with the clauses (i), (ii) and (iii) of Section 4.07(a);

                  (ii)the repurchase, redemption, defeasance or other
         acquisition or retirement of Capital Stock of the Parent Guarantor or
         the Company (or options, warrants or other rights to acquire such
         Capital Stock) or any Indebtedness that is subordinated to the Notes in
         each case in exchange for, or out of the Net Cash Proceeds of the
         substantially concurrent sale (other than to any Restricted Subsidiary)
         of, shares of Capital Stock (other than Disqualified Stock) of the
         Parent Guarantor or the Company;

                  (iii) the repurchase, redemption, defeasance or other
         acquisition or retirement of Subordinated Indebtedness with the Net
         Cash Proceeds from an Incurrence of Indebtedness that meets the
         requirements of clause (ii) of Section 4.09(b) hereof;

                  (iv) payments or distributions, to dissenting stockholders in
         connection with a consolidation, merger or transfer of assets that
         complies with Section 5.01 hereof;

                  (v) the purchase, redemption, acquisition, cancellation or
         other retirement for value of shares of Capital Stock of the Parent
         Guarantor or the Company to the extent necessary in the good faith
         judgment of the Parent Guarantor's and the Company's Board of
         Directors, to prevent the loss or secure the renewal or reinstatement
         of any license or franchise held by the Parent Guarantor or any
         Restricted Subsidiary from any governmental agency;

                  (vi) the purchase, redemption, retirement or other acquisition
         for value of Capital Stock of the Parent Guarantor or the Company, or
         options to purchase

                                       64

<PAGE>

         such shares, held by the Parent Guarantor's or the Company's
         directors, employees or former directors or employees or of any
         Restricted Subsidiary, or their estates or beneficiaries under
         their estates, upon death, disability, retirement, termination of
         employment or pursuant to the terms of any agreement under which such
         shares of Capital Stock or options were issued, but only if (a) the
         aggregate consideration paid for such purchase, redemption,
         acquisition, cancellation or other retirement of such shares of Capital
         Stock or options after the Issue Date does not exceed $10.0 million in
         any twelve-month period, (b) any unused amount in any twelve-month
         period is carried forward to one or more future twelve-month periods,
         and (c) the aggregate of all unused amounts that are carried forward to
         any future twelve-month period shall not exceed $20.0 million in the
         aggregate;

                  (vii) Investments in any Person in an aggregate amount not to
         exceed $75.0 million plus, in the case of an Investment in a Person the
         primary business of which is related, ancillary or complementary to the
         business of the Parent Guarantor and its Restricted Subsidiaries on the
         date of such Investment, an amount not to exceed the Net Cash Proceeds
         received by the Company after the Issue Date from capital contributions
         from the issuance and sale of its Capital Stock (other than
         Disqualified Stock) to a Person that is not a Subsidiary, except to the
         extent such Net Cash Proceeds are used to Incur Indebtedness
         outstanding pursuant to clause (vi)(A) of Section 4.09(b) or to make
         Restricted Payments pursuant to clause (iv)(C)(2) of Section 4.07(a),
         or clause (ii) of this paragraph, of this Section 4.07;

                  (viii) the repurchase of Subordinated Indebtedness at a
         purchase price not greater than 101% of the principal amount thereof
         (plus accrued and unpaid interest) pursuant to a mandatory offer to
         repurchase made upon the occurrence of a Change of Control; PROVIDED,
         HOWEVER, that the Company first make an Offer to Purchase the Notes
         (and repurchase all tendered Notes) under this Indenture pursuant to
         Section 4.16;

                  (ix) the payment by the Parent Guarantor of a payment to AT&T
         Wireless and Dobson Communications, in accordance with the Joint
         Venture Agreements, in an amount sufficient to pay the cash tax
         liabilities of those parties for federal and state income taxes, which
         taxes are directly attributable to each of AT&T Wireless' and Dobson
         Communications' profit with respect to the Parent Guarantor, so long as
         such payments in the aggregate do not exceed the lesser of (A) the
         aggregate amount of taxes that would be payable by the Parent Guarantor
         and its consolidated subsidiaries if they were filing on a separate
         return basis as a consolidated entity and (B) the aggregate amount of
         taxes that would be payable by the Company and its consolidated
         Subsidiaries if they were filing on a separate return basis as a
         consolidated entity; or

                                       65

<PAGE>

                  (x) the payment by the Parent Guarantor or any Restricted
         Subsidiaries to any employees, officers, directors or consultants (or
         their respective permitted transferees) to purchase stock in accordance
         with stock option plans or similar arrangements, so long as such
         distributions do not exceed $1.0 million in the aggregate from and
         after the Issue Date;

PROVIDED, HOWEVER, that, except in the case of clauses (i) and (ii), no Default
or Event of Default, shall have occurred and be continuing or occur as a
consequence of the actions or payments set forth therein.

                  (c) Each Restricted Payment that is permitted as provided in
the preceding paragraph (other than (1) an exchange of Capital Stock for either
Capital Stock or Subordinated Indebtedness referred to in clause (ii) of Section
4.07(b), (2) the repurchase, redemption or the acquisition or retirement of
Subordinated Indebtedness referred to in clause (iii) of Section 4.07(b), (3)
the Net Cash Proceeds from any issuance of Capital Stock referred to in clauses
(ii) or (vii) of Section 4.07(b), and (4) the Restricted Payment referred to in
clause (viii) of Section 4.07(b) above) shall be included in calculating whether
the conditions of clause (3)(c) of this Section 4.07(a) have been satisfied with
respect to any subsequent Restricted Payments.

                  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 its
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
As soon as practicable after the date of making any Restricted Payment, the
Company shall be required to deliver to the Trustee an Officers' Certificate in
accordance with Sections 13.04 and 13.05 stating that the Restricted Payment was
permitted and setting forth the basis upon which the calculations required under
this Section 4.07 were computed.

SECTION 4.08.         DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                      SUBSIDIARIES.

                  (a) The Parent Guarantor shall not, and shall not permit any
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owed by the Parent Guarantor, the Company or any other
Restricted Subsidiary, (ii) pay any Indebtedness owed to the Parent Guarantor,
the Company or any other Restricted Subsidiary, (iii) make loans or advances to
the Parent Guarantor, the Company or any other Restricted Subsidiary, or (iv)
transfer any of its properties or assets to the Parent Guarantor, the Company or
any other Restricted Subsidiary.

                  (b) The provisions of clause (a) above shall not apply to
encumbrances or restrictions:

                                       66

<PAGE>

                  (i) existing under the Senior Credit Facility on the Issue
         Date (including applications of such provisions to any increased
         commitments or borrowings under the Senior Credit Facility) or
         otherwise existing on the Issue Date or in the Notes or this Indenture,
         and any amendments, extensions, refinancings, renewals or replacements
         of such agreements; on the condition that, the encumbrances and
         restrictions in any such amendments, extensions, refinancings, renewals
         or replacements are no less favorable in all material respects to the
         Holders than those encumbrances or restrictions that are then in effect
         and that are being extended, refinanced, renewed or replaced;

                  (ii) existing under or by reason of applicable law;

                  (iii) existing with respect to any Person or the property or
         assets of such Person acquired by the Parent Guarantor or any
         Restricted Subsidiary, existing at the time of such acquisition and not
         Incurred in contemplation thereof, which encumbrances or restrictions
         are not applicable to any Person or the property or assets of any
         Person other than such Person or the property or assets of such Person
         so acquired;

                  (iv) in the case of restrictions relating to the transfers of
         property, restrictions that;

                           (A) restrict in a customary manner the subletting,
                  assignment or transfer of any property or asset that is a
                  lease, license, conveyance or contract or similar property or
                  asset,

                           (B) exist by virtue of any transfer of, agreement to
                  transfer, option or right with respect to, or Lien on, any
                  property or assets of the Parent Guarantor or any Restricted
                  Subsidiary not otherwise prohibited by this Indenture or

                           (C) arise or agreed to in the ordinary course of
                  business, not relating to any Indebtedness, and that do not,
                  individually or in the aggregate, detract from the value of
                  property or assets of the Parent Guarantor or any Restricted
                  Subsidiary in any manner material to the Parent Guarantor or
                  any Restricted Subsidiary;

                  (v) with respect to a Restricted Subsidiary and imposed
         pursuant to an agreement that has been entered into for the sale or
         disposition of all or substantially all of the Capital Stock of, or
         property and assets of, such Restricted Subsidiary; or

                                       67

<PAGE>

                  (vi) contained in the terms of any Indebtedness (other than
         as contemplated by clause (i) above), or any agreement creating
         Indebtedness, of a Restricted Subsidiary entered into after the Issue
         Date if:

                           (A) the encumbrance or restriction applies only if
                  there is a payment default, a default with respect to a
                  financial covenant, or an event of default resulting in the
                  acceleration of the final maturity of such Indebtedness,

                           (B) the encumbrance or restriction is not materially
                  more disadvantageous to Holders of Notes than is customary in
                  comparable financings (as determined by the Company), and

                           (C) the Company determines that the encumbrance or
                  restriction shall not materially affect the ability to pay
                  interest on the Notes at their Stated Maturity or principal
                  and accrued and unpaid interest on the Notes at their final
                  Stated Maturity.

                  (c) The Parent Guarantor and its Restricted Subsidiaries are
not precluded from:

                  (i) creating, Incurring, assuming or permitting to exist any
         Liens otherwise permitted under Section 4.13, or

                  (ii)restricting the sale of their assets that secure
         Indebtedness of the Parent Guarantor or its Restricted Subsidiaries.

SECTION 4.09.         INCURRENCE OF INDEBTEDNESS.

                  (a) The Parent Guarantor shall not, and shall not permit any
Restricted Subsidiary to, Incur any Indebtedness other than Indebtedness
existing on the Issue Date; provided, however, that the Parent Guarantor and any
Restricted Subsidiary may Incur Indebtedness, if, after giving effect to the
Incurrence of such Indebtedness and the receipt and application of the proceeds
therefrom, the Consolidated Leverage Ratio would be less than 8.5 to 1 for
Indebtedness Incurred on or prior to September 30, 2002, 8.0 to 1 for
Indebtedness Incurred after September 30, 2002 and on or prior to September 30,
2003, and 7.5 to 1 for Indebtedness Incurred thereafter.

                  (b) Notwithstanding the provisions of clause (a) of this
Section 4.09, the Parent Guarantor and any Restricted Subsidiary (except as
specified below) may Incur the following types of Indebtedness (including
Acquired Indebtedness):

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<PAGE>

                  (i) additional Indebtedness under one or more Credit
         Agreements outstanding at any time in an aggregate principal amount not
         to exceed $1,550.0 million Incurred under this clause (i);

                  (ii)Indebtedness issued in exchange for, or the net proceeds
         of which are used to refinance or refund, then outstanding
         Indebtedness, other than Indebtedness Incurred under clause (i), (iii),
         (iv), (v) or (vii) of this Section 4.09(b), and any refinancings
         thereof in an amount not to exceed the amount so refinanced or refunded
         (plus premiums, accrued interest, accrued dividends, fees and
         expenses), but only if such new Indebtedness, determined as of the date
         of Incurrence of such new Indebtedness, does not mature or have a
         mandatory redemption or repurchase date prior to the final Stated
         Maturity of the Indebtedness to be refinanced or refunded, and the
         Average Life of such new Indebtedness is at least equal to the
         remaining Average Life of the Indebtedness to be refinanced or refunded
         and on the condition that in no event may Indebtedness of the Company
         be refinanced by means of any Indebtedness of any Restricted Subsidiary
         pursuant to this clause (ii);

                  (iii) Indebtedness represented by the Notes issued hereunder,
         the Exchange Notes, including in each case, the Guarantees of the
         Notes, and the Guarantees of any Additional Notes that may be issued in
         the such in accordance with this Indenture; PROVIDED, HOWEVER, that if
         any Additional Notes are issued prior to October 15, 2003, the Company
         shall deposit in the Interest Reserve Account funds sufficient to pay,
         when due, all cash interest payments accruing on such Additional Notes
         on or prior to October 15, 2003;

                  (iv)Indebtedness

                           (A) in respect of performance, surety or appeal bonds
                  provided in the ordinary course of business,

                           (B) under Currency Agreements and Interest Rate
                  Agreements, but only if such agreements (I) are designed
                  solely to protect the Parent Guarantor or its Restricted
                  Subsidiaries against fluctuations in foreign currency exchange
                  rates or interest rates and (II) do not increase the
                  Indebtedness of the obligor outstanding at any time other than
                  as a result of fluctuations in foreign currency exchange rates
                  or interest rates or by reason of fees, indemnities and
                  compensation payable thereunder, or

                           (C) arising from agreements providing for
                  indemnification, adjustment of purchase price or similar
                  obligations, or from Guarantees or letters of credit, surety
                  bonds or performance bonds securing any obligations of the

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                  Parent Guarantor or any Restricted Subsidiaries pursuant to
                  such agreements, in any case Incurred in connection with the
                  disposition of any business, assets or Restricted Subsidiary
                  of the Parent Guarantor (other than Guarantees of Indebtedness
                  Incurred by any Person acquiring all or any portion of such
                  business, assets or Restricted Subsidiary of the Parent
                  Guarantor for the purpose of financing such acquisition), in
                  an amount not to exceed the gross proceeds actually received
                  by the Parent Guarantor or any Restricted Subsidiary in
                  connection with such disposition;

