Unassociated Document


     

    
Exhibit
      10.1


    


     

    SENIOR
      NOTES INDENTURE

    


    Dated
      as
      of December 3, 2007

    


    Among

    


    ALLTEL
      COMMUNICATIONS, INC. and ALLTEL COMMUNICATIONS FINANCE, INC.,

    


    as
      Issuers,

    


    ALLTEL
      CORPORATION,

    


    as
      one of
      the Guarantors, the other Guarantors listed herein

    


    and

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    


    as
      Trustee

    


    SENIOR
      CASH-PAY NOTES DUE 2015

    


    and

    


    SENIOR
      TOGGLE NOTES DUE 2017


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CROSS-REFERENCE TABLE*

     

    
      	
              
                Trust
                  Indenture Act Section

              

            	 	
              
                Indenture
                  Section

              

            
	
              310 
                (a)(1)

            	 	
              7.10

            
	
              (a)(2)                                                                                                

            	 	
              7.10

            
	
              (a)(3)                                                                                                

            	 	
              N.A.

            
	
              (a)(4)                                                                                                

            	 	
              N.A.

            
	
              (a)(5)                                                                                                

            	 	
              7.10

            
	
              (b)                                                                                                

            	 	
              7.10

            
	
              (c)                                                                                                

            	 	
              N.A.

            
	
              311  (a)

            	 	
              7.11

            
	
              (b)                                                                                                

            	 	
              7.11

            
	
              (c)                                                                                                

            	 	
              N.A.

            
	
              312  (a)

            	 	
              2.05

            
	
              (b)                                                                                                

            	 	
              12.03

            
	
              (c)                                                                                                

            	 	
              12.03

            
	
              313  (a)

            	 	
              7.06

            
	
              (b)(1)                                                                                                

            	 	
              N.A.

            
	
              (b)(2)                                                                                                

            	 	
              7.06;
                7.07

            
	
              (c)                                                                                                

            	 	
              7.06;
                12.02

            
	
              (d)                                                                                                

            	 	
              7.06

            
	
              314  (a)

            	 	
              4.03;
                12.05

            
	
              (b)                                                                                                

            	 	
              N.A.

            
	
              (c)(1)                                                                                                

            	 	
              12.04

            
	
              (c)(2)                                                                                                

            	 	
              12.04

            
	
              (c)(3)                                                                                                

            	 	
              N.A.

            
	
              (d)                                                                                                

            	 	
              N.A.

            
	
              (e)                                                                                                

            	 	
              12.05

            
	
              (f)                                                                                                

            	 	
              N.A.

            
	
              315  (a)

            	 	
              7.01

            
	
              (b)                                                                                                

            	 	
              7.05;
                12.02

            
	
              (c)                                                                                                

            	 	
              7.01

            
	
              (d)                                                                                                

            	 	
              7.01

            
	
              (e)                                                                                                

            	 	
              6.14

            
	
              316  (a)(last
                sentence)

            	 	
              2.09

            
	
              (a)(1)(A)                                                                                                

            	 	
              6.05

            
	
              (a)(1)(B)                                                                                                

            	 	
              6.04

            
	
              (a)(2)                                                                                                

            	 	
              N.A.

            
	
              (b)                                                                                                

            	 	
              6.07

            
	
              (c)                                                                                                

            	 	
              2.12;
                9.04

            
	
              317  (a)(1)

            	 	
              6.08

            
	
              (a)(2)                                                                                                

            	 	
              6.12

            
	
              (b)                                                                                                

            	 	
              2.04

            
	
              318  (a)

            	 	
              12.01

            
	
              (b)                                                                                                

            	 	
              N.A.

            
	
              (c)                                                                                                

            	 	
              12.01

            


    

     

    N.A.
      means not applicable.

    *
      This
      Cross-Reference Table is not part of this Indenture.


    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    Page

     

    ARTICLE
      I

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      
        	
                SECTION
                  1.01.

              	
                Definitions

              	
                1

              
	
                SECTION
                  1.02.

              	
                Other
                  Definitions

              	
                43

              
	
                SECTION
                  1.03.

              	
                Incorporation
                  by Reference of Trust Indenture Act

              	
                44

              
	
                SECTION
                  1.04.

              	
                Rules
                  of Construction

              	
                45

              
	
                SECTION
                  1.05.

              	
                Acts
                  of Holders

              	
                45

              


      




    ARTICLE
      II

     

    THE
      NOTES

    

      
        	
                SECTION
                  2.01.

              	
                Form
                  and Dating; Terms

              	
                47

              
	
                SECTION
                  2.02.

              	
                Execution
                  and Authentication

              	
                49

              
	
                SECTION
                  2.03.

              	
                Registrar
                  and Paying Agent

              	
                50

              
	
                SECTION
                  2.04.

              	
                Paying
                  Agent to Hold Money in Trust

              	
                51

              
	
                SECTION
                  2.05.

              	
                Holder
                  Lists

              	
                51

              
	
                SECTION
                  2.06.

              	
                Transfer
                  and Exchange

              	
                51

              
	
                SECTION
                  2.07.

              	
                Replacement
                  Notes

              	
                65

              
	
                SECTION
                  2.08.

              	
                Outstanding
                  Notes

              	
                65

              
	
                SECTION
                  2.09.

              	
                Treasury
                  Notes

              	
                66

              
	
                SECTION
                  2.10.

              	
                Temporary
                  Notes

              	
                66

              
	
                SECTION
                  2.11.

              	
                Cancellation

              	
                66

              
	
                SECTION
                  2.12.

              	
                Defaulted
                  Interest

              	
                66

              
	
                SECTION
                  2.13.

              	
                CUSIP/ISIN
                  Numbers

              	
                67

              
	
                SECTION
                  2.14.

              	
                Calculation
                  of Principal Amount of Securities

              	
                67

              


      

    

     

     

    ARTICLE
      III

     

    REDEMPTION

    

      
        	
                SECTION
                  3.01.

              	
                Notices
                  to Trustee

              	
                68

              
	
                SECTION
                  3.02.

              	
                Selection
                  of Notes to Be Redeemed

              	
                68

              
	
                SECTION
                  3.03.

              	
                Notice
                  of Redemption

              	
                68

              
	
                SECTION
                  3.04.

              	
                Effect
                  of Notice of Redemption

              	
                69

              
	
                SECTION
                  3.05.

              	
                Deposit
                  of Redemption Price

              	
                70

              
	
                SECTION
                  3.06.

              	
                Notes
                  Redeemed in Part

              	
                70

              
	
                SECTION
                  3.07.

              	
                Optional
                  Redemption

              	
                71

              
	
                SECTION
                  3.08.

              	
                Mandatory
                  Redemption

              	
                72

              


      

      


      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      
        	 	 	Page 
	 	 	 
	
                SECTION
                  3.09.

              	
                Offers
                  to Repurchase by Application of Excess Proceeds

              	
                72

              


      

       

    

     

    ARTICLE
      IV

     

    COVENANTS

    

      
        	
                SECTION
                  4.01.

              	
                Payment
                  of Notes

              	
                75

              
	
                SECTION
                  4.02.

              	
                Maintenance
                  of Office or Agency

              	
                76

              
	
                SECTION
                  4.03.

