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                                                                  Exhibit 4.1(a)

            INDENTURE, dated as of March 25, 2004 (this "Indenture"), between
Rural Cellular Corporation, a corporation organized and existing under the laws
of the State of Minnesota (herein called the "Company"), having its principal
office at 3905 Dakota Street S.W., Alexandria, MN 56308, the Guarantors listed
on Schedule 1 hereto and U.S. Bank National Association, a national banking
association organized under the laws of the United States, as trustee (herein
called the "Trustee").

                             RECITALS OF THE COMPANY

            The Company has duly authorized the creation of an issue of its
Senior Secured Floating Rate Notes due 2010 (the "Original 2010 Securities"),
8-1/4% Senior Secured Notes due 2012 (the "Original 2012 Securities," and
together with the Original 2010 Securities, the "Original Securities"), Series B
Senior Secured Floating Rate Notes due 2010 (the "Exchange 2010 Securities") and
Series B 8-1/4% Senior Secured Notes due 2012 (the "Exchange 2012 Securities,"
and together with the Exchange 2010 Securities, the "Exchange Securities") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company and the Guarantors have duly authorized the execution and
delivery of this Indenture. The "Securities" shall mean the Original Securities
together with the Exchange Securities.

            The Company and the Guarantors are engaged in related businesses,
and each of the Company and Guarantors will derive substantial direct and
indirect benefit from the issuance of the Securities.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

            Section 1.01 Definitions.

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

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

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

            (3)   all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP (whether or not such is
indicated herein);

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

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

            (6)   the term "on a pro forma basis" means on a pro forma basis as
calculated in accordance with Regulation S-X, as amended, under the Securities
Act.

            "2010 Securities" means the Original 2010 Securities, together with
the Exchange 2010 Securities.

            "2010 Securities Interest Payment Date" means each March 15, June
15, September 15 and December 15, commencing on June 15, 2004.

            "2010 Securities Regular Record Date" means, with respect to a 2010
Securities Interest Payment Date, the March 1, June 1, September 1 and December
1 (whether or not a Business Day) immediately preceding such 2010 Securities
Interest Payment Date.

            "2012 Securities" means the Original 2012 Securities, together with
the Exchange 2012 Securities.

            "2012 Securities Interest Payment Date" means each March 15 and
September 15, commencing on September 15, 2004.

            "2012 Securities Regular Record Date" means, with respect to a 2012
Securities Interest Payment Date, the March 1 and September 1 (whether or not a
Business Day) immediately preceding such 2012 Securities Interest Payment Date.

            "Acquired Indebtedness" means Indebtedness of a Person (including an
Unrestricted Subsidiary) (1) existing at the time such Person becomes a
Restricted Subsidiary or (2) assumed in connection with the acquisition of
assets from such Person,

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in the case of both of the preceding clause (1) and clause (2), other than
Indebtedness incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary or such acquisition. Acquired Indebtedness
shall be deemed to be Incurred on the date of the related acquisition of assets
from any Person or the date the acquired Person becomes a Restricted Subsidiary.

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

            "Act" when used with respect to any Holder, has the meaning
specified in Section 1.04.

            "Additional Securities" has the meaning specified in Section 3.01.

            "Additional Senior Subordinated Exchange Debentures" means the
senior subordinated debentures that may be issued by the Company in accordance
with the terms of the Junior Exchangeable Preferred Stock in effect on the Issue
Date.

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

            "Affiliate" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For the purposes of this definition, "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract, or otherwise; provided, that beneficial
ownership of 10% or more of the Voting Power of a Person will be deemed to be
control. The terms "controlling" and "controlled" have meanings correlative to
the foregoing.

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

            "Alexandria Indemnity" means Alexandria Indemnity Corporation, a
Vermont corporation.

            "Applicable Pari Passu Indebtedness" means:

                  (1)   with respect to any asset that is the subject of an
            Asset Sale at a time when such asset is included in the Collateral,
            Pari Passu Indebtedness secured by all or any part of the
            Collateral; and

                  (2)   with respect to any other asset, Pari Passu
            Indebtedness.

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

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

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

            (1)   any issuance of Capital Stock by a Restricted Subsidiary of
the Company to the Company or to a Guarantor;

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

            (3)   the surrender or waiver of contract rights or settlement,
release or surrender of a contract, tort or other litigation claim in the
ordinary course of business;

            (4)   the lease, sublease or licensing of any property in the
ordinary course of business;

            (5)   a Restricted Payment (other than a Permitted Investment) that
is not prohibited by Section 10.10 or a Permitted Investment pursuant to clauses
(9), (11) and (12) of the definition thereof;

            (6)   the sale of inventory in the ordinary course of business;

            (7)   any issuance of employee stock options or stock awards by the
Company pursuant to benefit plans in existence on the Issue Date; and

            (8)   the granting of Liens not prohibited by this Indenture.

            "Asset Sale Offer Amount" has the meaning specified in Section
10.14.

            "Asset Sale Offer Period" has the meaning specified in Section
10.14.

            "Asset Sale Purchase Date" has the meaning specified in Section
10.14.

            "Attributable Debt" in respect of a Sale and Leaseback Transaction
means, at the time of determination, the present value of the total obligations
of the lessee for net rental payments during the remaining term of the lease
included in such Sale and Leaseback Transaction. Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in such
Sale and Leaseback Transaction, determined in accordance with GAAP.

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

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            "Average Life" means, as of any date of determination, with respect
to any Indebtedness or Preferred Stock, the quotient obtained by dividing:

                  (1)   the sum of the product of (x) the number of years from
            such date of determination to the date of each successive scheduled
            amortization, redemption or principal payment of such Indebtedness
            (or similar payment with respect to such Preferred Stock), times (y)
            the amount of such payment: by

                  (2)   the sum of all such payments.

            "Bankruptcy Law" has the meaning specified in Section 5.01(h).

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

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

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

            "Calculation Agent" means any Calculation Agent appointed from time
to time by the Company in accordance with the terms of this Indenture. A
Calculation Agent must be a commercial banking institution with offices in
London, England or New York City with at least $500 million in capital. The
initial Calculation Agent will be U.S. Bank National Association.

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

            "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
including voting and non-voting) of equity of such Person; provided that in no
event shall "Capital Stock" of any Person include any debt security convertible
or exchangeable into equity of such Person until conversion or exchange, as
applicable.

            "Cash Equivalents" means:

                  (1)   securities issued or directly and fully guaranteed or
            insured by the United States of America or any agency or
            instrumentality thereof (provided that the full faith and credit of
            the United States of America is

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            pledged in support thereof), in each case, maturing within one year
            after the date of acquisition;

                  (2)   time deposits, certificates of deposit, banker's
            acceptances, money market deposits and commercial paper issued by,
            or deposited with, any domestic bank or trust company of recognized
            standing having capital and surplus in excess of $200 million and
            commercial paper issued by others rated at least A-2 or the
            equivalent thereof by S&P or at least P-2 or the equivalent thereof
            by Moody's and, in each case, maturing within one year after the
            date of acquisition;

                  (3)   repurchase obligations with a term of not more than
            seven days for underlying securities of the types described in (1)
            and (2) above entered into with any financial institution meeting
            the qualifications specified in clause (2) above; and

                  (4)   investments in money market funds substantially all of
            whose assets comprise securities of the types described in clauses
            (2) and (3) above.

            "Cellular 2000" means Cellular 2000, Inc., a Minnesota corporation.

            "Change of Control" means:

            (1) directly or indirectly a merger, sale, transfer or other
conveyance of all or substantially all the assets of the Company, on a
consolidated basis, to any "person" or "group" (as such terms are used for
purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not
applicable), excluding transfers or conveyances to or among the Company's
current or newly-formed Wholly Owned Restricted Subsidiaries, as an entirety or
substantially as an entirety in one transaction or series of related
transactions, in each case with the effect that any Person or group of Persons
beneficially owns more than 50% of the total Voting Power entitled to vote in
the election of directors, managers or trustees of the transferee entity
immediately after such transaction;

            (2) any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) is or
becomes the beneficial owner, directly or indirectly, of more than 50% of the
total Voting Power of the Company;

            (3) during any period of 24 consecutive months, individuals who at
the beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by such Board or whose
nomination for election by the shareholders of the Company was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved), cease for any reason to constitute a
majority of the Board of Directors of the Company then in office;

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

            (5) any transaction constituting a "change of control" under the
instruments governing any Subordinated Indebtedness or Preferred Stock of the
Company, if such "change of control" would provide a holder of such Subordinated
Indebtedness or Preferred Stock with a right to require the Company to
repurchase or redeem such Subordinated Indebtedness or Preferred Stock in an
aggregate principal amount (or liquidation value, in the case of Preferred
Stock) in excess of $20.0 million and such right has not been waived pursuant to
the terms thereof.

            For purposes of this definition, the terms "beneficially own,"
"beneficial owner" and "beneficial ownership" shall have the meanings used in
Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except
that a Person shall be deemed to have "beneficial ownership" of all shares that
any such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time.

            "Change of Control Offer" has the meaning specified in Section
10.16.

            "Change of Control Offer Period" has the meaning specified in
Section 10.16.

            "Change of Control Purchase Date" has the meaning specified in
Section 10.16.

            "Change of Domicile" means a transaction or series of related
transactions, including, without limitation, (1) a merger, amalgamation,
combination or consolidation of the Company with or into another Person, (2) the
acquisition of all the Capital Stock of the Company or (3) the sale, transfer or
other conveyance of all or substantially all the assets of the Company on a
consolidated basis to another Person, the sole purpose of which is to
reincorporate the Company under the laws of the United States, in another State
of the United States or in the District of Columbia.

            "Class M Preferred Stock" means the Class M Redeemable Voting
Convertible Preferred Stock of the Company.

            "Clearstream" means Clearstream Banking, a societe anonyme (or any
successor securities clearing agency).

            "Collateral" means all property and assets that from time to time
secure the Securities, the Subsidiary Guarantees and the Securities Obligations
under the Collateral Documents.

            "Collateral Agreement" means the Collateral Agreement by the Company
and the Guarantors in favor of U.S. Bank National Association, as Collateral
Trustee, dated as of March 25, 2004, as the same may be amended, restated,
replaced, refinanced, renewed extended, supplemented or modified, from time to
time.

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<PAGE>

            "Collateral Documents" means, collectively, all agreements, deeds of
trust, mortgages, instruments, documents, pledges or filings executed in
connection with granting, or that otherwise evidence, the Lien of the Collateral
Trustee in the Collateral, including, without limitation, the Collateral
Agreement.

            "Collateral Trustee" means the collateral trustee under the
Collateral Documents.

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

            "Communications Act" means the Communications Act of 1934, and any
similar or successor federal statute, and the rules and regulations and
published policies of the FCC thereunder, all as amended and as the same may be
in effect from time to time.

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

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

            "Comparable Collateral Document" means, in relation to any
Collateral subject to any First Lien Security Document, that Collateral
Document(s), which create a security interest in the same Collateral, granted by
the Company or same Guarantor, as applicable.

            "Consolidated Indebtedness" of any Person means at any date of
determination, the Indebtedness of such Person and its Restricted Subsidiaries
at such date, on a consolidated basis.

            "Consolidated Interest Expense" of any Person means for any period
the interest expense included in an income statement of such Person and its
Restricted Subsidiaries, on a consolidated basis, for such period, including,
without limitation or duplication (or, to the extent not so included, with the
addition of),

                  (1)   the portion of any rental obligation in respect of any
            Capital Lease Obligation allocable to interest expense in accordance
            with GAAP;

                  (2)   the amortization of Indebtedness discounts;

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                  (3)   any payments or fees, other than reimbursement or
            similar obligations, with respect to letters of credit, bankers'
            acceptances, or similar facilities;

                  (4)   net payment obligations under Hedge Agreements;

                  (5)   the portion other than Attributable Debt of any rental
            obligations in respect of any Sale and Leaseback Transaction; and

                  (6)   Preferred Stock dividends accrued or payable other than
            dividends on Qualified Capital Stock of such Person.

            Notwithstanding the foregoing:

                        (a)   in the event that any of the Company's Qualified
                  Capital Stock is classified as indebtedness because of a
                  change in GAAP occurring after the Issue Date or SFAS 150,
                  dividend payments on such Qualified Capital Stock will not be
                  included in "Consolidated Interest Expense"; and

                        (b)   for purposes of Section 10.10, "Consolidated
                  Interest Expense" shall exclude any non-cash charges resulting
                  from the write-down of unamortized security issuance costs, to
                  the extent included in "Consolidated Interest Expense."

            "Consolidated Net Income" of any Person means for any period the net
income (or loss) of such Person and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded therefrom (to the extent included and without duplication):

                  (1)   the net income (or loss) of any Person, other than such
            Person, that is not a Restricted Subsidiary of such Person except to
            the extent of the amount of dividends or other distributions
            actually paid to such Person or a Restricted Subsidiary of such
            Person by such other Person during such period,

                  (2)   gains or losses from sales of assets other than sales of
            inventory in the ordinary course of business,

                  (3)   in the event that any of the Company's Qualified Capital
            Stock is classified as indebtedness because of a change in GAAP
            occurring after the Issue Date or SFAS 150, dividend payments
            thereon, to the extent they are treated as interest expense under
            GAAP,

                  (4)   for purposes of Section 10.10, the net income, if
            positive, of any Restricted Subsidiary to the extent that the
            declaration or payment of dividends or similar distributions by such
            Restricted Subsidiary of such

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            net income is not at that time permitted by the operation of the
            terms of its charter or any agreement, instrument, judgment, decree,
            order, statute, rule, or governmental regulations applicable to such
            Restricted Subsidiary, except to the extent such restrictions with
            respect to the payment of dividends or similar distributions have
            been validly waived, and

                  (5)   all extraordinary gains and extraordinary losses.

            "Consolidated Net Worth" of any Person means the consolidated
shareholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP; provided that such computation shall exclude (1) any
amounts attributable to Redeemable Stock or any equity security convertible into
or exchangeable for Indebtedness, the cost of treasury stock and the principal
amount of any promissory notes receivable from the sale of the Capital Stock of
the Company or any of its Restricted Subsidiaries and (2) Unrestricted
Subsidiaries.

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

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

            "Corporate Trust Office" means the principal office of the Trustee
at 60 Livingston Avenue, EP-MN-WS3C, St. Paul, MN 55107-2292 at which at any
particular time its corporate trust business shall be administered or such other
location designated by the Trustee in a report pursuant to Section 7.03(a) or
other notice delivered to the Holders by the Trustee.

            "covenant defeasance" has the meaning specified in Section 12.03.

            "Covenant Suspension" has the meaning specified in Section 10.20(a).

            "Credit Agreement" means the Credit Agreement, dated as of March 25,
2004, among the Company, the lenders party thereto, Lehman Commercial Paper
Inc., as Administrative Agent, and Bank of America, N.A., as Documentation
Agent, as such agreement may be amended, supplemented, restated, refunded,
replaced, renewed, extended, refinanced, increased or otherwise modified, in
whole or in part, from time to time (whether or not any of the foregoing (1)
occurs simultaneously with, or occurs at any time after, the termination or
repayment of a prior Credit Agreement, (2) occurs pursuant to one or more
separate instruments or agreements, (3) occurs on one or more separate
occasions, (4) occurs with the same or different lenders or (5) results in an
increase or decrease in the aggregate principal amount of loans made or to be
made thereunder or any other change in terms thereunder).

            "Credit Agreement Agent" means, at any time, the Person serving at
such time as the "Agent" or the "Administrative Agent" under the Credit
Agreement or any

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other representative of the First Lien Lenders then most recently designated as
such by the requisite percentage of such First Lien Lenders in a written notice
delivered to the trustee.

            "Cumulative Interest Expense" means the total amount of Consolidated
Interest Expense of the Company and its Restricted Subsidiaries for the period
beginning on the first day of the completed fiscal quarter immediately preceding
January 16, 2002, through and including the end of the last completed fiscal
quarter preceding the date of any proposed Restricted Payment; provided,
however, that Cumulative Interest Expense shall not include (1) any dividends
paid or accrued on Exchangeable Preferred Stock, (2) any dividends paid or
accrued on Junior Exchangeable Preferred Stock or (3) any dividends paid or
accrued on Class M Preferred Stock.

            "Cumulative Operating Cash Flow" means Operating Cash Flow of the
Company and its Restricted Subsidiaries for the period beginning on the first
day of the completed fiscal quarter immediately preceding January 16, 2002,
through and including the end of the last completed fiscal quarter preceding the
date of any proposed Restricted Payment.

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

            "Defaulted Interest" has the meaning specified in Section 3.08.

            "defeasance" has the meaning specified in Section 12.02.

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

            "Determination Date," with respect to a 2010 Securities Interest
Period, will be the second London Banking Day preceding the first day of such
2010 Securities Interest Period.

            "Distribution Compliance Period" means, with respect to the
Regulation S Securities, the "distribution compliance period" required by Rule
903(b)(2) of Regulation S applicable to such Securities.

            "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States or the District of Columbia.

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

            "DWAC" has the meaning specified in Section 3.06(b)(i)(E).

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            "Equity Offering" means any public or private sale of Qualified
Capital Stock by the Company for the account of the Company.

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

            "Event of Default" has the meaning specified in Section 5.01.

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

            "Exchange Indentures" means the indentures under which the Senior
Subordinated Exchange Debentures and the Additional Senior Subordinated Exchange
Debentures may be issued.

            "Exchange Offer" means an offer made pursuant to an effective
registration statement under the Securities Act by the Company to exchange all
or a portion of the Outstanding Securities (except for the differences provided
for herein) for Exchange Securities.

            "Exchangeable Preferred Stock" means the 113/8% Senior Exchangeable
Preferred Stock of the Company.

            "Exchangeable Preferred Stock PIK Dividends" means dividends on the
Exchangeable Preferred Stock paid in the form of additional shares of
Exchangeable Preferred Stock during the period beginning on the first day of the
completed fiscal quarter immediately preceding January 16, 2002 and ending on
the Issue Date, up to the maximum amount of such dividends permitted to be paid
in such form during such period pursuant to the Certificate of Designation of
Voting Power, Preferences and Relative, Participating, Optional and other
Special Rights and Qualifications, Limitations and Restrictions of the
Exchangeable Preferred Stock, as in effect on the Issue Date.

            "Exchange Registration Statement" means a registration statement of
the Company under the Securities Act registering Exchange Securities for
distribution pursuant to an Exchange Offer.

            "Exchange Securities" means the Securities designated as such in the
first paragraph of the recitals of the Company, all of which are to be issued
pursuant to an Exchange Offer or sold pursuant to a Shelf Registration Statement
and their Successor Securities.

            "Existing Indebtedness" has the meaning specified in Section
10.08(f).

            "Existing Preferred Stock" has the meaning specified in Section
10.09(a).

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

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            "Fair Market Value" means, with respect to any assets or Person, the
price which could be negotiated in an arm's-length, free-market transaction
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value will be
determined (1) if such Person or assets have a Fair Market Value of up to $2.5
million, by any executive officer of the Company and evidenced by an Officers'
Certificate, dated within 30 days of the relevant transaction, (2) if such
Person or assets have a Fair Market Value equal to or in excess of $2.5 million
but not in excess of $10.0 million, by a majority of the Board of Directors of
the Company and evidenced by a Board Resolution, dated within 30 days of the
relevant transaction or (3) if such Person or assets have a Fair Market Value in
excess of $10.0 million, by a majority of the Board of Directors of the Company
and evidenced by a Board Resolution, dated within 30 days of the relevant
transaction, based on an appraisal of an independent appraiser of national
reputation.

            "FCC" means the Federal Communications Commission, or any other
similar or successor agency of the Federal government administering the
Communications Act.

            "FCC License" means any cellular telephone, microwave, personal
communications or other license, authorization, certificate of compliance,
franchise, approval or permit, whether for the construction and/or the operation
of any System, granted or issued by the FCC.

            "First Lien Agent" means the Credit Agreement Agent or, after the
Credit Agreement and all commitments to extend credit thereunder have been
terminated, all letters of credit (if any) issued under the Credit Agreement
have been discharged or cash collateralized in accordance with the terms
thereof, and all First Lien Obligations outstanding under the Credit Agreement
have been paid in full in cash, a single representative of all holders of First
Lien Obligations most recently designated by the Company in an Officer's
Certificate delivered to the trustee or the successor of such representative in
its capacity as such.

            "First Lien Debt" means:

                  (1)   all Indebtedness of the Company and its Subsidiaries
            under the Credit Agreement that is (or, in the case of any
            reimbursement obligation for a letter of credit issued under the
            Credit Agreement or any loan required to be made under the Credit
            Agreement to satisfy such reimbursement obligation, was, when such
            letter of credit was issued), permitted to be Incurred by clause
            (b), (g) or (n) of the second paragraph under "Limitation on
            Consolidated Indebtedness"; and

                  (2)   Hedging Obligations that are designated as First Lien
            Debt by the Company.

            Notwithstanding anything to the contrary contained in clauses (1)
and (2) of this definition, any Indebtedness under the First Lien Documents
(including, without

                                       13
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limitation, any Hedging Obligations) shall constitute "First Lien Debt" (and the
Obligations of the Company and its Subsidiaries under such First Lien Documents
shall constitute First Lien Obligations) if the First Lien Agent shall have
received a representation or a deemed representation from the Company in the
First Lien Documents evidencing such Indebtedness (or a certificate from an
authorized officer of the Company delivered in connection with such First Lien
Documents) that such Indebtedness constitutes "First Lien Debt" (or that the
Obligations of the Company and its Subsidiaries under such First Lien Documents
shall constitute First Lien Obligations) under this Indenture (whether or not
such Indebtedness was at any time determined not to have been permitted to be
Incurred under this Indenture). The representation, deemed representation or
certificate referred to in the previous sentence shall be delivered (i) with
respect to Indebtedness, at the time such Indebtedness is Incurred, (ii) with
respect to Hedging Obligations, at the time the relevant Hedge Agreement is
executed and (iii) with respect to reimbursement obligations under letters of
credit or any loan required to be made under the Credit Agreement to satisfy
such reimbursement obligation, at the time such letter of credit was issued.

            "First Lien Documents" shall mean the Credit Agreement, the First
Lien Security Documents, all Hedge Agreements evidencing Hedging Obligations
that constitute First Lien Debt and all other documents and instruments executed
or delivered pursuant to any First Lien Document as the same may be amended,
restated, replaced, refinanced, renewed, extended, supplemented or modified from
time to time.

            "First Lien Lenders" means, at any time, the parties to the Credit
Agreement then holding (or committed to provide) loans, letters of credit or
other extensions of credit that constitute (or when provided will constitute)
First Lien Obligations under the Credit Agreement.

            "First Lien Obligation Period" means any period during which (1) any
First Lien Obligations are outstanding (other than unmatured indemnity
obligations), (2) any commitments pursuant to which First Lien Obligations may
be Incurred are in effect or (3) any letters of credit issued under any First
Lien Documents are outstanding but have not been discharged or fully cash
collateralized in accordance with the terms of the applicable First Lien
Document.

            "First Lien Obligations" means the First Lien Debt and all other
Obligations of the Company or any of its Subsidiaries under the First Lien
Documents.

            "First Lien Security Documents" means one or more security
agreements, pledge agreements, collateral assignments, control agreements,
mortgages, deeds of trust or other grants or transfers for security executed and
delivered by the Company or any of its Subsidiaries creating a Lien upon
property owned or to be acquired by the Company or such Subsidiary in favor of
any holder or holders of First Lien Obligations, or any trustee, agent or
representative acting for any such holders, as security for any First Lien
Obligations, as the same may be amended, restated, replaced, refinanced,
renewed, extended, supplemented or modified from time to time.

                                       14
<PAGE>

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

            "Global Securities" has the meaning specified in Section 2.01.

            "Governmental Entity" means any domestic or foreign international,
national, federal, state, provincial or local governmental, regulatory or
administrative authority, agency, commission, court, tribunal, arbitral body or
self-regulated entity, including, without limitation, the FCC and the
Commission.

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

            "Guarantor" means each of the Company's Restricted Subsidiaries (and
each of the Company's Unrestricted Subsidiaries that becomes a Restricted
Subsidiary) that has not been released from its liability under its Subsidiary
Guarantee in accordance with the terms of this Indenture.

            "Hedge Agreements" means any interest rate or currency exchange rate
swap, cap, collar, floor, caption, or swaption agreements, or any similar
arrangements arising at any time between the Company or any Restricted
Subsidiary, on the one hand, and any Person, on the other hand, as such
agreement or arrangement may be modified, supplemented and in effect from time
to time.

            "Hedging Obligations" means any Obligations in respect of
Indebtedness permitted to be Incurred pursuant to clause (e) of Section 10.08.

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

            "Incur" means, with respect to any Indebtedness or other obligation
of any Person, to create, issue, incur (by conversion, exchange, or otherwise),
assume, guarantee, or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise, of
any such Indebtedness or other obligation on the balance sheet of such Person
(and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing).

                                       15
<PAGE>

            "Indebtedness" means (without duplication), with respect to any
Person:

                  (1)   every obligation of such Person for money borrowed,

                  (2)   every obligation of such Person evidenced by bonds,
      debentures, notes or similar instruments, including obligations Incurred
      in connection with the acquisition of property, assets, or businesses,

                  (3)   every reimbursement or similar obligation of such Person
      with respect to letters of credit, bankers' acceptances, or similar
      facilities issued for the account of such Person,

                  (4)   every obligation of such Person issued or assumed as the
      deferred and unpaid purchase price of property or services (but excluding
      trade accounts payable or accrued liabilities arising in the ordinary
      course of business),

                  (5)   every Capital Lease Obligation of such Person,

                  (6)   the maximum fixed redemption or repurchase price of
      Redeemable Stock of such Person at the time of determination,

                  (7)   Attributable Debt of such Person with respect to any
      Sale and Leaseback Transaction to which such Person is a party,

                  (8)   all obligations under Hedge Agreements,

                  (9)   every obligation of the type referred to in clauses (1)
      through (8) of another Person and all dividends of another Person the
      payment of which, in either case, such Person has guaranteed or is
      responsible or liable, directly or indirectly, as obligor, guarantor, or
      otherwise or for which such Person provides any form of credit support,
      and if such credit support takes the form of a Lien on any assets of the
      specified Person (which Lien is permitted to be Incurred by this
      Indenture) where such Indebtedness is without recourse to such Person, the
      amount of such Indebtedness will be the lesser of (A) the Fair Market
      Value of such assets as of the date of determination and (B) the amount of
      such Indebtedness, and

                  (10)  the liquidation value of Preferred Stock of a Subsidiary
      of such Person issued and outstanding, except for Preferred Stock held by
      such Person (or one of its Wholly Owned Restricted Subsidiaries);

provided, that for all purposes of this Indenture,

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

                                       16
<PAGE>

                  (B)   Indebtedness shall not include any liability for
      federal, state, local, or other taxes and

                  (C)   in the event that any of the Company's Qualified Capital
      Stock is classified as indebtedness because of a change in GAAP occurring
      after the Issue Date or SFAS 150, such Qualified Capital Stock shall not
      be included in "Indebtedness."

For purposes of this Indenture, the amount of any Indebtedness under any Hedge
Agreement shall be the amount determined in respect thereof as of the end of the
then most recently ended fiscal quarter of such Person, based on the assumption
that such Hedge Agreement had terminated at the end of such fiscal quarter, and
in making such determination, if such Hedge Agreement or any related agreement
provides for the netting of amounts payable by and to such Person thereunder or
if any such agreement provides for the simultaneous payment of amounts by and to
such Person, then, in each such case, the amount of such obligations shall be
the net amount so determined, unless the counterparty under such agreement is in
default under such agreement or defaults in making the corresponding payment to
such Person.