                  (v) Guarantees of Indebtedness of the Parent Guarantor or the
         Company by any Restricted Subsidiary or by the Parent Guarantor or the
         Company of Indebtedness of any Restricted Subsidiary so long as such
         Indebtedness was permitted to be Incurred under another provision of
         this Section 4.09(b);

                  (vi) Indebtedness of the Parent Guarantor or the Company not
         to exceed, at any time outstanding, the sum of:

                           (A) two times the sum of

                           (1) Net Cash Proceeds received by the Company after
                  the Issue Date from the issuance and sale of (A) its Common
                  Stock or Preferred Shares convertible or exchangeable solely
                  into shares of such Common Stock (in either case, other than
                  Disqualified Stock), (B) the Parent Guarantor's Common Stock
                  or Preferred Shares convertible or exchangeable solely into
                  shares of such Common Stock (in either case, other than
                  Disqualified Stock) or (C) the sale of any Capital Stock
                  (other than Disqualified Stock) of the Company or the Parent
                  Guarantor to any Permitted Holder (such Capital Stock in (A),
                  (B) or (C) being "Qualifying Capital Stock"), to the extent
                  such Net Cash Proceeds are contributed to the Company, to a
                  Person that is not a Restricted Subsidiary of the Parent
                  Guarantor to the extent such Net Cash Proceeds have not been
                  used pursuant to clause (4)(c)(ii) of Section 4.07(a), or
                  clause (7) of Section 4.07(b); and

                           (2) 80% of the Fair Market Value of property other
                  than cash received by the Parent Guarantor or the Company
                  after the Issue Date from the issuance and sale of its
                  Qualifying Capital Stock to a Person that is not a Restricted
                  Subsidiary of the Parent Guarantor; and

                           (B) the sum of

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                           (1) Net Cash Proceeds received by the Company after
                  the Issue Date from the issuance and sale of either any of its
                  Capital Stock (other than Qualifying Capital Stock and
                  Disqualified Stock), or the Parent Guarantor's Capital Stock
                  (other than Qualifying Capital Stock and Disqualified Stock)
                  to the extent such Net Cash Proceeds are contributed to the
                  Company, to a Person that is not a Restricted Subsidiary of
                  the Parent Guarantor to the extent such Net Cash Proceeds have
                  not been used pursuant to clause (4)(c)(ii) of Section
                  4.07(a), or clause (7) of Section 4.07(b); and

                           (2) 80% of the Fair Market Value of property other
                  than cash received by the Parent Guarantor or the Company
                  after the Issue Date from the issuance and sale of its Capital
                  Stock (other than Qualifying Capital Stock and Disqualified
                  Stock) to a Person that is not a Restricted Subsidiary of the
                  Parent Guarantor;

                  (vii) intercompany Indebtedness (other than any Guarantee to
         the extent addressed in clause (v) above) by or among the Parent
         Guarantor and its Restricted Subsidiaries; PROVIDED, HOWEVER, that (A)
         if the Company or the Parent Guarantor is the obligor on such
         Indebtedness, such Indebtedness is expressly subordinated to the prior
         payment in full in cash of all obligations in respect of the Notes or
         the Parent Guarantor's Guarantee of the Notes, as the case may be, and
         (B)(1) any subsequent issuance or transfer of Capital Stock that
         results in any such Indebtedness being held by a Person other than the
         Company or another Restricted Subsidiary of the Parent Guarantor and
         (2) any sale or other transfer of any such Indebtedness to a Person
         other than the Parent Guarantor, the Company or another Restricted
         Subsidiary of the Parent Guarantor shall be deemed, in each case, to
         constitute an Incurrence of Indebtedness by the Parent Guarantor, the
         Company or such Restricted Subsidiary, as the case may be, that was not
         permitted by this clause (vii); and

                  (viii) Indebtedness outstanding at any time in an aggregate
         principal amount not to exceed $100.0 million.

                  (c) The maximum amount of Indebtedness that the Parent
Guarantor or a Restricted Subsidiary may Incur pursuant to this Section 4.09
shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness, due solely to the result of fluctuations in the exchange rates of
currencies.

                  (d) For purposes of determining any particular amount of
Indebtedness under this Section 4.09, Guarantees, Liens or obligations with
respect to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included.

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                  (e) For purposes of determining compliance with this Section
4.09, in the event that an item of proposed Indebtedness meets the criteria of
more than one of the categories of Indebtedness described in Section 4.09(b) or
would be entitled to be Incurred pursuant to Section 4.09(a), as of the date of
Incurrence thereof, the Company shall, in its sole discretion, classify (or
later classify or reclassify in whole or part, in its sole discretion), such
item of Indebtedness in any manner that complies with this Section 4.09.
Indebtedness under the Senior Credit Facility outstanding on the Issue Date
shall be deemed to have been Incurred on such date in reliance on the exception
set forth in clause (i) of Section 4.09(b) above. Accrual of interest, the
accretion of accreted value and the payment of interest in the form of
additional Indebtedness or the payment of dividends on Preferred Shares in the
form of additional shares of the same class or series of Preferred Shares shall
not be deemed an Incurrence of Indebtedness for purposes of this Section 4.09.

SECTION 4.10.         FUTURE SUBSIDIARY GUARANTORS.

                  The Parent Guarantor shall cause (1) each Domestic Restricted
Subsidiary that Incurs Indebtedness and (2) each Foreign Restricted Subsidiary
that Incurs Material Indebtedness to become a Subsidiary Guarantor, and, if
applicable, execute and deliver to the Trustee a supplemental indenture pursuant
to which that Restricted Subsidiary will guarantee payment of the Notes;
PROVIDED, HOWEVER, that in the event that a Subsidiary Guarantor no longer has
outstanding any Indebtedness, other than its Guarantee of the Notes (in the case
of a Domestic Restricted Subsidiary) or Material Indebtedness, other than its
Guarantee of the Notes (in the case of a Foreign Restricted Subsidiary), the
Subsidiary Guaranty of that Subsidiary Guarantor shall terminate. Each
Subsidiary Guaranty shall be limited to an amount not to exceed the maximum
amount that can be guaranteed by that Restricted Subsidiary without rendering
the Subsidiary Guaranty, as it relates to that Restricted Subsidiary, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

SECTION 4.11.         ASSET SALES.

                  (a) The Parent Guarantor shall not be permitted to, and shall
not permit any Restricted Subsidiaries to, consummate an Asset Sale unless:

                  (i) the Parent Guarantor or its Restricted Subsidiary, as the
         case may be, receives consideration at the time of the Asset Sale at
         least equal to the Fair Market Value, evidenced by a resolution of the
         Board of Directors set forth in an Officers' Certificate in accordance
         with Sections 13.04 and 13.05 delivered to the Trustee, of the assets
         or Equity Interests issued or sold or otherwise disposed of; and

                  (ii)at least 75% of the consideration therefor received by the
         Parent Guarantor or its Restricted Subsidiary consists of:

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                           (A) cash or Cash Equivalents;

                           (B) the assumption of Indebtedness (other than
                  non-recourse Indebtedness or any Subordinated Indebtedness) of
                  the Parent Guarantor or such Restricted Subsidiary or other
                  obligations relating to such assets (accompanied by an
                  irrevocable and unconditional release of the Parent Guarantor
                  or such Restricted Subsidiary from all liability on the
                  Indebtedness or other obligations assumed); or

                           (C) notes, other obligations or common stock received
                  by the Parent Guarantor or such Restricted Subsidiary from
                  such transferee that are converted by the Parent Guarantor or
                  such Restricted Subsidiary into cash or Cash Equivalents
                  concurrently with the receipt of such notes or other
                  obligations (to the extent of the cash actually received by
                  the Parent Guarantor or its Restricted Subsidiary).

                  (b) In the event and to the extent that the Net Cash Proceeds
received by the Parent Guarantor or any Restricted Subsidiaries from one or more
Asset Sales occurring on or after the Issue Date in any period of twelve
consecutive months exceeds 10% of Adjusted Consolidated Net Tangible Assets
(determined as of the date closest to the commencement of such 12-month period
for which a consolidated balance sheet of the Company has been filed with the
Commission) then the Parent Guarantor shall or shall cause the relevant
Restricted Subsidiary, to:

                  (i) within twelve months after the date Net Cash Proceeds so
         received exceed 10% of Adjusted Consolidated Net Tangible Assets, to

                           (A) apply an amount equal to such excess Net Cash
                  Proceeds to permanently repay Senior Indebtedness of the
                  Company or Senior Indebtedness of any Restricted Subsidiary in
                  each case owing to a Person other than the Parent Guarantor or
                  any Restricted Subsidiaries, or

                           (B) invest an equal amount, or the amount not so
                  applied pursuant to clause (A) (or enter into a definitive
                  agreement committing to so invest within 12 months after the
                  date of such agreement), in property or assets (other than
                  current assets) of a nature or type or that are used in a
                  business (or in a company having property and assets of a
                  nature or type, or engaged in a business) related, ancillary
                  or complementary to the business of, the Company and its

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                  Restricted Subsidiaries existing on the date of such
                  Investment, and

                  (ii) apply, no later than the end of the 12-month period
         referred to in clause (i) of this Section 4.11, such excess Net Cash
         Proceeds (to the extent not applied pursuant to clause (i)), as
         provided in Section 4.11(c). The amount of such excess Net Cash
         Proceeds required to be applied, or to be committed to be applied,
         during such twelve-month period as set forth in clause (i) of the
         preceding sentence and not applied as so required by the end of such
         period shall constitute "EXCESS PROCEEDS."

                  (c) If, as of the first day of any calendar month, the
aggregate amount of Excess Proceeds not theretofore subject to an Offer to
Purchase pursuant to this Section 4.11 totals at least $10.0 million, the
Company must commence, not later than the fifteenth Business Day of such month,
and consummate an Offer to Purchase from the Holders of Notes and the Holders of
any Indebtedness ranking equally with the Notes and entitled to participate in
such an Offer to Purchase on a pro rata basis, an aggregate principal amount of
Notes and such other Indebtedness equal to the Excess Proceeds on such date, at
a purchase price equal to 101% of the principal amount thereof, plus, in each
case, accrued interest and Liquidated Damages, if any, to the Payment Date.

SECTION 4.12.         TRANSACTIONS WITH AFFILIATES.

                  (a) The Parent Guarantor shall not, and shall not permit any
Restricted Subsidiaries to, directly or indirectly, engage in any transaction
including, without limitation, the purchase, sale, lease or exchange of property
or assets, or the rendering of any service, with any Affiliate except (1) upon
fair and reasonable terms no less favorable to the Parent Guarantor or such
Restricted Subsidiary than might reasonably be obtained in a comparable
arm's-length transaction with an unrelated Person and (2)(A) with respect to any
transaction or series of related transactions involving aggregate consideration
in excess of $10.0 million, such transaction is approved by at least a majority
of the disinterested members of the Board of Directors, if any, of the Parent
Guarantor and the Company, or (B) with respect to any transaction or series of
related transactions involving aggregate consideration in excess of $25.0
million, the Company obtains a written opinion as to the fairness to the Holders
of the Notes of such transaction or series of related transactions issued by an
investment banking, accounting or appraisal firm of national standing; PROVIDED,
HOWEVER, that the requirements set forth in this clause (2) shall not apply in
the case of exchanges of licenses and related assets between the Parent
Guarantor or any Restricted Subsidiaries and AT&T Corp., AT&T Wireless Services,
Inc., Dobson Communications Corporation and any of their respective Subsidiaries
so long as the Fair Market Value of the licenses and related assets exchanged by
the Parent Guarantor or any Restricted Subsidiaries shall not in any single
transaction exceed $50.0 million.

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                  (b) The provisions of Section 4.12(a) shall not prohibit:

                  (i) any transaction solely between the Parent Guarantor and
         any Restricted Subsidiaries or solely between or among Restricted
         Subsidiaries;

                  (ii) the payment of reasonable and customary regular fees and
         indemnity payments to directors of the Parent Guarantor or the Company
         who are not employees of the Parent Guarantor or the Company and the
         payment of reasonable compensation and indemnity payments to officers
         of the Parent Guarantor and the Company;

                  (iii) any payments or other transactions pursuant to any
         tax-sharing agreement between the Parent Guarantor and any other Person
         with which the Parent Guarantor files a consolidated tax return or with
         which the Company is part of a consolidated group for tax purposes;

                  (iv) any Restricted Payments or Investments not prohibited by
         Section 4.07 hereof;

                  (v) any payments or other transactions contemplated by the
         Joint Venture Agreements, as in effect on the Issue Date; or

                  (vi) roaming or similar communications services agreement (x)
         among the Parent Guarantor and/or its Restricted Subsidiaries and a
         Qualified Joint Venture that is not a Restricted Subsidiary or (y)
         between a Qualified Joint Venture that is a Restricted Subsidiary and
         any of its Qualified Joint Venture Partners who are Affiliates of such
         Qualified Joint Venture; PROVIDED, HOWEVER, that in either case any
         such agreement is upon fair and reasonable terms no less favorable to
         the Parent Guarantor or such Restricted Subsidiary (which, in the case
         of clause (y) refers to the relevant Qualified Joint Venture) than
         could be obtained in a comparable arm's-length transaction with an
         unrelated Person.