              	
                Reports
                  and Other Information

              	
                76

              
	
                SECTION
                  4.04.

              	
                Compliance
                  Certificate

              	
                78

              
	
                SECTION
                  4.05.

              	
                Taxes

              	
                78

              
	
                SECTION
                  4.06.

              	
                Stay,
                  Extension and Usury Laws

              	
                78

              
	
                SECTION
                  4.07.

              	
                Limitation
                  on Restricted Payments

              	
                79

              
	
                SECTION
                  4.08.

              	
                Dividend
                  and Other Payment Restrictions Affecting Restricted
                  Subsidiaries

              	
                88

              
	
                SECTION
                  4.09.

              	
                Limitation
                  on the Incurrence of Indebtedness and Issuance of Disqualified
                  Stock and
                  Preferred Stock

              	
                90

              
	
                SECTION
                  4.10.

              	
                Asset
                  Sales

              	
                98

              
	
                SECTION
                  4.11.

              	
                Transactions
                  with Affiliates

              	
                101

              
	
                SECTION
                  4.12.

              	
                Liens

              	
                104

              
	
                SECTION
                  4.13.

              	
                Company
                  Existence

              	
                104

              
	
                SECTION
                  4.14.

              	
                Offer
                  to Repurchase Upon Change of Control

              	
                105

              
	
                SECTION
                  4.15.

              	
                Limitation
                  on Guarantees of Indebtedness by Restricted Subsidiaries

              	
                107

              
	
                SECTION
                  4.16.

              	
                Corporate
                  Co-Issuer

              	
                107

              
	
                SECTION
                  4.17.

              	
                Suspension
                  of Covenants

              	
                108

              


      

    

     

     

    ARTICLE
      V

     

    SUCCESSORS

    

      
        	
                SECTION
                  5.01.

              	
                Merger,
                  Consolidation or Sale of All or Substantially All Assets

              	
                109

              
	
                SECTION
                  5.02.

              	
                Successor
                  Person Substituted

              	
                112

              


      

    

     

     

    ARTICLE
      VI

     

    DEFAULTS
      AND REMEDIES

    

      
        	
                SECTION
                  6.01.

              	
                Events
                  of Default

              	
                112

              
	
                SECTION
                  6.02.

              	
                Acceleration

              	
                115

              
	
                SECTION
                  6.03.

              	
                Other
                  Remedies

              	
                116

              
	
                SECTION
                  6.04.

              	
                Waiver
                  of Past Defaults

              	
                116

              
	
                SECTION
                  6.05.

              	
                Control
                  by Majority

              	
                116

              
	
                SECTION
                  6.06.

              	
                Limitation
                  on Suits

              	
                116

              


      

      


      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

      
        	 	 	Page 
	 	 	 
	
                SECTION
                  6.07.

              	
                Rights
                  of Holders to Receive Payment

              	
                117

              
	
                SECTION
                  6.08.

              	
                Collection
                  Suit by Trustee

              	
                117

              
	
                SECTION
                  6.09.

              	
                Restoration
                  of Rights and Remedies

              	
                117

              
	
                SECTION
                  6.10.

              	
                Rights
                  and Remedies Cumulative

              	
                117

              
	
                SECTION
                  6.11.

              	
                Delay
                  or Omission Not Waiver

              	
                118

              
	
                SECTION
                  6.12.

              	
                Trustee
                  May File Proofs of Claim

              	
                118

              
	
                SECTION
                  6.13.

              	
                Priorities

              	
                118

              
	
                SECTION
                  6.14.

              	
                Undertaking
                  for Costs

              	
                119

              


      

    

     

     

    ARTICLE
      VII

     

    TRUSTEE

    

      
        	
                SECTION
                  7.01.

              	
                Duties
                  of Trustee

              	
                119

              
	
                SECTION
                  7.02.

              	
                Rights
                  of Trustee

              	
                120

              
	
                SECTION
                  7.03.

              	
                Individual
                  Rights of Trustee

              	
                122

              
	
                SECTION
                  7.04.

              	
                Trustee’s
                  Disclaimer

              	
                122

              
	
                SECTION
                  7.05.

              	
                Notice
                  of Defaults

              	
                122

              
	
                SECTION
                  7.06.

              	
                Reports
                  by Trustee to Holders

              	
                122

              
	
                SECTION
                  7.07.

              	
                Compensation
                  and Indemnity

              	
                122

              
	
                SECTION
                  7.08.

              	
                Replacement
                  of Trustee

              	
                123

              
	
                SECTION
                  7.09.

              	
                Successor
                  Trustee by Merger, etc.

              	
                124

              
	
                SECTION
                  7.10.

              	
                Eligibility;
                  Disqualification

              	
                124

              
	
                SECTION
                  7.11.

              	
                Preferential
                  Collection of Claims Against Issuers

              	
                125

              


      



    ARTICLE
      VIII

     

    LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

    

      
        	
                SECTION
                  8.01.

              	
                Option
                  to Effect Legal Defeasance or Covenant Defeasance

              	
                125

              
	
                SECTION
                  8.02.

              	
                Legal
                  Defeasance and Discharge

              	
                125

              
	
                SECTION
                  8.03.

              	
                Covenant
                  Defeasance

              	
                126

              
	
                SECTION
                  8.04.

              	
                Conditions
                  to Legal or Covenant Defeasance

              	
                126

              
	
                SECTION
                  8.05.

              	
                Deposited
                  Money and Government Securities to Be Held in Trust; Other Miscellaneous
                  Provisions

              	
                128

              
	
                SECTION
                  8.06.

              	
                Repayment
                  to Issuers

              	
                128

              
	
                SECTION
                  8.07.

              	
                Reinstatement

              	
                129

              


      



    ARTICLE
      IX


     

    ARTICLE
      IX AMENDMENT, SUPPLEMENT AND WAIVER

    

      
        	
                SECTION
                  9.01.

              	
                Without
                  Consent of Holders

              	
                129

              
	
                SECTION
                  9.02.

              	
                With
                  Consent of Holders

              	
                130

              


      

      


      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

      
        	 	 	Page 
	 	 	 
	
                SECTION
                  9.03.

              	
                Compliance
                  with Trust Indenture Act

              	
                132

              
	
                SECTION
                  9.04.

              	
                Revocation
                  and Effect of Consents

              	
                132

              
	
                SECTION
                  9.05.

              	
                Notation
                  on or Exchange of Notes

              	
                133

              
	
                SECTION
                  9.06.

              	
                Trustee
                  to Sign Amendments, etc.

              	
                133

              
	
                SECTION
                  9.07.

              	
                Payment
                  for Consent

              	
                133

              
	
                SECTION
                  9.08.

              	
                Additional
                  Voting Terms; Calculation of Principal Amount

              	
                133

              


      

       

       

    

    ARTICLE
      X

     

    GUARANTEES

    

      
        	
                SECTION
                  10.01.

              	
                Guarantee

              	
                134

              
	
                SECTION
                  10.02.

              	
                Limitation
                  on Guarantor Liability

              	
                135

              
	
                SECTION
                  10.03.

              	
                Execution
                  and Delivery

              	
                136

              
	
                SECTION
                  10.04.