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

            "Initial Purchasers" means (1) with respect to the Original
Securities issued on the Issue Date, Lehman Brothers Inc., Banc of America
Securities LLC and Lazard Freres & Co. LLC and (2) with respect to Original
Securities issued after the Issue Date, the initial purchasers of such
Securities from the Company in connection with an exempt offering of Securities
to "qualified institutional buyers" (as such term is defined in Rule 144A) and
to other persons.

            "Intercompany Indebtedness" has the meaning specified in Section
10.08.

            "Intercreditor Agreement" means the Intercreditor Agreement, dated
as of the Issue Date, among the First Lien Agent, the Collateral Trustee, the
Company and the Guarantors, as amended, supplemented, restated, or otherwise
modified from time to time or replaced in accordance with Section 13.09(c) or
(d).

            "Interest Payment Date" means, (i) with respect to a 2010 Security,
a 2010 Securities Interest Payment Date and (ii) with respect to a 2012
Security, a 2012 Securities Interest Payment Date.

            "Interest Period" means the period commencing on and including an
Interest Payment Date and ending on and including the day immediately preceding
the next succeeding Interest Payment Date, with the exception that the first
Interest Period for each class of Original Securities shall commence on and
include the Issue Date.

                                       17
<PAGE>

            "Investment" by any Person in any other Person means (without
duplication):

                  (1)   the acquisition (whether by purchase, merger,
      consolidation, or otherwise) by such Person (whether for cash, property,
      services, securities, or otherwise) of Capital Stock, bonds, notes,
      debentures, partnership or other ownership interests, or other securities
      of such other Person;

                  (2)   the making by such Person of any deposit with, or
      advance, loan or other extension of credit to, such other Person or any
      commitment to make any such advance, loan, or extension;

                  (3)   the entering into by such Person of any guarantee of, or
      other contingent obligation with respect to, Indebtedness or other
      liability of such other Person;

                  (4)   the making of any capital contribution by such Person to
      such other Person; and

                  (5)   the designation by the Board of Directors of the Company
      of any Person to be an Unrestricted Subsidiary.

      For purposes of Section 10.10,

            (A)   "Investment" shall include and be valued at the Fair Market
Value of such Person's pro rata interest in the net assets of any Restricted
Subsidiary at the time that such Restricted Subsidiary is designated an
Unrestricted Subsidiary and shall exclude the lesser of (x) the Fair Market
Value of such Person's pro rata interest in the net assets of any Unrestricted
Subsidiary at the time that such Unrestricted Subsidiary is designated a
Restricted Subsidiary and (y) the Fair Market Value of the amount of such
Person's Investments (other than Permitted Investments) made in (net of cash
distributions received from) such Unrestricted Subsidiary since the Issue Date,
and

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

            "Investment Grade" means a rating of the relevant debt obligation of
a Person by both S&P and Moody's in one of such agency's four highest generic
rating categories that signifies investment grade (i.e., currently BBB- (or the
equivalent) or higher by S&P and Baa3 (or the equivalent) or higher by Moody's);
provided in each case such ratings are publicly available; provided further that
in the event either S&P or Moody's is no longer in existence for purposes of
determining whether such debt obligations are rated "Investment Grade," such
organization may be replaced by a nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act) designated by the
Company, written notice of which shall be given to the Trustee.

                                       18
<PAGE>

            "Issue Date" means the time and date of the first issuance of the
Original Securities.

            "Junior Exchangeable Preferred Stock" means the 12-1/4% Junior
Exchangeable Preferred Stock of the Company.

            "Junior Exchangeable Preferred Stock PIK Dividends" means dividends
on the Junior Exchangeable Preferred Stock paid in the form of additional shares
of Junior Exchangeable Preferred Stock during the period beginning on the first
day of the completed fiscal quarter immediately preceding January 16, 2002 and
ending on February 16, 2005, up to the maximum amount of such dividends
permitted to be paid in such form during such period pursuant to the Certificate
of Designation of Voting Power, Preferences and Relative, Participating,
Optional and other Special Rights and Qualifications, Limitations and
Restrictions of the Junior Exchangeable Preferred Stock, as in effect on the
Issue Date.

            "LIBOR," with respect to a 2010 Securities Interest Period, will be
the rate (expressed as a percentage per annum) for deposits in United States
dollars for three-month periods beginning on the first day of such 2010
Securities Interest Period that appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on the Determination Date. If Telerate Page 3750 does not include
such a rate or is unavailable on a Determination Date, the Calculation Agent
will request the principal London office of each of four major banks in the
London interbank market, as selected by the Calculation Agent, to provide such
bank's offered quotation (expressed as a percentage per annum), as of
approximately 11:00 a.m., London time, on such Determination Date, to prime
banks in the London interbank market, for deposits in a Representative Amount in
United States dollars for a three-month period beginning on the first day of
such 2010 Securities Interest Period. If at least two such offered quotations
are so provided, LIBOR for the 2010 Securities Interest Period will be the
arithmetic mean of such quotations. If fewer than two such quotations are so
provided, the Calculation Agent will request each of three major banks in New
York City, as selected by the Calculation Agent, to provide such bank's rate
(expressed as a percentage per annum), as of approximately 11:00 a.m., New York
City time, on such Determination Date, for loans in a Representative Amount in
United States dollars to leading European banks for a three-month period
beginning on the first day of such 2010 Securities Interest Period. If at least
two such rates are so provided, LIBOR for the 2010 Securities Interest Period
will be the arithmetic mean of such rates. If fewer than two such rates are so
provided, then LIBOR for such 2010 Securities Interest Period will be LIBOR in
effect with respect to the immediately preceding 2010 Securities Interest
Period.

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

                                       19
<PAGE>

retention agreement having substantially the same economic effect as any of the
foregoing).

            "Liquidated Damages" means the liquidated damages payable under the
Registration Rights Agreement.

            "London Banking Day" is any day in which dealings in United States
dollars are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market.

            "Marketable Securities" has the meaning specified in Section 10.14.

            "Material Adverse Effect" means any material adverse effect upon (a)
the business, assets, liabilities, financial condition, results of operations,
properties, or business prospects of the Company and its Restricted Subsidiaries
on a consolidated basis, taken as a whole, or (b) the binding nature, validity,
or enforceability of this Indenture, the Securities, the Subsidiary Guarantees,
the Collateral Documents, the Intercreditor Agreement, or upon the ability of
the Company and its Restricted Subsidiaries to perform the payment obligations
or other material obligations under any of the foregoing or upon the value of
the Collateral or upon the rights, benefits or interests of the Holders in and
to the Securities Obligations or the rights of the trustee and the Holders in
the Collateral; in either case, whether resulting from any single act, omission,
situation, status, event or undertaking, or taken together with other such acts,
omissions, situations, statuses, events or undertakings.

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

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

            "Net Cash Proceeds" means the aggregate amount of cash and Cash
Equivalents received by the Company and its Restricted Subsidiaries in respect
of an Asset Sale (including upon the conversion to cash or Cash Equivalents of
(a) any note or installment receivable at any time or (b) any other property as
and when any cash and Cash Equivalents are received in respect of any property
received in an Asset Sale but only to the extent such cash or Cash Equivalents
are received within one year after such Asset Sale), less all out-of-pocket
fees, commissions, and other expenses incurred in connection with such Asset
Sale, including the amount (estimated in good faith by the Board of Directors of
the Company) of income, franchise, sales, and other applicable taxes required to
be paid by the Company or any Restricted Subsidiary of the Company in connection
with such Asset Sale.

            "Non-Recourse Debt" means Indebtedness:

                  (1)   as to which neither the Company nor any of its
      Restricted Subsidiaries:

                                       20
<PAGE>

                        (A)   provides credit support of any kind (including any
            undertaking, agreement, or instrument that would constitute
            Indebtedness);

                        (B)   is directly or indirectly liable, as a guarantor
            or otherwise; or

                        (C)   constitutes the lender other than with respect to
            amounts that are lent by the Company or one of its Restricted
            Subsidiaries to an Unrestricted Subsidiary in compliance with
            Sections 10.10 and 10.13 hereof and are otherwise permitted by this
            Indenture;

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

                  (3)   as to which the lenders will not have any recourse to
      the assets of the Company or the stock or assets of any of its Restricted
      Subsidiaries.

            "Notice of Default" has the meaning specified in Section 5.01(e).

            "Obligations" means any principal, interest, penalties, fees,
indemnities, reimbursement obligations, guarantee obligations, costs, expenses
(including fees and disbursements of counsel), damages and other liabilities and
obligations, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with the documentation governing or made, delivered or
given in connection with, any Indebtedness (including, without limitation,
interest accruing at the then applicable rate provided in such documentation
after the maturity of such Indebtedness and interest accruing at the then
applicable rate provided in such documentation after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Company or any Restricted Subsidiary, whether or not
a claim for post-filing or post-petition interest is allowed in such
proceeding).

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

            "Offer to Purchase" means a written offer (the "Offer") sent by the
Company to each Holder at his, her or its address appearing in the Security
Register on the date of the Offer offering to purchase up to the principal
amount of Securities specified in such Offer at the purchase price specified in
such Offer. Unless otherwise required by applicable law, the Offer shall specify
an expiration date (the "Expiration Date") of the Offer to Purchase which,
subject to any contrary requirements of applicable law, shall be not less than
30 days nor more than 60 days after the date of such Offer to Purchase (or, in
the case of any Offer to Purchase made prior to the occurrence of the

                                       21
<PAGE>

Change of Control and contingent upon such occurrence, the later of (x) 60 days
after the date of such Offer to Purchase and (y) the date of occurrence of such
Change of Control) and a settlement date (the "Purchase Date") for purchase of
Securities within five Business Days after the Expiration Date.

            The Offer shall also state:

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

            (2)   the Expiration Date and the Purchase Date;

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

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

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

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

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

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

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

                                       22
<PAGE>

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

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

            "Offering Memorandum" means the Offering Memorandum, dated March 15,
2004, with respect to the offering of the Original Securities to be issued on
the Issue Date.

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

            "Operating Cash Flow" for any Person for any period means:

                  (1)   the Consolidated Net Income of such Person for such
            period, plus

                  (2)   the sum, without duplication (and only to the extent
            such amounts are deducted in determining such Consolidated Net
            Income), of:

                        (A)   the provisions for income taxes for such period
                  for such Person and its Restricted Subsidiaries, determined on
                  a consolidated basis in accordance with GAAP,

                        (B)   depreciation, amortization and other non-cash
                  charges of such Person and its Restricted Subsidiaries,
                  determined on a consolidated basis in accordance with GAAP,
                  and

                        (C)   Consolidated Interest Expense of such Person for
                  such period,

                  less the amount of all cash payments made during such period
                  by such Person and its Restricted Subsidiaries to the extent
                  such payments relate to non-cash charges that were added back
                  in determining Operating Cash Flow for such period or for any
                  prior

                                       23
<PAGE>

                  period (and only to the extent such amounts are included in
                  determining such Consolidated Net Income).

In the case of a Restricted Subsidiary that is not a Wholly Owned Restricted
Subsidiary, the determination of the percentage of the Operating Cash Flow of
such Restricted Subsidiary that is to be included in the calculation of the
Company's Operating Cash Flow shall be made on a pro forma basis on the
assumption that the percentage of the Company's common equity interest in such
Restricted Subsidiary throughout the applicable Reference Period was equivalent
to its common equity interest on the date of the determination.

            "Operating Cash Flow Ratio" means, on any date (the "Transaction
Date"), with respect to any Person, the ratio of

                  (1)   Consolidated Indebtedness of such Person and its
            Restricted Subsidiaries on the Transaction Date (after giving pro
            forma effect to the Incurrence of any Indebtedness and the
            application of the proceeds thereof on such Transaction Date)
            divided by

                  (2)   the aggregate amount of Operating Cash Flow during the
            Reference Period of such Person;

provided, that for purposes of such computation, in calculating Operating Cash
Flow and Consolidated Indebtedness:

                        (A)   the transaction giving rise to the need to
            calculate the Operating Cash Flow Ratio will be assumed to have
            occurred (on a pro forma basis) on the first day of the Reference
            Period;

                        (B)   acquisitions that have been made by such Person or
            any of its Restricted Subsidiaries, including through
            consolidations, amalgamations, combinations or mergers during the
            Reference Period or subsequent thereto and on or prior to the
            Transaction Date will be given effect (on a pro forma basis) as if
            they had occurred on the first day of the Reference Period;

                        (C)   businesses disposed of by such Person or any of
            its Restricted Subsidiaries during the Reference Period or
            subsequent thereto and on or prior to the Transaction Date will be
            given effect (on a pro forma basis) as if they had occurred on the
            first day of the Reference Period;

                        (D)   the Indebtedness of any Restricted Subsidiary that
            is not a Wholly Owned Restricted Subsidiary shall be determined in
            accordance with the actual percentage of the Person's common equity
            interest in such Restricted Subsidiary on the date of determination
            of the Operating Cash Flow Ratio (thus, for example, in the case of
            a Restricted Subsidiary in which such Person owns a 51% common
            equity interest,

                                       24
<PAGE>

            51% of such Subsidiary's Indebtedness would be included in the
            calculation of such Person's aggregate Indebtedness); and

                        (E)   except as provided in clause (7) of Section 10.10,
            (i) the Exchangeable Preferred Stock and the Junior Exchangeable
            Preferred Stock outstanding on the Issue Date (and any accrued but
            unpaid dividends on such Preferred Stock), (ii) any Junior
            Exchangeable Preferred Stock issued as Junior Exchangeable Preferred
            Stock PIK Dividends (and any accrued but unpaid dividends thereon)
            and (iii) the Class M Preferred Stock outstanding on the Issue Date
            shall be excluded from Consolidated Indebtedness.

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

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

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

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

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

                        (iii) Securities which have been replaced pursuant to
Section 3.07 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand,

                                       25
<PAGE>

authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

            "Pari Passu Indebtedness" means any Indebtedness of the Company or
any Guarantor that is not subordinated in right of payment to any other
Indebtedness of the Company or such Guarantor, as the case may be.

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

            "Payment Default" has the meaning specified in Section 5.01(f).

            "Permitted Investments" means:

                  (1)   Investments in Cash Equivalents;

                  (2)   Investments in the Company or a Restricted Subsidiary;

                  (3)   Investments in a Person substantially all of whose
            assets are of a type generally used in a Wireless Communications
            Business (an "Acquired Person") if, as a result of such Investments,
            (A) the Acquired Person immediately thereupon becomes a Restricted
            Subsidiary or (B) the Acquired Person immediately thereupon either
            (a) is merged or consolidated with or into the Company or any
            Restricted Subsidiary or (b) transfers or conveys all or
            substantially all of its assets to, or is liquidated into, the
            Company or any of its Restricted Subsidiaries;

                  (4)   Investments in accounts and notes receivable acquired in
            the ordinary course of business;

                  (5)   any securities received in connection with an Asset Sale
            and any Investment with the Net Cash Proceeds from any Asset Sale in
            Capital Stock of a Person, all or substantially all of whose assets
            are of a

                                       26
<PAGE>

            type used in a Wireless Communications Business, that complies with
            Section 10.14;

                  (6)   advances and prepayments for asset purchases in the
            ordinary course of business in a Wireless Communications Business of
            the Company or a Restricted Subsidiary;

                  (7)   customary loans or advances made in the ordinary course
            of business to officers, directors, or employees of the Company or
            any of its Restricted Subsidiaries for travel, entertainment, and
            moving and other relocation expenses not to exceed $5.0 million at
            any one time outstanding;

                  (8)   the purchase of Cooperative Bank Equity in Cooperative
            Banks to the extent required by the charter documents of such
            Cooperative Banks in connection with the Incurrence of any
            Indebtedness which is provided by such Cooperative Banks under the
            Credit Agreement, provided that such Incurrence is permitted under
            the terms of this Indenture;

                  (9)   Investments in Wireless Alliance not exceeding $10.0
            million in the aggregate made after January 16, 2002;

                  (10)  Investments received in satisfaction of judgments,
            settlements of debt or compromises of obligations incurred in the
            ordinary course of business, including pursuant to any plan of
            reorganization or similar arrangement upon the bankruptcy or
            insolvency of any trade creditor or customer;

                  (11)  Investments arising from Hedge Agreements permitted to
            be Incurred pursuant to clause (e) of Section 10.08;

                  (12)  Investments in any Person, which Investments have an
            aggregate Fair Market Value, measured on the date each such
            Investment is made and without giving effect to subsequent changes
            in value, when taken together with all other Investments made
            pursuant to this clause (12) since the Issue Date not exceeding
            $15.0 million;

                  (13)  receivables owing to the Company or any Restricted
            Subsidiary if created or acquired in the ordinary course of business
            and payable or dischargeable in accordance with customary trade
            terms;

                  (14)  Investments that are deemed to have been made as a
            result of the acquisition of a Person that at the time of such
            acquisition held instruments constituting Investments that were not
            acquired in contemplation of the acquisition of such Person (only to
            the extent that the making of such Investment through the
            acquisition of such Person was

                                       27
<PAGE>

            already deemed to be a Restricted Payment made pursuant to Section
            10.10 as of the date of such acquisition); and

                  (15)  Investments in prepaid expenses and lease, utility and
            workers' compensation performance and other similar deposits.

            "Permitted Liens" means:

                  (1)   Liens existing on the Issue Date securing obligations of
            the Company or any of its Restricted Subsidiaries outstanding on the
            Issue Date, other than Indebtedness under the Credit Agreement;

                  (2)   Liens securing Indebtedness of the Company or any
            Restricted Subsidiary under the Credit Agreement, which Indebtedness
            is permitted to be Incurred under clause (b), (g) or (n) of Section
            10.08;

                  (3)   Second Priority Liens securing Indebtedness permitted to
            be Incurred under clause (a) of Section 10.08;

                  (4)   Second Priority Liens securing Pari Passu Indebtedness
            permitted to be Incurred under the first paragraph of Section 10.08;
            provided that, (i) at the time such Indebtedness is Incurred, the
            Company's Senior Secured Operating Cash Flow Ratio would be less
            than 3.25 to 1.0; (ii) such Indebtedness has an Average Life and
            final stated maturity that is equal to or greater than that of the
            latest Stated Maturity of the then Outstanding Securities; (iii)
            such Second Priority Liens are on an equal and ratable basis with
            the Second Priority Liens securing the Securities Obligations; and
            (iv) the assets securing such Pari Passu Indebtedness also are a
            part of the Collateral;

                  (5)   Liens in favor of the Company or any Guarantor;

                  (6)   Liens to secure Indebtedness of the Company or a
            Restricted Subsidiary outstanding or committed for the purpose of
            financing all or any part of the purchase price or the cost of
            construction or improvement of the equipment or other property
            subject to such Liens; provided, however, that (a) the principal
            amount of any Indebtedness secured by such a Lien does not exceed
            100% of such purchase price or cost, (b) such Lien does not extend
            to or cover any property other than such item of property or any
            improvements on such item, and (c) the Incurrence of such
            Indebtedness is otherwise permitted by the indenture;

                  (7)   (a) Liens on property existing immediately prior to the
            time of acquisition thereof (and not Incurred in anticipation of the
            financing of such acquisition) by the Company or any Restricted
            Subsidiary and (b) Liens in respect of Acquired Indebtedness
            existing at the time of the relevant acquisition by the Company;
            provided that such Liens do not

                                       28
<PAGE>

            extend to any assets of the Company other than the assets being
            acquired and as long as such Liens were not Incurred in anticipation
            of such acquisition;

                  (8)   Liens to secure Indebtedness to extend, renew, refinance
            or refund (or successive extensions, renewals, refinancings or
            refundings), in whole or in part, Indebtedness secured by any Lien
            referred to in the foregoing clauses (1), (3), (5) and (6) so long
            as such Liens do not extend to any other property and the principal
            amount of Indebtedness so secured is not increased except for
            amounts relating to accrued interest, dividends and redemption
            premiums on the Indebtedness and fees, expenses, penalties and
            redemption premiums incurred in connection therewith;

                  (9)   Liens on any Permitted Investment in Cooperative Bank
            Equity in favor of any Cooperative Banks:

                  (10)  Liens Incurred or deposits made to secure the
            performance of statutory or regulatory obligations, surety or appeal
            bonds, performance bonds, deposits to secure the performance of
            tenders, bids, trade contracts, government contracts, import duties,
            payment of rent, leases (other than capital leases) or licenses or
            other obligations of a like nature incurred in the ordinary course
            of business, including, without limitation, landlord Liens on leased
            properties;

                  (11)  Liens for taxes, assessments or governmental charges or
            claims that are not yet delinquent, that are not yet subject to
            penalties or interest for non-payment or that are being contested in
            good faith by appropriate proceedings; provided that any reserve or
            other appropriate provision as is required in conformity with GAAP
            has been made therefor;

                  (12)  carriers', warehousemen's, mechanics', landlords',
            materialmen's, repairmen's, suppliers' or other like Liens arising
            in the ordinary course of business and deposits made to obtain the
            release of such Liens and with respect of obligations not overdue
            for a period in excess of 60 days or which are being contested in
            good faith by appropriate proceedings; provided, that any reserve or
            other appropriate provision as shall be required to conform with
            GAAP shall have been made therefor;

                  (13)  easements, rights-of-way, zoning ordinances and similar
            charges, restrictions, exceptions or other irregularities,
            reservations of, or rights of others for: licenses, sewers, electric
            lines, telegraph and telephone lines, and other similar encumbrances
            or title defects incurred, or leases or subleases granted to others,
            in the ordinary course of business, which do not in any case
            materially detract from the value of the property subject thereto or
            do not materially interfere with the ordinary conduct of the
            business of the Company or any of its Restricted Subsidiaries;

                                       29
<PAGE>

                  (14)  Liens in favor of customs and revenue authorities to
            secure payment of customs duties in connection with the importation
            of goods in the ordinary course of business and other similar Liens
            arising in the ordinary course of business;

                  (15)  Liens (other than any Lien imposed by ERISA or any rule
            or regulation promulgated thereunder) Incurred or pledges or
            deposits made in the ordinary course of business, in connection with
            workers' compensation, unemployment insurance and other types of
            social security;

                  (16)  deposits made in the ordinary course of business to
            secure liability to insurance carriers other than in connection with
            financing premiums;

                  (17)  any attachment, appeal or judgment Lien not constituting
            an Event of Default under clause (g) of Section 5.01;

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

                  (19)  any interest or title of a lessor or lessee or sublessor
            or sublessee under any operating lease entered into by the Company
            and its Restricted Subsidiaries in the ordinary course of business;

                  (20)  Liens arising from Uniform Commercial Code financing
            statement filings regarding operating leases entered into by the
            Company and its Restricted Subsidiaries in the ordinary course of
            business;

                  (21)  rights of set-off of as to deposit accounts or other
            funds maintained with a depository or other financial institution;

                  (22)  Liens on property subject to capital leases to the
            extent the related Capital Lease Obligation is permitted to be
            Incurred pursuant to clause (k) of Section 10.08;

                  (23)  Liens securing Hedge Agreements permitted to be Incurred
            pursuant to clause (e) of Section 10.08, so long as the related
            Indebtedness is, and this Indenture permits such related
            Indebtedness to be, secured by a Lien on the same property securing
            such Hedge Agreements and such Lien is of equal priority with the
            Lien securing such related Indebtedness;

                  (24)  Liens securing Indebtedness permitted to be Incurred
            pursuant to clause (j), (l) or (m) of Section 10.08; and

                  (25)  any other Liens in respect of any Indebtedness, which
            Indebtedness does not exceed $10 million in the aggregate.

                                       30
<PAGE>

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

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.07 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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

            "Purchase Agreement" means (1) with respect to the Original
Securities issued on the Issue Date, the Purchase Agreement, dated as of March
15, 2004, (and amended on March 25, 2004) among the Company and the Initial
Purchasers, as such agreement may be further amended from time to time and (2)
with respect to the Original Securities issued after the Issue Date, the
purchase agreement relating to the issuance of such Securities among the Company
and the Initial Purchasers, as such agreement may be amended from time to time.

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

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

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

            "Qualified Capital Stock" means, with respect to any Person, any and
all shares of Capital Stock other than Redeemable Stock.

            "Qualified Capital Stock Proceeds" means, with respect to any
Person,

            (1)   in the case of any sale of Qualified Capital Stock, the
aggregate net cash proceeds received by such Person (plus 70% of the Fair Market
Value of long-term assets that are used or usable in a Wireless Communications
Business), after payment of expenses, commissions, and the like Incurred by such
Person in connection therewith, and net of Indebtedness that such Person
Incurred, guaranteed, or otherwise became liable for in connection with the
issuance or acquisition of such Capital Stock; and

            (2)   in the case of any exchange, exercise, conversion, or
surrender of any Redeemable Stock or Indebtedness of such Person issued (other
than to any Subsidiary) for cash after January 16, 2002 for or into shares of
Qualified Capital Stock

                                       31
<PAGE>

of such Person, the liquidation value of the Redeemable Stock or the net book
value of such Indebtedness as adjusted on the books of such Person to the date
of such exchange, exercise, conversion, or surrender, plus any additional amount
paid by the securityholders to such Person upon such exchange, exercise,
conversion, or surrender and less any and all payments made to the
securityholders, and all other expenses, commissions and the like Incurred by
such Person or any Subsidiary in connection therewith.

            "Redeemable Stock" of any Person means any Capital Stock that, by
its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation, is required to be redeemed
prior to the 91st day after the final Stated Maturity of the 2012 Securities or
is redeemable at the option of the holder thereof at any time prior to the 91st
day after the final Stated Maturity of the 2012 Securities, except to the extent
such Capital Stock is solely redeemable with any Capital Stock that is not
Redeemable Stock; provided that:

                  (1)   only the portion of the Capital Stock which is
            mandatorily redeemable or is so redeemable at the option of the
            holder prior to such date shall be deemed Redeemable Stock;

                  (2)   if such Capital Stock is issued in the ordinary course
            of business to any employee or to any plan for the benefit of
            employees of the Company or its Subsidiaries or by any such plan to
            such employees, such Capital Stock shall not constitute Redeemable
            Stock solely because it may be required to be repurchased by the
            Company or any of its Subsidiaries in order to satisfy applicable
            statutory or regulatory obligations or as a result of such
            employee's termination, death or disability; and

                  (3)   any Capital Stock that would not constitute Redeemable
            Stock but for provisions in it giving holders thereof the right to
            require such Person to repurchase or redeem such Capital Stock upon
            the occurrence of a "change of control" or "asset sale" occurring
            prior to the final Stated Maturity of the Securities shall not
            constitute Redeemable Stock if the "change of control" or "asset
            sale" provisions applicable to such Capital Stock are no more
            favorable to the holders of such Capital Stock than the provisions
            of Sections 10.14 or 10.16, as applicable, in this Indenture and
            such Capital Stock specifically provides that such Person will not
            repurchase or redeem any such Capital Stock pursuant to such
            provision prior to the Company's repurchase of the Securities as
            required pursuant to Sections 10.14 or 10.16, as applicable.

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

                                       32
<PAGE>

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

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

            "Registered Securities" means the Exchange Securities and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

            "Registration Rights Agreement" means (1) with respect to the
Original Securities issued on the Issue Date, the Registration Rights Agreement,
dated as of March 25, 2004, by and among the Company, the Guarantors and the
Initial Purchasers, as such agreement may be amended from time to time, and (2)
with respect to Original Securities issued after the Issue Date, any
Registration Rights Agreement among the Company and the Initial Purchasers
providing for the issuance of Exchange Securities in an Exchange Offer
registered on an Exchange Registration Statement and the registration of the
resale of Securities under a Shelf Registration Statement, as each such
agreement may be amended from time to time.