SECTION 4.13.         LIENS.

                  The Parent Guarantor shall not, and shall not permit any
Restricted Subsidiaries to, directly or indirectly, create, Incur, assume or
suffer to exist any Lien of any kind securing Indebtedness that is either pari
passu with the Notes or any Guarantee of the Notes, as the case may be, or that
is Subordinated Indebtedness, upon any of their property or assets, now owned or
hereafter acquired (other than Permitted Liens), unless all payments due under
this Indenture and the Notes are secured equally and ratably with (or prior to,
in the case of Subordinated Indebtedness) the obligations so secured until such
time as such obligations are no longer secured by such Lien; PROVIDED, HOWEVER,
that this restriction shall not apply to any Lien securing Acquired Indebtedness
created prior to the Incurrence of such Indebtedness by the Parent Guarantor or
any Restricted Subsidiary (and to successive extensions or refinancings
thereof), where such Lien extends only to the assets

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that were subject to such Lien prior to the related acquisition by the Parent
Guarantor or its Restricted Subsidiary.

SECTION 4.14.         LIMITATION ON LAYERED INDEBTEDNESS

                  Neither the Parent Guarantor nor any Restricted Subsidiary of
the Parent Guarantor shall directly or indirectly Incur any Indebtedness that by
its terms would expressly rank senior in right of payment to the Notes and rank
subordinate in right of payment to any other Indebtedness of the Parent
Guarantor or that Restricted Subsidiary; PROVIDED, HOWEVER, that no Indebtedness
shall be deemed to be subordinated solely by virtue of being unsecured.

SECTION 4.15.         CORPORATE EXISTENCE.

                  Subject to Article 5 hereof, each of the Company and each
Guarantor shall do or cause to be done all things necessary to preserve and keep
in full force and effect (i) its corporate or limited liability company
existence, as the case may be, and the corporate, limited liability company,
partnership or other existence of each Restricted Subsidiary, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the Company, such Guarantor or any such Restricted Subsidiary and (ii)
the rights (charter and statutory), licenses and franchises of the Company, such
Guarantor and the Restricted Subsidiaries; PROVIDED, HOWEVER, that the Company
and each Guarantor shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any Restricted
Subsidiaries, if the Board of Directors of the Parent Guarantor or the Company
shall each determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and the Restricted Subsidiaries, taken as
a whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes.

SECTION 4.16.         OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

                  (a) If a Change of Control occurs, each Holder shall have the
right to require the Company to make an offer (a "CHANGE OF CONTROL OFFER") to
each Holder to repurchase all or any part, equal to $1,000 or an integral
multiple of $1,000, of the Holder's Notes at an offer price in cash equal to
101% of the aggregate principal amount thereof, plus accrued and unpaid interest
and Liquidated Damages, if any, thereon to the date fixed for repurchase (the
"CHANGE OF CONTROL PAYMENT").

                  (b) Within 30 Business Days following a Change of Control, the
Company shall mail an Offer to Purchase to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase the Notes on the date specified in the notice, which date shall be
no earlier than 30 days and no later than 60 days from the date the notice is
mailed (the "CHANGE OF CONTROL PAYMENT DATE") pursuant to the procedures set
forth in Section 3.09 and described in the notice. The Company shall 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

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regulations are applicable to the repurchase of the Notes as a result of a
Change of Control.

                  (c) On the Change of Control Payment Date, the Company shall,
to the extent lawful, (1) accept for payment all Notes or portions of Notes
properly tendered under 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 the Notes so tendered; and (3) deliver or cause to be delivered
to the Trustee the Notes so accepted together with an Officers' Certificate in
accordance with Sections 13.04 and 13.05 stating the aggregate principal amount
of Notes or portions of the Notes being purchased by the Company.

                  (d) The Paying Agent shall mail promptly to each Holder of
Notes so tendered the Change of Control Payment for the Notes, and the Trustee
shall, upon receipt of an Authentication Order in accordance with Section 2.02,
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, PROVIDED, HOWEVER, that each new Note shall be in a
principal amount of $1,000 or an integral multiple of $1,000.

                  (e) The Change of Control provisions described in this Section
4.16 shall be applicable notwithstanding any other provisions of this Indenture.

                  (f) The Company shall not be required to make a Change of
Control Offer following a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.16 and purchases all Notes validly
tendered and not withdrawn under the Change of Control Offer.

SECTION 4.17.         LIMITATIONS ON LINE OF BUSINESS.

                  The Parent Guarantor shall not, and shall not permit any
Restricted Subsidiary to, engage in any business other than a Permitted
Business, except to such extent as is not material to the Parent Guarantor and
its Restricted Subsidiaries, taken as a whole.

SECTION 4.18.         PAYMENTS FOR CONSENT.

                  Neither the Parent Guarantor nor any Restricted Subsidiaries
shall, directly or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to any Holder for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or is paid to all Holders that consent, waive or agree to amend in the time
frame set forth in the solicitation documents relating to such consent, waiver
or agreement.

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SECTION 4.19.         LIMITATIONS ON USE OF PROCEEDS.

                  The Company shall purchase and pledge to the Trustee as
security for the benefit of the Holders the Pledged Securities, in accordance
with the Escrow Agreement, in an amount that will be sufficient upon receipt of
the scheduled interest and/or principal payments on those Pledged Securities, in
the opinion of a nationally recognized firm of independent public accountants
that the Company may select, to provide for the payment in full of the first
four scheduled interest payments due on the Notes. All funds in the Interest
Reserve Account shall be disbursed only in accordance with the Escrow Agreement.

                                   ARTICLE 5.

                                   SUCCESSORS

SECTION 5.01.         MERGER, CONSOLIDATION, OR SALE OF ASSETS.

                  (a) Neither the Parent Guarantor nor the Company shall
consolidate or merge with or into (whether or not the Parent Guarantor or the
Company, as applicable, is the surviving Person), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions, to another Person unless:

                  (i) the resulting, surviving or transferee Person (the
         "SUCCESSOR PERSON") shall be a corporation organized and existing
         under the laws of the United States of America, or, any state or
         jurisdiction thereof;

                  (ii)immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing;

                  (iii) immediately after giving effect to such transaction on a
         pro forma basis the Company, or the Successor Person or resulting
         company, as the case may be, could Incur at least $1.00 of Indebtedness
         under Section 4.09(a); PROVIDED, HOWEVER, that this clause (iii) shall
         not apply to a consolidation or merger with or into a Wholly Owned
         Restricted Subsidiary, in connection with which no consideration, other
         than Common Stock in the Successor Person or the Company and cash
         payable upon exercise of dissenters' rights or for fractional shares,
         shall be issued or distributed to the stockholders of the Parent
         Guarantor or the Company, as applicable;

                  (iv)the Successor Person assumes by supplemental indenture all
         of the obligations of the Parent Guarantor under its Guarantee of the
         Notes or the obligations of the Company on the Notes, as applicable,
         and in either case under this Indenture; and

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                  (v) the Company delivers to the Trustee an Officers'
         Certificate in accordance with Sections 13.04 and 13.05, attaching the
         arithmetic computations to demonstrate compliance with clause (iii) of
         this Section 5.01(a), and an Opinion of Counsel, in each case stating
         that such consolidation, merger or transfer complies with this
         provision and that all conditions precedent provided for herein
         relating to such transaction have been satisfied.

                  Clause (iii) of this Section 5.01(a) above shall not apply if,
in the good faith determination of the Board of Directors of each of the Parent
Guarantor and the Company, the principal purpose of the transaction is to change
the state of incorporation of the Parent Guarantor or the Company, as the case
may be, and the transaction does not have as one of its purposes the evasion of
the foregoing limitations.

                  (b) Except in connection with an Asset Sale effected as a
merger or conveyance, transfer or lease of all or substantially all of the
assets of a Subsidiary Guarantor in which the Parent Guarantor or its applicable
Restricted Subsidiary complies with Section 4.11, the Parent Guarantor shall not
permit any Subsidiary Guarantor to consolidate with or merge with or into, or
convey, transfer or lease, in one transaction or a series of transactions, all
or substantially all of its assets to any Person unless:

                  (i) the resulting, surviving or transferee Person (if not the
         Subsidiary Guarantor) will be a Person organized and existing under the
         laws of the jurisdiction under which that Subsidiary Guarantor was
         organized or under the laws of the United States of America, or any
         state thereof or the District of Columbia, and that Person will
         expressly assume, by a supplemental indenture in a form satisfactory to
         the Trustee, all the obligations of the Subsidiary, if any, under its
         Subsidiary Guaranty;

                  (ii)immediately after giving effect to that transaction or
         transactions on a pro forma basis (and treating any Indebtedness which
         becomes an obligation of the resulting, surviving or transferee Person
         as a result of the transaction as having been issued by that Person at
         the time of the transaction), no Default or Event of Default shall have
         occurred and be continuing; and

                  (iii) the Company delivers to the Trustee an Officers'
         Certificate in accordance with Sections 13.04 and 13.05, attaching the
         arithmetic computations to demonstrate compliance with clause (i) of
         this Section 5.01(b), and an Opinion of Counsel, in each case stating
         that such consolidation, merger or transfer complies with this
         provision and that all conditions precedent provided for herein
         relating to such transaction have been satisfied.

                  (c) The provisions of Sections 5.01(a) and (b) shall not
apply to:

                  (i) any merger of a Restricted Subsidiary of the Company with
         or into the Company or a Wholly Owned Restricted Subsidiary of the
         Company;

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                  (ii) a sale, lease or other disposition of all or
         substantially all of the property and assets of a Restricted
         Subsidiary of the Company to the Company or a Wholly Owned Restricted
         Subsidiary of the Company; or

                  (iii) the release of any Guarantor in accordance with the
         terms of its Guarantee of the Notes and this Indenture in connection
         with any transaction complying with the provisions of Section 4.11.

SECTION 5.02.         SUCCESSOR PERSON 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 Parent Guarantor, the Company or a Subsidiary Guarantor in
accordance with Section 5.01 hereof, the successor Person formed by such
consolidation or into or with which the Parent Guarantor, the Company or any
such Subsidiary Guarantor, as the case may be, 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 Person and not to the Company, and the provisions of this
Indenture referring to the "Guarantor" shall refer instead to the Successor
Person and not to any Guarantor), and may exercise every right and power of the
Company or the Guarantor, as the case may be, under this Indenture with the same
effect as if such Successor Person had been named as the Company or a Guarantor,
as the case may be, herein; PROVIDED, HOWEVER, that the predecessor Company or
Guarantor, as the case may be, shall not be relieved from the obligation to pay
or Guarantee, respectively, the principal of and interest on the Notes except in
the case of a sale of all or substantially all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

SECTION 6.01.         EVENTS OF DEFAULT.

                  Each of the following events constitutes an "EVENT OF
DEFAULT":

                  (a) default in the payment when due of principal of or
premium, if any, on any Note when the same becomes due and payable at maturity,
upon acceleration, redemption or otherwise, whether or not prohibited by the
provisions of Article Eleven hereof;

                  (b) default in the payment when due of interest on, or
Liquidated Damages with respect to, any Note, whether or not prohibited by the
provisions of Article Eleven hereof, and such default continues for a period of
30 days;

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                  (c) default in the performance or breach of the provisions of
         Section 5.01 hereof;

                  (d) default in the performance of any covenant set forth in
the Escrow Agreement, or repudiation by the Company of any of its obligations
under the Escrow Agreement or the unenforceability of the Escrow Agreement
against the Company for any reason that in any one case or in the aggregate
results in a material impairment of the rights intended to be afforded thereby;

                  (e) default in the performance of Sections 4.03, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17 or 4.18 (other than a default
specified in clause (a), (b), (c) or (d) above and other than any failure to
purchase the Notes) and such default or breach continues for a period of 30
consecutive days after written notice by the Trustee or the Holders of 25% or
more in aggregate principal amount of the Notes;

                  (f) the failure to comply for 60 days after written notice by
the Trustee or the Holders of 25% or more in aggregate principal amount of the
Notes with the other agreements contained in this Indenture or the Notes;

                  (g) there occurs with respect to any issue or issues of
Indebtedness of the Parent Guarantor, the Company or any Significant Subsidiary
having an outstanding principal amount of $20.0 million or more in the aggregate
for all such issues of all such Persons, whether such Indebtedness now exists or
shall hereafter be created;

                  (i) an Event of Default that has caused the Holder thereof to
         declare such Indebtedness to be due and payable prior to its final
         Stated Maturity and such Indebtedness has not been discharged in full
         or such acceleration has not been rescinded or annulled within 30 days
         of such acceleration, and/or

                  (ii)the failure to make a principal payment at the final (but
         not any interim) fixed maturity and such defaulted payment shall not
         have been made, waived or extended within 30 days of such payment
         default;

                  (h) any final judgment or order (not covered by insurance) for
the payment of money in excess of $20.0 million in the aggregate for all such
final judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not so covered) shall be rendered against the
Company or any Significant Subsidiary and shall not be paid or discharged, and
there shall be any period of 30 consecutive days following entry of the final
judgment or order that causes the aggregate amount for all such final judgments
or orders outstanding and not paid or discharged against all such Persons to
exceed $20.0 million during which a stay of enforcement of such final judgment
or order, by reason of a pending appeal or otherwise, shall not be in effect;

                  (i) a court having jurisdiction in the premises enters a
         decree or order for

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                  (i) relief in respect of the Parent Guarantor, the Company or
         any Significant Subsidiary in an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,

                  (ii) appointment of a receiver, liquidator, assignee,
         custodian, Trustee, sequestrator or similar official of the Parent
         Guarantor, the Company or any Significant Subsidiary or for all or
         substantially all of the property and assets of the Company or any
         Significant Subsidiary, or

                  (iii) the winding up or liquidation of the affairs of the
         Parent Guarantor, the Company or any Significant Subsidiary and,in each
         case, such decree or order shall remain unstayed and in effect for a
         period of 60 consecutive days; or

                  (j) the Parent Guarantor, the Company or any Significant
Subsidiary

                  (i) commences a voluntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or consents to the entry of an order for relief in an involuntary case
         under any such law,

                  (ii)consents to the appointment of or taking possession by a
         receiver, liquidator, assignee, custodian, Trustee, sequestrator or
         similar official of the Company or any Significant Subsidiary or for
         all or substantially all of the property and assets of the Company or
         any Significant Subsidiary, or

                  (iii) effects any general assignment for the benefit of
         creditors.