              	
                Subrogation

              	
                136

              
	
                SECTION
                  10.05.

              	
                Benefits
                  Acknowledged

              	
                136

              
	
                SECTION
                  10.06.

              	
                Release
                  of Guarantees

              	
                136

              


      



    ARTICLE
      XI

     

    SATISFACTION
      AND DISCHARGE

    

      
        	
                SECTION
                  11.01.

              	
                Satisfaction
                  and Discharge

              	
                137

              
	
                SECTION
                  11.02.

              	
                Application
                  of Trust Money

              	
                138

              


      

    

     

     

    ARTICLE
      XII

     

    MISCELLANEOUS

    

      
        	
                SECTION
                  12.01.

              	
                Trust
                  Indenture Act Controls

              	
                139

              
	
                SECTION
                  12.02.

              	
                Notices

              	
                139

              
	
                SECTION
                  12.03.

              	
                Communication
                  by Holders with Other Holders

              	
                140

              
	
                SECTION
                  12.04.

              	
                Certificate
                  and Opinion as to Conditions Precedent

              	
                140

              
	
                SECTION
                  12.05.

              	
                Statements
                  Required in Certificate or Opinion

              	
                141

              
	
                SECTION
                  12.06.

              	
                Rules
                  by Trustee and Agents

              	
                141

              
	
                SECTION
                  12.07.

              	
                No
                  Personal Liability of Directors, Officers, Employees and
                  Stockholders

              	
                141

              
	
                SECTION
                  12.08.

              	
                Governing
                  Law

              	
                141

              
	
                SECTION
                  12.09.

              	
                Waiver
                  of Jury Trial

              	
                141

              
	
                SECTION
                  12.10.

              	
                Force
                  Majeure

              	
                142

              
	
                SECTION
                  12.11.

              	
                No
                  Adverse Interpretation of Other Agreements

              	
                142

              
	
                SECTION
                  12.12.

              	
                Successors

              	
                142

              
	
                SECTION
                  12.13.

              	
                Severability

              	
                142

              
	
                SECTION
                  12.14.

              	
                Counterpart
                  Originals

              	
                142

              


      

      


      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

      

      
        	 	 	Page 
	 	 	 
	
                SECTION
                  12.15.

              	
                Table
                  of Contents, Headings, etc.

              	
                142

              
	
                SECTION
                  12.16.

              	
                Qualification
                  of Indenture

              	
                142

              


      



    EXHIBITS

     

    Exhibit
      A-1                          Form
      of Cash-Pay Note

    Exhibit
      A-2                          Form
      of Toggle Note

    Exhibit
      B                              Form
      of Certificate of Transfer

    Exhibit
      C                              Form
      of Certificate of Exchange

    Exhibit
      D                             
Form of Supplemental Indenture to be Delivered by Subsequent
      Guarantors


    
       

      
        -vi-

        
          

        

      

      
        
        

      

    


    SENIOR
      NOTES INDENTURE, dated as of December 3, 2007, among ALLTEL Corporation, a
      Delaware corporation (the “Company”), as one of the Guarantors (as
      defined herein), ALLTEL Communications, Inc., a Delaware corporation
      (“ACI”), Alltel Communications Finance, Inc., a Delaware corporation (the
      “Co-Issuer” and, together with ACI, the “Issuers” and each, an
“Issuer”), the other Guarantors (as defined herein) and Wells
      Fargo Bank,
      National Association, as Trustee.

     

    W 
      I  T  N  E  S 
S  E T H

     

    WHEREAS,
      each of the Issuers has duly authorized the issuance of up to (i) $5,200,000,000
      in aggregate principal amount of senior cash-pay notes due 2015 and (ii)
      $2,500,000,000 in aggregate principal amount of senior pay-in-kind option notes
      due 2017;

     

    WHEREAS,
      each of the Issuers has duly authorized the creation of an issue, on the Issue
      Date, of $1,000,000,000 principal amount of the Issuers’ Toggle Notes bearing
      interest rates of 10.375%  / 11.125% (together with any increases in
      the aggregate principal amount thereof, or any Related PIK Notes (as defined
      herein) with respect thereto, in each case in connection with any PIK Payment
      (as defined herein) with respect thereto, the “Initial Toggle
      Notes”);

     

    WHEREAS,
      each of the Issuers and each of the Guarantors has duly authorized the execution
      and delivery of this Indenture (as defined herein);

     

    NOW,
      THEREFORE, the Issuers, the Company, the other Guarantors and the Trustee agree
      as follows for the benefit of each other and for the equal and ratable benefit
      of the Holders (as defined herein).

     

    ARTICLE
      I

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    SECTION
      1.01.  Definitions.

     

    “144A
      Global Note” means a Global Note substantially in the form of
Exhibit A-1 or Exhibit A-2 hereto, as the case may be,
      bearing the Global Note Legend, the Private Placement Legend and the Tax Legend
      (if applicable) and deposited with or on behalf of, and registered in the name
      of, the Depositary or its nominee, issued in a denomination equal to the
      outstanding principal amount of the applicable series of Notes sold in reliance
      on Rule 144A.

     

    “Acquired
      Indebtedness” means, with respect to any specified Person,

     

    (1)           Indebtedness
      of any other Person existing at the time when such other Person is merged with
      or into or became a Restricted Subsidiary of such specified Person, including
      Indebtedness incurred in connection with, or in contemplation of, such other
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Person
      merging with or into or becoming a Restricted Subsidiary of such specified
      Person, and

     

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

     

    “Acquisition”
      means the transactions contemplated by the Transaction Agreement.

     

    “Additional
      Cash-Pay Notes” means Cash-Pay Notes (other than Exchange Notes) issued from
      time to time after the Issue Date under this Indenture in accordance with
      Sections 2.01 and 4.09 hereof, as part of the same series.

     

    “Additional
      Interest” means all additional interest then owing pursuant to the
      applicable Registration Rights Agreement.

     

    “Additional
      Notes” means Additional Cash-Pay Notes and Additional Toggle
      Notes.

     

    “Additional
      Toggle Notes” means additional Toggle Notes (other than the Initial Toggle
      Notes, the Exchange Notes and any PIK Notes issued (and any increase in the
      aggregate principal amount of Toggle Notes) as a result of a PIK Payment) issued
      from time to time after the Issue Date under this Indenture in accordance with
      Sections 2.01 and 4.09 hereof, as part of the same series as the Initial Toggle
      Notes.