            "Regular Record Date" means, (i) with respect to a 2010 Security, a
2010 Securities Regular Record Date and (ii) with respect to a 2012 Security, a
2012 Securities Regular Record Date.

            "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

            "Regulation S Global Security" has the meaning specified in Section
2.01.

            "Regulation S Securities" means the Securities, if any, issued in
reliance on Regulation S.

            "Representative Amount" means a principal amount of not less than
U.S.$1,000,000 for a single transaction in the relevant market at the relevant
time.

            "Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws, the partnership agreement or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination, judgment, writ, injunction, decree or order of an arbitrator or a
court or other governmental authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

            "Restricted Global Security" has the meaning specified in Section
2.01.

                                       33
<PAGE>

            "Restricted Payment" means, with respect to any Person:

                  (1)   any declaration or payment of a dividend or making any
            other payment or other distribution (including, without limitation,
            any payment in connection with any merger or consolidation involving
            such Person or any Restricted Subsidiary of such Person) on or on
            account of any shares of Capital Stock of such Person or any
            Restricted Subsidiary of such Person (other than a dividend payable
            solely in shares of the Qualified Capital Stock of such Person or
            options, warrants, or other rights to acquire the Qualified Capital
            Stock of such Person and other than any declaration or payment of a
            dividend or other distribution by a Restricted Subsidiary to the
            Company or another Wholly Owned Restricted Subsidiary of the
            Company);

                  (2)   any payment on account of the purchase, redemption,
            retirement, or acquisition (including by way of issuing any
            Indebtedness or Redeemable Stock in exchange for Qualified Capital
            Stock) of (A) any shares of Capital Stock (including, without
            limitation, the Exchangeable Preferred Stock, the Junior
            Exchangeable Preferred Stock and the Class M Preferred Stock) of
            such Person or any Subsidiary of such Person held by Persons other
            than such Person or any of its Restricted Subsidiaries or any shares
            of Capital Stock of the direct or indirect parent of such Person or
            (B) any option, warrant, or other right to acquire shares of Capital
            Stock of such Person or any Restricted Subsidiary of such Person or
            any of its Restricted Subsidiaries, in each case, other than
            pursuant to the cashless exercise of options, warrants or other
            rights to acquire Capital Stock of such Person;

                  (3)   any Investment (other than a Permitted Investment) made
            by such Person; and

                  (4)   any payment on or with respect to any Subordinated
            Indebtedness of such Person or any redemption, defeasance,
            repurchase, or other acquisition or retirement for value prior to
            any scheduled maturity, repayment, or sinking fund payment, of any
            Subordinated Indebtedness of such Person, except a payment of
            interest or principal at the Stated Maturity thereof;

            provided that the term "Restricted Payment" does not include (i) the
payment of a dividend or other distribution by any Restricted Subsidiary on
shares of its Capital Stock that is paid pro rata to all holders of such Capital
Stock or (ii) the payment of an Exchangeable Preferred Stock PIK Dividend or a
Junior Exchangeable Preferred Stock PIK Dividend.

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

                                       34
<PAGE>

            "Rule 144" means Rule 144 under the Securities Act (or any successor
provision) as it may be amended from time to time.

            "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

            "Rule 144A Securities" means the Securities purchased by the Initial
Purchasers from the Company pursuant to the Purchase Agreement, other than the
Regulation S Securities.

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

            "Sale and Leaseback Transaction" of any Person means an arrangement
with any lender or investor or to which such lender or investor is a party
providing for the leasing by such Person of any property or asset of such Person
which has been or is being sold or transferred by such Person more than 270 days
after the acquisition thereof or the completion of construction or commencement
of operation thereof to such lender or investor or to any Person to whom funds
have been or are to be advanced by such lender or investor on the security of
such property or asset. The stated maturity of such arrangement shall be the
date of the last payment of rent or any other amount due under such arrangement
prior to the first date on which such arrangement may be terminated by the
lessee without payment of a penalty.

            "Second Lien Obligations" means the Securities Obligations and any
other Obligations of the Company or the Guarantors that are secured by Second
Priority Liens.

            "Second Priority Liens" has the meaning set forth in Section 13.01.

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

            "Securities Act" means the Securities Act of 1933.

            "Securities Act Legend" means a legend substantially in the form of
the legend required in the form of Security set forth in Section 2.02 to be
placed upon a Rule 144A Security or an Regulation S Security.

            "Securities Obligations" means the Securities, the Subsidiary
Guarantees and all other Obligations of any obligor or guarantor under this
Indenture, the Securities, the Exchange Securities and the Collateral Documents.

            "Security Registrar" and "Security Register" have the respective
meanings specified in Section 3.06.

            "Senior Secured Indebtedness" means all unsubordinated Indebtedness
of the Company or of any Restricted Subsidiary, whether outstanding on the Issue
Date or thereafter Incurred, that is either (1) secured by a Lien on any part of
the Collateral or

                                       35
<PAGE>

(2) secured by a Lien on any asset received in exchange for or otherwise in
respect of Collateral (including, without limitation, assets received under
Section 10.14 and assets subject to Permitted Liens under clause (7) of the
definition thereof) or any asset described in this clause (2), in each case,
including, without limitation, the Securities, all other Second Lien
Obligations, all Indebtedness outstanding under the Credit Agreement and all
other First Lien Obligations.

            "Senior Secured Operating Cash Flow Ratio" means, on any date (the
"Senior Secured Transaction Date"), with respect to any Person, the ratio of

                  (1)   consolidated Senior Secured Indebtedness of such Person
            and its Restricted Subsidiaries on the Senior Secured Transaction
            Date (after giving pro forma effect to the Incurrence of any
            Indebtedness and the application of the proceeds thereof on such
            Senior Transaction Date) divided by

                  (2)   the aggregate amount of Operating Cash Flow of such
            Person;

            provided, that for purposes of such computation, in calculating
Operating Cash Flow and consolidated Senior Indebtedness:

            (A)   the transaction giving rise to the need to calculate the
Senior Secured Operating Cash Flow Ratio will be assumed to have occurred (on a
pro forma basis) on the first day of the Reference Period;

            (B)   acquisitions that have been made by such Person or any of its
Restricted Subsidiaries, including through consolidations, amalgamations,
combinations or mergers during the Reference Period or subsequent thereto and on
or prior to the Senior Secured Transaction Date will be given effect (on a pro
forma basis) as if they had occurred on the first day of the Reference Period;

            (C)   businesses disposed of by such Person or any of its Restricted
Subsidiaries during the Reference Period or subsequent thereto and on or prior
to the Senior Secured Transaction Date will be given effect (on a pro forma
basis) as if they had occurred on the first day of the Reference Period; and

            (D)   the Indebtedness of any Restricted Subsidiary that is not a
Wholly Owned Restricted Subsidiary shall be determined in accordance with the
actual percentage of the Person's common equity interest in such Restricted
Subsidiary on the date of determination of the Senior Secured Operating Cash
Flow Ratio (thus, for example, in the case of a Restricted Subsidiary in which
such Person owns a 51% common equity interest, 51% of such Subsidiary's
Indebtedness would be included in the calculation of such Person's aggregate
Indebtedness).

            "Senior Subordinated Exchange Debentures" means the senior
subordinated debentures that may be issued by the Company in accordance with the
terms of the Exchangeable Preferred Stock in effect on the Issue Date.

                                       36
<PAGE>

            "Senior Secured Transaction Date" has the meaning specified in the
definition of Senior Operating Cash Flow Ratio.

            "SFAS 150" means Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity," of
the Financial Accounting Standards Board.

            "Shelf Registration Statement" means a "shelf" registration
statement under which resales of Securities by the holders thereof are
registered under the Securities Act pursuant to a Registration Rights Agreement.

            "Significant Subsidiary" means any Restricted Subsidiary of the
Company that is a "significant subsidiary" as defined in Article 1-02(w) of
Regulation S-X under the Securities Act.

            "Special Record Date" has the meaning specified in Section 3.08(a).

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

            "Subordinated Indebtedness" means Indebtedness of the Company or any
Restricted Subsidiary of the Company, whether outstanding on the date hereof or
hereafter Incurred, which is by its terms expressly subordinate or junior in
right of payment to any other Indebtedness of the Company or a Restricted
Subsidiary, as the case may be.

            "Subsidiary" means, as applied to any Person, (1) any corporation of
which more than fifty percent (50%) of the outstanding Capital Stock (other than
directors' qualifying shares) having ordinary Voting Power to elect its board of
directors, regardless of the existence at the time of a right of the holders of
any class or classes of securities of such corporation to exercise such Voting
Power by reason of the happening of any contingency, or any entity other than a
corporation of which more than fifty percent (50%) of the outstanding ownership
interests, is at the time owned directly or indirectly by such Person, or by one
or more Subsidiaries of such Person, or by such Person and one or more
Subsidiaries of such Person, or (2) any other entity which is directly or
indirectly controlled by such Person, or by one or more Subsidiaries of such
Person, or by such Person and one or more Subsidiaries of such Person.

            "Subsidiary Guarantee" means the Guarantee by each Guarantor of the
Company's obligations under this Indenture and all the Securities, executed
pursuant to the provisions of this Indenture.

            "Successor Company" has the meaning specified in Section 8.01(b).

            "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such

                                       37
<PAGE>

particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.07 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

            "System" means, as to any Person, assets constituting a commercial
radio communications system authorized under the rules for telecommunications
services (including any license and the network, marketing, distribution, sales,
customer interface and operations functions relating thereto) owned and operated
by such Person.

            "Telecommunications Business" means the business of (1)
transmitting, or providing services relating to the transmission of, voice,
video, or data through owned or leased wireline or wireless transmission
facilities, (2) creating, developing, constructing, installing, repairing,
maintaining, or marketing communications-related systems, network equipment and
facilities, software, and other products, or (3) evaluating, owning, operating,
participating in, or pursuing any other business that is primarily related to
those identified in clause (1) or (2) above (in the case of this clause (3),
however, in a manner consistent with the Company's manner of business on the
Issue Date), and shall, in any event, include all businesses in which the
Company or any of its Subsidiaries is engaged on the Issue Date or has entered
into agreements to engage in or to acquire a company to engage in or contemplate
engaging in, as expressly set forth in the Offering Memorandum; provided that
the determination of what constitutes a "Telecommunications Business shall be
made in good faith by the Company's Board of Directors.

            "Telerate Page 3750" means the display designated as "Page 3750" on
the Moneyline Telerate service (or such other page as may replace Page 3750 on
that service).

            "TLA Spectrum" means TLA Spectrum, LLC, a Minnesota limited
liability company.

            "Total Assets" means the total assets of the Company and its
Restricted Subsidiaries on a consolidated basis determined in accordance with
GAAP, as shown on the most recently available consolidated balance sheet of the
Company.

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 9.05; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

                                       38
<PAGE>

            "Unrestricted Subsidiary" of any Person means (1) any Subsidiary of
such Person that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors of such Person in the manner
provided below and (2) any Subsidiary of an Unrestricted Subsidiary. Any
Subsidiary of the Company may be designated by the Board of Directors of the
Company as an Unrestricted Subsidiary by a Board Resolution, but only if the
Subsidiary:

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

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

            (3)   is a Person with respect to which neither the Company nor any
of its Restricted Subsidiaries has any direct or indirect obligation;

                  (a)   to subscribe for additional Capital Stock; or

                  (b)   to maintain or preserve that Person's financial
      condition or to cause that Person to achieve any specified levels of
      operating results; and

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

            Any such designation by the Board of Directors of the Company shall
be evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to that designation and an Officers' Certificate
certifying that that designation complied with the preceding conditions and was
permitted by Section 10.10. If, at any time, any Unrestricted Subsidiary would
fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall,
after that time, cease to be an Unrestricted Subsidiary for purposes of this
Indenture, and any Indebtedness of that Subsidiary shall be deemed to be
Incurred by a Restricted Subsidiary of the Company as of that date (and, if that
Indebtedness is not permitted to be Incurred as of that date under Section
10.08, the Company shall be in default of that covenant). The Board of Directors
of the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that the designation shall be deemed to be an
Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary, and that designation
shall only be permitted if:

            (A)   the Indebtedness is permitted under Section 10.08 of this
Indenture, calculated on a pro forma basis as if that designation had occurred
at the beginning of the Reference Period, and

            (B)   no Default or Event of Default would occur or be in existence
following that designation.

                                       39
<PAGE>

            Notwithstanding anything to the contrary in this Indenture, Wireless
Alliance shall be deemed an Unrestricted Subsidiary as of the Issue Date and
shall thereafter remain an Unrestricted Subsidiary unless and until designated
by the Board of Directors as a Restricted Subsidiary in accordance with the
terms of this Indenture.

            "U.S. Government Obligations" has the meaning specified in Section
12.04(a).

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

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

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

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

            Section 1.02 Compliance Certificates and Opinions.

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

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

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

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

                                       40
<PAGE>

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

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

            Section 1.03 Form of Documents Delivered to Trustee.

            In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

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

            Section 1.04 Acts of Holders; Record Date.

                  (a)   Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are received
by the Trustee and, where it is hereby expressly required, by the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 1.04.

                                       41
<PAGE>

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

                  (c)   The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders. If not set
by the Company prior to the first solicitation of a Holder made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 7.01) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

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

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

            Section 1.05 Notices, Etc., to Trustee, the Company or the
Guarantors.

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

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

            (2)   the Company or any Guarantor by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
the Company or such Guarantor, Attention: Chief Executive Officer, addressed to
it at the address of the

                                       42
<PAGE>

Company's principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee by the
Company.

            Section 1.06 Notice to Holders; Waiver.

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

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

            Section 1.07 Conflict with Trust Indenture Act.

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

            Section 1.08 Effect of Headings and Table of Contents.

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

            Section 1.09 Successors and Assigns.

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

            Section 1.10 Separability Clause.

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

                                       43
<PAGE>

            Section 1.11 Benefits of Indenture and Securities.

            Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

            Section 1.12 Governing Law.

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS THEREUNDER THAT WOULD INDICATE THE APPLICABILITY
OF THE LAWS OF ANY OTHER JURISDICTION.

            Section 1.13 Legal Holidays.

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

            Section 1.14 No Personal Liability of Directors, Officers,
Employees, and Shareholders

            No director, officer, employee, incorporator, or shareholder of the
Company or its Subsidiaries, as such, shall have any liability for any
obligations of the Company under the Securities, the Guarantees, this Indenture
or the Collateral Documents or for any claim based on, in respect of, or by
reason of, those obligations or their creation. Each Holder of Securities, by
accepting a Security, waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities.

            Section 1.15 Counterparts

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

                                       44
<PAGE>

                                   ARTICLE II

                                 SECURITY FORMS

            Section 2.01 Forms Generally.

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

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

            The Rule 144A Securities shall initially be represented by one or
more Securities in registered, global form without coupons (collectively, the
"Restricted Global Security"). The Regulation S Securities shall be represented
by one or more Securities in registered, global form without interest coupons
(collectively, the "Regulation S Global Security" and, together with the
Restricted Global Security, the "Global Securities"). The Global Securities
shall be deposited upon issuance with the Trustee as custodian for DTC and
registered in the name of DTC or its nominee, in each case for credit to an
account of a direct or indirect participant in DTC as described below.

            Section 2.02 Form of Face of Security

            Rule 144A Securities and the Regulation S Securities (including
beneficial interests in the Global Securities and, subject to Section 3.06(c),
their Successor Securities) shall be subject to certain restrictions on transfer
and shall bear a legend in substantially the following form:

            "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED
HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
BENEFIT OF THE COMPANY THAT

                                       45
<PAGE>

(A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a)
TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES
TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER
THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR ITS SUBSIDIARIES, OR
(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

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

            [IF THE SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST
COMPANY IS TO BE THE DEPOSITARY THEREFOR, THEN INSERT -- UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

                  (a)   Senior Secured Floating Rate Notes due 2010:

                                       46
<PAGE>

            [SERIES B](1) SENIOR SECURED FLOATING RATE NOTES DUE 2010

No. ________                                                      $[___________]

[If Restricted Global Security - CUSIP Number 781904 AJ 6]
[If Regulation S Global Security - CUSIP Number U74991 AD 9]
[If Exchange Security - CUSIP Number 781904 AK 3]

            Rural Cellular Corporation, a corporation duly organized and
existing under the laws of Minnesota (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________, or its registered
assigns, the principal sum of [____________________________] Dollars [IF THE
SECURITY IS A GLOBAL SECURITY, THEN INSERT -- , or such other principal amount
as may be set forth in the records of the Trustee hereinafter referred to in
accordance with the Indenture,] on March 15, 2010.

            The Company shall pay interest in cash on the principal amount
hereof from March 25, 2004 or from the most recent 2010 Securities Interest
Payment Date to which interest has been paid or duly provided for, at a floating
rate of LIBOR (as defined) plus 4.50% per annum (reset quarterly on each 2010
Securities Interest Payment Date and calculated in accordance with Section
3.11(b) of the Indenture), until the principal amount hereof is paid or made
available for payment.

            The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) in cash (to the extent that the payment
of such interest shall be legally enforceable) at a floating rate of LIBOR (as
defined) plus 4.50% per annum (reset quarterly on each 2010 Securities Interest
Payment Date and calculated in accordance with Section 3.11(b) of the Indenture)
on any overdue principal and premium, if any, and on any overdue installment of
interest and Liquidated Damages (without regard to any applicable grace
periods), if any, until paid. The Company shall pay Liquidated Damages, if any,
in cash as provided in the Registration Rights Agreement. The Company shall pay
interest and Liquidated Damages, if any, on the 2010 Securities quarterly on
each 2010 Securities Interest Payment Date (which shall be March 15, June 15,
September 15 and December 15 of each year), commencing June 15, 2004.

            The interest so payable, and punctually paid or duly provided for,
on any 2010 Securities Interest Payment Date shall, as provided in such
Indenture, be paid to the Person in whose name this 2010 Security (or one or
more Predecessor Securities) is registered at the close of business on the 2010
Securities Regular Record Date for such interest, which shall be the March 1,
June 1, September 1 or December 1 (whether or not a Business Day), as the case
may be, immediately preceding such 2010 Securities Interest Payment Date [IF THE
SECURITY IS AN ORIGINAL SECURITY, THEN INSERT -- , provided that any accrued and
unpaid interest (including Liquidated Damages, if any) on this 2010 Security

---------------------
(1)   Include only for Exchange Securities.

                                       47
<PAGE>

upon the issuance of an Exchange 2010 Security in exchange for this 2010
Security shall cease to be payable to the Holder hereof and shall be payable on
the next 2010 Securities Interest Payment Date for such Exchange 2010 Security
to the Holder thereof on the related 2010 Securities Regular Record Date]. Any
such interest or Liquidated Damages not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such 2010 Securities
Regular Record Date and may either be paid to the Person in whose name this 2010
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice of which shall be given to Holders of 2010
Securities not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the 2010 Securities may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
the Indenture.

            Payment of the principal of (and premium, if any) and interest (and
Liquidated Damages, if any), on this 2010 Security shall be made at the
Corporate Trust Office or at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, New York City, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that, at the
option of the Company, payment of interest or Liquidated Damages, if any, may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register. Notwithstanding the foregoing, if
a Holder has given wire transfer instructions to the Company, the Company shall
pay all principal, interest, premium, if any, or Liquidated Damages, if any, on
that Holder's 2010 Securities in accordance with those instructions.

            Reference is hereby made to the further provisions of this 2010
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this 2010
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

Dated:

                                       RURAL CELLULAR CORPORATION

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       48
<PAGE>

                  (b)   8-1/4 % Senior Secured Notes due 2012:

              [SERIES B](2) 8-1/4 % SENIOR SECURED NOTES DUE 2012

No. ________                                                  $[_______________]

[If Restricted Global Security - CUSIP Number 781904 AL 1]
[If Regulation S Global Security - CUSIP Number U74991 AE 7]
[If Exchange Security - CUSIP Number 781904 AM 9]

            Rural Cellular Corporation, a corporation duly organized and
existing under the laws of Minnesota (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________, or its registered
assigns, the principal sum of [______________________] Dollars [IF THE SECURITY
IS A GLOBAL SECURITY, THEN INSERT -- , or such other principal amount as may be
set forth in the records of the Trustee hereinafter referred to in accordance
with the Indenture,] on March 15, 2012.

            The Company shall pay interest in cash on the principal amount
hereof from March 25, 2004 or from the most recent 2012 Securities Interest
Payment Date to which interest has been paid or duly provided for, at a fixed
rate of 8-1/4 % per annum (calculated in accordance with Section 3.11(a) of the
Indenture), until the principal amount hereof is paid or made available for
payment.

            The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) in cash (to the extent that the payment
of such interest shall be legally enforceable) a fixed rate of 8-1/4 % per
annum (calculated in accordance with Section 3.11(a) of the Indenture), on any
overdue principal and premium, if any, and on any overdue installment of
interest and Liquidated Damages (without regard to any applicable grace
periods), if any, until paid. The Company shall pay Liquidated Damages, if any,
in cash as provided in the Registration Rights Agreement. The Company shall pay
interest and Liquidated Damages, if any, on the 2012 Securities semi-annually on
each 2012 Securities Interest Payment Date (which shall be March 15 and
September 15 of each year), commencing September 15, 2004.

            The interest so payable, and punctually paid or duly provided for,
on any 2012 Securities Interest Payment Date shall, as provided in such
Indenture, be paid to the Person in whose name this 2012 Security (or one or
more Predecessor Securities) is registered at the close of business on the 2012
Securities Regular Record Date for such interest, which shall be the March 1 or
September 1 (whether or not a Business Day), as the case may be, immediately
preceding such 2012 Securities Interest Payment Date [IF THE SECURITY IS AN
ORIGINAL SECURITY, THEN INSERT -- , provided that any accrued and unpaid
interest (including Liquidated Damages, if any) on this 2012 Security upon the
issuance of an Exchange 2012 Security in exchange for this 2012 Security shall
cease to

----------------------
(2)   Include only for Exchange Securities.

                                       49
<PAGE>

be payable to the Holder hereof and shall be payable on the next 2012 Securities
Interest Payment Date for such Exchange 2012 Security to the Holder thereof on
the related 2012 Securities Regular Record Date]. Any such interest or
Liquidated Damages not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such 2012 Securities Regular Record Date
and may either be paid to the Person in whose name this 2012 Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of 2012 Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the 2012 Securities may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the Indenture.

            Payment of the principal of (and premium, if any) and interest (and
Liquidated Damages, if any), on this 2012 Security shall be made at the
Corporate Trust Office or at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, New York City, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that, at the
option of the Company, payment of interest or Liquidated Damages, if any, may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register. Notwithstanding the foregoing, if
a Holder has given wire transfer instructions to the Company, the Company shall
pay all principal, interest, premium, if any, or Liquidated Damages, if any, on
that Holder's 2012 Securities in accordance with those instructions.

            Reference is hereby made to the further provisions of this 2012
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this 2012
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

Dated:

                                        RURAL CELLULAR CORPORATION

                                        By:_____________________________________
                                           Name:
                                           Title:

                                       50
<PAGE>

            Section 2.03 Form of Reverse of Security.

                  (a)   Senior Secured Floating Rate Notes due 2010:

            This Security is one of a duly authorized issue of Senior Secured
Notes ("Securities") of the Company designated as its [Series B](3) Senior
Secured Floating Rate Notes due 2010 (herein called the "2010 Securities")
issued and to be issued under an Indenture, dated as of March 25, 2004 (herein
called the "Indenture"), between the Company, the Guarantors and U.S. Bank
National Association, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

            On or after March 15, 2006, the 2010 Securities may be redeemed at
any time at the option of the Company, in whole or from time to time in part, at
the following Redemption Prices (expressed as percentages of the principal
amount thereof), if redeemed during the 12-month period beginning March 15 of
the years indicated,

<TABLE>
<CAPTION>
       Year                             Redemption Price
       ----                             ----------------
<S>                                     <C>
2006                                        102.000%
2007                                        101.000%
2008 and thereafter                         100.000%
</TABLE>

together in the case of any such redemption with accrued and unpaid interest and
Liquidated Damages, if any, to but excluding the Redemption Date, but any
interest installment whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such 2010 Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant 2010
Securities Record Dates referred to on the face hereof, all as provided in the
Indenture.

            Notwithstanding the foregoing, at any time prior to March 15, 2006,
the Company may, in one or more transactions, redeem up to a total of 35% of the
aggregate principal amount of 2010 Securities actually issued under the
Indenture (including Additional Securities that are 2010 Securities, if any)
from the net cash proceeds of an Equity Offering at a Redemption Price equal to
100% of the aggregate principal amount thereof, plus a premium equal to the
interest rate per annum on the 2010 Securities applicable on the date on which
notice of redemption is given, together with accrued and unpaid interest and
Liquidated Damages, if any, on the 2010 Securities redeemed to but excluding the
Redemption Date; provided, that at least 65% in aggregate principal amount of
2010 Securities issued under the Indenture (including Additional Securities that
are 2010 Securities, if any) remains outstanding immediately following such

-----------------------
(3)   Include only for Exchange Securities.

                                       51
<PAGE>

redemption. Any such redemption must be made within 45 days after the related
Equity Offering.

            Notice of any optional redemption of the 2010 Securities (or portion
thereof) will be given by first-class mail to the Holders at their addresses
appearing in the Security Register not less than 30 nor more than 60 days prior
to the Redemption Date. The notice of redemption shall state the Redemption
Date, the Redemption Price, if less than all the Outstanding 2010 Securities are
to be redeemed, principal amounts of the particular 2010 Securities to be
redeemed, that on the Redemption Date the Redemption Price will become due and
payable upon each 2010 Security to be redeemed and the place or places where
such 2010 Securities are to be surrendered for payment of the Redemption Price.

            If less than all the 2010 Securities are to be redeemed at any time,
the Trustee will select 2010 Securities for redemption as follows:

            (1)   if the 2010 Securities are listed on any securities exchange,
in compliance with the requirements of the principal securities exchange on
which the 2010 Securities are listed; or

            (2)   if the 2010 Securities are not listed on any securities
exchange, on a pro rata basis, by lot or by such method as the Trustee deems
fair and appropriate.

            The 2010 Securities do not have the benefit of any sinking fund
obligations.

            In the event of redemption or purchase pursuant to an Offer to
Purchase of this 2010 Security in part only, a new 2010 Security or 2010
Securities for the unredeemed or unpurchased portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

            If an Event of Default shall occur and be continuing, the principal
of all the 2010 Securities may be declared, or may automatically become, due and
payable in the manner and with the effect provided in the Indenture.

            The Indenture provides that, subject to certain conditions, if (i)
certain Net Cash Proceeds are available to the Company as a result of Asset
Sales or (ii) a Change of Control occurs, the Company shall be required to make
an Offer to Purchase for the 2010 Securities.

            The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this 2010 Security or (ii) certain restrictive
covenants and Events of Default with respect to this 2010 Security, in each case
upon compliance with certain conditions set forth therein.

            As provided in Article XIV of the Indenture, each of the Guarantors
jointly and severally, unconditionally guarantees on a senior secured second
lien basis to each

                                       52
<PAGE>

Holder of a 2010 Security authenticated by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the 2010 Securities or the Obligations of the Company hereunder
or thereunder, that: (1) the principal of and interest on the 2010 Securities
will be promptly paid in full when due (whether at maturity, by acceleration,
redemption or otherwise), interest on the overdue principal of and interest on
the 2010 Securities, if any, if lawful, Liquidated Damages, if any, and all
other Obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (2) in case of any extension of time of
payment or renewal of any 2010 Securities or any of such other Obligations, the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration
or otherwise.