SECTION 6.02.         ACCELERATION.

                  (a) If any Event of Default (other than an Event of Default
specified in clause (i) or (j) of Section 6.01 hereof with respect to the
Company), occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes, by written notice to the
Company (and, if such notice is given by such Holders, to the Trustee), may, and
the Trustee at the request of such Holders shall, declare the principal of,
premium, accrued interest and Liquidated Damages, if any, on the Notes to be
immediately due and payable; PROVIDED, HOWEVER, that so long as any Senior
Indebtedness is outstanding, the acceleration will not be effective until the
earlier of (a) an acceleration of any Senior Indebtedness or (b) five Business
Days after the Company's receipt of written notice of the acceleration of the
Notes. Upon such declaration of acceleration, such principal of, premium, if
any, and accrued and unpaid interest and Liquidated Damages, if any, shall be
immediately due and payable; PROVIDED, HOWEVER, that so long as the Senior
Credit Facility is in effect, such declaration shall not become effective until
five Business Days after the receipt of the acceleration notice by the agent
thereunder and the Company.

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                  (b) In the event of a declaration of acceleration because an
Event of Default set forth in clause (g) above has occurred and is continuing,
such declaration of acceleration shall be automatically rescinded and annulled
if the event of default triggering such Event of Default pursuant to clause (g)
shall be remedied or cured or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect thereto.

                  (c) Notwithstanding the foregoing, if an Event of Default
specified in clause (i) or (j) of Section 6.01 hereof occurs with respect to the
Company, the Parent Guarantor or any Guarantor that is a Significant Subsidiary,
the principal of, premium, if any, if any, and accrued and unpaid interest and
Liquidated Damages, if any, on the Notes then outstanding shall be due and
payable immediately without further action or notice on the part of the Trustee
or any Holder.

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,
interest and Liquidated Damages, if any, 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.

                  At any time after declaration of acceleration, but before a
judgment or decree for the payment of the money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may waive
all past defaults, and rescind and annul a declaration of acceleration and its
consequences if:

                  (a) all existing Events of Default, other than the nonpayment
of the principal of, premium, interest or Liquidated Damages, if any, on the
Notes that have become due solely by such declaration of acceleration, have been
cured or waived; and

                  (b) such rescission would not conflict with any judgment or
decree of a court of competent jurisdiction.

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

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such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereto.

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 involve the Trustee in personal liability or that the Trustee determines in
good faith may be unduly prejudicial to the rights of other Holders of Notes not
joining in the giving of such direction and may take any other action it deems
proper that is not inconsistent with any such direction received for Holders of
Notes.

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:

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

                  (b) 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;

                  (c) 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;

                  (d) 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

                  (e) 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, interest
and Liquidated Damages, if any, on such Note, on or after the respective due
dates expressed in the Note

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(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(a) or (b)
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, interest and Liquidated Damages, if any, on the
remaining unpaid on such 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, it
shall pay out the money in the following order:

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                  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, interest, and Liquidated Damages, if any, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium, interest, and Liquidated Damages,
if any, 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 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.

SECTION 6.12.         RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 6.13.         RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or wrongfully taken Notes in Section
2.07, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or

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employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 6.14.         DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article 6 or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

                                   ARTICLE 7.

                                     TRUSTEE

SECTION 7.01.         DUTIES OF TRUSTEE.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall 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 man would exercise or use under the circumstances in the conduct of his
own affairs.

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

                  (i) the duties of the Trustee shall 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

                  (ii)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 shall 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:

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

                  (ii)the Trustee shall 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

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                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 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), (c), (e), (f) and (g) of this Section and Section 7.02.

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

                  (f) The Trustee shall 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.

                  (g) The Trustee shall not be charged with notice or knowledge
of any Default or Event of Default (other than an Event of Default under Section
6.01(a) or (b) hereof) unless a Responsible Officer of the Trustee receives at
its Corporate Trust Office written notice thereof.

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 in accordance with Sections 13.04 and 13.05 or
an Opinion of Counsel or both. The Trustee shall 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 shall 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
shall not be responsible for the misconduct or negligence of any agent appointed
with due care.

                  (d) The Trustee shall 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 or omits to take in
accordance with the written direction of the Holders of a majority in principal
amount of the outstanding Notes relating to the time,

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method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

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

                  (f) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders shall 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.

                  (g) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company personally or by agent or
attorney.

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 Commission
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 shall 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 shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall 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.

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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 shall 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, interest or Liquidated Damages, if any, 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.

                  Within 60 days after each May 15 beginning with May 15, 2002,
and for so long as Notes remain outstanding, the Trustee shall mail to the
Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA Section 313(c).

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

SECTION 7.07.         COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as
shall be agreed upon in writing. The Trustee's compensation shall not be limited
by any law on compensation of a Trustee of an express trust. The Company shall
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 shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee against any and all
losses, liabilities or expenses (including reasonable fees and disbursements of
counsel) 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 (including this Section
7.07) and defending itself against any claim (whether asserted by the Company 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 or a portion thereof may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so

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notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate
in the defense. The Trustee may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. The Company need not reimburse any expense or
indemnify against any loss liability or expense Incurred by the Trustee
through the Trustee's own willful misconduct, negligence or bad faith.

                  The obligations of the Company under this Section 7.07 shall
survive the resignation or removal of the Trustee and the satisfaction and
discharge of this Indenture.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have, and the Company hereby grants, 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, interest and Liquidated Damages, if any, on particular
Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

                  When the Trustee Incurs expenses or renders services after an
Event of Default specified in Section 6.01(i) or (j) 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.

                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

SECTION 7.08.         REPLACEMENT OF TRUSTEE.

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

                  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 Notes 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:

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

                  (b) 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;

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

                  (d) the Trustee becomes incapable of acting.

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                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall 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.

                  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 Notes 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.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. Subject to the Lien provided for in Section
7.07 hereof, the retiring Trustee shall promptly transfer all property held by
it as Trustee to the successor Trustee; PROVIDED, HOWEVER, that all sums owing
to the Trustee hereunder shall have been paid. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company's obligations under
Section 7.07 hereof shall 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 or national banking corporation, the Successor Person or national
banking corporation without any further act shall be the successor Trustee.

SECTION 7.10.         ELIGIBILITY; DISQUALIFICATION.

                  There shall 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 $50 million as set forth in its most recent published annual report of
condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b) PROVIDED, HOWEVER, that there shall be excluded from the
operation of TIA Section 310(b)(1) any

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indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding
if the requirements for such exclusions set forth in TIA Section 310(b)(1)
are met.

SECTION 7.11.         PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 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 complying with
Section 13.04 and 13.05 delivered to the Trustee, at any time, elect to have
Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article Eight.

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 shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall 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 (a) and (b) below, and to have satisfied all its other
obligations under such Notes 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 shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest and Liquidated Damages, if any,
on such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article 2 and Section 4.02 hereof, (c) the Company's
rights of optional redemption under Section 3.07, (d) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (e) this Article Eight. Subject to
compliance with this Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

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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 shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.03, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, and 4.17 hereof, and the operation of
Section 5.01(c) hereof, with respect to the outstanding Notes on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"COVENANT DEFEASANCE"), and the Notes shall 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 shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such 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 shall 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 shall 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(c) through 6.01(f) hereof shall not
constitute Events of Default.

SECTION 8.04.         CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The Company may exercise Legal Defeasance or Covenant
Defeasance if:

                  (a) the Company has irrevocably deposited with the Trustee, in
trust, for the benefit of the Holders, cash in United States dollars,
non-callable U.S. Government Securities, or a combination thereof, in such
amounts as shall be sufficient, in the opinion of a nationally recognized firm
of independent public accountants, to pay the principal of, premium, if any, and
accrued interest and Liquidated Damages, if any, on the outstanding Notes on the
Stated Maturity of such payments in accordance with the terms of the Notes and
this Indenture;

                  (b) the Company has delivered to the Trustee

                (i)   either

                           (A) an Opinion of Counsel to the effect that Holders
                  shall not recognize income, gain or loss for federal income
                  tax purposes as a result of the Company's exercise of its
                  option under this Article Eight and shall be subject to
                  federal income tax on the same amount and in the same

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                  manner and at the same times as would have been the case if
                  such deposit, defeasance and discharge had not occurred, which
                  opinion of counsel must be based upon (and accompanied by a
                  copy of) a ruling of the Internal Revenue Service to the same
                  effect unless there has been a change in applicable federal
                  income tax law after the Issue Date such that a ruling is no
                  longer required or

                           (B) a ruling directed to the Trustee received from
                  the Internal Revenue Service to the same effect as the
                  aforementioned opinion of counsel and

                (ii)  an Opinion of Counsel to the effect that the creation of
         the defeasance trust does not violate the Investment Company Act of
         1940 and after the passage of 93 days following the deposit (except
         with respect to any trust funds for the account of any Holder who may
         be deemed an "insider" for purposes of the United States Bankruptcy
         Code, after one year following the deposit), the trust funds shall not
         be subject to the effect of Section 547 of the United States Bankruptcy
         Code or Section 15 of the New York Debtor and Creditor Law,

                  (c) immediately after giving effect to such deposit on a pro
forma basis, no Default or Event of Default shall have occurred and be
continuing on the date of such deposit, and such deposit shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound, and

                  (d) if at such time the Notes are listed on a national
securities exchange, the Company has delivered to the Trustee an Opinion of
Counsel to the effect that the Notes shall not be delisted as a result of such
deposit, defeasance and discharge.

                  (e) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the defeasance contemplated by this
Section 8.04 have been satisfied in accordance with Sections 13.04 and 13.05.

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
U.S. 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 shall 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,

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interest and Liquidated Damages, if any, on such Notes but such money need
not be segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable
U.S. 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.

                  Anything in this Article Eight to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon the request of the Company any money or non-callable U.S. 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(a) 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,
interest and Liquidated Damages, if any, on any Note and remaining unclaimed for
two years after such principal, premium, interest and Liquidated Damages, if
any, has become due and payable shall be paid to the Company on its request or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Note shall thereafter, as an unsecured creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
Trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in 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 shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining shall 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 U.S. 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 obligations under
this Indenture and the Notes shall 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

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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, if
any, interest, or Liquidated Damages, if any, on any Note following 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
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 Parent
Guarantor, the Company, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture or the Notes without the consent of any Holder of a
Note:

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

                  (b) to provide for uncertificated Notes in addition to or in
place of certificated Notes;

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

                  (d) 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; or

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

PROVIDED, HOWEVER, that no amendment may be made to Article Eleven hereof that
adversely affects the rights of any Holder of Senior Indebtedness of the Company
or a Subsidiary Guarantor then outstanding unless the Holders of such Senior
Indebtedness (or their Representative) consents to such change.

                  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 shall join with the Company 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 shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

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SECTION 9.02.         WITH CONSENT OF HOLDERS OF NOTES.

                  (a) Except as provided below in this Section 9.02, the Company
and the Trustee may amend or supplement this Indenture (including Sections 3.09,
4.11 and 4.16 hereof) and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the Notes
including Additional Notes, if any, then outstanding voting as a single class
(including 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, if any, interest or
Liquidated Damages, if any, on the Notes, except a payment default resulting
solely from an acceleration that has been rescinded) or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes,
including Additional Notes, if any, voting as a single class (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes).

                  (b) 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 shall 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
shall not be obligated to, enter into such amended or supplemental Indenture.

                  (c) It shall 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 shall be sufficient if such consent approves the
substance thereof.

                  (d) After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Company shall 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,
shall 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, including
Additional Notes, if any, 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):

                (i)   change the Stated Maturity of the principal of, or any
         installment of interest on, any Notes,

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                (ii)  reduce the principal amount of, premium, if any, interest
         or Liquidated Damages, if any, on any Notes,

                (iii) change the place or currency of payment of principal of
         premium, if any, interest or Liquidated Damages, if any, on any Notes,

                (iv)  impair the right to institute suit for the enforcement of
         any payment on or after the Stated Maturity (or, in the case of a
         redemption, on or after the redemption date) of any Notes,

                (v)   reduce the above-stated percentage of outstanding Notes
         the consent of whose Holders is necessary to modify or amend this
         Indenture,

                (vi)  waive a default in the payment of principal of, premium,
         or interest or Liquidated Damages, if any, on, the Notes, or

                (vii) reduce the percentage of aggregate principal amount of
         outstanding Notes the consent of whose Holders is necessary for waiver
         of compliance with certain provisions of this Indenture or for waiver
         of certain defaults.