     

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

     

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

     

    “Agent’s
      Message” means a message transmitted by DTC to, and received by, the
      Depositary and forming a part of the book-entry confirmation, which states
      that
      DTC has received an express acknowledgment from each participant in DTC
      tendering the Notes and that such participants have received the Letter of
      Transmittal and agree to be bound by the terms of the Letter of Transmittal
      and
      the Issuers may enforce such agreement against such participants.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Applicable
      Premium” means, with respect to any Cash-Pay Note or Toggle Note, as the
      case may be, on any date of redemption, the greater of:

     

    (1)           1.0%
      of the principal amount of such Cash-Pay Note or Toggle Note, as the case may
      be; and

     

    (2)           the
      excess, if any, of (a) the present value at such date of redemption of
      (i) the redemption price of such Cash-Pay Note at the Cash-Pay Note
      Applicable Redemption Date or such Toggle Note at December 1, 2012 (such
      redemption price determined as set forth, with respect to any Cash-Pay Note,
      in
      the applicable supplemental indenture or, with respect to any Toggle Note,in
      the
      table set forth in Section 3.07(f) hereof), as the case may be, plus (ii) all
      required remaining scheduled interest payments due on such Cash-Pay Note through
      the Cash-Pay Note Applicable Redemption Date or such Toggle Note through
      December 1, 2012, as the case may be (with respect to the Toggle Notes,
      calculated based on the Cash Interest rate) (excluding accrued but unpaid
      interest to the date of redemption), computed using a discount rate equal to
      the
      Treasury Rate as of such date of redemption plus 50 basis points; over (b)
      the
      principal amount of such Cash-Pay Note or Toggle Note, as the case may
      be.

     

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

     

    “Asset
      Sale” means:

     

    (1)           the
      sale, conveyance, transfer or other disposition, whether in a single transaction
      or a series of related transactions (including, but not limited to, by way
      of a
      Sale and Lease-Back Transaction) of property or assets of the Company or any
      Restricted Subsidiary (each referred to in this definition as a “disposition”);
      or

     

    (2)           the
      issuance or sale of Equity Interests of any Restricted Subsidiary (other than
      Preferred Stock of Restricted Subsidiaries issued in compliance with Section
      4.09 hereof), whether in a single transaction or a series of related
      transactions; in each case, other than:

     

    (a)           any
      disposition of Cash Equivalents or Investment Grade Securities or obsolete
      or
      worn out equipment in the ordinary course of business or any disposition of
      inventory or goods (or other assets) held for sale or no longer used in the
      ordinary course of business;

     

    (b)           the
      disposition of all or substantially all of the assets of the Company or the
      Issuers in a manner permitted pursuant to the provisions described under Section
      5.01 hereof or any disposition that constitutes a Change of Control pursuant
      to
      this Indenture;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (c)           the
      making of any Restricted Payment or Permitted Investment that is permitted
      to be
      made, and is made, under Section 4.07 hereof;

     

    (d)           any
      disposition of assets or issuance or sale of Equity Interests of any Restricted
      Subsidiary in any transaction or series of related transactions with an
      aggregate fair market value of less than $50.0 million;

     

    (e)           any
      disposition of property or assets or the issuance of securities by a Restricted
      Subsidiary to the Company or a Restricted Subsidiary or by the Company to a
      Restricted Subsidiary;

     

    (f)           to
      the extent allowable under Section 1031 of the Internal Revenue Code of 1986,
      any exchange of like property (excluding any boot thereon) for use in a Similar
      Business;

     

    (g)           the
      lease, assignment or sub-lease of any real or personal property in the ordinary
      course of business;

     

    (h)           any
      issuance or sale of Equity Interests in, or Indebtedness or other securities
      of,
      an Unrestricted Subsidiary;

     

    (i)           foreclosures,
      condemnation or any similar action on assets or the granting of Liens not
      prohibited by this Indenture;

     

    (j)           sales
      of accounts receivable, or participations therein, or Securitization Assets
      or
      related assets in connection with any Qualified Securitization
      Facility;

     

    (k)           any
      financing transaction with respect to property built or acquired by the Company
      or any Restricted Subsidiary after the Closing Date, including, but not limited
      to, Sale and Lease-Back Transactions and asset securitizations permitted by
      this
      Indenture;

     

    (l)           the
      sale or discount of inventory, accounts receivable or notes receivable in the
      ordinary course of business or the conversion of accounts receivable to notes
      receivable;

     

    (m)           the
      licensing or sub-licensing of intellectual property or other general intangibles
      in the ordinary course of business, other than the licensing of intellectual
      property on a long-term basis;

     

    (n)           any
      surrender or waiver of contract rights or the settlement, release or surrender
      of contract rights or other litigation claims in the ordinary course of
      business;

     

    (o)           the
      unwinding of any Hedging Obligations;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (p)           sales,
      transfers and other dispositions of Investments in joint ventures to the extent
      required by, or made pursuant to, customary buy/sell arrangements between the
      joint venture parties set forth in joint venture arrangements and similar
      binding arrangements; and

     

    (q)           the
      abandonment of intellectual property rights in the ordinary course of business,
      which in the reasonable good faith determination of the Company are not material
      to the conduct of the business of the Company and the Restricted Subsidiaries
      taken as a whole.

     

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

     

    “broker-dealer”
      has the meaning set forth in the applicable Registration Rights
      Agreement.

     

    “Business
      Day” means each day that is not a Saturday, a Sunday or a day on which
      commercial banking institutions are not required to be open in the State of
      New
      York or the place of payment.

     

    “Capital
      Stock” means:

     

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

     

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

     

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

     

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

     

    “Capitalized
      Lease Obligation” means, at the time when any determination thereof is to be
      made, the amount of the liability in respect of a capital lease that would
      at
      such time be required to be capitalized and reflected as a liability on a
      balance sheet (excluding the footnotes thereto) prepared in accordance with
      GAAP.

     

    “Capitalized
      Software Expenditures” shall mean, for any period, the aggregate of all
      expenditures (whether paid in cash or accrued as liabilities) by a Person and
      its Restricted Subsidiaries during such period in respect of licensed or
      purchased software or internally developed software and software enhancements
      that, in conformity with GAAP, are or are 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    required
      to be reflected as capitalized costs on the consolidated balance sheet of a
      Person and its Restricted Subsidiaries.

     

    “Cash
      Equivalents” means:

     

    (1)           United
      States dollars;

     

    (2)           Canadian
      dollars, yen, pounds sterling or euros;

     

    (3)           securities
      issued or directly and fully and unconditionally guaranteed or insured by the
      U.S. government or any agency or instrumentality thereof the securities of
      which
      are unconditionally guaranteed as a full faith and credit obligation of such
      government with maturities of 24 months or less from the date of
      acquisition;

     

    (4)           certificates
      of deposit, time deposits and eurodollar time deposits with maturities of 12
      months or less from the date of acquisition, bankers’ acceptances with
      maturities not exceeding one year and overnight bank deposits, in each case
      with
      any domestic or foreign commercial bank having capital and surplus of not less
      than $250.0 million in the case of U.S. banks and $100.0 million (or the U.S.
      dollar equivalent as of the date of determination) in the case of non-U.S.
      banks;

     

    (5)           repurchase
      obligations for underlying securities of the types described in clauses (3),
      (4)
      and (8) entered into with any financial institution meeting the qualifications
      specified in clause (4) above;

     

    (6)           commercial
      paper rated at least “P-2” by Moody’s or at least “A-2” by S&P (or, if at
      any time neither Moody’s nor S&P shall be rating such obligations, an
      equivalent rating from another Rating Agency) and in each case maturing within
      24 months after the date of creation thereof and Indebtedness or Preferred
      Stock
      issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher
      from Moody’s with maturities of 24 months or less from the date of
      acquisition;

     