            The Company's and the Guarantors' Obligations under the Securities,
the Indenture and the Guarantees (as applicable) are secured by Second Priority
Liens on the Collateral pursuant to the terms of the Collateral Documents. The
Company's and the Guarantors' First Lien Obligations will be secured by
first-priority Liens on the Collateral. The actions of the Trustee and the
Holders of the 2010 Securities secured by such Second Priority Liens and the
application of proceeds from the enforcement of any remedies with respect to
such Collateral are limited pursuant to the terms of the Intercreditor
Agreement. The Collateral Documents may be amended in certain circumstances
without the consent of the Holders, pursuant to the Intercreditor Agreement.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders of the 2010 Securities
under the Indenture, this 2010 Security, the Intercreditor Agreement and the
Collateral Documents at any time by the Company, the Guarantors and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this 2010 Security shall be
conclusive and binding upon such Holder and upon all future Holders of this 2010
Security and of any 2010 Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this 2010 Security.

            No reference herein to the Indenture and no provision of this 2010
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any), interest (and Liquidated Damages, if any), on this 2010
Security at the time, place and rate, and in the coin or currency, herein
prescribed.

                                       53
<PAGE>

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this 2010 Security is registrable in the
Security Register, upon surrender of this 2010 Security for registration of
transfer at the Corporate Trust Office or at the office or agency of the Company
in the Borough of Manhattan, New York City, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new 2010 Securities, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

            The 2010 Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the 2010 Securities are exchangeable for a like aggregate principal amount of
2010 Securities of a different authorized denomination, as requested by the
Holder surrendering the same.

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

            Prior to due presentment of this 2010 Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this 2010 Security is registered as the owner
hereof for all purposes, whether or not this 2010 Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

            Interest (other than Liquidated Damages) on the 2010 Securities
shall be computed by the Calculation Agent as follows:

                        (i)   The amount of interest for each day that the 2010
Securities are outstanding (the "Daily Interest Amount") will be calculated by
dividing the interest rate in effect for such day by 360 and multiplying the
result by the principal amount of the 2010 Securities. The amount of interest to
be paid on the 2010 Securities for each Interest Period will be calculated by
adding the Daily Interest Amounts for each day in the Interest Period;

                        (ii)  All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting
from such calculations will be rounded to the nearest cent (with one-half cent
being rounded upwards); and

                        (iii) The interest rate on the 2010 Securities will in
no event be higher than the maximum rate permitted by New York law as the same
may be modified by United States law of general application.

                                       54
<PAGE>

            The Calculation Agent will, upon the request of the Holder of any
2010 Security, provide the interest rate then in effect with respect to the 2010
Securities. All calculations made by the Calculation Agent in the absence of
manifest error will be conclusive for all purposes and binding on the Company,
its Restricted Subsidiaries and the Holders of the 2010 Securities [IF THE
SECURITY IS AN ORIGINAL SECURITY, THEN INSERT __; provided, however, that any
Liquidated Damages shall be computed on the basis of a seven-day week, and the
number of days actually elapsed]. All terms used in this 2010 Security which are
not defined herein but which are defined in the Indenture shall have the
meanings assigned to them in the Indenture. In the event that any provision in
this 2010 Security conflicts with any provision in the Indenture, the provision
contained in the Indenture shall control.

            The Indenture and this 2010 Security shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of laws thereunder that would indicate the
applicability of the laws of any other jurisdiction.

                       OPTION OF HOLDER TO ELECT PURCHASE

CHOOSE ONE:

            If you want to elect to have this 2010 Security purchased in its
entirety by the Company pursuant to Section 10.14 or 10.16 of the Indenture,
check the box: [ ]

            If you want to elect to have only a part of this 2010 Security
purchased by the Company pursuant to Section 10.14 or 10.16 of the Indenture,
state the amount: $_______

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

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

                  (b)   [Series B] (4) 8-1/4 % Senior Secured Notes due 2012

------------------
(4)    Include only for Exchange Securities.

                                       55
<PAGE>

            This Security is one of a duly authorized issue of Senior Secured
Notes (the "Securities") of the Company designated as its [Series B](5) 8-1/4 %
Senior Secured Notes due 2012 (herein called the "2012 Securities") issued and
to be issued under an Indenture, dated as of March 25, 2004 (herein called the
"Indenture"), between the Company, the Guarantors and U.S. Bank National
Association, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

            On or after March 15, 2008, the 2012 Securities may be redeemed at
any time at the option of the Company, in whole or from time to time in part, at
the following Redemption Prices (expressed as percentages of the principal
amount thereof), if redeemed during the 12-month period beginning March 15 of
the years indicated,

<TABLE>
<CAPTION>
       Year                                Redemption Price
       ----                                ----------------
<S>                                        <C>
2008                                          104.125%
2009                                          102.063%
2010 and thereafter                           100.000%
</TABLE>

together in the case of any such redemption with accrued and unpaid interest and
Liquidated Damages, if any, to but excluding the Redemption Date, but any
interest installment whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such 2012 Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant 2012
Securities Record Dates referred to on the face hereof, all as provided in the
Indenture.

            Notwithstanding the foregoing, at any time prior to March 15, 2007,
the Company may, in one or more transactions, redeem up to a total of 35% of the
aggregate principal amount of 2012 Securities actually issued under the
Indenture (including Additional Securities that are 2012 Securities, if any)
from the net cash proceeds of an Equity Offering at a Redemption Price equal to
108.250% of the aggregate principal amount thereof, together with accrued and
unpaid interest and Liquidated Damages, if any, on the 2012 Securities redeemed
to but excluding the Redemption Date; provided, that at least 65% in aggregate
principal amount of 2012 Securities issued under the Indenture (including
Additional Securities that are 2012 Securities, if any) remains outstanding
immediately following such redemption. Any such redemption must be made within
45 days after the related Equity Offering.

            Notice of any optional redemption of the 2012 Securities (or portion
thereof) will be given by first-class mail to the Holders at their addresses
appearing in the Security Register not less than 30 nor more than 60 days prior
to the Redemption Date.

------------------------
(5)   Include only for Exchange Securities.

                                       56
<PAGE>

The notice of redemption shall state the Redemption Date, the Redemption Price,
if less than all the Outstanding 2012 Securities are to be redeemed, principal
amounts of the particular 2012 Securities to be redeemed, that on the Redemption
Date the Redemption Price will become due and payable upon each 2012 Security to
be redeemed and the place or places where such 2012 Securities are to be
surrendered for payment of the Redemption Price.

            If less than all the 2012 Securities are to be redeemed at any time,
the Trustee will select 2012 Securities for redemption as follows:

            (1)   if the 2012 Securities are listed on any securities exchange,
in compliance with the requirements of the principal securities exchange on
which the 2012 Securities are listed; or

            (2)   if the 2012 Securities are not listed on any securities
exchange, on a pro rata basis, by lot or by such method as the Trustee deems
fair and appropriate.

            The 2012 Securities do not have the benefit of any sinking fund
obligations.

            In the event of redemption or purchase pursuant to an Offer to
Purchase of this 2012 Security in part only, a new 2012 Security or 2012
Securities for the unredeemed or unpurchased portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

            If an Event of Default shall occur and be continuing, the principal
of all the 2012 Securities may be declared, or may automatically become, due and
payable in the manner and with the effect provided in the Indenture.

            The Indenture provides that, subject to certain conditions, if (i)
certain Net Cash Proceeds are available to the Company as a result of Asset
Sales or (ii) a Change of Control occurs, the Company shall be required to make
an Offer to Purchase for the 2012 Securities.

            The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this 2012 Security or (ii) certain restrictive
covenants and Events of Default with respect to this 2012 Security, in each case
upon compliance with certain conditions set forth therein.

            As provided in Article XIV of the Indenture, each of the Guarantors
jointly and severally, unconditionally guarantees on a senior secured second
lien basis to each Holder of a 2012 Security authenticated by the Trustee and to
the Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the 2012 Securities or the Obligations of the
Company hereunder or thereunder, that: (1) the principal of and interest on the
2012 Securities will be promptly paid in full when due (whether at maturity, by
acceleration, redemption or otherwise), interest on the overdue principal of and
interest on the 2012 Securities, if any, if lawful, Liquidated Damages, if

                                       57
<PAGE>

any, and all other Obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (2) in case of any extension
of time of payment or renewal of any 2012 Securities or any of such other
Obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise.

            The Company's and the Guarantors' Obligations under the Securities,
the Indenture and the Guarantees (as applicable) are secured by Second Priority
Liens on the Collateral pursuant to the terms of the Collateral Documents. The
Company's and the Guarantors' First Lien Obligations will be secured by first
priority Liens on the Collateral. The actions of the Trustee and the Holders of
the 2012 Securities secured by such Second Priority Liens and the application of
proceeds from the enforcement of any remedies with respect to such Collateral
are limited pursuant to the terms of the Intercreditor Agreement. The Collateral
Documents may be amended in certain circumstances without the consent of the
Holders, pursuant to the Intercreditor Agreement.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders of the 2012 Securities
under the Indenture, this 2012 Security, the Intercreditor Agreement and the
Collateral Documents at any time by the Company and the Guarantors and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this 2012
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this 2012 Security and of any 2012 Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this 2012
Security.

            No reference herein to the Indenture and no provision of this 2012
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any), interest (and Liquidated Damages, if any), on this 2012
Security at the time, place and rate, and in the coin or currency, herein
prescribed.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this 2012 Security is registrable in the
Security Register, upon surrender of this 2012 Security for registration of
transfer at the Corporate Trust Office or at the office or agency of the Company
in the Borough of Manhattan, New York City, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his

                                       58
<PAGE>

attorney duly authorized in writing, and thereupon one or more new 2012
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

            The 2012 Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the 2012 Securities are exchangeable for a like aggregate principal amount of
2012 Securities of a different authorized denomination, as requested by the
Holder surrendering the same.

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

            Prior to due presentment of this 2012 Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this 2012 Security is registered as the owner
hereof for all purposes, whether or not this 2012 Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

            Interest on this 2012 Security shall be computed on the basis of a
360-day year of twelve 30-day months [IF THE SECURITY IS AN ORIGINAL SECURITY,
THEN INSERT -- ; provided, however, that any Liquidated Damages shall be
computed on the basis of a seven -day week, and the number of days actually
elapsed].

            All terms used in this 2012 Security which are not defined herein
but which are defined in the Indenture shall have the meanings assigned to them
in the Indenture. In the event that any provision in this 2012 Security
conflicts with any provision in the Indenture, the provision contained in the
Indenture shall control.

            The Indenture and this 2012 Security shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of laws thereunder that would indicate the
applicability of the laws of any other jurisdiction.

                       OPTION OF HOLDER TO ELECT PURCHASE

CHOOSE ONE:

            If you want to elect to have this 2012 Security purchased in its
entirety by the Company pursuant to Section 10.14 or 10.16 of the Indenture,
check the box: [ ]

            If you want to elect to have only a part of this 2012 Security
purchased by the Company pursuant to Section 10.14 or 10.16 of the Indenture,
state the amount: $_______

                                       59
<PAGE>

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

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

            Section 2.04 Form of Trustee's Certificate of Authentication.

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

                                   U.S. Bank National Association, as
                                   Trustee

                                   By: _________________________________________
                                       Authorized Officer

                                  ARTICLE III

                                 THE SECURITIES

            Section 3.01 Title and Terms.

                  (a)   Subject to Section 3.03, the Trustee shall authenticate
Original Securities for original issue on the date of this Indenture in the
aggregate principal amount of $510,000,000. With respect to any securities
issued after the date of this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
Original Securities pursuant to this Indenture), there shall be established in
or pursuant to a resolution of the Board of Directors of the Company, and
subject to Section 3.03, set forth, or determined in the manner provided in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of such Securities ("Additional Securities"):

            (1) whether such Additional Securities will be 2010 Securities or
2012 Securities;

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

                                       60
<PAGE>

            (3) the issue price and issuance date of such Additional Securities
that may be authenticated and delivered under this Indenture; and

            (4) that such Additional Securities shall be issuable in the same
form as the then Outstanding Securities and having the same terms (other than
with respect to transfer restrictions and registration rights) as the then
Outstanding Securities and the same depositaries.

                  (b)   The Original 2010 Securities shall be known and
designated as the "Senior Secured Floating Rate Notes due 2010," and the
Exchange 2010 Securities shall be known and designated as the "Series B Senior
Secured Floating Rate Notes due 2010," in each case, of the Company. The Stated
Maturity of the 2010 Securities shall be March 15, 2010. The 2010 Securities
will bear interest at a rate per annum, reset quarterly on each 2010 Securities
Interest Payment Date, equal to LIBOR plus 4.50% from March 25, 2004 or from the
most recent 2010 Interest Payment Date to which interest on the 2010 Securities
has been paid in cash or duly provided for, as the case may be, payable
quarterly on each 2010 Securities Interest Payment Date commencing on June 15,
2004, to the Holders of record of the 2010 Securities on the immediately
preceding 2010 Securities Regular Record Date, until the principal thereof is
paid or made available for payment. Interest on the 2010 Securities shall be
calculated by the Calculation Agent in accordance with Section 3.11(b). Original
2010 Securities shall be subject to the payment of Liquidated Damages, if any,
as set forth in the Registration Rights Agreement. Liquidated Damages, if any,
so payable, and punctually paid or duly provided for in respect of any 2010
Security, on any 2010 Securities Interest Payment Date shall, as provided in
this Indenture and the Registration Rights Agreement, be paid in cash in arrears
to the Person in whose name such 2010 Security (or one or more Predecessor
Securities) is registered at the close of business on the 2010 Securities
Regular Record Date immediately preceding such 2010 Securities Interest Payment
Date. Accrued Liquidated Damages, if any, shall be computed as provided in
Section 3.11(c).

                  (c)   The Original 2012 Securities shall be known and
designated as the "8-1/4% Senior Secured Notes due 2012" and the Exchange 2012
Securities shall be known and designated as the "8-1/4% Series B Senior Secured
Notes due 2012," in each case, of the Company. The Stated Maturity of the 2012
Securities shall be March 15, 2012. The 2012 Securities shall bear interest at
the rate of 8-1/4% per annum, from March 25, 2004 or from the most recent 2012
Securities Interest Payment Date to which interest has been paid in cash or duly
provided for, as the case may be, payable semi-annually on each 2012 Securities
Interest Payment Date, commencing on September 15, 2004, to the Holders of
record of the 2012 Securities on the immediately preceding 2012 Securities
Regular Record Date, until the principal thereof is paid or made available for
payment. Interest on the 2012 Securities shall be calculated in accordance with
Section 3.11(a). Original 2012 Securities shall be subject to the payment of
Liquidated Damages, if any, as set forth in the Registration Rights Agreement.
Liquidated Damages, if any, so payable, and punctually paid or duly provided for
in respect of any 2012 Security, on any 2012 Securities Interest Payment Date
shall, as provided in this Indenture and the Registration Rights Agreement, be
paid in cash in arrears to the Person

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<PAGE>

in whose name such 2012 Security (or one or more Predecessor Securities) is
registered at the close of business on the 2012 Securities Regular Record Date,
immediately preceding such 2012 Securities Interest Payment Date. Accrued
Liquidated Damages, if any, shall be computed as provided in Section 3.11(c).

                  (d)   The principal of (and premium, if any) and interest (and
Liquidated Damages, if any), on the Securities shall be payable at the Corporate
Trust Office or at the office or agency of the Company in the City and State of
New York maintained for such purpose; provided, however, that at the option of
the Company payment of interest and Liquidated Damages, if any, may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. Notwithstanding the foregoing, if a Holder has
given wire transfer instructions to the Company, the Company shall pay all
principal, interest, premium, if any, and Liquidated Damages, if any, on that
Holder's Securities in accordance with those instructions.

                  (e)   The Securities shall be subject to repurchase by the
Company pursuant to an offer to purchase the Securities as provided in Sections
10.14 and 10.16.

                  (f)   The Securities shall be redeemable at the option of the
Company as provided in Article XI.

                  (g)   The Securities shall be subject to defeasance at the
option of the Company as provided in Article XII.

                  (h)   The Company's Obligations under the Securities and the
Indenture shall be guaranteed by the Guarantors as provided in Article XIV.

                  (i)   The Company's and the Guarantors' Securities Obligations
shall be secured as provided in the Collateral Documents, the Intercreditor
Agreement and Article XIII.

            Section 3.02 Single Class; Denominations.

            The Securities issued pursuant to this Indenture shall be treated as
a single class for all purposes of the Indenture, except where otherwise noted.
In addition, for purposes of Sections 3.04, 3.05 and 3.06, the 2010 Securities
and the 2012 Securities shall be treated as separate classes of Securities. The
Securities shall be issuable only in registered form without coupons and only in
denominations of $1,000 and any integral multiples thereof.

            Section 3.03 Execution, Authentication, Delivery and Dating.

            The Securities shall be executed on behalf of the Company by its
Chief Executive Officer, its President or one of its Vice Presidents. The
signature of any of these officers on the Securities may be manual or facsimile.

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<PAGE>

            Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper Officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

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

            At any time and from time to time after the execution and delivery
of this Indenture and after the effectiveness of a registration statement under
the Securities Act with respect thereto, the Company may deliver Exchange
Securities executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Exchange
Securities and a like principal amount of Original Securities for cancellation
in accordance with Section 3.10 of this Indenture, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. Prior to
authenticating such Exchange Securities, and accepting any additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, if requested, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating in
substance:

                  (a)   that all conditions hereunder precedent to the
authentication and delivery of such Exchange Securities have been complied with
and that such Exchange Securities, when such Securities have been duly
authenticated and delivered by the Trustee (and subject to any other conditions
specified in such Opinion of Counsel), have been duly issued and delivered and
will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles; and

                  (b)   that the issuance of the Exchange Securities in exchange
for Original Securities has been effected in compliance with the Securities Act.

            Each Security shall be dated the date of its authentication.

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

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<PAGE>

            Section 3.04 Temporary Securities.

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

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

            Section 3.05 Global Securities.

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

                  (b)   Notwithstanding any other provision in this Indenture,
no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be
registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (i) such Depositary (A) has notified the
Company that it is unwilling or unable to continue as Depositary for such Global
Security or (B) has ceased to be a clearing agency registered as such under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days, (ii) there shall have occurred and be continuing a
Default or Event of Default with respect to such Global Security or (iii) the
Company executes and delivers to the Trustee a Company Order stating that it
elects to cause the issuance of the Securities in certificated form and that all
Global Securities shall be exchanged in whole for Securities that are not Global
Securities (in which case such exchange shall be effected by the Trustee).

                  (c)   If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as

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<PAGE>

provided in this Article III. If any Global Security is to be exchanged for
other Securities or canceled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security, then
either (i) such Global Security shall be so surrendered for exchange or
cancellation as provided in this Article III or (ii) the principal amount
thereof shall be reduced or increased by an amount equal to the portion thereof
to be so exchanged or canceled, or equal to the principal amount of such other
Security to be exchanged for a beneficial interest therein, as the case may be,
by means of an appropriate adjustment made on the records of the Trustee, as
Security Registrar, whereupon the Trustee, in accordance with the Applicable
Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender or
adjustment of a Global Security, the Trustee shall, subject to Section 3.05(b)
and as otherwise provided in this Article III, authenticate and deliver any
Securities issuable in exchange for such Global Security (or any portion
thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article III if such order, direction or request is given
or made in accordance with the Applicable Procedures.

                  (d)   Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Article III, Section 9.06,
10.14, 10.16 or 11.08 or otherwise, shall be authenticated and delivered in the
form of, and shall be, a Global Security, unless such Security is registered in
the name of a Person other than the Depositary for such Global Security or a
nominee thereof.

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

            Section 3.06 Registration; Registration of Transfer and Exchange
                         Generally; Certain Transfers and Exchanges;
                         Securities Act Legends.

                  (a)   Registration; Registration of Transfer and Exchange
Generally. The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency designated pursuant to Section 10.02 being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the

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<PAGE>

Company shall provide for the registration of Securities and of transfers and
exchanges of Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers and exchanges of
Securities as herein provided. Such Security Register shall distinguish between
Original Securities and Exchange Securities.

            Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 10.02 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations, of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

            At the option of the Holder, Securities may be exchanged for new
Securities of any authorized denominations, of a like aggregate principal amount
and bearing such restrictive legends as may be required by this Indenture, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities that the Holder
making the exchange is entitled to receive.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid Obligations of the Company, evidencing the same
debt, and (except for the differences between Original Securities and Exchange
Securities provided for herein) entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charges or fees required by law that may
be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 3.05, 3.06, 9.06,
10.14, 10.16 or 11.08 not involving any transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange (x) any Security during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities selected for redemption under Section 11.04 and ending
at the close of business on the day of such mailing or (y) any Security tendered
by the Holder thereof (and not withdrawn) in connection with any Offer to
Purchase as provided in Sections 10.14 and 10.16, or (ii) to register the
transfer of or exchange any Security so selected for redemption, in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

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<PAGE>

            The provisions of the "Operating Procedures of the Euroclear
System," the "Terms and Conditions Governing Use of Euroclear," the "General
Terms and Conditions of Clearstream Banking" and the "Customer Handbook" of
Clearstream shall be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held through Euroclear or Clearstream.

                  (b)   Certain Transfers and Exchanges. Notwithstanding any
other provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 3.06(b) shall be made only in accordance with this Section
3.06(b).

                        (i)   Exchanges Between the Restricted Global Security
and the Regulation S Global Security.

                              (A)   Beneficial interests in the Restricted
      Global Security may be exchanged for beneficial interests in the
      Regulation S Global Security and vice versa only in connection with a
      transfer of such interest. Such transfers are subject to compliance with
      the certification requirements described below.

                              (B)   A beneficial interest in the Restricted
      Global Security may be transferred to a Person who takes delivery in the
      form of an interest in the Regulation S Global Security, whether before or
      after the expiration of the Distribution Compliance Period, only upon
      receipt by the Trustee of a written certification on behalf of the
      transferor to the effect that such transfer is being made in accordance
      with Rule 904 of Regulation S or (if available) Rule 144 under the
      Securities Act.

                              (C)   Prior to the expiration of the Distribution
      Compliance Period, a beneficial interest in the Regulation S Global
      Security may be transferred to a person who takes delivery in the form of
      an interest in the Restricted Global Security only if such transfer is
      made pursuant to Rule 144A and the transferor first delivers to the
      Trustee a written certification on behalf of the transferor to the effect
      that such transfer is being made to a person who the transferor reasonably
      believes is a qualified institutional buyer acquiring for its own account
      or the account of a qualified institutional buyer in a transaction
      complying with Rule 144A and any applicable securities laws of the states
      of the United States and other jurisdictions. After the expiration of the
      Distribution Compliance Period, this certification requirement shall no
      longer apply to such transfers.

                              (D)   Any beneficial interest in one of the Global
      Securities that is exchanged for an interest in the other Global Security
      shall cease to be an interest in such Global Security and shall become an
      interest in the other Global Security. Accordingly, such interest shall
      thereafter be subject to all

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<PAGE>

      transfer restrictions and other procedures applicable to beneficial
      interests in such other Global Security for as long as it remains such an
      interest.

                              (E)   Any exchange of a beneficial interest in the
      Regulation S Global Security for a beneficial interest in the Restricted
      Global Security or vice versa will be effected in DTC by means of an
      instruction originated by the Trustee through the DTC Deposit/Withdrawal
      at Custodian ("DWAC") system.

                        (ii)  Exchanges of Global Securities for Certificated
Securities. A beneficial interest in a Global Security may not be exchanged for
a Security in certificated form except as provided in Section 3.05(b). Any
certificated Security issued in exchange for an interest in a Global Security
shall bear the legend restricting transfers that is borne by such Global
Security. Any such exchange shall be effected only through the DWAC system, and
an appropriate adjustment shall be made in the records of the Security Register
to reflect a decrease in the principal amount of the relevant Global Security.

                  (c)   Securities Act Legends. Rule 144A Securities and their
respective Successor Securities shall bear a Securities Act Legend, and
Regulation S Securities and their Successor Securities shall bear a Securities
Act Legend, subject to the following:

                        (i)   subject to the following clauses of this Section
3.06(c), a Security or any portion thereof which is exchanged, upon transfer or
otherwise, for a Global Security or any portion thereof shall bear the
Securities Act Legend borne by such Global Security while represented thereby;

                        (ii)  subject to the following clauses of this Section
3.06(c), a new Security which is not a Global Security and is issued in exchange
for another Security (including a Global Security) or any portion thereof, upon
transfer or otherwise, shall bear the Securities Act Legend borne by such other
Security;

                        (iii) Registered Securities shall not bear a Securities
Act Legend;

                        (iv)  in connection with a transfer or exchange of
Securities or beneficial interests therein, (1) a new Security not bearing a
Securities Act Legend may be issued in exchange for or in lieu of a Security
(other than a Global Security) or any portion thereof bearing such a legend and
(2) beneficial interests in a Security bearing a Securities Act Legend may be
exchanged for beneficial interests in a Security not bearing such a legend, in
each case, only if:

                              (A)   such transfer or exchange is effected
      pursuant to an Exchange Offer in accordance with a Registration Rights
      Agreement, and the recipient of such Securities or beneficial interests
      certifies that

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<PAGE>

      it is not (1) a broker-dealer, (2) a Person participating in a
      distribution of the Exchange Securities or (3) a Person who is an
      affiliate (as defined in Rule 144) of the Company;

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

                              (C)   such transfer or exchange is effected by a
      broker-dealer registered under the Exchange Act pursuant to an Exchange
      Registration Statement;

                              (D)   in the case of a transfer of a Security or
      beneficial interest therein, (1) the transferor certifies in writing to
      the Security Registrar that (I) the restrictions on transfer contained in
      the Securities Act Legend are not required to maintain compliance with the
      Securities Act, (II) such transfer is being effected pursuant to (x) Rule
      144, (y) Rule 903 or 904 of Regulation S or (z) another exemption from
      registration under the Securities Act and (III) such transfer is in
      compliance with all applicable state securities laws, and (2) if the
      Security Registrar so requests (or if required by any Applicable
      Procedures), the Security Registrar has received an Opinion of Counsel in
      form reasonably acceptable to the Security Registrar that such transfer is
      in compliance with the Securities Act, and the restrictions on transfer
      contained in the Securities Act Legend are not required to maintain
      compliance with the Securities Act; or

                              (E)   in the case of an exchange by an owner of a
      Security with a Securities Act Legend (or beneficial interest therein) for
      a Security without a Securities Act Legend (or beneficial interest
      therein), (1) such owner certifies in writing to the Security Registrar
      that (I) the restrictions on transfer contained in the Securities Act
      Legend are not required to maintain compliance with the Securities Act,
      (II) the Security (or beneficial interest therein) being received in the
      exchange by such owner is being acquired for such owner's own account
      without transfer, (III) such exchange is being effected in compliance with
      the Securities Act and with all transfer restrictions applicable to the
      Security (or beneficial interest therein) contained in this Indenture, and
      (IV) such transfer is in compliance with all applicable state securities
      laws, and (2) if the Security Registrar so requests (or if required by any
      Applicable Procedures), the Security Registrar has received an Opinion of
      Counsel in form reasonably acceptable to the Security Registrar that such
      transfer is in compliance with the Securities Act, and the restrictions on
      transfer contained in the Securities Act Legend are not required to
      maintain compliance with the Securities Act; and

                        (v)   notwithstanding the foregoing provisions of this
Section 3.06(c), a Successor Security of a Security that does not bear a
particular form of Securities Act Legend shall bear a Securities Act Legend if
the Company has reasonable cause to believe that such Successor Security is a
"restricted security" within the meaning

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<PAGE>

of Rule 144, in which case the Trustee, at the direction of the Company, shall
authenticate and deliver a new Security bearing a Securities Act Legend in
exchange for such Successor Security as provided in this Article III.

            Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

            Upon the issuance of any new Security under this Section 3.07, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charges or fees required by law that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

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

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

            Section 3.08 Payment of Interest; Interest Rights Preserved.

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

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<PAGE>

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

            (a)   The Company may elect to make payment of any Defaulted
Interest on a class of Securities to the Persons in whose names the relevant
Securities (or their respective Predecessor Securities) are registered at the
close of business on a date (a "Special Record Date") for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the class of Security on which Defaulted
Interest is proposed to be paid, the amount of Defaulted Interest proposed to be
paid on each such Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as provided
in this clause. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of the relevant Securities
at his, her or its address as it appears in the Security Register, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
relevant Securities (or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (b).

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

            Subject to the foregoing provisions of this Section 3.08, (i) each
2010 Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other 2010 Security shall carry the rights to
interest or Liquidated Damages, if any, accrued and unpaid, and to accrue
interest and Liquidated Damages, if any, which were carried by such other 2010
Security , and (ii) each 2012 Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu

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<PAGE>

of any other 2012 Security shall carry the rights to interest or Liquidated
Damages, if any, accrued and unpaid, and to accrue interest and Liquidated
Damages, if any, which were carried by such other 2012 Security.

            Section 3.09 Persons Deemed Owners.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 3.08) interest (and Liquidated Damages, if any), on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

            None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for (i) any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security, (ii) for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests or (iii) for any
other matters relating to the actions or practices of the Depositary.

            Section 3.10 Cancellation.

            All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any Offer to Purchase, pursuant to
Section 10.14 or 10.16, shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section 3.10,
except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall (subject to the record-retention requirements of the Exchange
Act) be disposed of as directed by a Company Order.

            Section 3.11 Computation of Interest.

                  (a)   Interest (other than Liquidated Damages) on the 2012
Securities shall be computed on the basis of a 360-day year of twelve 30-day
months.

                  (b)   Interest (other than Liquidated Damages) on the 2010
Securities shall be computed by the Calculation Agent as follows:

                        (i)   The amount of interest for each day that the 2010
Securities are outstanding (the "Daily Interest Amount") will be calculated by
dividing the interest rate in effect for such day by 360 and multiplying the
result by the principal

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<PAGE>

amount of the 2010 Securities. The amount of interest to be paid on the 2010
Securities for each Interest Period will be calculated by adding the Daily
Interest Amounts for each day in the Interest Period;

                        (ii)  All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting
from such calculations will be rounded to the nearest cent (with one-half cent
being rounded upwards); and

                        (iii) The interest rate on the 2010 Securities will in
no event be higher than the maximum rate permitted by New York law as the same
may be modified by United States law of general application.

            The Calculation Agent will, upon the request of the Holder of any
2010 Security, provide the interest rate then in effect with respect to the 2010
Securities. All calculations made by the Calculation Agent in the absence of
manifest error will be conclusive for all purposes and binding on the Company,
its Restricted Subsidiaries and the Holders of the 2010 Securities.

                  (c)   Liquidated Damages on Original Securities shall be
computed on the basis of a seven-day week, and the number of days actually
elapsed.

            Section 3.12 Guarantors' Affirmations.

            It is a condition precedent to the issuance of any of the following
Securities that (and the Trustee shall not authenticate any of the following
Securities, unless), at or prior to the issuance of (i) any Exchange Securities,
(ii) any Additional Securities or (iii) any new Securities pursuant to Section
3.07, each Guarantor shall have affirmed in writing, in form and substance
satisfactory to the Trustee, that the Subsidiary Guarantee of such Guarantor
applies to such Securities. Each Guarantor shall make the affirmations required
by the preceding sentence.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

            Section 4.01 Satisfaction and Discharge of Indenture.

            This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (a)   either

                                       73
<PAGE>

                        (i)   all Securities theretofore authenticated and
delivered (other than (A) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.07 and (B)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.03) have been delivered
to the Trustee for cancellation; or

                        (ii)  all such Securities not theretofore delivered to
the Trustee for cancellation have become due and payable,

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

                  (b)   the Company and/or the Guarantors have paid or caused to
be paid all other sums payable hereunder by the Company and/or the Guarantors;
and

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

            Notwithstanding the satisfaction and discharge of this Indenture
pursuant to this Article IV, the obligations of the Company to the Trustee under
Section 6.07, the Obligations of the Trustee to any Authenticating Agent under
Section 6.14 and, if money has been deposited with the Trustee pursuant to
subclause (ii) of clause (a) of this Section, the obligations of the Trustee
under Section 4.02 and the last paragraph of Section 10.03 shall survive. The
Collateral shall be released from the Second Priority Liens securing the
Securities Obligations, as provided by Section 13.03(b) hereof, upon a
satisfaction and discharge in accordance with the provisions described in this
Article IV.

            Section 4.02 Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 10.03,
all money deposited with the Trustee pursuant to Section 4.01 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest (and Liquidated Damages, if any), for whose payment such money
has been deposited with the Trustee.

                                       74
<PAGE>

                                   ARTICLE V

                                    REMEDIES

            Section 5.01 Events of Default.

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

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

                  (b)   failure to pay any interest or Liquidated Damages, if
any, upon any Security for a period of 30 consecutive days or more after any
such amounts become due and payable;

                  (c)   failure to offer to purchase or to purchase Securities,
in the time periods required by this Indenture, required to be purchased by the
Company pursuant to Section 10.14 or 10.16;

                  (d)   failure to perform or comply with, or breach of, Article
VIII;

                  (e)   failure to perform, or breach of, any covenant or
agreement of the Company in this Indenture or the Collateral Documents (other
than a covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section 5.01 specifically addressed), and continuance of such
failure or breach for a period of 30 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the Outstanding Securities a written notice specifying such failure or breach
and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder;

                  (f)   a default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or
is created after the Issue Date, if that default: (A) is caused by a failure to
pay principal of, or interest or premium, if any, on such Indebtedness prior to
the expiration of the grace period provided in such Indebtedness on the date of
such default (a "Payment Default"); or (B) results in the acceleration of such
Indebtedness prior to its express maturity, and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any

                                       75
<PAGE>

other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $20.0 million or more;

                  (g)   a final judgment or final judgments for the payment of
money are entered against the Company or any Restricted Subsidiary of the
Company in an aggregate amount in excess of $20.0 million, excluding amounts
covered by insurance, which judgments remain undischarged, unstayed or unbonded
for a period (during which execution shall not be effectively stayed) of 60 days
after the right to appeal has expired;

                  (h)   any of the Subsidiary Guarantees ceases to be in full
force and effect or any of the Subsidiary Guarantees is declared to be null and
void and unenforceable or any of the Subsidiary Guarantees is found to be
invalid, in each case by a court of competent jurisdiction in a final
non-appealable judgment, or any of the Guarantors denies its liability under its
Subsidiary Guarantee or fails to make an affirmation required by Section 3.12
(other than by reason of release of a Guarantor in accordance with the terms of
this Indenture);

                  (i)   unless all of the Collateral shall have been released
from the Second Priority Liens in accordance with the provisions of the
Collateral Documents and this Indenture (A) any default by the Company or any of
its Restricted Subsidiaries party thereto in the performance of the Collateral
Documents which adversely affects the enforceability, validity, perfection (in
the case of Collateral for which perfection is required under the Collateral
Documents) or priority of any Second Priority Lien on a material portion of the
Collateral granted to the Collateral Trustee for its benefit and the benefit of
the Trustee and the Holders, (B) the repudiation or disaffirmation by the
Company or any of its Restricted Subsidiaries party thereto of its material
obligations under the Collateral Documents or (C) the determination in a final,
non-appealable judicial proceeding that any material rights under the Collateral
Documents are unenforceable or invalid against the Company or any of its
Restricted Subsidiaries that are party thereto for any reason with respect to a
material portion of the Collateral (which default, repudiation, disaffirmation
or determination is not rescinded, stayed or waived by the Persons having such
authority pursuant to the Collateral Documents or otherwise cured within 30 days
after written notice to the Company by the Trustee or Holders of at least 25% in
aggregate principal amount of outstanding Securities);

                  (j)   the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company or any Significant
Subsidiary of the Company in an involuntary case or proceeding under any
applicable Federal or state bankruptcy, insolvency, reorganization or other
similar law (a "Bankruptcy Law") or (B) a decree or order adjudging the Company
or any such Significant Subsidiary bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any such Significant Subsidiary
under any applicable Federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or any such Significant Subsidiary or of any substantial part of the
property of the Company or any such Significant Subsidiary, or ordering the
winding up or

                                       76
<PAGE>

liquidation of the affairs of the Company or any such Significant Subsidiary,
and the continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 60 consecutive days; or

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

            Section 5.02 Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default (other than an Event of Default specified in
Section 5.01(j) or (k)) occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities may declare the principal of all the Securities to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal (and
premium, if any), any accrued interest and Liquidated Damages, if any, shall
become immediately due and payable. If an Event of Default specified in Section
5.01(j) or (k) occurs, the principal of (and premium, if any), any accrued
interest and Liquidated Damages, if any, on the Securities then Outstanding
shall ipso facto become immediately due and payable without any declaration or
other Act on the part of the Trustee or any Holder.

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

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<PAGE>

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

                        (i)   all Defaulted Interest on all Securities;

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

                        (iii) to the extent that payment of such interest is
lawful, interest upon Defaulted Interest, at the rate provided by the
Securities; and

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

            and

                  (b)   all Defaults and Events of Default, other than the
non-payment of the principal of Securities which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
5.13.

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

            In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if it then had elected to redeem the Securities pursuant to the
optional redemption provisions of this Indenture, an equivalent premium will
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Securities.

            With respect to the 2010 Securities, if an Event of Default occurs
prior to March 15, 2006 by reason of any willful action or inaction taken or not
taken by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the 2010 Securities prior to March 15, 2006, then,
upon acceleration of the Securities, an additional premium shall also become and
be immediately due and payable at an amount, for each of the years beginning
March 15 of each of the years set forth below, as set forth below (expressed as
a percentage of the principal amount of each 2010 Security):

<TABLE>
<CAPTION>
                                                              ADDITIONAL
YEAR                                                            PREMIUM
----                                                          ----------
<S>                                                           <C>
2004...................................................         4.000%
2005...................................................         3.000%
</TABLE>

                                       78
<PAGE>

            With respect to the 2012 Securities, if an Event of Default occurs
prior to March 15, 2008 by reason of any willful action or inaction taken or not
taken by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the 2012 Securities prior to March 15, 2008, then,
upon acceleration of the 2012 Securities, an additional premium shall also
become and be immediately due and payable at an amount, for each of the years
beginning March 15 of each of the years set forth below, as set forth below
(expressed as a percentage of the principal amount of each 2012 Security):

<TABLE>
<CAPTION>
                                                                     ADDITIONAL
YEAR                                                                   PREMIUM
----                                                                 ----------
<S>                                                                  <C>
2004........................................................          12.375%
2005........................................................          10.313%
2006........................................................           8.250%
2007........................................................           6.188%
</TABLE>

            Section 5.03 Collection of Indebtedness and
                         Suits for Enforcement by Trustee.

            If an Event of Default specified in Section 5.01(a), (b) or (c)
occurs and is continuing, subject to the terms of the Intercreditor Agreement,
the Trustee is authorized to recover judgment in its own name and as Trustee of
an express trust against the Company for the whole amount of principal of,
premium and Liquidated Damages, if any, and interest remaining unpaid on the
Securities 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 5.04 Trustee May File Proofs of Claim.

            Subject to the terms of the Intercreditor Agreement, in case of any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

                                       79
<PAGE>

            No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that, subject to the terms of the Intercreditor Agreement, the Trustee
may, on behalf of the Holders, vote for the election of a trustee in bankruptcy
or similar official and may be a member of the creditors committee.

            Section 5.05 Trustee May Enforce Claims
                         Without Possession of Securities.

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

            Section 5.06 Application of Money Collected.

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

            FIRST: To the payment of all amounts due the Trustee under Section
6.07;

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

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

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<PAGE>

            Section 5.07 Limitation on Suits.

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

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

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

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

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

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

            Section 5.08 Unconditional Right of Holders to Receive
                         Principal, Premium, Interest and Liquidated Damages.

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

            Section 5.09 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

                                       81
<PAGE>

Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

            Section 5.10 Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 3.07, 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
employment of any right or remedy hereunder, otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

            Section 5.11 Delay or Omission Not Waiver.

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

            Section 5.12 Control by Holders.

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

                  (a)   such direction shall not be in conflict with any rule of
law or with this Indenture, the Collateral Documents or the Intercreditor
Agreement;

                  (b)   the Trustee may take any other action deemed proper by
the Trustee in furtherance of or consistent with, such direction; and

                  (c)   subject to the provisions of Section 6.01, the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, determines that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith determines that the
action or proceedings so directed might involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions or
forbearances specified in or pursuant to such direction shall be unduly
prejudicial to the interest of Holders of the Securities not joining in the
giving of said direction, it being understood that the Trustee shall have no
duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders.

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<PAGE>

            Section 5.13 Waiver of Past Defaults.

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

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

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

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

            Section 5.14 Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act. This Section 5.14 does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 5.08 or a suit by the Holders of more than 10%
in aggregate principal amount of the Securities.

            Section 5.15 Waiver of Stay or Extension Laws.

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

                                       83
<PAGE>

                                   ARTICLE VI
                                   THE TRUSTEE

            Section 6.01 Certain Duties and Responsibilities.

                  (a)   The duties and responsibilities of the Trustee shall be
as provided in this Indenture and by the Trust Indenture Act. Notwithstanding
the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. If a Default or an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as
a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 6.01.

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

                        (i)   this Section 6.01(b) does not limit the effect of
Section 6.03;

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

                        (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 5.12.

            Section 6.02 Notice of Defaults.

            The Trustee shall give the Holders notice of any Default hereunder
within 90 days after the occurrence thereof as and to the extent provided by the
Trust Indenture Act. Except in the case of a Default or an Event of Default in
payment of principal of (and premium, if any, on) or interest (or Liquidated
Damages, if any), on any Securities, the Trustee may withhold the notice to the
Holders if and so long as a committee of its trust officers in good faith
determines that withholding such notice is in the interests of the Holders.

                                       84
<PAGE>

            Section 6.03 Certain Rights of Trustee.

            Subject to the provisions of Section 6.01:

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

                  (b)   except during the continuance of a Default or an Event
of Default, in the absence of bad faith in its part, the Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, Officers' Certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of Indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties; provided
that the Trustee shall examine all Officers' Certificates, opinions and other
documents produced pursuant to the requirements of this Indenture to determine
whether or not they conform to the requirements of this Indenture;

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

                  (d)   whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate; provided that the Trustee shall
examine such Officer's Certificate to determine whether or not it conforms to
the requirements of this Indenture;

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

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

                  (g)   the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
unless requested to do so by the

                                       85
<PAGE>

Holders of not less than a 10% of the aggregate principal amount of the
Securities then Outstanding, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company;

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

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

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

                  (k)   except for (i) a default under Sections 5.01(a), (b) or
(c) hereof, or (ii) any other Default or Event of Default of which the Trustee
has "actual knowledge" the Trustee shall not be deemed to have notice of any
Default or Event of Default unless specifically notified in writing of such
Default or Event of Default. As used herein, the term "actual knowledge" means
the actual fact or statement of knowing, without any duty to make any
investigation with regard thereto.

            Section 6.04 Not Responsible for Recitals or Issuance of Securities.

            The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds thereof.

            Section 6.05 May Hold Securities.

            The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

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<PAGE>

            Section 6.06 Money Held in Trust.

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

            Section 6.07 Compensation and Reimbursement.

            The Company agrees:

                  (a)   to pay to each of the Trustee, the Collateral Trustee,
the Calculation Agent or any agent or trustee thereof, from time to time, and
each of the Trustee, the Collateral Trustee, or any agent or trustee thereof,
shall be entitled to, reasonable compensation for all services rendered by it
hereunder or under any Collateral Document or the Intercreditor Agreement (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust, but shall not be duplicative of
any compensation paid pursuant to the Collateral Documents or the Intercreditor
Agreement);

                  (b)   except as otherwise expressly provided herein, to
reimburse each of the Trustee, the Collateral Trustee, the Calculation Agent or
any agent or trustee thereof, upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee, the Collateral
Trustee, the Calculation Agent or any agent or trustee thereof, in accordance
with any provision of this Indenture, including costs of collection (including
the reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or willful misconduct and except for any such
expense, disbursement or advance as may have been reimbursed pursuant to the
Collateral Documents or the Intercreditor Agreement; and

                  (c)   to indemnify each of the Trustee, the Collateral
Trustee, the Calculation Agent or any agent or trustee thereof, for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against or investigating any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.

            The obligations of the Company under this Section 6.07 shall survive
the satisfaction and discharge of this Indenture. As security for the
performance of such obligations of the Company, each of the Trustee, the
Collateral Trustee, the Calculation Agent or any agent or trustee thereof, shall
have a claim prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
principal of (and premium, if any) and interest (and Liquidated Damages, if
any), on particular Securities. When the Trustee, the Collateral Trustee, the
Calculation

                                       87
<PAGE>

Agent or any agent or trustee thereof, incurs expenses or renders services in
connection with an Event of Default specified in Article V hereof, the expenses
(including reasonable fees and expenses of its counsel) and the compensation for
the services in connection therewith are intended to constitute expense of
administration under any applicable bankruptcy law.

            Section 6.08 Disqualification; Conflicting Interests.

            If the Trustee has or acquires a "conflicting interest" within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
conflicting interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.
Neither the Company nor any Affiliate of the Company shall serve as the Trustee.
The Trustee is subject to Section 310(b) of the Trust Indenture Act.

            Section 6.09 Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act (including, without
limitation, Sections 310(a)(1), (2) and (5) thereof) to act as such and has (or
in the case of a Person included in a bank holding company system, the related
bank holding company shall have) a combined capital and surplus of at least
$100.0 million and its Corporate Trust Office in New York City or Minneapolis.
If such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section 6.09, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee ceases to be
eligible in accordance with the provisions of this Section 6.09, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VI.

            Section 6.10 Resignation and Removal; Appointment of Successor.

                  (a)   No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article VI shall become
effective until the acceptance of appointment by the successor Trustee under
Section 6.11.

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

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

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<PAGE>

                  (d)   If at any time:

                        (i)   the Trustee fails to comply with Section 6.08
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six (6) months, or

                        (ii)  the Trustee ceases to be eligible under Section
6.09 and fails to resign after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six (6)
months, or

                        (iii) the Trustee becomes incapable of acting or is
adjudged bankrupt or insolvent or a receiver of the Trustee or of its property
is appointed or any public officer takes charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee, or (B) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six (6) months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

                  (e)   If the Trustee resigns, is removed or becomes incapable
of acting, or if a vacancy occurs in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee is appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee has been so appointed by the Company or the Holders and
accepted appointment in the manner hereinafter provided, any Holder who has been
a bona fide Holder of a Security for at least six (6) months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

                  (f)   The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.06. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

            Section 6.11 Acceptance of Appointment by Successor.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the

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<PAGE>

retiring Trustee; but, on request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder. Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.

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

            Section 6.12 Merger, Conversion,
                         Consolidation or Succession to Business.

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

            Section 6.13 Preferential Collection of Claims Against Company.

            If and when the Trustee shall be or become a creditor, directly or
indirectly, secured or unsecured, of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor). The Trustee is subject to Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship listed in Section 311(b) of
the Trust Indenture Act. A Trustee that has resigned or been replaced shall be
subject to Section 311(a) of the Trust Indenture Act to the extent indicated
therein.

            Section 6.14 Appointment of Authenticating Agent.

            The Trustee may appoint an Authenticating Agent or Agents which
shall be authorized to act on behalf of the Trustee to authenticate Securities
issued upon original issue and upon exchange, registration of transfer or
partial redemption or pursuant to Section 3.07, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the

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<PAGE>

Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having (or in the case of a corporation included in a bank holding
company system, the related bank holding company having) a combined capital and
surplus of not less than $100.0 million and subject to supervision or
examination by Federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
ceases to be eligible in accordance with the provisions of this Section 6.14,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section 6.14.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
is a party, or any corporation succeeding to the Corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent; provided such corporation shall be otherwise eligible
under this Section 6.14, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent ceases to be eligible in accordance with the provisions of
this Section 6.14, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders as their names
and addresses appear in the Security Register. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless it is eligible under the provisions of this
Section 6.14.

            The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.14, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

            If an appointment is made pursuant to this Section 6.14, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:

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<PAGE>

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

                                     U.S. Bank National Association, As
                                       Trustee

                                     By: _______________________________________
                                         As Authenticating Agent

                                     By: _______________________________________
                                         Authorized Officer

                                  ARTICLE VII

                           HOLDERS' LISTS AND REPORTS
                             BY TRUSTEE AND COMPANY

            Section 7.01 Company to Furnish Trustee
                         Names and Addresses of Holders.

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

                  (a)   semi-annually, not more than 15 days after each 2012
Securities Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of the 2012
Securities as of such 2012 Securities Regular Record Date,

                  (b)   quarterly, not more than 15 days after each 2010
Securities Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of the 2010
Securities as of such 2010 Securities Regular Record Date; and

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

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

            Section 7.02 Preservation of Information; Communications to Holders.

                  (a)   The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list with respect to each class of Securities furnished to the Trustee as
provided in Section 7.01 and the names and addresses of Holders received by the
Trustee in its

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<PAGE>

capacity as Security Registrar. The Trustee may destroy any list furnished to it
as provided in Section 7.01 upon receipt of a new list so furnished.

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

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

            Section 7.03 Reports by Trustee.

                  (a)   The Trustee shall transmit to the Holders such reports
required pursuant to the Trust Indenture Act as promptly as practicable after
each May 15 and beginning on May 15, 2005, or at such other time as may be
provided in the Trust Indenture Act, in the manner provided in the Trust
Indenture Act.

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

            Section 7.04 Reports by Company.

                  (a)   The Company shall file with the Commission, and provide
to the Trustee and the Holders, annual reports and such other information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to the Trust Indenture Act.

                  (b)   Whether or not required by the rules and regulations of
the Exchange Act or the Commission, so long as any of the Securities remain
outstanding, the Company shall:

                        (i)   furnish to the Holders and the Trustee

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

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<PAGE>

                              (B)   all current reports that would be required
      to be filed with the Commission on Form 8-K of the Exchange Act if the
      Company were required to file such reports; and

                        (ii)  file a copy of all such information and reports
referred to in (i)(A) and (i)(B) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations, unless the Commission does not accept such filings, and make such
information and reports available to securities analysts and prospective
investors upon request.

                  (c)   If the Company at any time is not subject to the
reporting requirements of Section 13 or Section 15(d) of the Exchange Act (or
any successor provisions) at any time while any Security constitutes a
"restricted security" within the meaning of Rule 144, the Company shall take all
actions necessary to permit resales of the Original Securities (or any Successor
Securities) to be made pursuant to Rule 144A, including furnishing to any holder
of such a Security (or a beneficial interest therein), or to any prospective
purchaser designated by such holder, upon the request of such holder, such
financial and other information as may be required to be delivered under
paragraph (d)(4) of Rule 144A to permit such resales and such information that
would be required if the Company were subject to the informational requirements
of Sections 13 or 15(d) of the Exchange Act.

                                  ARTICLE VIII

                             CONSOLIDATION, MERGER,
                          CONVEYANCE, TRANSFER OR LEASE

            Section 8.01 Company May Consolidate, Etc. Only on Certain Terms.

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

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

                  (b)   (i) the Company is the surviving entity or (ii) the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by transfer, conveyance, sale, lease or other disposition
all or substantially all of the properties and assets of the Company as an
entirety (a "Successor Company") is a corporation that is organized and validly
existing under the laws of the United States of

                                       94
<PAGE>

America, any state thereof or the District of Columbia and, by an indenture
supplemental hereto executed and delivered to the Trustee, in form satisfactory
to the Trustee, expressly assumes the due and punctual payment of the principal
of (and premium, if any) and interest on all the Securities and the performance
of every covenant of this Indenture on the part of the Company to be performed
or observed;

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

                  (d)   (1) immediately after giving effect to such transaction,
and treating any Indebtedness Incurred by the Company or any Restricted
Subsidiary as a result of such transaction as having been Incurred at the time
of such transaction, the Company or the Successor Company would be permitted to
Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph
of Section 10.08 or (2) the Operating Cash Flow Ratio for the Company, or its
permitted successor or transferee, will, on the date of such transaction after
giving pro forma effect thereto and any related financing transactions as if the
same had occurred at the beginning of the Reference Period, not be greater than
such Operating Cash Flow Ratio for the Company immediately prior to such
transaction; and

                  (e)   the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer, lease or disposition and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, complies with this Article VIII and that all conditions precedent
herein provided for relating to such transaction have been complied with, and,
with respect to such Officers' Certificate, setting forth the manner of
determination of the Company's (or the Successor Company's, as the case may be)
Consolidated Net Worth in accordance with clause (c) of this Section 8.01 and
ability to Incur Indebtedness in accordance with clause (d) of this Section
8.01, except as provided below.

            Notwithstanding the foregoing, the Company may do the following
without complying with clause (d) above: (1) any Change of Domicile transaction
or (2) the creation of, or the merger, amalgamation, combination or
consolidation of the Company with or into a Wholly Owned Restricted Subsidiary
for the purpose of forming, a holding company whose only substantial asset is
the Capital Stock of the Company, with any such holding company structure being
disregarded.

            Section 8.02 Successor Substituted.

            Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety in accordance with Section 8.01, the successor Company
shall succeed to, and be substituted for, and

                                       95
<PAGE>

may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

            Section 9.01 Supplemental Indentures and Amendments to the
Securities, the Collateral Documents or the Intercreditor Agreement Without
Consent of Holders.

            Without the consent of any Holders, the Company and the Guarantors,
when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may amend or supplement this Indenture, the Securities, the
Collateral Documents or the Intercreditor Agreement (as provided in clause (9))
(such amendment or supplement being in form satisfactory to the Trustee) for any
of the following purposes:

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

            (2)   to provide for uncertificated Securities in addition to or in
place of Certificated Securities;

            (3)   to provide for the assumption of the Company's obligations to
Holders of Securities in the case of a consolidation, amalgamation, combination
or merger or sale of all or substantially all of the Company's assets in
accordance with the provisions described in Article VIII;

            (4)   to make any change that would provide any additional rights or
benefits to the Holders of Securities or that does not adversely affect the
legal rights under this Indenture of any such Holder;

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

            (6)   to release any Guarantor from its Obligations under its
Subsidiary Guarantee and this Indenture in accordance with this Indenture;

            (7)   to evidence and provide for the acceptance of appointment of a
successor Trustee;

            (8)   to provide for the issuance of Additional Securities in
accordance with this Indenture; or

                                       96
<PAGE>

            (9)   to make any amendment necessary under Section 13.09
(including, without limitation, an amendment, restatement, modification or
replacement of the Intercreditor Agreement).