                  (e) Without the consent of the Holders of 66 2/3% in aggregate
principal amount of the Notes then outstanding, no amendment may:

                (i)   make any change to the provisions of Article Eleven hereof
         that adversely affects the rights of any Holder of Notes; or

                (ii)  modify a Guarantee in any manner adverse to the Holders of
         Notes.

SECTION 9.03.         COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in an 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.

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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
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 9.06.         TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article Nine 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 shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 13.04 hereof, an Officer's 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.

                             GUARANTEES OF THE NOTES

SECTION 10.01.        GUARANTEES.

                  Subject to Articles Ten and Eleven, each Guarantor hereby
jointly and severally irrevocably and unconditionally guarantees, as a primary
obligor and not merely as a surety, to each Holder and to the Trustee and its
successors and assigns (a) the full and punctual payment when due, whether at
Stated Maturity, by acceleration, by redemption or otherwise, of all obligations
of the Company under this Indenture (including obligations to the Trustee) and
the Notes, whether for payment of principal of, interest on or Liquidated
Damages in respect of, the Notes and all other monetary obligations of the
Company under this Indenture and the Notes and (b) the full and punctual
performance within applicable grace periods of all other obligations of the
Company whether for expenses, indemnification or otherwise under this Indenture
and the Notes (all the foregoing being hereinafter collectively called the
"GUARANTEED OBLIGATIONS") by executing a Guarantee. Each Guarantor further
agrees that the Guaranteed Obligations may be extended or renewed, in whole or
in part, without notice or further assent from each such Guarantor, and that
each such Guarantor shall remain bound under Articles Ten or Eleven
notwithstanding any extension or renewal of any Guaranteed Obligation.

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                  Each Guarantor waives presentation to, demand of, payment from
and protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for non-payment. Each Guarantor waives notice of any default
under the Notes or the Guaranteed Obligations. The obligations of each Guarantor
hereunder shall not be affected by (a) the failure of any Holder or the Trustee
to assert any claim or demand or to enforce any right or remedy against the
Company or any other Person under this Indenture, the Notes or any other
agreement or otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Notes or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Guaranteed Obligations or any
of them; (e) the failure of any Holder or Trustee to exercise any right or
remedy against any other Guarantor of the Guaranteed Obligations; or (f) any
change in the ownership of such Guarantor, except as provided in Section
10.02(b).

                  Each Guarantor hereby waives any right to which it may be
entitled to have its obligations hereunder divided among the Guarantors, such
that such Guarantor's obligations would be less than the full amount claimed.
Each Guarantor hereby waives any right to which it may be entitled to have the
assets of the Company first be used and depleted as payment of the Company's or
such Guarantor's obligations hereunder prior to any amounts being claimed from
or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to
which it may be entitled to require that the Company be sued prior to an action
being initiated against such Guarantor.

                  Each Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Guaranteed Obligations.

                  Each Guarantor agrees, and each Holder by accepting a
Guarantee agrees, that the obligations of each Guarantor under its Guarantee
pursuant to this Article Ten, shall be junior and subordinated to the Senior
Indebtedness of such Guarantor (including without limitation, guarantees of
Obligations arising under the Senior Credit Facility) on the same basis as the
Notes are junior and subordinated to the Senior Indebtedness. For purposes of
the foregoing sentence, the Trustee and the Holders shall have the rights to
receive and/or retain payments by any of the Guarantors, or to take or sustain
any enforcement actions with respect to such Guarantees, only at such times as
they may receive and/or retain payments or undertake and sustain enforcement
actions in respect of the Notes pursuant to Article Eleven.

                  Except as expressly set forth in Sections 8.01, 10.02, and
10.06, the obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without

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limiting the generality of the foregoing, the obligations of each Guarantor
herein shall not be discharged or impaired or otherwise affected by the
failure of any Holder or the Trustee to assert any claim or demand or to
enforce any remedy under this Indenture, the Notes or any other agreement, by
any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the obligations, or by any other
act or thing or omission or delay to do any other act or thing which may or
might in any manner or to any extent vary the risk of any Guarantor or would
otherwise operate as a discharge of any Guarantor as a matter of law or
equity.

                  Each Guarantor agrees that its Guarantee shall remain in full
force and effect until payment in full of all the Guaranteed Obligations (except
as otherwise provided in Section 12.01). Each Guarantor further agrees that its
Guarantee herein shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of or interest
on any Guaranteed Obligation is rescinded or must otherwise be restored by any
Holder or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Guaranteed Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Guaranteed Obligation, each Guarantor hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (i) the unpaid principal amount of such Guaranteed Obligations,
(ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the
extent not prohibited by law) and (iii) all other monetary obligations of the
Company to the Holders and the Trustee.

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations and all obligations to which the Guaranteed Obligations are
subordinated as provided in Article Eleven. Each Guarantor further agrees that,
as between it, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be
accelerated as provided in Article Six (including, without limitation, with
respect to the notice required to be given to holders of Senior Indebtedness
under Section 6.02) for the purposes of any Guarantee herein, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in
Article Six, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section 10.01.

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                  Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees and expenses) Incurred by the
Trustee or any Holder in enforcing any rights under this Section 10.01.

                  Upon request of the Trustee, each Guarantor shall execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 10.02.        ADDITIONAL GUARANTEES.

                  The Company shall cause any Subsidiary that is designated as a
Restricted Subsidiary in accordance with this Indenture to promptly (a) execute
and deliver to the Trustee a supplemental indenture pursuant to which such
Restricted Subsidiary shall unconditionally guarantee, on a senior subordinated,
unsecured basis, all of the Company's obligations under the Notes and this
Indenture on the terms set forth herein and therein and (b) deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate in accordance with
Sections 13.04 and 13.05 to the effect that, such supplemental indenture has
been duly authorized, executed and delivered by such Subsidiary Guarantor and
that, subject to the application of bankruptcy, insolvency, moratorium,
fraudulent conveyance or transfer and other similar laws relating to creditors'
rights generally and to the principles of equity, whether considered in a
proceeding at law or in equity, the Subsidiary Guaranty of such Subsidiary
Guarantor is a legal, valid and binding obligation of such Subsidiary Guarantor,
enforceable against such Subsidiary Guarantor in accordance with its terms.

SECTION 10.03.        LIMITATION ON GUARANTOR LIABILITY.

                  (a) Any term or provision of this Indenture to the contrary
notwithstanding, the maximum, aggregate amount of the Guaranteed Obligations
guaranteed hereunder by any Guarantor shall not exceed the maximum amount that
can be hereby guaranteed without rendering this Indenture, as it relates to such
Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.

                  (b) A Guarantee as to any Guarantor shall terminate and be of
no further force or effect and such Guarantor shall be deemed to be released
from all obligations under this Article Ten (i) in the event that such Guarantor
no longer has outstanding, other than the Guarantee, any Indebtedness (in the
case of a Domestic Restricted Subsidiary) or Material Indebtedness (in the case
of a Foreign Restricted Subsidiary) or (ii) upon (x) the merger or consolidation
of such Guarantor with or into any Person other than the Company or a Subsidiary
or Affiliate of the Company where such Guarantor is not the surviving entity of
such consolidation or merger or (y) the sale by the Company or any Subsidiary of
the Company (or any pledgee of the Company) of a majority of the Capital Stock
of such Guarantor, where, after such sale, such Guarantor is no longer a
Subsidiary of the Company; provided, however, that each such merger,
consolidation or

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sale (or, in the case of a sale by such a pledgee, the disposition of the
proceeds of such sale) shall comply with Section 4.11 and Section 5.01(b). At
the written request of the Company, the Trustee shall execute and deliver an
appropriate instrument evidencing such release.

SECTION 10.04.        SUCCESSORS AND ASSIGNS.

                  This Article Ten shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions of this Indenture.

SECTION 10.05.        NO WAIVER.

                  Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this
Article Ten shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article Ten at law, in
equity, by statute or otherwise.

SECTION 10.06.        MODIFICATION.

                  No modification, amendment or waiver of any provision of this
Article Ten, nor the consent to any departure by any Guarantor therefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Trustee, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on any
Guarantor in any case shall entitle such Guarantor to any other or further
notice or demand in the same, similar or other circumstances.

                                   ARTICLE 11.

                                  SUBORDINATION

SECTION 11.01.        AGREEMENT TO SUBORDINATE.

                  The Company and each Guarantor agrees, and each Holder by
accepting a Note agrees, that the Indebtedness evidenced by, and all "payments"
on and "distributions" on or with respect to, the Notes and any Guarantee of the
Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article Eleven, to the prior payment in full of all Senior
Indebtedness (whether outstanding on

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the date hereof or hereafter created, Incurred, assumed or guaranteed), and
that the subordination is for the benefit of the holders of Senior
Indebtedness.

SECTION 11.02.        LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                  Upon any payment or distribution to creditors of the Company
or any Guarantor in a liquidation or dissolution of the Company or the
Guarantors or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or any Guarantor or their respective
property, an assignment for the benefit of creditors or any marshaling of the
Company's and any Guarantor's assets and liabilities, the holders of Senior
Indebtedness shall be entitled to receive payment in full of all Obligations due
in respect of such Senior Indebtedness (including interest after the
commencement of any such proceeding at the rate specified in the applicable
Senior Indebtedness) before the Holders of Notes shall be entitled to receive
any payment or distribution with respect to the Notes or any Guarantee of the
Notes, and until all Obligations with respect to Senior Indebtedness are paid in
full, any payment or distribution to which the Holders of Notes would be
entitled shall be made to the holders of Senior Indebtedness (except that
Holders of Notes may receive and retain Permitted Junior Securities and payments
made from the Interest Reserve Account or the trust described under Article
Eight if such funds were deposited in accordance with, and to the extent
permitted by, this Article Eleven).

SECTION 11.03.        DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

                  (a) The Company and the Guarantors may not make any payments
or distributions with respect to the Notes or any Guarantee of the Notes if (i)
any Designated Senior Indebtedness is not paid when due (whether at maturity, by
acceleration, lapse of time, demand or otherwise) or (ii) any other default on
Designated Senior Indebtedness occurs and the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms unless, in either case,
the default has been cured or waived and any such acceleration has been
rescinded or such Designated Senior Indebtedness has been paid in full. However,
the Company and the Guarantors may and shall pay the Notes without regard to the
foregoing if the Company and the Trustee receive written notice approving such
payment from the Representative of the Designated Senior Indebtedness with
respect to which either of the events set forth in clause (i) or (ii) of the
immediately preceding sentence has occurred and is continuing.

                  (b) If a default exists (or arises as a result of any payment
or distribution with respect to the Notes or Guarantee of the Notes) (other than
a default described in clause (i) or (ii) of clause (a) above) with respect to
any Designated Senior Indebtedness pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company and the Guarantors may not pay the Notes or Guarantees of
the Notes for a period (a "PAYMENT BLOCKAGE PERIOD") commencing upon the receipt
by the Trustee (with a copy to the Company) of written

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notice (a "PAYMENT BLOCKAGE NOTICE") of such default from the Representative
of the holders of such Designated Senior Indebtedness specifying an election
to effect a Payment Blockage Period. Upon such receipt, payments on the Notes
and Guarantees of the Notes shall be permitted and required to resume,

                (i)   in the case of a payment default, upon the date on which
         such default is cured or waived, and,

                (ii)  in the case of a nonpayment default, 179 days thereafter
         (or earlier if such Payment Blockage Period is terminated (A) by
         written notice to the Trustee and the Company from the Person or
         Persons who gave such Payment Blockage Notice that such default has
         been cured or waived, (B) because the default giving rise to such
         Payment Blockage Notice is no longer continuing or (C) because such
         Designated Senior Indebtedness has been repaid in full, unless the
         maturity of the Designated Senior Indebtedness has been accelerated).

                  (c) Notwithstanding the provisions of clause (b) of this
Section 11.03 (but subject to the first sentence of clause (a) of this Section
11.03), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders have accelerated the maturity of such Designated
Senior Indebtedness, the Company may resume payments on the Notes after the end
of such Payment Blockage Period. The Notes shall not be subject to more than one
Payment Blockage Period in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness during such
period. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice unless such default shall have
been waived for a period of not less than 90 days. Following the expiration of
any period during which the Company is prohibited from making payments on the
Notes pursuant to a Payment Blockage Notice, the Company shall be obligated to
resume making any and all required payments in respect of the Notes, including
any missed payments, unless the maturity of any Designated Senior Indebtedness
has been accelerated, and such acceleration remains in full force and effect.

                  (d) The Company shall give prompt written notice to the
Trustee of any default in the payment of any Senior Indebtedness or any
acceleration under any Senior Indebtedness or under any agreement pursuant to
which Senior Indebtedness may have been issued. Failure to give such notice
shall not affect the subordination of the Notes to the Senior Indebtedness or
the application of the other provisions provided in this Article Eleven.