    (7)           marketable
      short-term money market and similar funds having a rating of at least “P-2 or
“A-2” from either Moody’s or S&P, respectively (or, if at any time neither
      Moody’s nor S&P shall be rating such obligations, an equivalent rating from
      another Rating Agency);

     

    (8)           readily
      marketable direct obligations issued by any state, commonwealth or territory
      of
      the United States or any political subdivision or taxing authority thereof
      having an Investment Grade Rating from either Moody’s or S&P (or, if at any
      time neither Moody’s nor S&P shall be rating such obligations, an equivalent
      rating from another Rating Agency) with maturities of 24 months or less from
      the
      date of acquisition;

     

    (9)           readily
      marketable direct obligations issued by any foreign government or any political
      subdivision or public instrumentality thereof, in each case having
      an

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        
Investment
        Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s
        nor S&P shall be rating such obligations, an equivalent rating from another
        Rating Agency) with maturities of 24 months or less from the date of
        acquisition;

    

     

    (10)           Investments
      with average maturities of 12 months or less from the date of acquisition in
      money market funds rated “AAA-” (or the equivalent thereof) or better by S&P
      or “Aaa3” (or the equivalent thereof) or better by Moody’s (or, if at any time
      neither Moody’s nor S&P shall be rating such obligations, an equivalent
      rating from another Rating Agency); and

     

    (11)           investment
      funds investing at least 90.0% of their assets in securities of the types
      described in clauses (1) through (10) above.

     

    In
      the
      case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary,
      Cash Equivalents shall also include (a) investments of the type and maturity
      described in clauses (1) through (8) and clauses (10) and (11) above of foreign
      obligors, which Investments or obligors (or the parents of such obligors) have
      ratings described in such clauses or equivalent ratings from comparable foreign
      rating agencies and (b) local currencies and other short-term investments
      utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance
      with normal investment practices for cash management in investments analogous
      to
      the foregoing investments in clauses (1) through (11) and in this
      definition.

     

    Notwithstanding
      the foregoing, Cash Equivalents shall include amounts denominated in currencies
      other than those set forth in clauses (1) and (2) above; provided that
      such amounts are converted into any currency listed in clauses (1) and (2)
      as
      promptly as practicable and in any event within ten Business Days following
      the
      receipt of such amounts.

     

    “Cash
      Interest” means interest on the Toggle Notes to be paid entirely in
      cash.

     

    “Cash-Pay
      Note Applicable Redemption Date” means, with respect to any Cash-Pay Note,
      the “Cash-Pay Note Applicable Redemption Date” as set forth in a supplemental
      indenture hereto pursuant to which such Cash-Pay Note is issued.

     

    “Cash-Pay
      Notes” means any Additional Cash-Pay Notes and any Exchange Notes issued in
      exchange for Additional Cash-Pay Notes, each authenticated and delivered under
      this Indenture.

     

    “Change
      of Control” means the occurrence of any of the following:

     

    (1)           the
      sale, lease or transfer, in one or a series of related transactions, of all
      or
      substantially all of the assets of the Company and its Subsidiaries, taken
      as a
      whole, to any Person other than a Permitted Holder;

     

    (2)           the
      Company becomes aware of (by way of a report or any other filing pursuant to
      Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise)
      

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        
the
        acquisition by any Person or group (within the meaning of Section 13(d)(3)
        or
        Section 14(d)(2) of the Exchange Act, or any successor provision), including
        any
        group acting for the purpose of acquiring, holding or disposing of securities
        (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than
        one
        or more Permitted Holders, in a single transaction or in a related series
        of
        transactions, by way of merger, consolidation or other business combination
        or
        purchase of beneficial ownership (within the meaning of Rule 13d-3 under
        the
        Exchange Act, or any successor provision) of 50.0% or more of the total voting
        power of the Voting Stock of the Company or any of its direct or indirect
        parent
        companies; or

    

     

    (3)           ACI
      ceases to be a direct Wholly-Owned Subsidiary of the Company or ACFI ceases
      to
      be an indirect or direct Wholly-Owned Subsidiary of the Company.

     

    “Class,”
      when used in reference to any Note, shall refer to whether such Note is a
      Cash-Pay Note or a Toggle Note.

     

    “Clearstream”
      means Clearstream Banking, Société Anonyme and its successors.

     

    “Closing
      Date” means November 16, 2007.

     

    “Co-Issuer”
      means Alltel Communications Finance, Inc. (“ACFI”), a direct wholly-owned
      subsidiary of ACI with nominal assets which conducts no operations, and its
      successors.

     

    “Consolidated
      Depreciation and Amortization Expense” means with respect to any Person for
      any period, the total amount of depreciation and amortization expense of such
      Person, including, but not limited to, the amortization of deferred financing
      fees, debt issuance costs, commissions, fees and expenses and Capitalized
      Software Expenditures of such Person and its Restricted Subsidiaries for such
      period on a consolidated basis and otherwise determined in accordance with
      GAAP.

     

    “Consolidated
      Interest Expense” means, with respect to any Person for any period, without
      duplication, the sum of:

     

    (1)           consolidated
      interest expense of such Person and its Restricted Subsidiaries for such period,
      to the extent that such expense was deducted (and not added back) in computing
      Consolidated Net Income (including (a) amortization of original issue discount
      resulting from the issuance of Indebtedness at less than par, (b) all
      commissions, discounts and other fees and charges owed with respect to letters
      of credit or bankers acceptances, (c) non-cash interest payments (but excluding
      any non-cash interest expense attributable to the movement in the mark to market
      valuation of Hedging Obligations or other derivative instruments pursuant to
      GAAP), (d) the interest component of Capitalized Lease Obligations, and (e)
      net
      payments, if any, made (less net payments, if any, received), pursuant to
      interest rate Hedging Obligations with respect to Indebtedness, and excluding
      (t) any expense resulting from the discounting of any 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Indebtedness
      in connection with the application of recapitalization accounting or, if
      applicable, purchase accounting in connection with the Transactions or any
      acquisition, (u) penalties and interest relating to taxes, (v) any Additional
      Interest and any “additional interest” with respect to other securities, (w)
      amortization of deferred financing fees, debt issuance costs, commissions,
      fees
      and expenses, (x) any expensing of bridge, commitment and other financing fees,
      (y) commissions, discounts, yield and other fees and charges (including any
      interest expense) related to any Qualified Securitization Facility and (z)
      any
      accretion of accrued interest on discounted liabilities); plus

     

    (2)           consolidated
      capitalized interest of such Person and its Restricted Subsidiaries for such
      period, whether paid or accrued; less

     

    (3)           interest
      income for such period.

     

    For
      purposes of this definition, interest on a Capitalized Lease Obligation shall
      be
      deemed to accrue at an interest rate reasonably determined by such Person to
      be
      the rate of interest implicit in such Capitalized Lease Obligation in accordance
      with GAAP.

     

    “Consolidated
      Leverage Ratio” means, with respect to any Test Period, the ratio of (a)
      Consolidated Total Indebtedness as of the last day of such Test Period to (b)
      EBITDA of the Company for such Test Period.