            (10)  to release any Collateral pursuant to Section 3.2(y) of the
Collateral Agreement.

            Section 9.02 Supplemental Indentures and Amendments to the
Securities, the Collateral Documents or the Intercreditor Agreement with Consent
of Holders.

            With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company and the Guarantors, when authorized
by a Board Resolution, and the Trustee may amend or supplement this Indenture,
the Securities, the Collateral Documents or the Intercreditor Agreement;
provided, however, that no such amendment or supplement shall, without the
consent of the Holder of each Outstanding Security affected thereby:

                  (a)   change the Stated Maturity of the principal of, or any
installment of interest or Liquidated Damages, if any, on, any Security;

                  (b)   reduce the principal amount of, or premium, if any, or
interest or Liquidated Damages, if any, on any Security;

                  (c)   change the place or currency of payment of principal of,
or premium, if any, or interest or Liquidated Damages, if any, on any Security;

                  (d)   impair the right to institute suit for the enforcement
of any payment on or with respect to any Security, except a rescission of
acceleration of the Securities pursuant to Section 5.02;

                  (e)   reduce the percentage in aggregate principal amount of
the Outstanding Securities, the consent of whose Holders is required to amend
this Indenture or for any such supplemental indenture, or the consent of whose
Holders is required for any waiver provided for in this Indenture;

                  (f)   release any Guarantor from any of its Obligations under
its Subsidiary Guarantee or this Indenture, except as otherwise in accordance
with this Indenture;

                  (g)   release any Collateral from the Liens created by the
Collateral Documents, except as specifically provided for herein and in the
Collateral Documents;

                  (h)   modify any of the provisions of this Section 9.02,
Section 5.13 or Section 10.18, except to increase any percentage specified in
any such

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provision or to provide that additional provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding
Security affected thereby;

                  (i)   modify or add any provision of this Indenture affecting
the ranking of the Securities in a manner that adversely affects the Holders of
the Securities;

                  (j)   following the mailing of an Offer to Purchase Securities
pursuant to Sections 10.14 or 10.16, modify the provisions of this Indenture
with respect to such Offer to Purchase in a manner adverse to such Holder; or

                  (k)   alter the Redemption Price specified in the form of
Security set forth in Article II or waive a redemption payment with respect to
any Security thereunder.

            The modification of a definition in this Indenture, a Security, the
Intercreditor Agreement or a Collateral Document, to the extent such
modification affects the interpretation of any provision whose modification is
restricted as provided in clauses (a) through (k) above, shall be deemed to be a
modification of such provision.

            It shall not be necessary for any Act of Holders under this Section
9.02 to approve the particular form of any proposed amendment or supplement, but
it shall be sufficient if such Act shall approve the substance thereof. The 2010
Securities and the 2012 Securities shall be treated as a single class for
purposes of this Section 9.02.

            Notwithstanding the foregoing, during any First Lien Obligation
Period, in the event the First Lien Agent or the First Lien Lenders enter into
any amendment, waiver or consent in respect of any of the First Lien Security
Documents for the purpose of adding to, or deleting from, or waiving or
consenting to any departures from any provisions of any First Lien Security
Document or changing in any manner the rights of the First Lien Agent, the First
Lien Lenders, the Company or the Guarantors thereunder, then such amendment,
waiver or consent shall apply automatically to any comparable provision of the
Comparable Collateral Document without the consent of the Trustee or the Holders
and without any action by the Trustee, the Company or any Guarantor; provided,
however, (A) that no such amendment, waiver or consent shall be effective to (i)
release any Lien of the Collateral Documents, (ii) remove assets subject to the
Lien of the Collateral Documents or (iii) adversely affect the perfection or
priority of any such Lien, except, in each case, to the extent that a release
of, or adverse effect on the perfection or priority of, such Lien is permitted
by Section 5.1 or Section 5.3(c) or (d) (or any comparable provision) of the
Intercreditor Agreement) and (B) notice of such amendment, waiver or consent
shall have been given to the Trustee.

            Section 9.03 Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture or other amendment permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Securities or
the Collateral Documents (as applicable), the Trustee shall be entitled to
receive, and (subject

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to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture or other amendment is
authorized pursuant to, is permitted by, and that all conditions precedent have
been met under, this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture or other amendment which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

            Section 9.04 Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture or other amendment
under this Article IX, this Indenture, the Securities, the Intercreditor
Agreement or the Collateral Documents (as applicable) shall be modified in
accordance therewith, and such supplemental indenture or other amendment shall
form a part of this Indenture, the Securities, the Intercreditor Agreement or
the Collateral Documents (as applicable) for all purposes and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

            Section 9.05 Conformity with Trust Indenture Act.

            Every supplemental indenture or other amendment executed pursuant to
this Article IX shall conform to the requirements of the Trust Indenture Act.

            Section 9.06 Reference in Securities to Supplemental Indentures.

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

            Section 9.07 Notice of Supplemental Indenture.

            Promptly after the execution by the Company and the Trustee of any
supplemental indenture or other amendment pursuant to Section 9.02, the Company
shall transmit to the Holders a notice setting forth the substance of such
supplemental indenture or other amendment.

            Section 9.08 Revocation and Effect of Consents.

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

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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.

                                    ARTICLE X

                                    COVENANTS

            Section 10.01 Payment of Principal, Premium and Interest.

            The Company shall duly and punctually pay the principal of (and
premium, if any), and interest (and Liquidated Damages, if any) on the
Securities in accordance with the terms of the Securities, this Indenture and
the Registration Rights Agreement.

            The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to the then applicable interest rate on the Securities, to the extent lawful.
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on Defaulted Interest (without regard to
any applicable grace period) at the same rate, to the extent lawful.

            Section 10.02 Maintenance of Office or Agency.

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

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

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            Section 10.03 Money for Security Payments to be Held in Trust.

            If the Company at any time acts as its own Paying Agent, it shall,
on or before each due date of the principal of (or premium, if any) or interest
(or Liquidated Damages, if any) on any of the Securities segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
such amounts so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and shall promptly notify the Trustee
of its action or failure so to act. The Company hereby appoints the Trustee as
the Paying Agent as of the Issue Date.

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

            The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee, subject to the provisions of this Section 10.03, that
such Paying Agent shall:

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

                  (b) give the Trustee prompt written notice of any default by
the Company (or any other obligor upon the Securities) in the making of any
payment of principal, if any, Liquidated Damages, if any, or interest; and

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

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

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any), Liquidated Damages, if any, or interest on any Security and remaining
unclaimed for two years after such principal (and premium, if any), Liquidated
Damages, if any, or interest

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has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be publicly disseminated, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.

            Section 10.04 Existence.

            The Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the preservation thereof is
no longer desirable in the conduct of the business of the Company and its
Restricted Subsidiaries, taken as a whole, and the loss thereof is not
materially adverse to the Holders of the Securities; provided further, that this
Section 10.04 does not prohibit any transaction permitted by Section 10.14 or
Article VIII.

            Section 10.05 Maintenance of Properties.

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

            Section 10.06 Payment of Taxes.

            The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (l) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Restricted Subsidiaries or upon the income, profits or property of the
Company or any of its Restricted Subsidiaries, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company or any of its Restricted Subsidiaries; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim

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whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.

            Section 10.07 Maintenance of Insurance.

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

            Section 10.08 Limitation on Consolidated Indebtedness.

            The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, Incur any Indebtedness, including
Acquired Indebtedness, except that the Company and any Guarantor may Incur
Indebtedness, if the Company's Operating Cash Flow Ratio would have been less
than 7.0 to 1.0.

            Notwithstanding the above, the Company and its Restricted
Subsidiaries may Incur the following Indebtedness without regard to the above
limitations:

                  (a) Indebtedness Incurred by the Company that is evidenced by
the Securities on the Issue Date and a like aggregate principal amount of
Exchange Securities and Indebtedness of the Guarantors in respect of Subsidiary
Guarantees of the foregoing;

                  (b) Indebtedness, letters of credit and bankers' acceptances
Incurred by the Company under the Credit Agreement in an aggregate principal
amount not to exceed (A) $125.0 million at any time outstanding, reduced by the
amount of repayments and permanent reductions of Indebtedness Incurred under
this clause (b)(A) due to the application of Net Cash Proceeds after the Issue
Date as set forth in Section 10.14 plus (B) $125.0 million at any time
outstanding, reduced by the amount of repayments and permanent reductions of
Indebtedness Incurred under this clause (b)(B) due to the application of Net
Cash Proceeds after the Issue Date as set forth in Section 10.14, so long as, in
the case of Indebtedness incurred under clause (b)(B), at the time such
Indebtedness is Incurred, the Company's Operating Cash Flow Ratio would be less
than 7.0 to 1.0 and the Company's Senior Secured Operating Cash Flow Ratio would
be less than 2.0 to 1.0;

                  (c) Indebtedness of the Company or any of its Restricted
Subsidiaries owing to the Company or any of its Restricted Subsidiaries
("Intercompany Indebtedness"); provided that (A) in the case of any such
Indebtedness of the Company, such obligations will be unsecured and subordinated
by their terms in all respects to the Holders' rights pursuant to the Securities
and the Subsidiary Guarantees, and (B) if any event occurs that causes a Person
that is a Restricted Subsidiary to no longer be a Restricted Subsidiary, then
this clause (c) will no longer be applicable to such Indebtedness of that
Person;

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                  (d) Indebtedness of the Company or any Restricted Subsidiary
issued in exchange for, or to renew, replace, extend, refinance or refund, any
Indebtedness of the Company or such Restricted Subsidiary Incurred pursuant to
clauses (a), (d), (f), (h), (k) or (n) of this Section 10.08 or pursuant to the
first paragraph of this Section 10.08, which Indebtedness was outstanding or
committed on the date of exchange, renewal, replacement, extension, refinancing
or refunding; provided, however, that:

                              (A) such Indebtedness does not exceed the
      principal amount (or in the case of Redeemable Stock or Preferred Stock
      that constitutes Indebtedness, the aggregate redemption or repurchase
      price or liquidation value) of outstanding or committed Indebtedness so
      exchanged, renewed, replaced, extended, refinanced or refunded plus all
      accrued interest, dividends and redemption premiums on the Indebtedness
      and all fees, expenses, penalties and redemption premiums incurred in
      connection therewith;

                              (B) such exchanging, renewing, replacing,
      extending, refinancing or refunding Indebtedness has (x) a final maturity
      that is later than the final maturity of the Indebtedness being so
      exchanged, renewed, replaced, extended, refinanced or refunded, and (y) an
      Average Life, at the time of such exchange, renewal, replacement,
      extension, refinancing or refunding of such Indebtedness, that is equal to
      or greater than the Average Life of the Indebtedness being so exchanged,
      renewed, replaced, extended, refinanced or refunded;

                              (C) in the case of any exchanging, renewing,
      replacing, extending, refinancing or refunding of Indebtedness
      subordinated to the Securities (or Preferred Stock that constitutes
      Indebtedness), the exchanging, renewing, replacing, extending, refinancing
      or refunding Indebtedness ranks subordinate in right of payment to the
      Securities to substantially the same extent as, or to a greater extent
      than, the Indebtedness so exchanged, renewed, replaced, extended,
      refinanced or refunded; and

                              (D) no Indebtedness of the Company may be
      exchanged, renewed, replaced, extended, refinanced or refunded by the
      Incurrence of Indebtedness or the issuance of Capital Stock by any
      Restricted Subsidiary;

                  (e) Indebtedness Incurred by the Company or any of its
Restricted Subsidiaries under Hedge Agreements to protect the Company or any of
its Restricted Subsidiaries from interest or foreign currency risk on
Indebtedness permitted to be Incurred by this Indenture or to manage such risk;
provided, that the notional principal amount of any such Hedge Agreements does
not exceed the principal amount of Indebtedness to which such Hedge Agreements
relate, and such Hedge Agreements are not for speculative purposes;

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                  (f) Indebtedness of the Company and its Restricted
Subsidiaries existing on the Issue Date (other than Indebtedness Incurred under
clause (c) of this Section 10.08 ("Existing Indebtedness");

                  (g) any guarantee by any Restricted Subsidiary of any
Indebtedness Incurred under the Credit Agreement under clause (b) or (n) of this
Section 10.08;

                  (h) Acquired Indebtedness of the Company; provided that, on a
pro forma basis after giving effect to the Incurrence of such Acquired
Indebtedness, the Company would be able to Incur at least $1.00 of additional
Indebtedness pursuant to the provisions described under the first paragraph of
this Section 10.08.

                  (i) Indebtedness of the Company or any of its Restricted
Subsidiaries in respect of performance, bid, surety, appeal or similar bonds or
completion or performance guarantees provided in the ordinary course of
business;

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

                  (k) Indebtedness of the Company or any of its Restricted
Subsidiaries represented by Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case, Incurred for the purpose of financing
all or any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of the Company or any of its
Restricted Subsidiaries, in an aggregate principal amount, including all
Indebtedness Incurred pursuant to clause (d) of this Section 10.08 above in
exchange for, or to renew, replace, extend, refinance or refund any Indebtedness
Incurred pursuant to this clause (k), not to exceed the greater of 1.0% of Total
Assets at any time outstanding and $12.0 million;

                  (l) Indebtedness of the Company or any of its Restricted
Subsidiaries owed to, including obligations in respect of letters of credit for
the benefit of, any Person in connection with workers' compensation, health,
disability or other employee benefits or property, casualty or liability
insurance provided by such Person to the Company or any of its Restricted
Subsidiaries, in each case Incurred in the ordinary course of business;

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                  (m) Indebtedness of the Company or any of its Restricted
Subsidiaries arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the
ordinary course of business, provided that such Indebtedness is extinguished
within two Business Days after its Incurrence; and

                  (n) Indebtedness of the Company or any of its Restricted
Subsidiaries, other than Indebtedness permitted pursuant to clauses (a) through
(m) of this Section 10.08, which does not exceed $35 million at any time
outstanding including all Indebtedness Incurred pursuant to clause (d) of this
Section 10.08 in exchange for, or to renew, replace, extend, refinance or refund
any such Indebtedness.

            For the avoidance of doubt, all Indebtedness outstanding under the
Credit Agreement on the Issue Date, shall be deemed to have been Incurred under
clause (b) of this Section 10.08. For purposes of determining compliance with
this Section 10.08, in the event that an item of proposed Indebtedness meets the
criteria of more than one of the categories described in clause (a) and clauses
(c) through (n) of this Section 10.08, or is entitled to be Incurred pursuant to
the first paragraph of this Section 10.08, the Company, in its sole discretion,
will be permitted to classify such item of Indebtedness on the date of its
Incurrence, or later reclassify such item of Indebtedness, in any manner that
complies with this Section 10.08.

            The accrual of interest, the accretion or amortization of original
issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms and payments of dividends on
Redeemable Stock or Preferred Stock in the form of additional shares of the same
class of Redeemable Stock or Preferred Stock will not be deemed to be an
Incurrence of Indebtedness or an issuance of Redeemable Stock or Preferred Stock
for the purposes of this Section 10.08.

            Section 10.09 Limitation on Preferred Stock of Restricted
Subsidiaries.

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

                  (a) Preferred Stock outstanding on the Issue Date ("Existing
Preferred Stock");

                  (b) Preferred Stock issued to and held by the Company or any
Wholly Owned Restricted Subsidiary of the Company;

                  (c) Preferred Stock issued by a Person prior to the time such
Person became a Restricted Subsidiary of the Company; and

                  (d) Preferred Stock issued by a Restricted Subsidiary in
exchange for, or the proceeds of which are used to refinance outstanding
Preferred Stock of a Restricted Subsidiary; provided that (i) the liquidation
value of the refinancing Preferred Stock does not exceed the liquidation value
so refinanced plus financing fees

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and other expenses, penalties and premiums associated with such refinancing and
all accrued dividends on such Preferred Stock and (ii) such refinancing
Preferred Stock has no mandatory redemptions prior to (and in no greater amounts
than) the Preferred Stock being refinanced.

            The payment of dividends on Preferred Stock in the form of
additional shares of the same class of Preferred Stock shall not be deemed to be
a creation or issuance of Preferred Stock for purposes of this Section 10.09.

            Section 10.10 Limitation on Restricted Payments.

            The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to make, directly or indirectly, any Restricted
Payment, unless after giving effect to the Restricted Payment:

                  (a) no Default or Event of Default has occurred and is
continuing;

                  (b) the Company would be permitted to Incur an additional
$1.00 of Indebtedness pursuant to the Operating Cash Flow Ratio test set forth
in the first paragraph of Section 10.08; and

                  (c) the total of all Restricted Payments made on or after
January 16, 2002 does not exceed the sum, without duplication, of (1) Cumulative
Operating Cash Flow less 1.60 times Cumulative Interest Expense, (2) 100% of the
aggregate Qualified Capital Stock Proceeds of the Company after January 16,
2002, (3) 100% of the cash proceeds received from an Unrestricted Subsidiary to
the extent of Investments (other than Permitted Investments) made in such
Unrestricted Subsidiary since January 16, 2002, and (4) to the extent that any
Investment, other than a Permitted Investment, that was made after the Issue
Date is sold or otherwise liquidated or repaid, or the Person in whom such
Investment was made subsequently becomes a Restricted Subsidiary of the Company,
the lesser of (x) the cash or Cash Equivalents received upon the sale,
liquidation or repayment of such Investment, less the cost of disposition, if
any, or the cash plus the Fair Market Value of any assets other than cash held
by such Person on the date it becomes a Restricted Subsidiary of the Company, as
applicable, and (y) the initial amount of such Investment.

            The foregoing provision shall not be violated by reason of:

            (1) the payment of any dividend within 60 days after declaration
thereof if at the declaration date such payment would have complied with the
preceding provision;

            (2) any refinancing of any Indebtedness otherwise permitted under
clauses (b) or (d) of Section 10.08;

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            (3) (a) the issuance of the Senior Subordinated Exchange Debentures
in exchange for the Exchangeable Preferred Stock in accordance with the terms of
the Exchangeable Preferred Stock in effect on the Issue Date; provided, that
after giving effect thereto, the Company's Operating Cash Flow Ratio, would have
been less than 6.5 to 1.0, or (b) the issuance of Additional Senior Subordinated
Exchange Debentures in exchange for the Junior Exchangeable Preferred Stock in
accordance with the terms of the Junior Exchangeable Preferred Stock in effect
on the Issue Date; provided, that after giving effect thereto, the Company's
Operating Cash Flow Ratio would have been less than 6.5 to 1.0;

            (4) the purchase, redemption or other acquisition or retirement for
value of Capital Stock of any Restricted Subsidiary held by Persons other than
the Company or any of its Restricted Subsidiaries;

            (5) the making of any Investment other than a Permitted Investment
or the payment, redemption, defeasance, repurchase or other acquisition or
retirement of any Capital Stock of the Company or any Subordinated Indebtedness
prior to its scheduled maturity or the payment of dividends on any Capital Stock
of the Company either in exchange for or out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of
Qualified Capital Stock of the Company; provided, that the amount of any such
net cash proceeds that are utilized for any such Investment, payment,
redemption, defeasance, repurchase or other acquisition, retirement or dividend
will be excluded from clause (c)(2) of this Section 10.10;

            (6) the repurchase, redemption, acquisition or other retirement for
value of any Capital Stock of the Company or any of its Restricted Subsidiaries
held by any employee benefit plans of the Company or any of its Restricted
Subsidiaries, any current or former employees or directors of the Company or any
of its Restricted Subsidiaries or pursuant to any management equity subscription
agreement or stock option agreement of the Company or any of its Restricted
Subsidiaries; provided, that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Capital Stock shall not exceed $1.0 million in any
12-month period;

            (7) the payment of dividends on either the Exchangeable Preferred
Stock or on the Junior Exchangeable Preferred Stock after February 15, 2005,
which dividends do not exceed $30.0 million in the aggregate since January 16,
2002; provided, that in no event may any such payment be made unless the
Operating Cash Flow Ratio of the Company, calculated on the basis that the
Preferred Stock on which such dividends are proposed to be paid constitutes
Indebtedness, is less than 7.0 to 1.0;

            (8) the distribution, as a dividend or otherwise, of Capital Stock
of, or Indebtedness owed to the Company or a Restricted Subsidiary by, any
Unrestricted Subsidiary;

            (9) any purchase, redemption, retirement, defeasance or other
acquisition for value of any Subordinated Indebtedness pursuant to the
provisions of such

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Subordinated Indebtedness upon an Asset Sale or a Change of Control after the
Company shall have complied with the provisions of this Indenture as set forth
in Section 10.14 or Section 10.16, as the case may be; or

            (10) Restricted Payments, in addition to Restricted Payments
permitted pursuant to clauses (1) through (9) of this paragraph, not in excess
of $25.0 million in the aggregate after the Issue Date;

provided, that with respect to clauses (3) through (10) above, no Default or
Event of Default shall have occurred and be continuing, and the payments
described in clauses (1), (6), (7), (9) and (10) of this paragraph shall
constitute Restricted Payments for the calculation under the first paragraph of
this Section 10.10.

            In determining whether any Restricted Payment is permitted by this
Section 10.10, the Company may allocate all or any portion of such Restricted
Payment among the categories described in clauses (1) through (10) of the
immediately preceding paragraph or among such categories and the types of
Restricted Payments described in the first paragraph of this Section 10.10;
provided, that at the time of such allocation, all such Restricted Payments, or
allocated portions thereof, would be permitted under the various provisions of
this Section 10.10.

            Section 10.11 Limitations Concerning Distributions
                          and Transfers By Restricted Subsidiaries.

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

                  (a) pay dividends on, or make other distributions in respect
of, its Capital Stock, or any other ownership interest or participation in, or
measured by, its profits, to the Company or any Restricted Subsidiary or pay any
Indebtedness or other obligation owed to the Company or any Restricted
Subsidiary;

                  (b) make any loans or advances to the Company or any
Restricted Subsidiary; or

                  (c) transfer any of its property or assets to the Company or
any Restricted Subsidiary.

            Notwithstanding the foregoing, the Company may, and may permit any
Restricted Subsidiary to, suffer to exist any such restriction or prohibition:

            (1) pursuant to this Indenture, the Original Securities, the
Exchange Securities to be issued pursuant to the terms of the Registration
Rights Agreement, the Credit Agreement, the First Lien Documents, the Collateral
Documents, the Intercreditor Agreement, any other agreement in effect on the
Issue Date and, if executed and

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delivered, the Exchange Indenture; provided, that any such restriction or
prohibition in the Exchange Indenture is no more restrictive than that contained
in this Indenture;

            (2) pursuant to an agreement relating to any Indebtedness or Capital
Stock of such Restricted Subsidiary which was outstanding or committed prior to
the date on which such Restricted Subsidiary became a Restricted Subsidiary of
the Company other than restrictions or prohibitions adopted in anticipation of
becoming a Restricted Subsidiary; provided, that such restriction or prohibition
shall not apply to any property or assets of the Company or any Restricted
Subsidiary other than the property or assets of such Restricted Subsidiary and
its Subsidiaries;

            (3) existing under or by reason of applicable law, rule, regulation
or order;

            (4) pursuant to customary provisions restricting subletting or
assignment of any lease governing any leasehold interest of any Restricted
Subsidiary;

            (5) pursuant to purchase money obligations for property acquired in
the ordinary course of business that impose restrictions of the type referred to
in clause (c) of this Section 10.11;

            (6) pursuant to restrictions of the type referred to in clause (c)
of this Section 10.11 contained in security agreements securing Indebtedness of
a Restricted Subsidiary to the extent that such Liens were otherwise Incurred in
accordance with Section 10.12 and restrict the transfer of property subject to
such agreements;

            (7) pursuant to any agreement for the sale or other disposition of
all or substantially all of the Capital Stock or assets of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary pending
its sale or disposition;

            (8) pursuant to customary provisions in joint venture agreements and
other similar agreements entered into in the ordinary course of business; and

            (9) pursuant to an agreement effecting an amendment, modification,
restatement, supplement, renewal, increase, extension, refinancing, replacement
or refunding of any agreement described in clauses (1), (2) and (8) above;
provided, that the provisions contained in such amendment, modification,
restatement, supplement, renewal, increase, extension, refinancing, replacement
or refunding agreement relating to such restriction or prohibition are not
materially more restrictive, taken as a whole, than the provisions contained in
the agreement which is the subject thereof.

            Section 10.12 Limitations on Liens.

            The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, Incur or suffer to exist any Lien on or with
respect to any property or assets owned on the Issue Date or acquired thereafter
securing any Obligation except for Permitted Liens.

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            Section 10.13 Limitation on Transactions with Affiliates.

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

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

                  (b) the Company delivers to the Trustee:

                  (1) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$7.5 million, a determination by the Board of Directors of the Company set forth
in a Board Resolution and an Officers' Certificate certifying that each such
Affiliate Transaction complies with clause (a) above and that each such
Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors of the Company; and

                  (2) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$15.0 million, an opinion as to the fairness to the Company of the financial
terms of such Affiliate Transaction or series or related Affiliate Transactions
from a financial point of view issued by an accounting, appraisal or investment
banking firm of national standing.

            This Section 10.13 shall not limit, or be applicable to any
agreement in effect on the Issue Date, and any amendments, extensions or
renewals of any such agreement, so long as any such amendment, extension or
renewal is not materially more disadvantageous, taken as a whole, to the Company
or to any Restricted Subsidiary as the original agreement in effect on the Issue
Date. In addition, the following items will not be deemed to be Affiliate
Transactions:

            (1) any employment, service or termination agreement entered into by
the Company or any of its Restricted Subsidiaries in the ordinary course of
business;

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

            (3) transactions with a Person that is an Affiliate of the Company
solely because the Company owns Capital Stock in, or controls, such Person;

            (4) reasonable and customary fees and compensation paid to, and
indemnity provided on behalf of, officers, directors and employees of the
Company or

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any Restricted Subsidiary of the Company, as determined by the Board of
Directors of the Company;

            (5) sales or issuances of Qualified Capital Stock to Affiliates or
employees of the Company and its Subsidiaries at Fair Market Value; and

            (6) Restricted Payments that are not prohibited by Section 10.10 and
Permitted Investments.

            Section 10.14 Limitation on Asset Sales and Sales of Subsidiary
Stock.

            Following the Issue Date, the Company shall not, and shall not
permit any Restricted Subsidiary of the Company to engage in an Asset Sale
unless (a) such Asset Sale is for Fair Market Value, (b) at least 75% of the
value of the consideration for such Asset Sale consists of (1) cash or Cash
Equivalents, (2) the assumption by the transferee (and release of the Company or
the relevant Restricted Subsidiary, as the case may be) of Pari Passu
Indebtedness of the Company or Pari Passu Indebtedness of any Restricted
Subsidiary, or (3) notes, obligations or other marketable securities
(collectively "Marketable Securities") that are converted within 30 days after
the consummation of such Asset Sale into cash or Cash Equivalents and (c) the
Net Cash Proceeds therefrom are, at the Company's option and, to the extent it
so elects, applied on or prior to the date that is 365 days after the date of
such Asset Sale: (1) to the repayment of Indebtedness under the Credit Agreement
or other First Lien Obligations (which payment permanently reduces the
commitment thereunder); (2) to the repurchase of the Securities or Applicable
Pari Passu Indebtedness, pursuant to an offer to purchase (an "Asset Sale
Offer") described below; (3) to the making of capital expenditures or other
acquisitions of long-term assets (other than Capital Stock) that are used or
useful in a Wireless Communications Business that is owned wholly by the Company
or any Guarantor; (4) to the acquisition by the Company or any Guarantor of all
or substantially all of the assets of, or Capital Stock representing a majority
of the Voting Power of, an entity engaged primarily in a Wireless Communications
Business; or (5) any combination of the foregoing.