                  (e) So long as any Indebtedness is outstanding under the
Senior Credit Facility, only the Administrative Agent under such Senior Credit
Facility shall be permitted to effect a Payment Blockage Period.

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SECTION 11.04.        ACCELERATION OF NOTES.

                  If payment of the Notes is accelerated because of a Default,
the Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

SECTION 11.05.        WHEN DISTRIBUTION MUST BE PAID OVER.

                  In the event that the Trustee receives or is holding, or any
Holder receives, any payment or distribution with respect to the Notes or any
Guaranty of the Notes, and such payment is prohibited by Section 11.02 or 11.03
hereof (except with respect to payments made from the Interest Reserve Account
or the trust described under Article Eight if such funds were deposited in
accordance with, and to the extent permitted by, this Article Eleven), such
payment or distribution shall be held by the Trustee or such Holder, in trust
for the benefit of, and shall be paid forthwith over and delivered to, the
holders of Senior Indebtedness as their interests may appear or their
Representative under this Indenture or other agreement (if any) pursuant to
which Senior Indebtedness may have been issued, as their respective interests
may appear, for application to the payment of all Obligations with respect to
the Senior Indebtedness remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article Eleven, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall mistakenly pay over or
distribute to or on behalf of Holders or the Company or any other Person money
or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article Eleven, except if such payment is made as a result of the
willful misconduct or gross negligence of the Trustee.

SECTION 11.06.        NOTICE BY THE COMPANY.

                  The Company shall promptly notify the Trustee and the Paying
Agent of any facts known to the Company that would cause a payment of any
Obligations with respect to the Notes or Guarantees of the Notes to violate this
Article Eleven, but failure to give such notice shall not affect the
subordination of the Notes or the Guarantees of the Notes to the Senior
Indebtedness as provided in Articles Ten and Eleven.

SECTION 11.07.        SUBROGATION.

                  After all Senior Indebtedness is paid in full and until the
Notes are paid in full, Holders shall be subrogated (equally and ratably with
all other Indebtedness pari passu with the Notes) to the rights of holders of
Senior Indebtedness to receive

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distributions applicable to Senior Indebtedness to the extent that
distributions otherwise payable to the Holders have been applied to the
payment of Senior Indebtedness. A distribution made under this Article Eleven
to holders of Senior Indebtedness that otherwise would have been made to
Holders is not, as between the Company and Holders, a payment by the Company
on the Notes.

                  If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article Eleven shall
have been applied, pursuant to the provisions of this Article Eleven, to the
payment of all amounts payable under the Senior Indebtedness, then and in such
case the Holders shall be entitled to receive from the holders of such Senior
Indebtedness at the time outstanding any payments or distributions received by
such holders of such Senior Indebtedness in excess of the amount sufficient to
pay all amounts payable under or in respect of such Senior Indebtedness in full;
PROVIDED, HOWEVER, that such payments or distributions shall be paid first pro
rata to Holders that previously paid amounts then pro rata to all Holders.

SECTION 11.08.        RELATIVE RIGHTS.

                  This Article Eleven defines the relative rights of Holders and
holders of Senior Indebtedness. Nothing in this Indenture shall:

                  (a) impair, as between the Company and Holders, the obligation
of the Company, which is absolute and unconditional, to pay principal, premium,
interest and Liquidated Damages, if any, on the Notes in accordance with their
terms;

                  (b) affect the relative rights of Holders and creditors of the
Company other than their rights in relation to holders of Senior Indebtedness;
or

                  (c) prevent the Trustee or any Holder from exercising its
available remedies upon a Default, subject to the rights of holders and owners
of Senior Indebtedness to receive distributions and payments otherwise payable
to Holders.

                  If the Company fails because of this Article Eleven to pay
principal, premium, interest and Liquidated Damages, if any, on a Note on the
due date, the failure is still a Default.

SECTION 11.09.        SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY.

                  No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

                  Subject to the other provisions of this Indenture, the holders
of the Senior Indebtedness may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Holders, and without

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impairing or releasing the subordination provided in Articles Ten and Eleven,
or the obligations hereunder of the Holders to the holders of the Senior
Indebtedness, do any one or more of the following: (a) change in the manner,
place, or terms of payment, or extend the time of payment of, or renew or
alter, Senior Indebtedness or any instrument evidencing the same or any
agreement under which the Senior Indebtedness is outstanding or secured; (b)
sell, exchange, release, or otherwise deal with any property pledged,
mortgaged, or otherwise securing the Senior Indebtedness; (c) release any
Person liable in any manner for the collection of Senior Indebtedness; and
(d) exercise or refrain from exercising any rights against the Company, the
Guarantor or any other Person; PROVIDED, HOWEVER, that this provision shall
not in any way permit the Company or any Guarantor to take any action
otherwise prohibited by the Indenture.

SECTION 11.10.        DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Indebtedness, the distribution may be made and the notice
given to their Representative.

                  Upon any payment or distribution of assets of the Company or
any Guarantor referred to in this Article Eleven, the Trustee and the Holders
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution (so long as the existence of the
subordination provisions of Articles Ten and Eleven have been brought to the
attention of such court, Representative, liquidating trustee or agent, or other
Person), the holders of the Senior Indebtedness and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Eleven.

SECTION 11.11.        RIGHTS OF TRUSTEE AND PAYING AGENT.

                  Notwithstanding the provisions of this Article Eleven or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge or notice of the existence of any facts that would prohibit the making
of any payment or distribution by the Trustee, and the Trustee and the Paying
Agent may continue to make payments on the Notes (subject to the requirement
under Section 11.05 that the Trustee hold any payment made in violation of
Sections 11.02 and 11.03), unless a Responsible Officer of the Trustee shall
have received at its Corporate Trust Office prior to the due date of such
payment written notice of facts that would cause the payment of any principal,
premium, interest and Liquidated Damages, if any, with respect to the Notes to
violate this Article Eleven. Only the Company or a Representative may give the
notice. Nothing in this Article Eleven shall impair the claims of, or payments
to, the Trustee under or pursuant to Section 7.07 hereof.


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                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.

SECTION 11.12.        AUTHORIZATION TO EFFECT SUBORDINATION.

                  Each Holder of a Note by the Holder's acceptance thereof
authorizes and directs the Trustee on the Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article Eleven, and appoints the Trustee to act as the Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of
the time to file such claim, a Representative of Designated Senior Indebtedness
is hereby authorized to file an appropriate claim for and on behalf of the
Holders of the Notes and the Trustee shall have no liability therefor.

SECTION 11.13.        TRUST MONEYS NOT SUBORDINATED.

                  Notwithstanding anything contained herein to the contrary,
payments from cash or the proceeds of U.S. Government Securities held in the
Interest Reserve Account and in trust under Article Eight hereof by the Trustee
(or other qualifying trustee) and which were deposited in accordance with the
terms of the Escrow Agreement and Article Eight hereof, respectively, and not
in violation of Section 11.03 hereof for the payment of principal of (and
premium, if any) and interest on the Notes shall not be subordinated to the
prior payment of any Senior Indebtedness or subject to the restrictions set
forth in this Article Eleven, and none of the Holders shall be obligated to pay
over any such amount to the Company or any holder of Senior Indebtedness or any
other creditor of the Company.

SECTION 11.14.        PAYMENT AND DISTRIBUTION.

                  For purposes of this Article Eleven, the term "payment"
and/or "distribution" means any payment or distribution (whether direct or
indirect, whether in cash, property, securities, or otherwise, and whether
obtained or distributed by set-off, liquidation, bankruptcy distribution,
settlement, or otherwise) made by any Person (including, without limitation,
any payments or distributions made pursuant to Section 4.16(f) or by any court
or governmental body or agency, any trustee in bankruptcy, or any liquidating
trustee) with respect to any Note or any Guarantee of the Notes or otherwise
under this Indenture, including, without limitation, payment of principal,
premium, interest, or Liquidated Damages, if any, on the Notes or any payments
under or with respect to any Guarantee of the Notes, any depositing of funds
with the Trustee or any Paying Agent (including, without limitation, a deposit
in respect of defeasance or redemption, but expressly excluding the Internet
Reserve Account), any payment on account of any optional or mandatory
redemptions or repurchase provisions, any payment or recovery on any claim
under the Indenture, any Guarantee of the Notes, any Note, or


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relating to or arising out of the offer, sale, or purchase of any Note (whether
for rescission or damages and whether based on contract, tort, duty imposed by
law, or any other theory of liability); provided that, for the purposes of this
Article Eleven, all Obligations now or hereafter existing under any Senior
Indebtedness, (including, without limitation, the Senior Credit Facility, any
Interest Rate Protection Agreements, Currency Agreements, or agreements with
respect to the issuance of letters of credit) shall not be deemed to have been
paid in full unless the holders thereof shall have received payment in full and
all commitments thereunder and all letters of credit issued thereunder have
expired.

SECTION 11.15.        NO CLAIMS.

                  No holder of the Subordinated Indebtedness shall have any
claim to any property or assets of the Company, any Guarantor, or any
Subsidiary of the Company or any Guarantor, unless and until the Senior
Indebtedness shall have been fully paid and satisfied; except with respect to
the Lien on the Pledged Securities in the Interest Reserve Account.

SECTION 11.16.        ACKNOWLEDGEMENT OF HOLDERS.

                  Each holder of Subordinated Indebtedness by accepting a Note
or Guarantee of the Notes acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and
consideration to each holder of Senior Indebtedness, whether such Senior
Indebtedness was created or acquired before or after the issuance of the Notes
or the Guarantees of the Notes, to acquire and continue to hold, or to continue
to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall
be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness.

                                   ARTICLE 12.

                           SATISFACTION AND DISCHARGE

SECTION 12.01.        SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall be discharged and cease of to be of
further effect (subject to Section 8.07 and except as to surviving rights of
registration of transfer or exchange of the Notes as expressly provided for in
this Indenture) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
when

                  (a) either

                (i)   all the Notes theretofore authenticated and delivered,
         except lost, stolen or destroyed Notes that have been replaced or paid
         and Notes for whose payment money has theretofore been deposited in
         trust or segregated and held in


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         trust by the Company and thereafter repaid to the Company or discharged
         from the trust, have been delivered to the Paying Agent for
         cancellation; or

                (ii)  all Notes not theretofore delivered to the Paying Agent
         for cancellation have become due and payable or will become due and
         payable within one year at their stated maturity or are to be called
         for redemption within one year under arrangements acceptable to the
         Trustee and the Company have irrevocably deposited or caused to be
         deposited with the Paying Agent cash in non-callable U.S. Government
         Securities sufficient to pay and discharge the entire Indebtedness on
         the Notes not theretofore delivered to the Paying Agent for
         cancellation, for principal of, premium, if any, interest, Additional
         Amounts, if any, and Liquidated Damages, if any, on the Notes to the
         date of deposit together with irrevocable instructions from the Company
         directing the Paying Agent to apply those funds to the payment of those
         amounts at maturity or redemption, as applicable,

                  (b) the Company have paid all other sums payable under this
Indenture; and

                  (c) the Company have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel in accordance with Sections 13.04 and
13.05 stating that all conditions precedent under this Indenture relating to the
satisfaction and discharge of this Indenture have been satisfied.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations under Section 7.07 and 7.10 and, if money shall have
been deposited with the Trustee pursuant to clause (a) of this Section 12.01,
the obligations of the Trustee under Section 12.02 and Section 2.04 shall
survive.

SECTION 12.02.        APPLICATION OF TRUST MONEY.

                  Subject to the provisions of Section 2.04, 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 any issuer
acting as 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.


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                                   ARTICLE 13.

                                  MISCELLANEOUS

SECTION 13.01.        TRUST INDENTURE ACT CONTROLS.

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

SECTION 13.02.        NOTICES.

                  Any notice or communication by the Company 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 or any Guarantor:

                  American Cellular Corporation
                  Suite 200, 13439 North Broadway Extension
                  Oklahoma City, Oklahoma  73114
                  Telecopier No.:  (405) 529-8515
                  Attention: Chief Financial Officer

                  With a copy to:

                  McAfee & Taft
                  211 North Robinson Road, 10th Floor
                  Oklahoma City, Oklahoma  73102
                  Telecopier No.:  (405) 228-7421
                  Attention:  Theodore M.  Elam

                  If to the Trustee:

                  United States Trust Company of New York
                  114 West 47th Street
                  New York, New York 10036
                  Telecopier No.:  (212) 852-1626
                  Attention:  Corporate Trust Administration

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

                  Except as provided below, all notices and communications
(other than those sent to Holders) shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail,


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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 shall 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 shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

                  Except for a notice to the Trustee, which is deemed given only
when received, and except as otherwise provided in this Indenture, 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
shall mail a copy to the Trustee and each Agent at the same time.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

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

SECTION 13.03.        COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF
NOTES.

                  Holders may communicate pursuant to TIA Section 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 Section 312(c).

SECTION 13.04.        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:

                  (a) an Officers' Certificate (which shall include the
statements set forth in Section 13.05 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


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                  (b) an Opinion of Counsel (which shall include the statements
set forth in Section 13.05 hereof) stating that, in the opinion of such counsel,
all such conditions precedent and covenants have been satisfied.