     

    In
      the
      event that the Company or any Restricted Subsidiary incurs, assumes, guarantees,
      redeems, retires or extinguishes any Indebtedness (other than Indebtedness
      incurred under any revolving credit facility unless such Indebtedness has been
      permanently repaid and has not been replaced) or issues or redeems Disqualified
      Stock or Preferred Stock subsequent to the end of the last day of the Test
      Period but prior to or simultaneously with the event for which the calculation
      of the Consolidated Leverage Ratio is made (the “Calculation Date”), then
      the Consolidated Leverage Ratio shall be calculated giving pro forma
      effect to such incurrence, assumption, guarantee, redemption, retirement or
      extinguishment of Indebtedness, or such issuance or redemption of Disqualified
      Stock or Preferred Stock, as if the same had occurred on the first day of the
      Test Period.

     

    For
      purposes of making the computation referred to above, Investments, acquisitions,
      dispositions, mergers, consolidations and discontinued operations (as determined
      in accordance with GAAP) that have been made by the Company or any Restricted
      Subsidiary during the Test Period or subsequent to the Test Period and on or
      prior to or simultaneously with the Calculation Date shall be calculated on
      a
pro forma basis assuming that all such Investments, acquisitions,
      dispositions, mergers, consolidations and discontinued operations (and the
      change in EBITDA resulting therefrom) had occurred on the first day of the
      Test
      Period.  If since the beginning of such period any Person that
      subsequently became a Restricted Subsidiary or was merged with or into the
      Company or any Restricted Subsidiary since the beginning of such period shall
      have made any Investment, acquisition, disposition, merger, consolidation or
      discontinued operation that would have required adjustment pursuant to this
      definition, then the Consolidated Leverage Ratio shall be calculated giving
      pro forma effect thereto for such period

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    as
      if
      such Investment, acquisition, disposition, merger, consolidation or discontinued
      operation had occurred at the beginning of the Test Period.

     

    For
      purposes of this definition, whenever pro forma effect is to be given to
      a transaction, Investment, acquisition, disposition, merger or consolidation
      (including the Transaction) and the amount of income or earnings relating
      thereto, the pro forma calculations shall be made in good faith by a
      responsible financial or accounting officer of the Company (and may include,
      without duplication, cost savings and operating expense reductions resulting
      from such Investment, acquisition, merger or consolidation (including the
      Transaction) which is being given pro forma effect that have been or are
      expected, in good faith, to be realized).

     

    “Consolidated
      Net Income” means, with respect to any Person for any period, the aggregate
      of the Net Income of such Person and its Restricted Subsidiaries for such
      period, on a consolidated basis, and otherwise determined in accordance with
      GAAP; provided that, without duplication,

     

    (1)           any
      after-tax effect of extraordinary, non-recurring or unusual gains or losses
      (less all fees and expenses relating thereto) or expenses (including Transaction
      fees and expenses), severance costs, relocation costs, consolidation and closing
      costs, integration and facilities opening costs, business optimization costs,
      transition costs, restructuring costs, signing, retention or completion bonuses,
      and curtailments or modifications to pension and post-retirement employee
      benefit plans shall be excluded;

     

    (2)           the
      cumulative effect of a change in accounting principles and changes as a result
      of the adoption or modification of accounting policies during such period shall
      be excluded;

     

    (3)           any
      after-tax effect of income (loss) from disposed, abandoned or discontinued
      operations and any net after-tax gains or losses on disposal of disposed,
      abandoned, transferred, closed or discontinued operations shall be
      excluded;

     

    (4)           any
      net after-tax effect of gains or losses (less all fees, expenses and charges
      relating thereto) attributable to asset dispositions or abandonments or the
      sale
      or other disposition of any Capital Stock of any Person other than in the
      ordinary course of business shall be excluded;

     

    (5)           the
      Net Income for such period of any Person that is an Unrestricted Subsidiary
      shall be excluded, and, solely for the purpose of determining the amount
      available for Restricted Payments under clause (3)(A) of Section 4.07(a) hereof,
      the Net Income for such period of any Person that is not a Subsidiary or that
      is
      accounted for by the equity method of accounting shall be excluded;
provided that Consolidated Net Income of the Company shall be increased
      by the amount of dividends, distributions or other payments that are actually
      paid in cash (or to the extent converted into cash) to the Company or a
      Restricted Subsidiary thereof in respect of such period;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (6)           solely
      for the purpose of determining the amount available for Restricted Payments
      under clause (3)(A) of Section 4.07(a) hereof, the Net Income for such period
      of
      any Restricted Subsidiary (other than any Guarantor) shall be excluded to the
      extent that the declaration or payment of dividends or similar distributions
      by
      that Restricted Subsidiary of its Net Income is not at the date of determination
      permitted without any prior governmental approval (which has not been obtained)
      or, directly or indirectly, by the operation of the terms of its charter or
      any
      agreement, instrument, judgment, decree, order, statute, rule, or governmental
      regulation applicable to that Restricted Subsidiary or its stockholders, unless
      such restriction with respect to the payment of dividends or similar
      distributions has been legally waived; provided that Consolidated Net
      Income of the Company will be increased by the amount of dividends or other
      distributions or other payments actually paid in cash (or to the extent
      converted into cash) to the Company or a Restricted Subsidiary thereof in
      respect of such period, to the extent not already included therein;

     

    (7)           effects
      of adjustments (including the effects of such adjustments pushed down to the
      Company and the Restricted Subsidiaries) in such Person’s consolidated financial
      statements pursuant to GAAP resulting from the application of recapitalization
      accounting or, if applicable, purchase accounting in relation to the
      Transactions or any consummated acquisition or the amortization or write-off
      of
      any amounts thereof, net of taxes, shall be excluded;

     

    (8)           any
      after-tax effect of income (loss) from the early extinguishment of (a)
      Indebtedness, (b) Hedging Obligations or (c) other derivative instruments shall
      be excluded;

     

    (9)           any
      impairment charge or asset write-off or write-down, including impairment charges
      or asset write-offs or write-downs related to intangible assets, long-lived
      assets, investments in debt and equity securities or as a result of a change
      in
      law or regulation, in each case, pursuant to GAAP, and the amortization of
      intangibles arising pursuant to GAAP shall be excluded;

     

    (10)           any
      non-cash compensation expense recorded from grants of stock appreciation or
      similar rights, stock options, restricted stock or other rights, and any cash
      charges associated with the rollover, acceleration or payout of Equity Interests
      by management of the Company or any of its direct or indirect parent companies
      in connection with the Transactions, shall be excluded;

     

    (11)           any
      fees, expenses or charges incurred during such period, or any amortization
      thereof for such period, in connection with any acquisition, Investment, Asset
      Sale, incurrence or repayment of Indebtedness, issuance of Equity Interests,
      refinancing transaction or amendment or modification of any debt instrument
      (including, in each case, any such transaction consummated prior to the Closing
      Date and any such transaction undertaken but not completed), and any charges
      or
      non-recurring merger costs incurred during such period as a result of any such
      transaction shall be excluded;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (12)           accruals
      and reserves that are established within twelve months after the Closing Date
      that are so required to be established as a result of the Transactions (or
      within twelve months after the closing of any acquisition that are so required
      to be established as a result of such acquisition) in accordance with GAAP
      shall
      be excluded;

     