            Notwithstanding the foregoing paragraph:

            (1) the conveyance, sale, transfer or other disposition of all or
substantially all the assets of the Company on a consolidated basis will be
governed by the provisions of Section 10.16 and/or the provisions of Article
VIII and not by this Section 10.14;

            (2) any Restricted Subsidiary of the Company may convey, sell,
lease, transfer or otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Company or any of its Restricted Subsidiaries;

            (3) the Company and its Restricted Subsidiaries may, in the ordinary
course of business, (A) convey, sell, lease, transfer, assign or otherwise
dispose of assets; provided that if such conveyance, sale, lease, transfer,
assignment or other disposition is

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to a Person other than a Restricted Subsidiary, the consideration received
reflects the Fair Market Value of such assets and (B) exchange assets for either
assets or equity interests in Wireless Communications Businesses; provided that
(a) the assets or equity interests received have a Fair Market Value
substantially equal to the assets exchanged, (b) the assets received by the
Company are controlled by the Company with respect to voting rights and
day-to-day operations, or the equity interests received by the Company represent
a controlling interest in the total Voting Power and day-to-day operations of a
Person that is the issuer of such equity interests and (c) the assets received
in such exchange are received by the Company or a Guarantor, if such exchange is
made by the Company or a Guarantor;

            (4) the Company and its Restricted Subsidiaries may make an exchange
of assets where the Company and/or a Guarantor receive consideration for such
assets at least 75% of which consists of (a) cash, (b) long-term assets (other
than Capital Stock) at Fair Market Value that are used or useful in a Wireless
Communications Business or (c) any combination thereof (it being understood that
any net cash proceeds shall be treated as Net Cash Proceeds under clause (c) of
the preceding paragraph of this Section 10.14);

            (5) the Company and its Restricted Subsidiaries may sell, exchange
or dispose of damaged, worn out or other obsolete property in the ordinary
course of business or other property no longer necessary for the proper conduct
of the business of the Company or any of its Restricted Subsidiaries; and

            (6) in addition to Asset Sales permitted by the foregoing clauses
(1) through (5), without compliance with the restrictions set forth in the
immediately preceding paragraph, the Company may consummate any single Asset
Sale or series of related Asset Sales with respect to assets the Fair Market
Value of which does not exceed $10.0 million in the aggregate after the Issue
Date.

            The Company may defer an Asset Sale Offer until the accumulated Net
Cash Proceeds not applied to the uses set forth in Subsections (c)(1) through
(c)(5) in the first paragraph of this Section 10.14, exceed $10.0 million.
Pending the final application of any such Net Cash Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net Cash
Proceeds in any manner that is not prohibited by this Indenture.

            An Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Asset Sale Offer Period"). To
the extent that any Applicable Pari Passu Indebtedness requires the Company or a
Guarantor to make an offer similar to an Asset Sale Offer, the Company and each
such Guarantor may make simultaneous offers. No later than five Business Days
after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase
Date"), the Company shall purchase the principal amount of Securities required
to be purchased pursuant to this Section 10.14 (the "Asset Sale Offer Amount")
at a purchase price equal to 100% of the principal

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<PAGE>

amount of the Securities plus accrued and unpaid interest and Liquidated
Damages, if any, to but excluding the date of the purchase or, if less than the
Asset Sale Offer Amount has been tendered, all Securities tendered in response
to the Asset Sale Offer.

            If the Asset Sale Purchase Date is on or after a Regular Record Date
of one class or both classes of Securities and on or before the related Interest
Payment Date, any accrued and unpaid interest will be paid to the Person in
whose name a Security of the applicable class is registered at the close of
business on such Regular Record Date, and no additional interest will be payable
to Holders who tender Securities pursuant to the Asset Sale Offer.

            On or before the Asset Sale Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Asset Sale Offer Amount of Securities or portions thereof tendered pursuant
to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been
tendered, all Securities tendered, and shall deliver to the Trustee an Officers'
Certificate stating that such Securities or portions thereof were accepted for
payment by the Company in accordance with the terms of this covenant. The
Company, the Depositary or the Paying Agent, as the case may be, will promptly
(but in any case not later than five days after the Asset Sale Purchase Date)
mail or deliver to each tendering Holder an amount equal to the purchase price
of the Securities tendered by such Holder and accepted by the Company for
purchase, and the Company shall promptly issue new Securities of the same class,
and the Trustee, upon written request from the Company, shall authenticate and
mail or deliver such new Securities to such Holder, in a principal amount equal
to any unpurchased portion of the Securities surrendered. Any Securities not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Asset Sale Offer
on the Asset Sale Purchase Date. Upon completion of each Asset Sale Offer, the
amount of accumulated Net Cash Proceeds not applied to the uses set forth in
subsections (c)(1) through (c)(5) in the first paragraph of this Section 10.14
shall be reset to zero, and the Company and its Restricted Subsidiaries may use
such amount for any purpose not otherwise prohibited by this Indenture.

            The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations applicable to any Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 10.14, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
the provisions of this Section 10.14 by virtue of such conflict; provided, that
the Company shall not be relieved of its obligation to make an offer to
repurchase the Securities pursuant to this Section 10.14 by reason of such
conflict.

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            Section 10.15 Limitation on Activities of the Company and its
Restricted Subsidiaries.

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

            Section 10.16 Change of Control.

                  (a) Upon the occurrence of a Change in Control, each Holder of
a Security shall have the right to request to have such Security repurchased by
the Company on the terms and conditions set forth in this Section 10.16 and this
Indenture. The Company shall, within 30 days following the date of the
consummation of a transaction resulting in a Change of Control, mail to each
Holder an Offer to Purchase all Outstanding Securities at a purchase price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, if any, to but excluding the Purchase
Date (a "Change of Control Offer").

            The Company or a third party on its behalf may, but shall not be
required to, satisfy the Company's obligations under this Section 10.16 by
mailing such an Offer to Purchase prior to, and contingent upon, the anticipated
consummation of a transaction resulting in a Change of Control; provided that
the Company and any such third party shall comply with all applicable laws and
regulations, including Rule 14e-1 under the Exchange Act, and the Offer to
Purchase shall not close unless the transaction resulting in a Change of Control
also occurs. A Change of Control Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "Change of Control Offer
Period"). No later than five Business Days after the termination of the Change
of Control Offer Period (the "Change of Control Purchase Date"), the Company
shall purchase all Securities tendered in response to the Change of Control
Offer. Payment for any Securities so purchased shall be made in the same manner
as interest payments are made.

            If the Change of Control Purchase Date is on or after a Regular
Record Date of one class or both classes of Securities and on or before the
related Interest Payment Date, any accrued and unpaid interest, and Liquidated
Damages, if any, shall be paid to the Person in whose name a Security of the
applicable class is registered at the close of business on such Regular Record
Date, and no additional interest or Liquidated Damages will be payable to
Holders who tender Securities pursuant to the Change of Control Offer.

            On or before the Change of Control Purchase Date, the Company shall,
to the extent lawful, accept for payment all Securities or portions thereof
tendered, and shall deliver to the Trustee an Officers' Certificate stating that
such Securities or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 10.16. The Company, the Depositary or
the Paying Agent, as the case may be,

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shall promptly (but in any case not later than five days after the Change of
Control Purchase Date) mail or deliver to each tendering Holder an amount equal
to the purchase price of the Securities tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue new Securities of
the same class, and the Trustee, upon written request from the Company shall
authenticate and mail or deliver such new Securities to such Holder, in a
principal amount equal to any unpurchased portion of the Securities surrendered.
Any Securities not so accepted will be promptly mailed or delivered by the
Company to the Holder thereof. The Company shall publicly announce the results
of the Change of Control Offer on the Change of Control Purchase Date.

                  (b) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations applicable to any Offer to Purchase. To the extent that the
provisions of any applicable securities laws or regulations conflict with the
provisions of this Section 10.16, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the provisions of this Section 10.16 by virtue of such
conflict; provided, that the Company shall not be relieved of its obligation to
make an offer to repurchase the Securities pursuant to this Section 10.16 by
reason of such conflict.

            Section 10.17 Statement by Officers as to Default; Compliance
Certificates.

                  (a) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company, the Restricted Subsidiaries and their
respective Subsidiaries, as applicable, during the preceding fiscal year has
been made under the supervision of the signing officers with a view to
determining whether the Company and its Restricted Subsidiaries have kept,
observed, performed and fulfilled their 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 and its Restricted Subsidiaries have
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and are 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 and
its Restricted Subsidiaries are taking or propose to take with respect thereto).

                  (b) So long as such practice is not contrary to the then
current recommendations of the American Institute of Certified Public
Accountants, the year-end financial statements delivered pursuant to Section
7.04(b)(i)(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 or any Restricted Subsidiary

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has violated any provisions of Article VIII or Article X 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 Securities are
outstanding, upon any officer of the Company becoming aware of any Default or
Event of Default, deliver to the Trustee, no later than 10 days after such
officer becomes aware of such Default or Event of Default, an Officers'
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

            Section 10.18 Waiver of Certain Covenants.

            The Company and its Restricted Subsidiaries may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 8.01, 10.14 and 10.16, if before the time for such compliance the
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition, except to the
extent expressly waived, and, until such waiver becomes effective, the
obligations of the Company and its Restricted Subsidiaries and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect; provided, however, with respect to an Offer to Purchase as to which
an Offer has been mailed, no such waiver may be made or shall be effective
against any Holders tendering Securities pursuant to such Offer, and the Company
may not omit to comply with the terms of such Offer as to such Holder.

            Section 10.19 Payments for Consent.

            The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for
the benefit of any Holder of Securities for or as an inducement to, any consent,
waiver or amendment of any of the terms or provisions of this Indenture unless
such consideration is offered to be paid and is paid to all Holders of the
Securities that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

            Section 10.20 Covenants upon Attainment and
                          Maintenance of an Investment Grade Rating.

                  (a) The provisions of Sections 10.08, 10.09, 10.10, 10.11,
10.13 and 10.14 (including, to the extent applicable, those portions of such
other sections in this Indenture which make reference to provisions contained in
Sections 10.08, 10.09, 10.10, 10.11, 10.13 and 10.14) shall not be applicable in
the event, and only for so long as, the Securities are rated Investment Grade
and no Default or Event of Default has occurred and is continuing (a "Covenant
Suspension").

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                  (b) In the event the Company's obligations under this
Indenture have been assumed or fully and unconditionally guaranteed on a senior
basis by a Person whose senior and unsecured Indebtedness is rated Investment
Grade, Section 7.04(b) shall not be applicable.

            In addition to the foregoing and notwithstanding any other provision
of this Indenture, in the event of a Covenant Suspension, whose duration is not
less than six consecutive months, shall have occurred but terminates because the
Securities cease to be rated Investment Grade then:

                        (1) All Indebtedness Incurred by the Company and its
Restricted Subsidiaries during the Covenant Suspension that would not have been
permitted to be Incurred pursuant to Section 10.08, had Section 10.08 been
applicable during the Covenant Suspension, shall be deemed to be "Existing
Indebtedness."

                        (2) All Preferred Stock issued by the Company's
Restricted Subsidiaries during the Covenant Suspension that would not have been
permitted to be issued pursuant to Section 10.09, had such section been
applicable during the Covenant Suspension, shall be deemed to be "Existing
Preferred Stock."

                        (3) All Restricted Payments made by the Company or any
of its Restricted Subsidiaries during the Covenant Suspension that would not
have been permitted to be Incurred pursuant to Section 10.10, had such section
been applicable during the Covenant Suspension, shall not be deemed to cause a
Default or Event of Default pursuant to Section 10.10; provided, however, that
all Restricted Payments made during the Covenant Suspension shall count as
Restricted Payments for the calculation made under the first paragraph of
Section 10.10.

            Section 10.21 Additional Guarantees.

            If (a) any Person becomes a Restricted Subsidiary after the date of
this Indenture or (b) any Person becomes a guarantor or obligor under a Credit
Agreement or other First Lien Obligation, then, in each case, such Subsidiary
shall become a Guarantor and execute and deliver to the Trustee (1) a
supplemental indenture to such effect in form reasonably satisfactory to the
Trustee, (2) an assumption or joinder agreement reasonably satisfactory to the
Collateral Trustee to become a "Pledgor" under the Collateral Agreement and (3)
an assumption or joinder agreement reasonably satisfactory to the Collateral
Trustee to become a "Guarantor" under the Intercreditor Agreement.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

            Section 11.01 Right of Redemption.

            The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at the applicable Redemption Prices
specified in the

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forms of Securities set forth in Article II together with accrued and unpaid
interest, and Liquidated Damages, if any, to but excluding the Redemption Date.

            Section 11.02 Applicability of Article XI.

            Redemption of Securities at the election of the Company, as
permitted by any provision of this Indenture, shall be made in accordance with
such provision and this Article XI.

            Section 11.03 Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Securities pursuant to
Section 11.01 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of less than all the Securities of a
given class, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the aggregate
principal amount of such Securities to be redeemed.

            Section 11.04 Selection by Trustee of Securities to Be Redeemed.

            If less than all the Securities of a given class are to be redeemed
at any time, the Trustee will select Securities of such class for redemption as
follows: (1) if the Securities of such class are listed on any securities
exchange, in compliance with the requirements of the principal securities
exchange on which such Securities are listed; or (2) if the Securities of such
class are not listed on any securities exchange, on a pro rata basis, by lot or
by such method as the Trustee deems fair and appropriate. In any proration
pursuant to this Section 11.04, the Trustee shall make such adjustments,
reallocations and eliminations as it shall deem proper (and in compliance with
the requirements of the principal national securities exchange, if any, on which
the Securities of such class are listed) to the end that the principal amount of
such Securities so prorated shall be $1,000 or a multiple thereof, by increasing
or decreasing or eliminating the amount which would be allocable to any Holder
on the basis of exact proportion by an amount not exceeding $1,000.

            The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

            Section 11.05 Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each

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Holder of Securities to be redeemed, at his or her address appearing in the
Security Register.

            All notices of redemption shall state:

            (1) whether the redemption applies to the 2010 Securities or the
2012 Securities;

            (2) the Redemption Date;

            (3) the Redemption Price;

            (4) if less than all the Outstanding Securities of a class are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed;

            (5) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and that interest, and
Liquidated Damages, if any, thereon will cease to accrue on and after said date;
and

            (6) the place or places where such Securities are to be surrendered
for payment of the Redemption Price.

            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

            Section 11.06 Deposit of Redemption Price.

            On or before any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date is an Interest Payment Date) accrued and unpaid interest, and Liquidated
Damages, if any, on, all the Securities which are to be redeemed on that date.

            Section 11.07 Securities Payable on Redemption Date.

            If a notice of redemption has been given as aforesaid, the
Securities to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless
the Company defaults in the payment of the Redemption Price, accrued interest,
and Liquidated Damages) such Securities shall cease to bear interest or
Liquidated Damages. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, and Liquidated Damages, if
any, to, but excluding the Redemption Date; provided, however, that installments
of interest or Liquidated Damages, whose Stated Maturity is on or prior to

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the Redemption Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section
3.08.

            If any Security called for redemption is not so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest and Liquidated Damages, if any, from the Redemption Date at the
rate provided by the Security.

            Section 11.08 Securities Redeemed in Part.

            Any Security which is to be redeemed only in part shall be
surrendered at any office or agency of the Company designated for that purpose
pursuant to Section 10.02 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of like class as such Security, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   ARTICLE XII

                       DEFEASANCE AND COVENANT DEFEASANCE

            Section 12.01 Company's Option to Effect
                          Defeasance or Covenant Defeasance.

                  The Company may at its option by Board Resolution, at any
time, elect to have either Section 12.02 or Section 12.03 applied to the
Outstanding Securities upon compliance with the conditions set forth below in
this Article XII.

            Section 12.02 Defeasance and Discharge.

            Upon the Company's exercise of the option provided in Section 12.01
applicable to this Section 12.02, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding Securities, on
the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 12.05 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such

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Securities to receive, solely from the trust fund described in Section 12.04 and
as more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) Liquidated Damages, if any, and interest on such
Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 3.04, 3.05, 3.06, 3.07, 10.02 and
10.03, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article XII. The Company may exercise its option under
this Section 12.02 notwithstanding the prior exercise of its option under
Section 12.03.

            Section 12.03 Covenant Defeasance.

            Upon the Company's exercise of the option provided in Section 12.01
applicable to this Section, (i) the Company shall be released from its
obligations under Sections 10.05 through 10.16, inclusive, and clauses (c), (d)
and (e) of Section 8.01 and (ii) the occurrence of an event specified in
Sections 5.01(c), 5.01(d) (with respect to clauses (a), (c), (d) or (e) of
Section 8.01), 5.01(e) (with respect to any of Sections 10.05 through 10.16,
inclusive), 5.01(f) and 5.01(g) shall not be deemed to be an Event of Default
(hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance
means that the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section,
clause or Article or by reason of any reference in any such Section, clause or
Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

            Section 12.04 Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of either
Section 12.02 or Section 12.03 to the then Outstanding Securities:

                  (a) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.09 who shall agree to comply with the provisions of this Article XII
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (A) money in an amount, or
(B) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms, without the need
for reinvestment, will provide, not later than one day before the due date of
any payment, money in an amount, or (C) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, the principal of (and premium, if any,) and each
installment of interest, if any, on the Outstanding Securities on the Stated
Maturity of such principal or installment of interest in accordance with the
terms of this Indenture and of such Securities. For this purpose, "U.S.
Government Obligations" means securities that are (x) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or

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(y) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian
with respect to any such U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depository receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.

                  (b) In the case of an election under Section 12.02, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of this Indenture there has been
a change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities will not recognize gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit, defeasance and discharge
had not occurred.

                  (c) In the case of an election under Section 12.03, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Outstanding Securities will not recognize gain or loss
for federal income tax purposes as a result of such deposit and covenant
defeasance and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit
covenant defeasance and discharge had not occurred.

                  (d) The Company shall have delivered to the Trustee an
Officers' Certificate to the effect that the Securities, if then listed on any
securities exchange, will not be delisted as a result of such deposit.

                  (e) Such defeasance or covenant defeasance shall not cause the
Trustee to have a conflicting interest as defined in Section 6.08 and for
purposes of the Trust Indenture Act with respect to any securities of the
Company.

                  (f) No Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than an Event of Default resulting
from the borrowing of funds to be applied to such deposit) or, insofar as
Section 5.01(h) is concerned, at any time during the period ending on the 91st
day after the date of such

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deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).

                  (g) Such defeasance or covenant defeasance shall not result in
a breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.

                  (h) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to either the defeasance under Section 12.02 or
the covenant defeasance under Section 12.03 (as the case may be) have been
satisfied.

                  (i) Such defeasance or covenant defeasance shall not result in
the trust arising from such deposit constituting an investment company as
defined in the Investment Company Act of 1940, as amended, or such trust shall
be qualified under such act or exempt from regulation thereunder.

            Section 12.05 Deposited Money and U.S. Government Obligations to be
                          Held in Trust; Other Miscellaneous Provisions.

            Subject to the provisions of the last paragraph of Section 10.03,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 12.05, the "Trustee") pursuant to Section 12.04 in
respect of the Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal (and premium, if any) or Liquidated Damages, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 12.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities.

            Anything in this Article XII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 12.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.

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            Section 12.06 Reinstatement.

            If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 12.02 or 12.03 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article XII until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 12.02 or 12.03;
provided, however, that if the Company makes any payment of principal of (and
premium, if any) or Liquidated Damages, if any, or interest on any Security
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or the Paying Agent.

                                  ARTICLE XIII

                             COLLATERAL AND SECURITY

            Section 13.01 Collateral Documents.

                  (a) In order to secure the due and punctual payment of the
Securities Obligations, the Company and the Guarantors have entered or will
enter into the Collateral Documents to create security interests (the "Second
Priority Liens") in the Collateral on a second priority basis, subject to the
First Lien Obligations, in accordance with the terms of the Collateral Documents
and the Intercreditor Agreement. In the event of a conflict between the terms of
this Indenture, the Collateral Documents and the Intercreditor Agreement, the
Collateral Documents and the Intercreditor Agreement shall control.

                  (b) Each Holder of a Security, by accepting such Security,
agrees to all of the terms and provisions of the Collateral Documents and the
Intercreditor Agreement.

            Section 13.02 Application Of Proceeds Of Collateral.

            Upon any realization upon the Collateral, the proceeds thereof shall
be applied in accordance with the terms of the Collateral Documents and the
terms hereof, subject to the terms of the Intercreditor Agreement.

            Section 13.03 Possession, Use And Release Of Collateral.

                  (a) Subject to the terms of the Collateral Documents and the
First Lien Security Documents and the Intercreditor Agreement, the Company and
the Guarantors will have the right to remain in possession and retain control of
the Collateral (other than cash or any securities constituting part of the
Collateral and deposited with the Collateral Trustee in accordance with the
provisions of the Collateral Documents and

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other than as otherwise set forth in the Collateral Documents), to freely
operate the Collateral and to collect, invest and dispose of any income
therefrom.

                  (b) The Second Priority Liens securing the Securities
Obligations shall be released in whole: (i) upon payment in full of the
principal of, and accrued and unpaid interest and premium on the Securities and
payment in full of all other Securities Obligations that are due and payable at
or prior to the time such principal, accrued and unpaid interest and premium are
paid; or

                        (ii) upon a defeasance of the Securities in accordance
with Article XII.

                  (c) The Second Priority Liens securing the Securities
Obligations shall be released automatically in part with respect to any asset
constituting Collateral if all Second Priority Liens other than those securing
the Securities Obligations on such asset and all Liens on such asset securing
First Lien Obligations are also released and:

                        (i) the asset has been sold or otherwise disposed of by
the Company or a Guarantor to a Person other than the Company or a Guarantor in
a transaction permitted by this Indenture, at the time of such sale or
disposition; or

                        (ii) the asset is owned or has been acquired by a
Subsidiary of the Company that has been released from its Subsidiary Guarantee
in accordance with the terms of this Indenture (including by virtue of a
Guarantor becoming an Unrestricted Subsidiary); or

                        (iii) the First Lien Agent exercises any remedies in
respect to such asset in accordance with the Intercreditor Agreement, including
any sale or other disposition thereof.

                  (d) The Trustee shall execute and deliver to the Company, at
the Company's sole expense, all documents that the Company shall reasonably
request to evidence any of the releases of Collateral described in clause (b) or
(c) above.

                  Section 13.04 Additional Collateral; Acquisition of Assets or
Property.

                  (a) Concurrently with:

                        (i) the acquisition (including, without limitation,
through the specification, acquisition or creation of a new Restricted
Subsidiary) by the Company or any Guarantor of any assets or property (including
fixtures, but excluding all other real property) having a fair market value (as
determined in good faith by the Board of Directors of the Company) in excess of
$2.0 million individually or $10.0 million in a series of one or more related
transactions;

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                        (ii) the acquisition (including, without limitation,
through the specification, acquisition or creation of a new Restricted
Subsidiary) by the Company or any Guarantor of any fee interest in any
individual or contiguous parcels of owned real property (other than fixtures)
having a fair market value (as determined in good faith by the Board of
Directors of the Company) in excess of $5.0 million individually or in a series
of one or more related transactions;

                        (iii) the acquisition of any FCC License by the Company
or any Guarantor; or

                        (iv) the inclusion by the Company or any Guarantor of
any other assets or property in collateral securing First Lien Obligations or
Second Lien Obligations other than the Security Obligations;

            the Company shall, or shall cause the applicable Guarantor to, as
promptly as practicable, subject to obtaining the consents contemplated by
clause (b) below:

            (1) execute and deliver to the Collateral Trustee such Collateral
Documents and take such other actions as shall be necessary or (in the opinion
of the Collateral Trustee) desirable to create, perfect and protect a Second
Priority Lien in favor of the Collateral Trustee on such assets or property (to
the extent permitted by applicable law, in the case of FCC Licenses);

            (2) in the case of real property, deliver to the Collateral Trustee
title and extended coverage insurance covering such real property in an amount
at least equal to the purchase price of such real property, with local fixture
filings being made in respect of fixtures associated with such real property;
and

            (3) promptly deliver to the Collateral Trustee such opinions of
counsel, if any, as the Collateral Trustee may reasonably require with respect
to the foregoing (including opinions as to enforceability and perfection of
security interests).

                  (b) If the granting of a security interest in any property
subject to clause (a) above requires the consent of a third party, the Company
shall use commercially reasonable efforts to obtain such consent as promptly as
practicable with respect to the Second Priority Lien for the benefit of the
Collateral Trustee.

            Section 13.05 Opinion of Counsel.

            So long as the Collateral Documents have not been terminated in
accordance with the terms thereof, the Company shall deliver to the Trustee and
the Collateral Trustee, so long as such delivery is required by TIA Section
314(b) promptly after the execution and delivery of this Indenture and,
thereafter at least annually, within 30 days after March 15 of each year
(commencing with March 15, 2005), an Opinion of Counsel either stating that in
the opinion of such counsel, subject to customary assumptions and exclusions,
such action has been taken with respect to the recording, filing, recording and
refiling of this Indenture or any Collateral Document as is necessary to
maintain the

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Second Priority Liens granted thereunder as of such date and during the
succeeding 12 months, and reciting the details of such action, or stating that
in the opinion of such counsel, subject to customary assumptions and exclusions,
no such action is necessary to maintain such Second Priority Liens granted
thereunder.

            Section 13.06 Trust Indenture Act Requirements.

            (a) The release of any Collateral from the Second Priority Lien of
any of the Collateral Documents or the release of, in whole or in part, the
Second Priority Liens created by any of the Collateral Documents, shall not be
deemed to impair the security interests in contravention of the provisions
hereof if and to the extent the Collateral or Second Priority Liens are released
in accordance with the terms hereof or of the Intercreditor Agreement. Each of
the Holders of the Securities acknowledge that a release of Collateral or Liens
strictly in accordance with the terms of the Collateral Documents, the
Intercreditor Agreement and this Indenture will not be deemed for any purpose to
be an impairment of the Collateral Documents or otherwise contrary to the terms
of this Indenture. To the extent applicable, the Company and the Guarantors
shall cause TIA Section 313(b), relating to reports, and TIA Section 314(d),
relating to the release of property or securities from the Lien and security
interest of the Collateral Documents and relating to the substitution therefor
of any property or securities to be subjected to the Lien and security interest
of the Collateral Documents, to be complied with. Any certificate or opinion
required by TIA Section 314(d) may be made by an Officer of the Company or the
relevant Guarantor except in cases where TIA Section 314(d) requires that such
certificate or opinion be made by an independent Person, which Person will be an
independent engineer, appraiser or other expert selected or approved by the
Trustee in the exercise of reasonable care. In the event Collateral which is
cash, accounts receivable or inventory ("Working Capital Collateral") are
disposed of in the ordinary course of business by the Company or any Guarantor
pursuant to and in accordance with this Indenture, the Intercreditor Agreement
and the Collateral Documents and the associated Lien on such Working Capital
Collateral is released in accordance with this Indenture, the Intercreditor
Agreement and the Collateral Documents then, so long as the Company and the
Guarantors have furnished the Trustee all certificates described in Section
13.06(c) that were required to be furnished to the Trustee at or prior to such
time, the fair value of such Working Capital Collateral released from the Lien
and security interest of the Collateral Documents shall not be considered in
determining whether the aggregate fair value of Collateral released from the
Lien and security interest of the Collateral Documents in any calendar year
exceeds the 10% threshold specified in TIA Section 314(d)(1), and the Company
and the Guarantors need not deliver an Officer's Certificate (other than as
required by Section 13.06(c)) in connection with any such releases of Liens and
security interest of the Collateral Documents on such Working Capital
Collateral.