SECTION 13.05.        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 Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

                  (b) 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;

                  (c) a statement that, in the opinion of such Person, he or she
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and

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

SECTION 13.06.        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 13.07.        NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
AND STOCKHOLDERS.

                  No recourse for the payment of the principal of, premium, if
any, or interest or Liquidated Damages, if any, on any of the Notes, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company contained in this
Indenture or in any of the Notes, or because of the creation of any Indebtedness
represented thereby, shall be had against any incorporator or past, present or
future director, officer, employee, controlling Person or stockholder of the
Company. Each Holder 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 Commission that such a waiver is
against public policy.


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<PAGE>


SECTION 13.08.        GOVERNING LAW.

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE AND THE NOTES 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 13.09.        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 13.10.        SUCCESSORS.

                  All agreements of the Company and the Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.

SECTION 13.11.        SEVERABILITY.

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

SECTION 13.12.        COUNTERPART ORIGINALS.

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

SECTION 13.13.        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 shall
in no way modify or restrict any of the terms or provisions hereof.

                        [Signatures on following page]




                                      116
<PAGE>


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

                                    AMERICAN CELLULAR CORPORATION


                                    By: /s/ Everett R. Dobson
                                       ---------------------------
                                    Name:   Everett R. Dobson
                                    Title:  President


                                    ACC ACQUISITION LLC,
                                    as Parent Guarantor


                                    By: /s/ Everett R. Dobson
                                       ---------------------------
                                    Name:   Everett R. Dobson
                                    Title:  President and Manager

                     ACC OF KENTUCKY LLC, ACC KENTUCKY LICENSE LLC, ACC OF
                     MICHIGAN CORPORATION, ACC MICHIGAN LICENSE LLC, ACC OF
                     MINNESOTA CORPORATION, ACC MINNESOTA LICENSE LLC, ACC NEW
                     YORK LICENSE I LLC, ACC NEW YORK LICENSE II LLC, ACC NEW
                     YORK LICENSE III LLC, ACC OF OHIO CORPORATION, ACC OHIO
                     LICENSE LLC, ACC OF PENNSYLVANIA LLC, ACC PENNSYLVANIA
                     LICENSE LLC, ACC OF TENNESSEE LLC, ACC TENNESSEE LICENSE
                     LLC, ACC OF WAUSAU CORPORATION, ACC WAUSAU LICENSE LLC,
                     ACC OF WEST VIRGINIA CORPORATION, ACC WEST VIRGINIA
                     LICENSE LLC, ACC OF WISCONSIN LLC, ACC WISCONSIN LICENSE
                     LLC, ALEXANDRA CELLULAR CORPORATION, AMERICAN CELLULAR
                     WIRELESS LLC, CHILL CELLULAR CORPORATION, DUTCHESS COUNTY
                     CELLULAR TELEPHONE CO., INC., PCPCS CORPORATION, as
                     Subsidiary Guarantors

                                    By: /s/ Bruce R. Knooihuizen
                                       ---------------------------
                                    Name:   Bruce R. Knooihuizen
                                    Authorized Representative



                                    UNITED STATES TRUST COMPANY


                                      S-1
<PAGE>


                                    OF NEW YORK,
                                    as Trustee


                                    By: /s/ Louis P. Young
                                       ---------------------------
                                    Name:   Louis P. Young
                                    Title:  Vice President




















                                      S-2
<PAGE>
                                    EXHIBIT A
                                 (Face of Note)



                    9 1/2% SENIOR SUBORDINATED NOTES DUE 2009



CUSIP

NO.                                                             $

                          AMERICAN CELLULAR CORPORATION

promises to pay to Cede & Co. or registered assigns, the principal sum of
_________________ Dollars ($______________) on October 15, 2009.

Interest Payment Dates:  April 15 and October 15, commencing October 15, 2001.

Record Dates:  April 1 and October 1.

                                    AMERICAN CELLULAR CORPORATION


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

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

UNITED STATES TRUST COMPANY
OF NEW YORK,
as Trustee

By:
   ----------------------------

Authorized Signatory

Dated:
================================================================================


                                      A-1
<PAGE>


                                 (Back of Note)


                    9 1/2% Senior Subordinated Notes due 2009

         [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 (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OR IN
         ACCORDANCE WITH SECTION 9.05 OF THE INDENTURE, (II) THIS GLOBAL NOTE
         MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
         OF THE INDENTURE, (III) 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 THE COMPANY.

         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.](1)

                  THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE


-------------------------------
(1) Used on Global Note only.



                                      A-2
<PAGE>


         "SECURITIES ACT"), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY
         INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
         TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
         ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR
         NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
         THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
         144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IT IS
         ACQUIRING THIS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904
         OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL
         "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS (A)(1), (2),
         (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, (2) AGREES THAT IT
         WILL NOT, PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER
         PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR
         ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL
         ISSUE DATE (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON
         WHICH AMERICAN CELLULAR CORPORATION WAS THE OWNER OF THIS NOTE (OR ANY
         PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
         REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION
         DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
         AMERICAN CELLULAR CORPORATION, (B) PURSUANT TO A REGISTRATION
         STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
         (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
         144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
         BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
         FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
         BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
         RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS
         AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
         WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
         INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
         SUBPARAGRAPHS (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
         ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED
         LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
         THE RESTRICTIONS ON THE TRANSFER OF THIS NOTE (WHICH CAN BE OBTAINED
         FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF LESS THAN
         $100,000 PRINCIPAL AMOUNT OF NOTES, AN OPINION OF COUNSEL ACCEPTABLE
         TO AMERICAN CELLULAR


                                      A-3
<PAGE>


         CORPORATION THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
         ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT
         IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
         SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT AMERICAN
         CELLULAR CORPORATION SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER,
         SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE
         DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
         INFORMATION SATISFACTORY TO IT, AND (II) IN EACH OF THE FOREGOING
         CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM
         APPEARING IN THE INDENTURE GOVERNING THIS NOTE IS COMPLETED AND
         DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
         REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
         TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
         "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
         REGULATION S UNDER THE SECURITIES ACT.

         [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.](2)

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

                  1. INTEREST. American Cellular Corporation, a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 9.500% per annum 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 shall pay interest and Liquidated
Damages, if any, semi-annually on April 15 and October 15 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 shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from March 14, 2001; PROVIDED, HOWEVER, 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


------------------------------
(2) Used on Regulation S Temporary Global Note only.


                                      A-4
<PAGE>


next succeeding Interest Payment Date; PROVIDED, FURTHER, that the first
Interest Payment Date shall be October 15, 2001. The Company shall 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 shall 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 shall be computed on the
basis of a 360-day year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company shall pay principal,
premium, if any, interest and Liquidated Damages, if any, on the Notes to the
Persons who are registered Holders of Notes at the close of business on the
April 1 or October 1 next preceding the interest payment date, even if such
Notes are cancelled 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 shall be payable by wire transfer of
immediately available funds to the registered Holder of the relevant Global
Note and, with respect to certificated Notes, by wire transfer of immediately
available funds in accordance with instructions provided by the registered
Holders of certificated Notes or, if no such instructions are specified, by
mailing a check to each such Holder's registered address. Such payment shall 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, United States Trust
Company of New York, the Trustee under the Indenture, shall 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 March 14, 2001 ("Indenture") between the Company, the Guarantors
named therein 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 Sections 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.

                  5. OPTIONAL REDEMPTION

                  (a) At any time prior to October 15, 2005, the Notes may be
redeemed, in whole or in part, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued and
unpaid interest and Liquidated Damages, if any, to, the date of redemption
(subject to the right of Holders of record on the relevant


                                      A-5
<PAGE>


record date to receive interest due on the relevant interest payment date in
respect of then outstanding Notes.

                  (b) On or after October 15, 2005, the Company may redeem the
Notes at any time, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the date fixed for
redemption, if redeemed during the twelve-month period beginning on October 15
of the years indicated below:

<TABLE>
<CAPTION>

                   YEAR                                     PERCENTAGE
                   ----                                     ----------
                   <S>                                      <C>
                   2005                                      104.750%
                   2006                                      103.167%
                   2007                                      101.583%
                   2008 and thereafter                       100.000%
</TABLE>

                  (c) Notwithstanding the provisions of clauses (a) and (b) of
Section 3.07 of the Indenture, on or prior to April 15, 2004, the Company shall
be permitted to redeem up to 35% of the aggregate principal amount of the Notes
at a redemption price of 109.500% of the principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages, if any, thereon to the date fixed
for redemption, with the net cash proceeds of one or more Equity Offerings by
either the Company or by the Parent Guarantor to the extent that the proceeds
thereof are contributed to the Company; PROVIDED, HOWEVER, that (1) at least 65%
of the aggregate principal amount of the Notes issued on the Issue Date remains
outstanding immediately after the occurrence of the redemption; and (2) each
redemption occurs within 180 days after the date of the closing of such Equity
Offering.

                  6. MANDATORY REDEMPTION.

                  The Company shall not be required to make mandatory redemption
payments with respect to the Notes.

                  7. REPURCHASE AT OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Company shall 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 thereof plus
accrued and unpaid interest and Liquidated Damages, thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

                  (b) If the Parent Guarantor or a Restricted Subsidiary
consummates an one or more Asset Sales the Net Cash Proceeds of which in any
period of twelve consecutive months exceeds 10% of Adjusted Consolidated Net
Tangible Assets


                                      A-6
<PAGE>


(determined as of the date closest to the commencement of such 12-month period
for which a consolidated balance sheet of the Company has been filed with the
Commission) then the Parent Guarantor shall or shall cause the relevant
Restricted Subsidiary, to (a) within twelve months after the date Net Cash
Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets,
to (i) apply an amount equal to such excess Net Cash Proceeds to permanently
repay Senior Indebtedness of the Company or Senior Indebtedness of any
Restricted Subsidiary in each case owing to a Person other than the Parent
Guarantor or any Restricted Subsidiaries, or (ii) invest an equal amount, or
the amount not so applied pursuant to clause (i) (or enter into a definitive
agreement committing to so invest within 12 months after the date of such
agreement), in property or assets (other than current assets) of a nature or
type or that are used in a business (or in a company having property and assets
of a nature or type, or engaged in a business) related, ancillary or
complementary to the business of, the Company and its Restricted Subsidiaries
existing on the date of such Investment, and (b) apply, no later than the end
of the 12-month period referred to in clause (a) above, such excess Net Cash
Proceeds (to the extent not applied pursuant to clause (a)), as provided below.
The amount of such excess Net Cash Proceeds required to be applied, or to be
committed to be applied, during such twelve-month period as set forth in clause
(a) and not applied as so required by the end of such period shall constitute
"Excess Proceeds."

                  If, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds not theretofore subject to an Offer to Purchase totals
at least $10.0 million, the Company must commence, not later than the fifteenth
Business Day of such month, and consummate an Offer to Purchase from the Holders
of Notes and the Holders of any Indebtedness ranking equally with the Notes and
entitled to participate in such an Offer to Purchase on a pro rata basis, an
aggregate principal amount of Notes and such other Indebtedness equal to the
Excess Proceeds on such date, at a purchase price equal to 101% of the principal
amount thereof, plus, in each case, accrued interest and Liquidated Damages, if
any, to the Payment Date.

                  8. NOTICE OF REDEMPTION. Notice of redemption shall 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 and
portions of Notes selected shall 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, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. On and after the redemption date interest ceases
to accrue on Notes, or portions thereof called for redemption.

                  9. SUBORDINATION. The Notes are subordinated to Senior
Indebtedness, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid in full before the Notes may be
paid. The Company and each Guarantor agrees, and each Holder by accepting a Note
agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.



                                      A-7
<PAGE>

                  10. 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.

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

                  12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture 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 voting as a single class, and any existing default or
compliance with any provision of the Indenture 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. The consent of the Holders of at
least two-thirds in principal amount of the then outstanding Notes voting as a
single class is required to modify the provisions of the Indenture relating to
subordination and the Guarantees, in each case so as to adversely affect the
rights of any Holder. Without the consent of any Holder of a Note, the Indenture
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 obligations
to Holders of the Notes in case of a merger or consolidation, or sale of
substantially all of the Company's assets, 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, or to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

                  13. DEFAULTS AND REMEDIES. Events of Default include, in
summary form: (a) default in payment when due of the principal of or premium, if
any, on the Notes; (b) default for 30 days in the payment when due of interest
or Liquidated Damages, if any, on the Notes; (c) default in the performance of
the provisions of Sections 5.01 of the Indenture; (d) default in the performance
of the Escrow Agreement; (e) default for 30 days after notice in the performance
of Section 4.03, 4.07, 4.08, 4.09, 4.10, 4.12, 4.13, 4.14, 4.16, 4.17 and 4.18
of the Indenture; (f) failure by the Company or any Restricted Subsidiaries for
60 days after notice to comply with any of its other agreements in the Indenture
or the Notes; (g) the nonpayment within any applicable grace period after the
final maturity, or the acceleration by the Holders because of a default, of
Indebtedness of the Parent Guarantor, the Company or any Significant Subsidiary,
and


                                      A-8
<PAGE>


the total amount of such Indebtedness unpaid or accelerated exceeds $20.0
million; (h) failure by the Company or any of its Significant Subsidiaries to
pay final judgments aggregating in excess of $20.0 million, which judgments are
not paid, discharged or stayed for a period of 30 consecutive days; and (g)
certain events of bankruptcy or insolvency with respect to the Parent
Guarantor, the Company or any of its Significant Subsidiaries. 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, subject to certain conditions. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes shall 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 aggregate 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 and premium, if any, 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.