    (13)           to
      the extent covered by insurance and actually reimbursed, or, so long as the
      Company has made a determination that there exists reasonable evidence that
      such
      amount will in fact be reimbursed by the insurer and only to the extent that
      such amount is (a) not denied by the applicable carrier in writing 180 days
      and
      (b) in fact reimbursed within 365 days of the date of the insurable event (with
      a deduction for any amount so added back to the extent not so reimbursed within
      such 365 day period), expenses with respect to liability or casualty events
      or
      business interruption shall be excluded;

     

    (14)           any
      non-cash compensation expense resulting from the application of Statement of
      Financial Accounting Standards No. 123R shall be excluded; and

     

    (15)           the
      following items shall be excluded:

     

    (a)           any
      net unrealized gain or loss (after any offset) resulting in such period from
      Hedging Obligations and the application of Statement of Financial Accounting
      Standards No. 133; and

     

    (b)           any
      net unrealized gain or loss (after any offset) resulting in such period from
      currency translation gains or losses including those related to currency
      remeasurements of Indebtedness (including any net loss or gain resulting from
      Hedging Obligations for currency exchange risk).

     

    In
      addition, to the extent not already included in the Consolidated Net Income
      of
      such Person and its Restricted Subsidiaries, notwithstanding anything to the
      contrary in the foregoing, Consolidated Net Income shall include the amount
      of
      proceeds received from business interruption insurance and reimbursements of
      any
      expenses and charges that are covered by indemnification or other reimbursement
      provisions in connection with any Permitted Investment or any sale, conveyance,
      transfer or other disposition of assets permitted under this
      Indenture.

     

    Notwithstanding
      the foregoing, for the purpose of Section 4.07 hereof only (other than clause
      (3)(D) of Section 4.07(a) hereof), there shall be excluded from Consolidated
      Net
      Income any income arising from any sale or other disposition of Restricted
      Investments made by the Company and the Restricted Subsidiaries, any repurchases
      and redemptions of Restricted Investments from the Company and the Restricted
      Subsidiaries, any repayments of loans and advances which constitute Restricted
      Investments by the Company or any Restricted Subsidiary, any sale of the stock
      of an Unrestricted Subsidiary or any distribution or dividend from an
      Unrestricted Subsidiary, in each case only to the extent such amounts increase
      the amount of Restricted Payments permitted under clause (3)(D) of Section
      4.07(a) hereof.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    “Consolidated
      Total Indebtedness” means, as at any date of determination, an amount equal
      to (1) the aggregate amount of all outstanding Indebtedness of the Company
      and
      the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness
      for borrowed money, debt obligations evidenced by bonds, notes, debentures
      or
      similar instruments, letters of credit or bankers’ acceptances (only to the
      extent of any unreimbursed drawings under letters of credit or bankers’
acceptances) and Obligations in respect of Capitalized Lease Obligations, plus
      (2) the aggregate amount of all outstanding Disqualified Stock of the Company
      and all Disqualified Stock and Preferred Stock of its Restricted Subsidiaries
      on
      a consolidated basis, with the amount of such Disqualified Stock and Preferred
      Stock equal to the greater of their respective voluntary or involuntary
      liquidation preferences and maximum fixed repurchase prices, in each case on
      a
      consolidated basis in accordance with GAAP and less (3) the aggregate amount
      of
      all cash and Cash Equivalents (in each case, free and clear of all Liens, other
      than nonconsensual Liens permitted under Section 4.12 hereof and Liens permitted
      under clause (23), clause (25) and subclauses (a) and (b) of clause (26) of
      the
      definition of Permitted Liens, included in the cash and cash equivalents
      accounts listed on the consolidated balance sheet of the Company, the Issuers
      and the Restricted Subsidiaries as of such date.  For purposes hereof,
      the “maximum fixed repurchase price” of any Disqualified Stock or Preferred
      Stock that does not have a fixed repurchase price shall be calculated in
      accordance with the terms of such Disqualified Stock or Preferred Stock as
      if
      such Disqualified Stock or Preferred Stock were purchased on any date on which
      Consolidated Total Indebtedness shall be required to be determined, and if
      such
      price is based upon, or measured by, the fair market value of such Disqualified
      Stock or Preferred Stock, such fair market value shall be determined reasonably
      and in good faith by the Issuers; provided that, for the avoidance of
      doubt, Consolidated Total Indebtedness shall not include Indebtedness in respect
      of any Qualified Securitization Facility (except to the extent it would
      constitute indebtedness on the consolidated balance sheet of the Company) or
      Hedging Obligations.

     

    “Contingent
      Obligations” means, with respect to any Person, any obligation of such
      Person guaranteeing any leases, dividends or other obligations that do not
      constitute Indebtedness (“primary obligations”) of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly,
      including, without limitation, any obligation of such Person, whether or not
      contingent,

     

    (1)           to
      purchase any such primary obligation or any property constituting direct or
      indirect security therefor;

     

    (2)           to
      advance or supply funds

     

    (a)           for
      the purchase or payment of any such primary obligation, or

     

    (b)           to
      maintain working capital or equity capital of the primary obligor or otherwise
      to maintain the net worth or solvency of the primary obligor; or

     

    
      
        
        

      

      
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    (3)           to
      purchase property, securities or services primarily for the purpose of assuring
      the owner of any such primary obligation of the ability of the primary obligor
      to make payment of such primary obligation against loss in respect
      thereof.

     

    “Controlled
      Investment Affiliate” means, as to any Person, any other Person, other than
      any Investor, which directly or indirectly is in control of, is controlled
      by,
      or is under common control with such Person and is organized by such Person
      (or
      any Person controlling such Person) primarily for making direct or indirect
      equity or debt investments in the Company and/or other companies.

     

    “Corporate
      Trust Office of the Trustee” shall be at the address of the Trustee
      specified in Section 12.02 hereof or such other address as to which the Trustee
      may give notice to the Holders and the Issuers.

     

    “Credit
      Facilities” means, with respect to the Company or any Restricted Subsidiary,
      one or more debt facilities, including the Senior Secured Credit Facilities,
      the
      Senior Interim Facility or other financing arrangements (including, without
      limitation, commercial paper facilities or indentures) providing for revolving
      credit loans, term loans, letters of credit or other long-term indebtedness,
      including any notes, mortgages, guarantees, collateral documents, instruments
      and agreements executed in connection therewith, and any amendments,
      supplements, modifications, extensions, renewals, restatements or refundings
      thereof and any indentures or credit facilities or commercial paper facilities
      that replace, refund or refinance any part of the loans, notes, other credit
      facilities or commitments thereunder, including any such replacement, refunding
      or refinancing facility or indenture that increases the amount permitted to
      be
      borrowed thereunder or alters the maturity thereof (provided that such
      increase in borrowings is permitted under Section 4.09 hereof) or adds
      Restricted Subsidiaries as additional borrowers or guarantors thereunder and
      whether by the same or any other agent, lender or group of lenders.