            (b) The Company may from time to time file with the Commission a
request for an exemption (an "Exemption") from the requirements of TIA Section
314(d) for purposes of the releases of Working Capital Collateral described in
the last sentence of Section 13.06(a). The Company shall provide the Trustee
with a copy of any such

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Exemption and promptly inform the Trustee of any rescission or termination
of, or amendment to, such Exemption.

            (c) The Company and the Guarantors shall deliver to the Trustee,
within 15 days after the end of each of the six month periods ended on March 15
and September 15 of each year (or such dates ending on such other six month
periods as shall be agreed upon by the Company and the Trustee), an Officers'
Certificate to the effect that all disposals of Working Capital Collateral
described in the last sentence of Section 13.06(a) during the immediately
preceding six month period were made by the Company and the Guarantors in the
ordinary course of business and that all proceeds therefrom were used by the
Company and the Guarantors in connection with the ordinary course of their
respective businesses or to make payments on the Securities or as otherwise
permitted under this Indenture, the Intercreditor Agreement and the Collateral
Documents.

            Section 13.07 Suits To Protect The Collateral.

            Subject to the provisions of the Intercreditor Agreement, the
Trustee and the Collateral Trustee shall have the authority to direct, to
institute and to maintain such suits and proceedings as each may deem expedient
to prevent any impairment of the Collateral by any acts which may be unlawful or
in violation of any of the Collateral Documents or this Indenture, and such
suits and proceedings as the Trustee or the Collateral Trustee may deem
expedient to preserve or protect its interests and the interests of the Holders
of the Securities in the Collateral (including suits or proceedings to restrain
the enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the Second Priority Liens securing the Securities Obligations or be
prejudicial to the interests of the Holders of the Securities).

            Section 13.08 Powers Exercisable By Receiver Or Trustee.

            Subject to the Collateral Documents and the Intercreditor Agreement,
in case the Collateral shall be in the possession of a receiver or trustee,
lawfully appointed, the powers conferred in this Article XIII upon the Company
or any Guarantor, as applicable, with respect to the release, sale or other
disposition of such property may be exercised by such receiver or trustee, and
an instrument signed by such receiver or trustee shall be deemed the equivalent
of any similar instrument of the Company or any Guarantor, as applicable, or of
any officer or officers thereof required by the provisions of this Article XIII.

            Section 13.09 Collateral Trustee.

                  (a) The Trustee may, from time to time, appoint one or more
Collateral Trustees hereunder. Each such Collateral Trustee may be delegated any
one or more of the duties or rights of the Trustee hereunder or under the
Collateral Documents or

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the Intercreditor Agreement. The Collateral Trustee shall be a Person who would
be eligible to act as Trustee under this Indenture. Each such Collateral Trustee
shall have the rights and duties as may be specified in an agreement between the
Trustee and such Collateral Trustee. U.S. Bank National Association shall be the
initial Collateral Trustee and is authorized to appoint co-Collateral Trustees
as necessary in its sole discretion. Neither the Collateral Trustee nor any of
its respective officers, directors, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of any other Person or to take any other
action whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Collateral Trustee hereunder are solely to protect the
Collateral Trustee's interest in the Collateral and shall not impose any duty
upon the Collateral Trustee to exercise any such powers. The Collateral Trustee
shall be accountable only for amounts that it actually receives as a result of
the exercise of such powers, and neither the Collateral Trustee nor any of its
officers, directors, employees or agents shall be responsible for any act or
failure to act under this Indenture, except for its own gross negligence or
willful misconduct.

                  (b) The Trustee and the Collateral Trustee are authorized and
directed to (i) enter into the Collateral Documents and the Intercreditor
Agreement, (ii) bind the Holders on the terms as set forth therein and (iii)
perform and observe its obligations under the Collateral Documents and the
Intercreditor Agreement.

                  (c) If (i) the Company or any Guarantor Incurs First Lien
Obligations at any time when no Intercreditor Agreement is in effect or at any
time when a First Lien Obligation Period is not in effect, and (ii) the Company
delivers to the Collateral Trustee an Officers' Certificate so stating and
requesting the Collateral Trustee to enter into an Intercreditor Agreement
(which may be an amendment, replacement, modification or restatement of a prior
Intercreditor Agreement) with substantially the same terms as the prior
Intercreditor Agreement, in favor of the First Lien Agent, the Collateral
Trustee shall (and is hereby authorized and directed to) enter into such
Intercreditor Agreement, bind the Holders on the terms set forth therein, and
perform and observe its obligations thereunder.

                  (d) If:

                        (i) the Company or any Guarantor at any time intends to
Incur any Indebtedness to be secured by Second Priority Liens, other than then
existing Second Lien Obligations ("Other Second Lien Obligations"), and

                        (ii) the proposed indenture, agreement or other
instrument governing such Other Second Lien Obligations provides that,
notwithstanding the date, manner or order of grant, attachment or perfection of
any Second Priority Liens granted to the Collateral Trustee under the Collateral
Documents securing existing Second Lien Obligations ("Liens Securing Existing
Second Lien Obligations") or of any Second Priority Liens granted to the holders
of Other Second Lien Obligations or any agent or representative for the holders
of Other Second Lien Obligations ("Liens Securing

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Other Second Lien Obligations"), the Liens Securing Existing Second Lien
Obligations and the Liens Securing Other Second Lien Obligations shall be of
equal dignity, priority and rank, and

                        (iii) the Company delivers to the Trustee and the
Collateral Trustee an Officer's Certificate which affirms the statements
contained in clauses (i) and (ii) above and requests that the Liens Securing
Existing Second Lien Obligations and the Liens Securing Other Second Lien
Obligations be held by a common Collateral Trustee (a "Common Collateral
Trustee") (which Common Collateral Trustee would be eligible to act as Trustee
under this Indenture and may be the Person then acting as Collateral Trustee)
identified therein and that the Collateral Trustee take such actions as are
reasonably necessary to cause the Liens Securing Existing Second Lien
Obligations and the Liens Securing Other Second Lien Obligations be held by a
Common Collateral Trustee (including, without limitation, actions contemplated
under Section 8.18 of the Collateral Agreement or similar provisions thereto to
cause the holders of Other Second Lien Obligations to become "Secured Parties"
under the Collateral Agreement);

                  Then:

                        (A) the Liens Securing Existing Second Lien Obligations
shall be of equal dignity, priority and rank with all such Liens Securing Other
Second Lien Obligations; and

                        (B) the Common Collateral Trustee shall hold the Liens
Securing Existing Second Lien Obligations as requested in such Officers'
Certificate. Any such Common Collateral Trustee shall act at the direction of
holders of a majority in aggregate principal amount of all Outstanding Second
Lien Obligations, taken together as a single class (with any Second Lien
Obligations that are issued at a discount to their principal amount at maturity
being deemed to have a principal amount equal to their accreted principal amount
at the record date set with respect to any such action).

            Any such Common Collateral Trustee appointed pursuant to this
Section 13.09(d) shall (and is hereby authorized and directed to) enter into an
Intercreditor Agreement (which may be an amendment, replacement, modification or
restatement of a prior Intercreditor Agreement) with substantially the same
terms as the prior Intercreditor Agreement, bind the Holders on the terms set
forth therein, and perform and observe its obligations thereunder.

                                  ARTICLE XIV

                              SUBSIDIARY GUARANTEES

            Section 14.01 Subsidiary Guarantee.

            Subject to this Article XIV, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees on a senior basis to each Holder of a
Security authenticated and delivered by the Trustee and to the Trustee and its
successors and

                                      131
<PAGE>

assigns, irrespective of the validity and enforceability of this Indenture, the
Securities or the Obligations of the Company hereunder or thereunder, that: (1)
the principal of and interest on the Securities will be promptly paid in full
when due (whether at maturity, by acceleration, redemption or otherwise),
interest on the overdue principal of and interest on the Securities, if any, if
lawful, Liquidated Damages, if any, and all other Obligations of the Company to
the Holders or the Trustee hereunder or thereunder will be promptly paid in full
or performed, all in accordance with the terms hereof and thereof; and (2) in
case of any extension of time of payment or renewal of any Securities or any of
such other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration or otherwise. The Obligations of the Guarantors
under this Article XIV shall be secured as provided in Article XIII. 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. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

            The Guarantors hereby agree that their Obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Securities, this Indenture or the Obligations thereunder, the absence of any
action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenant that this
Subsidiary Guarantee shall not be discharged except by complete performance of
the Obligations contained in the Securities and this Indenture.

            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, its
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

            Each Guarantor agrees that it 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. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article V hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article V hereof, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of its Subsidiary Guarantee. The
Guarantors shall have the

                                      132
<PAGE>

right to seek contribution from any non-paying Guarantor so long as the exercise
of such right does not impair the rights of the Holders under each Subsidiary
Guarantee.

            Section 14.02 Limitation of Guarantor Liability.

            Each Guarantor, and by its acceptance of Securities, each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will, after giving effect to any maximum
amount and any other contingent and fixed liabilities that are relevant under
any applicable bankruptcy or fraudulent conveyance laws, and after giving effect
to any collections from, rights to receive contribution from or payments made by
or on behalf of any other Guarantor in respect of the Obligations of such other
Guarantor under this Article XIV, such Subsidiary Guarantee shall be limited to
the maximum amount permissible such that the Obligations of such Guarantor under
its Subsidiary Guarantee will not constitute such a fraudulent transfer or
conveyance.

            Section 14.03 Execution and Delivery of Subsidiary Guarantee.

                  (a) Each Guarantor hereby agrees that its execution and
delivery of this Indenture or any supplemental indentures pursuant to Article IX
and this Section 14.03 shall evidence its Subsidiary Guarantee set forth in
Section 14.01 without the need for any further notation on any Security.

                  (b) Each Guarantor hereby agrees that its Subsidiary Guarantee
set forth in Section 14.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Security a notation of such Subsidiary Guarantee.

                  (c) If an Officer whose signature is on this Indenture or on
the Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Security on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.

                  (d) The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

                  (e) In the event that the Company creates or acquires any new
Restricted Subsidiaries subsequent to the date of this Indenture, if required by
Article IX or Section 10.21 hereof, the Company shall cause such Restricted
Subsidiaries to execute Supplemental Indentures to this Indenture and Guarantees
in accordance with Article IX or Section 10.21 hereof and this Article XIV, to
the extent applicable.

                                      133
<PAGE>

            Section 14.04 Guarantors May Consolidate, Etc., On Certain Terms.

                  (a) Except as otherwise provided in Section 14.05 and clause
(b) below, a Guarantor may not sell or otherwise dispose of all or substantially
all of its assets to, or consolidate with or merge with or into (whether or not
such Guarantor is the surviving Person), another Person, other than the Company
or another Guarantor, unless, immediately after giving effect to such
transaction, no Default or Event of Default has occurred and is continuing and
either:

                        (i) such Guarantor is the surviving Person or the Person
acquiring the property in any such sale or disposition or the Person formed by
any such consolidation or merger assumes all the obligations of that Guarantor
under the Indenture, its Subsidiary Guarantee and the Collateral Documents
pursuant to a supplemental indenture and appropriate Collateral Documents
reasonably satisfactory to the Trustee; or

                        (ii) the Net Proceeds of such sale or other disposition
are applied in accordance with Section 10.14.

            In the case of any such sale of substantially all of the assets to
or, consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary
Guarantee of such Guarantor and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by such Guarantor,
such successor Person shall succeed to and be substituted for such Guarantor
with the same effect as if it had been named herein as a Guarantor. All the
Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Subsidiary Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Subsidiary Guarantees had been issued at the date of the execution
hereof.

                  (b) The Subsidiary Guarantee of a Guarantor shall be released
upon the occurrence of any of the following and receipt by the Trustees of an
Officers' Certificate to such effect:

                        (i) any sale or other disposition of all or
substantially all of the assets of that Guarantor (including by way of merger,
consolidation or otherwise) by the Company or a Subsidiary of the Company to a
Person other than the Company or any Restricted Subsidiary, if the sale or other
disposition complies with Section 10.14 hereof;

                        (ii) any sale or other disposition of all other Capital
Stock of a Guarantor by the Company or a Subsidiary of the Company to a Person
other than the Company or any Restricted Subsidiary, if the sale or other
disposition complies with Section 10.14 hereof;

                                      134
<PAGE>

                        (iii) if the Company designates that Guarantor to be an
Unrestricted Subsidiary in accordance with the applicable provisions of this
Indenture; and

                        (iv) legal defeasance of the Securities as provided in
Section 12.02.

                                      135
<PAGE>

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

                                     RURAL CELLULAR CORPORATION

                                     By:________________________________________
                                     Name:
                                     Title:

                                     RCC PAGING, INC.

                                     By:________________________________________
                                     Name:
                                     Title:

                                     RCC ATLANTIC, INC.

                                     By:________________________________________
                                     Name:
                                     Title:

                                     RCC ATLANTIC LONG DISTANCE, INC.

                                     By:________________________________________
                                     Name:
                                     Title:

                                     RCC HOLDINGS, INC.

                                     By:________________________________________
                                     Name:
                                     Title:

                                      136
<PAGE>

                                     RCC MINNESOTA, INC.

                                     By:________________________________________
                                     Name:
                                     Title:

                                     RCC NETWORK, INC.

                                     By:________________________________________
                                     Name:
                                     Title:

                                     TLA SPECTRUM, LLC

                                     By:________________________________________
                                     Name:
                                     Title:

                                     RGI GROUP, INC.

                                     By:________________________________________
                                     Name:
                                     Title:

                                     RCC TRANSPORT, INC.

                                     By:________________________________________
                                     Name:
                                     Title:

                                      137
<PAGE>

                                     BMCT EQUIPMENT COMPANY, L.L.C.
                                     (DELAWARE)

                                     By:________________________________________
                                     Name:
                                     Title:

                                     FERRY EQUIPMENT COMPANY, L.L.C
                                     (DELAWARE)

                                     By:________________________________________
                                     Name:
                                     Title:

                                     ALEXANDRIA INDEMNITY
                                     CORPORATION (VERMONT)

                                     By:________________________________________
                                     Name:
                                     Title:

                                     U.S. BANK NATIONAL ASSOCIATION

                                     By:________________________________________
                                     Name:  Richard Prokosch
                                     Title: Vice President
                                            (Authorized Officer)

                                      138
<PAGE>

                                                                      Schedule 1


                                   GUARANTORS

        RCC Paging, Inc.
        RCC Atlantic, Inc.
        RCC Atlantic Long Distance, Inc.
        RCC Holdings, Inc.
        RCC Minnesota, Inc.
        RCC Network, Inc.
        TLA Spectrum, LLC
        RGI Group, Inc.
        RCC Transport, Inc.
        BMCT Equipment Company, L.L.C.
        Ferry Equipment Company, L.L.C.
        Alexandria Indemnity Corporation

                                      139
<PAGE>

           Reconciliation and tie between Trust Indenture Act of 1939
                      and Indenture, dated as of March 25, 2004.

<TABLE>
<CAPTION>
       Trust Indenture                                                                     Indenture
         Act Section                                                                        Section
-----------------------------                                                            ---------------
<S>                                                                                      <C>
Section 310(a)(1)              ......................................................    6.09
       (a)(2)                  ......................................................    6.09
       (a)(3)                  ......................................................    Not applicable
       (a)(4)                  ......................................................    Not applicable
       (a)(5)                  ......................................................    6.08
                                                                                         6.09
       (b)                     ......................................................    6.08
                                                                                         6.10
       (c)                     ......................................................    Not applicable
Section 311(a)                 ......................................................    6.13
       (b)                     ......................................................    6.13
       (c)                     ......................................................    Not applicable
Section 312(a)                 ......................................................    7.01
                                                                                         7.02(a)
       (b)                     ......................................................    7.02(b)
       (c)                     ......................................................    7.02(c)
Section 313(a)                 ......................................................    7.03(a)
       (b)(1)                  ......................................................    Not applicable
       (b)(2)                  ......................................................    7.03(a)
       (c)                     ......................................................    7.03(a)
                                                                                         1.06
       (d)                     ......................................................    7.03(b)
Section 314(a)                 ......................................................    7.04
                                                                                         10.17
       (b)                     ......................................................    13.05
       (c)(1)                  ......................................................    1.02
       (c)(2)                  ......................................................    1.02
       (c)(3)                  ......................................................    Not applicable
       (d)                     ......................................................    13.06
       (e)                     ......................................................    1.02
Section 315(a)                 ......................................................    6.01
                                                                                         6.03
       (b)                     ......................................................    6.02
                                                                                         1.06
       (c)                     ......................................................    6.01(a)
       (d)                     ......................................................    6.01(b)
       (e)                     ......................................................    5.14
Section 316(a)(last sentence)  ......................................................    1.01
       (a)(1)(A)               ......................................................    5.12
</TABLE>

                                       A-1
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                      <C>
       (a)(1)(B)               ......................................................    5.13
       (a)(2)                  ......................................................    Not applicable
       (b)                     ......................................................    5.08
Section 317(a)(1)              ......................................................    5.03
       (a)(2)                  ......................................................    5.04
       (b)                     ......................................................    10.03
Section 318(a)                 ......................................................    1.07
</TABLE>

            This Reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.

                                      A-2
<PAGE>

                                                                  EXECUTION COPY
                           RURAL CELLULAR CORPORATION
                         AND THE GUARANTORS NAMED HEREIN

                                       TO

                         U.S. BANK NATIONAL ASSOCIATION,
                                   as Trustee

                                    INDENTURE

                           Dated as of March 25, 2004

                   Senior Secured Floating Rate Notes due 2010

                     8-1/4 % Senior Secured Notes due 2012

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......................................        1
     Section 1.01        Definitions...................................................................        1
     Section 1.02        Compliance Certificates and Opinions..........................................       40
     Section 1.03        Form of Documents Delivered to Trustee........................................       41
     Section 1.04        Acts of Holders; Record Date..................................................       41
     Section 1.05        Notices, Etc., to Trustee, the Company or the Guarantors......................       42
     Section 1.06        Notice to Holders; Waiver.....................................................       43
     Section 1.07        Conflict with Trust Indenture Act.............................................       43
     Section 1.08        Effect of Headings and Table of Contents......................................       43
     Section 1.09        Successors and Assigns........................................................       43
     Section 1.10        Separability Clause...........................................................       43
     Section 1.11        Benefits of Indenture and Securities..........................................       44
     Section 1.12        Governing Law.................................................................       44
     Section 1.13        Legal Holidays................................................................       44
     Section 1.14        No Personal Liability of Directors, Officers, Employees, and Shareholders.....       44
     Section 1.15        Counterparts..................................................................       44

ARTICLE II SECURITY FORMS..............................................................................       45
     Section 2.01        Forms Generally...............................................................       45
     Section 2.02        Form of Face of Security......................................................       45
     Section 2.03        Form of Reverse of Security...................................................       51
     Section 2.04        Form of Trustee's Certificate of Authentication...............................       60

ARTICLE III THE SECURITIES.............................................................................       60
     Section 3.01        Title and Terms...............................................................       60
     Section 3.02        Single Class; Denominations...................................................       62
     Section 3.03        Execution, Authentication, Delivery and Dating................................       62
     Section 3.04        Temporary Securities..........................................................       64
     Section 3.05        Global Securities.............................................................       64
     Section 3.06        Registration; Registration of Transfer and Exchange Generally;
                         Certain Transfers and Exchanges; Securities Act Legends.......................       65
     Section 3.07        Mutilated, Destroyed, Lost and Stolen Securities..............................       70
     Section 3.08        Payment of Interest; Interest Rights Preserved................................       70
     Section 3.09        Persons Deemed Owners.........................................................       72
     Section 3.10        Cancellation..................................................................       72
     Section 3.11        Computation of Interest.......................................................       72
     Section 3.12        Guarantors' Affirmations......................................................       73
</TABLE>

                                       -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
ARTICLE IV SATISFACTION AND DISCHARGE..................................................................       73
     Section 4.01        Satisfaction and Discharge of Indenture.......................................       73
     Section 4.02        Application of Trust Money....................................................       74

ARTICLE V REMEDIES.....................................................................................       75
     Section 5.01        Events of Default.............................................................       75
     Section 5.02        Acceleration of Maturity; Rescission and Annulment............................       77
     Section 5.03        Collection of Indebtedness and Suits for Enforcement by Trustee...............       79
     Section 5.04        Trustee May File Proofs of Claim..............................................       79
     Section 5.05        Trustee May Enforce Claims Without Possession of Securities...................       80
     Section 5.06        Application of Money Collected................................................       80
     Section 5.07        Limitation on Suits...........................................................       81
     Section 5.08        Unconditional Right of Holders to Receive Principal, Premium, Interest and
                         Liquidated Damages............................................................       81
     Section 5.09        Restoration of Rights and Remedies............................................       81
     Section 5.10        Rights and Remedies Cumulative................................................       82
     Section 5.11        Delay or Omission Not Waiver..................................................       82
     Section 5.12        Control by Holders............................................................       82
     Section 5.13        Waiver of Past Defaults.......................................................       83
     Section 5.14        Undertaking for Costs.........................................................       83
     Section 5.15        Waiver of Stay or Extension Laws..............................................       83

ARTICLE VI THE TRUSTEE.................................................................................       84
     Section 6.01        Certain Duties and Responsibilities...........................................       84
     Section 6.02        Notice of Defaults............................................................       84
     Section 6.03        Certain Rights of Trustee.....................................................       85
     Section 6.04        Not Responsible for Recitals or Issuance of Securities........................       86
     Section 6.05        May Hold Securities...........................................................       86
     Section 6.06        Money Held in Trust...........................................................       87
     Section 6.07        Compensation and Reimbursement................................................       87
     Section 6.08        Disqualification; Conflicting Interests.......................................       88
     Section 6.09        Corporate Trustee Required; Eligibility.......................................       88
     Section 6.10        Resignation and Removal; Appointment of Successor.............................       88
     Section 6.11        Acceptance of Appointment by Successor........................................       89
     Section 6.12        Merger, Conversion,  Consolidation or Succession to Business..................       90
     Section 6.13        Preferential Collection of Claims Against Company.............................       90
     Section 6.14        Appointment of Authenticating Agent...........................................       90

ARTICLE VII HOLDERS' LISTS AND REPORTS    BY TRUSTEE AND COMPANY.......................................       92
     Section 7.01        Company to Furnish Trustee Names and Addresses of Holders.....................       92
     Section 7.02        Preservation of Information; Communications to Holders........................       92
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
     Section 7.03        Reports by Trustee............................................................       93
     Section 7.04        Reports by Company............................................................       93

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE......................................       94
     Section 8.01        Company May Consolidate, Etc. Only on Certain Terms...........................       94
     Section 8.02        Successor Substituted.........................................................       95

ARTICLE IX SUPPLEMENTAL INDENTURES.....................................................................       96
     Section 9.01        Supplemental Indentures and Amendments to the Securities, the Collateral
                         Documents or the Intercreditor Agreement Without Consent of Holders...........       96
     Section 9.02        Supplemental Indentures and Amendments to the Securities, the Collateral
                         Documents or the Intercreditor Agreement with Consent of Holders..............       97
     Section 9.03        Execution of Supplemental Indentures..........................................       98
     Section 9.04        Effect of Supplemental Indentures.............................................       99
     Section 9.05        Conformity with Trust Indenture Act...........................................       99
     Section 9.06        Reference in Securities to Supplemental Indentures............................       99
     Section 9.07        Notice of Supplemental Indenture..............................................       99
     Section 9.08        Revocation and Effect of Consents.............................................       99

ARTICLE X COVENANTS........................................... ........................................      100
     Section 10.01       Payment of Principal, Premium and Interest....................................      100
     Section 10.02       Maintenance of Office or Agency...............................................      100
     Section 10.03       Money for Security Payments to be Held in Trust...............................      101
     Section 10.04       Existence.....................................................................      102
     Section 10.05       Maintenance of Properties.....................................................      102
     Section 10.06       Payment of Taxes..............................................................      102
     Section 10.07       Maintenance of Insurance......................................................      103
     Section 10.08       Limitation on Consolidated Indebtedness.......................................      103
     Section 10.09       Limitation on Preferred Stock of Restricted Subsidiaries......................      106
     Section 10.10       Limitation on Restricted Payments.............................................      107
     Section 10.11       Limitations Concerning Distributions and Transfers By Restricted
                         Subsidiaries.109..............................................................
     Section 10.12       Limitations on Liens..........................................................      110
     Section 10.13       Limitation on Transactions with Affiliates....................................      111
     Section 10.14       Limitation on Asset Sales and Sales of Subsidiary Stock.......................      112
     Section 10.15       Limitation on Activities of the Company and its Restricted Subsidiaries.......      115
     Section 10.16       Change of Control.............................................................      115
     Section 10.17       Statement by Officers as to Default; Compliance Certificates..................      116
     Section 10.18       Waiver of Certain Covenants...................................................      117
     Section 10.19       Payments for Consent..........................................................      117
     Section 10.20       Covenants upon Attainment and Maintenance of an Investment Grade Rating.......      117
</TABLE>

                                      -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
     Section 10.21       Additional Guarantees.........................................................      118

ARTICLE XI REDEMPTION OF SECURITIES....................................................................      118
     Section 11.01       Right of Redemption...........................................................      118
     Section 11.02       Applicability of Article XI...................................................      119
     Section 11.03       Election to Redeem; Notice to Trustee.........................................      119
     Section 11.04       Selection by Trustee of Securities to Be Redeemed.............................      119
     Section 11.05       Notice of Redemption..........................................................      119
     Section 11.06       Deposit of Redemption Price...................................................      120
     Section 11.07       Securities Payable on Redemption Date.........................................      120
     Section 11.08       Securities Redeemed in Part...................................................      121

ARTICLE XII DEFEASANCE AND COVENANT DEFEASANCE.........................................................      121
     Section 12.01       Company's Option to Effect Defeasance or Covenant Defeasance..................      121
     Section 12.02       Defeasance and Discharge......................................................      121
     Section 12.03       Covenant Defeasance...........................................................      122
     Section 12.04       Conditions to Defeasance or Covenant Defeasance...............................      122
     Section 12.05       Deposited Money and U.S. Government Obligations to be Held in Trust; Other
                         Miscellaneous Provisions......................................................      124
     Section 12.06       Reinstatement.................................................................      125

ARTICLE XIII COLLATERAL AND SECURITY...................................................................      125
     Section 13.01       Collateral Documents..........................................................      125
     Section 13.02       Application Of Proceeds Of Collateral.........................................      125
     Section 13.03       Possession, Use And Release Of Collateral.....................................      125
     Section 13.04       Additional Collateral; Acquisition of Assets or Property......................      126
     Section 13.05       Opinion of Counsel............................................................      127
     Section 13.06       Trust Indenture Act Requirements..............................................      128
     Section 13.07       Suits To Protect The Collateral...............................................      129
     Section 13.08       Powers Exercisable By Receiver Or Trustee.....................................      129
     Section 13.09       Collateral Trustee............................................................      129

ARTICLE XIV SUBSIDIARY GUARANTEES......................................................................      131
     Section 14.01       Subsidiary Guarantee..........................................................      131
     Section 14.02       Limitation of Guarantor Liability.............................................      133
     Section 14.03       Execution and Delivery of Subsidiary Guarantee................................      133
     Section 14.04       Guarantors May Consolidate, Etc., On Certain Terms............................      134
</TABLE>

                                      -iv-