                  14. DEFEASANCE. The Indenture and the obligations under the
Notes may be defeased (subject to certain exceptions) or the Company may cease
to comply with certain covenants of the Indenture, upon satisfaction of the
conditions specified in Article 8 of the Indenture.

                  15. 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.

                  16. NO RECOURSE AGAINST OTHERS. No recourse for the payment of
the principal of, premium, if any, or interest or Liquidated Damages, if any, on
any of the Notes, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company contained in this Indenture or in any of the Notes, or because of
the creation of any Indebtedness represented thereby, shall be had against any
incorporator or past, present or future director, officer, employee, controlling
Person or stockholder of the Company. 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.


                                      A-9
<PAGE>


                  17. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  18. 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).

                  19. 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 shall have all the rights set forth in the Registration Rights
Agreement dated as of March 14, 2001, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

                  20. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP and ISIN numbers to be printed on the Notes and the
Trustee may use CUSIP and ISIN 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 shall 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:

                  American Cellular Corporation
                  13439 N. Broadway Extension, Suite 200
                  Oklahoma City, Oklahoma 73114
                  Attention: Treasurer








                                      A-10
<PAGE>


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to



--------------------------------------------------------------------------------
               (Insert assignee's social security 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:
                                                              ------------------














                                      A-11
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.11 or 4.16 of the Indenture, check the box below:

                  [ ] Section 4.11              [ ] Section 4.16

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.11 or Section 4.16 of the Indenture, state
the amount you elect to have purchased: $________







Date:                           Your Signature:
     -------------                             -------------------------------
                               (Sign exactly as your name appears on the Note)

                                Signature Guarantee:
                                                    --------------------------

                                Tax Identification No:
                                                      ------------------------













                                      A-12
<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 in  Amount of increase in          of this             Signature of
                          Principal Amount        Principal Amount          Global Note        authorized officer
                               of this                of this             following such          of Trustee or
   Date of Exchange          Global Note            Global Note       decrease (or increase)        Custodian
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                    <C>                      <C>










</TABLE>












                                              A-13
<PAGE>

                                    EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER

American Cellular Corporation
13439 N. Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114

United States Trust Company of New York
114 West 47th Street
New York, New York 10036

                  Re: 9 1/2% Senior Subordinated Notes due 2009 of American
                  Cellular Corporation

                  Reference is hereby made to the Indenture, dated as of March
14, 2001 (the "INDENTURE"), between American Cellular Corporation, as issuer
(the "COMPANY"), the Guarantors named therein and United States Trust Company of
New York, 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 SHALL 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 United
States Securities Act of 1933 (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 shall be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note or the Definitive Note and in
the Indenture and the Securities Act.

2. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected


                                      B-1
<PAGE>


pursuant to and in accordance with 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 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
shall be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

3. [ ] CHECK AND COMPLETE IF TRANSFEREE SHALL TAKE DELIVERY OF 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


                                      B-2
<PAGE>


Exhibit D to the Indenture, and (2) 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 shall be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Definitive Notes and in the Indenture and the
Securities Act.

4. [ ] CHECK IF TRANSFEREE SHALL 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 shall 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 shall 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 shall 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.


                                      B-3
<PAGE>


                  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:
      ----------,------

                       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 Global Note (CUSIP  ___), or

                  (iii)   [ ]  a Restricted Definitive Note.

         2.       After the Transfer the Transferee shall hold:

                                   [CHECK ONE]

                  (a)     [ ] a beneficial interest in the:

                          (i)    [ ]  144A Global Note (CUSIP  ___), or

                          (ii)   [ ]  Regulation S Global Note (CUSIP  ___), or

                          (iii)  [ ]  Unrestricted Global Note (CUSIP  ___); or

                  (b)     [ ] a Restricted Definitive Note; or

                  (c)     [ ] an Unrestricted Definitive Note,

              in accordance with the terms of the Indenture.




                                      B-4
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

American Cellular Corporation
13439 N. Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114

United States Trust Company of New York
114 West 47th Street
New York, New York 10036

                  Re: 9 1/2% Senior Subordinated Notes due 2009 of American
                      Cellular Corporation


                              (CUSIP______________)


                  Reference is hereby made to the Indenture, dated as of March
14, 2001 (the "INDENTURE"), between American Cellular Corporation, as issuer
(the "COMPANY"), and United States Trust Company of New York, 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 United States Securities
Act of 1933 (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.


                                      C-1
<PAGE>


                  (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


                                      C-2
<PAGE>


transfer. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the Restricted Definitive Note issued shall 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,

                  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 shall 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.













                                      C-3
<PAGE>


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                            -----------------------------------
                                            [Insert Name of Owner]


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

Dated:
      -------------------, --------


























                                      C-4
<PAGE>


                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

American Cellular Corporation
13439 N. Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114

United States Trust Company of New York
114 West 47th Street
New York, New York 10036


                  Re:  9 1/2% SENIOR SUBORDINATED NOTES DUE 2009

                  Reference is hereby made to the Indenture, dated as of March
14, 2001 (the "INDENTURE"), by and between American Cellular Corporation as
issuer (the "COMPANY"), and United States Trust Company of New York, 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 United States
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, (D) outside
the United States in accordance with Rule 904 of


                                      D-1
<PAGE>


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:
      --------------------------










                                      D-2
<PAGE>


                                    EXHIBIT E

                 FORM OF NOTATION ON NOTE RELATING TO GUARANTEE

                  Each Guarantor, as defined in the Indenture (the "INDENTURE"),
referred to in the Note upon which this notation is endorsed), (i) has jointly
and severally unconditionally guaranteed (a) the due and punctual payment of the
principal of, premium and interest and Liquidated Damages, if any, on the Notes,
whether at maturity or an interest payment date, by acceleration, call for
redemption or otherwise, (b) the due and punctual payment of interest on the
overdue principal and premium of, and interest and Liquidated Damages, if any,
on the Notes, and (c) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, the same shall be promptly paid in
full when due in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise and (ii) has agreed to pay any
and all costs and expenses (including reasonable attorneys' fees) incurred by
the Trustee or any Holder in enforcing any rights under this Guarantee.

                  Notwithstanding the foregoing, in the event that the Guarantor
would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of such
Guarantor under its Guarantee shall be reduced to the maximum amount permissible
under such fraudulent conveyance or similar law.

                  No past, present or future director, officer, employee, agent,
incorporator, stockholder or agent of any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Notes,
any Guarantee, Indenture, any supplemental indenture delivered pursuant to the
Indenture by such Guarantor or any Guarantees of the Notes, 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.

                  This Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by the Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

                  The Guarantees of the Notes are subordinated to Senior
Indebtedness, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid in full before the Notes may be paid
under such Guarantees. Each Guarantor agrees, and each Holder by accepting a
Note agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.


                                      E-1
<PAGE>


                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted have been executed by the Trustee under the Indenture the
manual signature of one of its authorized officers. Capitalized terms used
herein have the meaning assigned to them in the Indenture.

                                                  GUARANTOR

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






















                                      E-2
<PAGE>


                                    EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                          TO BE DELIVERED BY GUARANTORS

                  SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated
as of _____________, among ______________ (the "GUARANTOR"), a subsidiary of ACC
Acquisition LLC (or its permitted successor), a Delaware limited liability
company (the "PARENT GUARANTOR"), American Cellular Corporation, a Delaware
corporation (the "COMPANY"), and United States Trust Company of New York, as
trustee under the indenture referred to below (the "TRUSTEE").

                                   WITNESSETH

                  WHEREAS, the Parent Guarantor and the Company have heretofore
executed and delivered to the Trustee an indenture (the "INDENTURE"), dated as
of March 14, 2001 providing for the issuance of an aggregate principal amount of
$450.0 million of 9 1/2% Senior Subordinated Notes due 2009 (the "NOTES");

                  WHEREAS, the Indenture provides that under certain
circumstances the Guarantor shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guarantor shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein; 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 Guarantor and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

                   (a) CAPITALIZED TERMS. Capitalized Terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                   (b) AGREEMENT TO GUARANTEE. The Guarantor hereby agrees as
follows:

                  (i)  Along with all Guarantors, 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, irrespective
         of the validity and enforceability of the Indenture, the Notes or the
         Obligations of the Company hereunder or thereunder, that:

                           (A) the principal of, premium, if any, and interest
                  and Liquidated Damages, if any, on the Notes shall be


                                      F-1
<PAGE>


                  promptly paid in full when due, whether at maturity, by
                  acceleration, redemption or otherwise, and interest on the
                  overdue principal of to the extent and interest and
                  Liquidation Damages, if any, on the Notes to the extent
                  lawful, and all other Obligations of the Company to the
                  Holders or the Trustee hereunder or under the Indenture shall
                  be promptly paid in full or performed, all in accordance with
                  the terms hereof and under the Indenture;

                           (B) in case of any extension of time of payment or
                  renewal of any Notes or any of such other Obligations, that
                  same shall 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.

                  (ii)  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.

                  (iii) 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.

                  (iv)  This Guarantee shall not be discharged except by
         complete performance of the obligations contained in the Notes and the
         Indenture.

                  (v)   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 Guarantee, to the extent theretofore
         discharged, shall be reinstated in full force and effect.

                  (vi)  The Guarantor 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.


                                      F-2
<PAGE>


                  (vii)  As between the Guarantors, on the one hand, 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 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 Guarantee.

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

                  (ix)   Notwithstanding the foregoing, in the event that this
         Guarantee would constitute or result in a violation of any applicable
         fraudulent conveyance or similar law of any relevant jurisdiction, the
         liability of the Guarantor under this Supplemental Indenture and its
         Guarantee of the Notes shall be reduced to the maximum amount
         permissible under such fraudulent conveyance or similar law.

                  (x)    Notwithstanding anything herein to the contrary, all
         obligations of the Guarantor hereunder shall be subordinated to the
         prior payment of Senior Indebtedness to the same extent that the Notes
         are subordinated pursuant to Article 11 of the Indenture.

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

                    (d) GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                  (i)   Subject to Section 5 hereof, the Guarantor may not
         consolidate with or merge with or into (whether or not such Guarantor
         is the surviving Person) another corporation, Person or entity whether
         or not affiliated with such Guarantor unless:

                           (A) subject to Section 5 hereof, the Person formed by
                  or surviving any such consolidation or merger (if other than a
                  Guarantor or the Company) unconditionally assumes all the
                  obligations of such Guarantor, pursuant to a supplemental
                  indenture in form and substance reasonably satisfactory to the
                  Trustee, under the Notes, the Indenture and the Guarantee of
                  the Notes on the terms set forth herein or therein; and


                                      F-3
<PAGE>


                           (B) immediately after giving effect to such
                  transaction, no Default or Event of Default exists.

                  (ii)  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 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 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 Guarantees of the Notes so issued
         shall in all respects have the same legal rank and benefit under the
         Indenture as the Guarantees of the Notes theretofore and thereafter
         issued in accordance with the terms of the Indenture as though all of
         such Guarantees of the Notes had been issued at the date of the
         execution hereof.

                  (iii) Except as set forth in Articles 4 and 5 of the
         Indenture, and notwithstanding clauses (i) and (ii) of Section 4(a)
         hereof, nothing contained in the Indenture or in any of the Notes shall
         prevent any consolidation or merger of a Subsidiary Guarantor with or
         into the Company or another Subsidiary Guarantor, or shall prevent any
         sale or conveyance of the property of a Subsidiary Guarantor as an
         entirety or substantially as an entirety to the Company or another
         Subsidiary Guarantor.

                    (e) RELEASES.

                  (i)   In the event of a sale or other disposition of 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, 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) shall be released
         and relieved of any obligations under the Supplemental Indenture and
         its Guarantee of the Notes; 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 4.11 of the Indenture. Upon delivery by the Company to the
         Trustee of an Officers' Certificate and an Opinion of Counsel
         complying with Sections 13.04 and 13.05 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 4.11
         of the Indenture, the Trustee shall execute any


                                      F-4
<PAGE>


         documents reasonably required in order to evidence the release of any
         Guarantor from its obligations under its Guarantee of the Notes.

                  (ii)  Any Guarantor not released from its obligations under
         its 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 the Indenture.

                    (f) SUBORDINATION. The Notes and Guarantees of the Notes are
subordinated to Senior Indebtedness, as defined in the Indenture. Pursuant to
Article Eleven of the Indenture, Senior Indebtedness must be paid in full before
the Notes may be paid. Each Guarantor agrees, and each Holder by accepting a
Note agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.

                    (g) NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guarantor, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Notes, any Guarantees of the Notes, 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 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
Commission that such a waiver is against public policy.

                    (h) 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.

                    (i) 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.

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

                    (k) 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 Guarantor and the Company.


                                      F-5
<PAGE>


                  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:
                                       [Guarantor]


                                       By:
                                       Name:
                                       Title:



                                       UNITED STATES TRUST COMPANY OF
                                       NEW YORK, as Trustee

                                       By:
                                       Name:
                                       Title:
















                                      F-6