     

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

     

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

     

    “Definitive
      Note” means a certificated Note registered in the name of the Holder thereof
      and issued in accordance with Section 2.06(c) hereof, substantially in the
      form
      of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, except
      that such Note shall not bear the Global Note Legend and shall not have the
      “Schedule of Exchanges of Interests in the Global Note” attached
      thereto.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    “Designated
      Non-cash Consideration” means the fair market value of non-cash
      consideration received by the Company or a Restricted Subsidiary in connection
      with an Asset Sale that is so designated as Designated Non-cash Consideration
      pursuant to an Officer’s Certificate, setting forth the basis of such valuation,
      executed by the principal financial officer of the Company, less the amount
      of
      Cash Equivalents received in connection with a subsequent sale of or collection
      on such Designated Non-cash Consideration.

     

    “Designated
      Preferred Stock” means Preferred Stock of the Company or any parent company
      thereof (in each case other than Disqualified Stock) that is issued for cash
      (other than to a Restricted Subsidiary or an employee stock ownership plan
      or
      trust established by the Company or any of its Subsidiaries) and is so
      designated as Designated Preferred Stock, pursuant to an Officer’s Certificate
      executed by the principal financial officer of the Company or the applicable
      parent company thereof, as the case may be, on the issuance date thereof, the
      cash proceeds of which are excluded from the calculation set forth in clause
      (3)
      of Section 4.07(a) hereof.

     

    “Disqualified
      Stock” means, with respect to any Person, any Capital Stock of such Person
      which, by its terms, or by the terms of any security into which it is
      convertible or for which it is putable or exchangeable, or upon the happening
      of
      any event, matures or is mandatorily redeemable (other than solely as a result
      of a change of control or asset sale) pursuant to a sinking fund obligation
      or
      otherwise, or is redeemable at the option of the holder thereof (other than
      solely as a result of a change of control or asset sale), in whole or in part,
      in each case prior to the date that is 91 days after the earlier of the maturity
      date of the Notes and the date on which the Notes are no longer outstanding;
      provided that, if such Capital Stock is issued to any plan for the
      benefit of employees of the Company or any of its Subsidiaries or by any such
      plan to such employees, such Capital Stock shall not constitute Disqualified
      Stock solely because it may be required to be repurchased by the Company or
      such
      Subsidiary in order to satisfy applicable statutory or regulatory obligations;
      provided, further, that any Capital Stock held by any current or
      former employee, director, officer or consultant (or their respective Controlled
      Investment Affiliates or Immediate Family Members) pursuant to any stock
      subscription or shareholders’ agreement, management equity plan or stock option
      plan or any other management or employee benefit plan or agreement shall not
      constitute Disqualified Stock solely because it may be required to be
      repurchased by the Company or its Subsidiaries.

     

    “EBITDA”
      means, with respect to any Person for any period, the Consolidated Net Income
      of
      such Person for such period

     

    (1)           increased
      (without duplication) by the following, in each case to the extent deducted
      (and
      not added back) in determining Consolidated Net Income for such
      period:

     

    (a)           provision
      for taxes based on income or profits or capital, including, without limitation,
      state, franchise and similar taxes, foreign withholding taxes (including any
      future taxes or other levies which replace or are intended to be in lieu of
      such
      taxes and any penalties and interest related to such taxes or arising from
      tax
      examinations) and the net tax expense associated with any
      adjustments

     

    
      
        
        

      

      
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    made
      pursuant to clauses (1) through (15) of the definition of “Consolidated Net
      Income”; plus

     

    (b)           Fixed
      Charges of such Person for such period (including (x) net losses on Hedging
      Obligations or other derivative instruments entered into for the purpose of
      hedging interest rate risk, (y) bank fees and (z) costs of surety bonds in
      connection with financing activities, plus amounts excluded from Consolidated
      Interest Expense as set forth in clauses (1)(t) through (z) in the definition
      thereof); plus

     

    (c)           Consolidated
      Depreciation and Amortization Expense of such Person for such period;
plus

     

    (d)           the
      amount of any restructuring charge or reserve deducted (and not added back)
      in
      such period in computing Consolidated Net Income, including any costs incurred
      in connection with acquisitions after the Closing Date, costs related to the
      closure and/or consolidation of facilities; plus

     

    (e)           any
      fees, expenses or charges (other than depreciation or amortization expense)
      related to any Equity Offering, Permitted Investment, acquisition, disposition,
      recapitalization or the incurrence of Indebtedness permitted to be incurred
      by
      such Person and its Restricted Subsidiaries, by this Indenture (including a
      refinancing transaction or amendment or other modification of any debt
      instrument) (whether or not successful), including (i) such fees, expenses
      or
      charges related to the offering of the Notes and the Senior Interim Facility,
      (ii) any amendment or other modification of the Notes, (iii) any such
      transaction consummated prior to the Closing Date and any such transaction
      undertaken but not completed and (iv) any charges or non-recurring merger costs
      as a result of any such transaction, in each case, deducted (and not added
      back)
      in computing Consolidated Net Income; plus

     

    (f)           any
      other non-cash charges, including any write-offs or write-downs reducing
      Consolidated Net Income for such period (provided that if any such
      non-cash charges represent an accrual or reserve for potential cash items in
      any
      future period, the cash payment in respect thereof in such future period shall
      be subtracted from EBITDA to such extent, and excluding amortization of a
      prepaid cash item that was paid in a prior period); plus

     

    (g)           the
      amount of any minority interest expense consisting of Subsidiary income
      attributable to minority equity interests of third parties in any
      non-Wholly-Owned Subsidiary, deducted (and not added back) in computing
      Consolidated Net Income; plus

     

    (h)           the
      amount of management, monitoring, consulting and advisory fees (including
      termination fees) and related indemnities and expenses paid or 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    accrued
      in such period under the Management Fee Agreement or otherwise to the Investors
      to the extent otherwise permitted under Section 4.11 hereof;
plus

     

    (i)           the
      amount of “run-rate” cost savings projected by the Company in good faith to
      result from actions either taken or expected to be taken within 12 months after
      the end of such period (which cost savings shall be subject only to
      certification by management of the Company and calculated on a pro forma
      basis as though such cost savings had been realized on the first day of such
      period), net of the amount of actual benefits realized from such actions (it
      is
      understood and agreed that “run-rate” means the full recurring benefit that is
      associated with any action taken or expected to be taken); provided that
      (w) such cost savings and enhancements are reasonably identifiable and factually
      supportable, (x) no cost savings shall be added pursuant to this clause (i)
      to
      the extent duplicative of any expenses or charges related to such cost savings
      that are included in clause (d) above with respect to such period, (y) some
      portion of such benefit is expected to be realized within 12 months of taking
      such action, and (z) the aggregate amount of cost savings added pursuant to
      this
      clause (i) shall not exceed $150.0 million for any consecutive four-quarter
      period; plus

     

    (j)           the
      amount of loss on sale of receivables, Securitization Assets and related assets
      to the Securitization Subsidiary in connection with a Qualified Securitization
      Facility; plus

     

    (k)           any
      costs or expense incurred by the Company or a Restricted Subsidiary pursuant
      to
      any management equity plan or stock option plan or any other management or
      employee benefit plan, agreement or any stock subscription or shareholder
      agreement or any distributor equity plan or agreement, to the extent that such
      cost or expenses are funded with cash proceeds contributed to the capital of
      the
      Company or net cash proceeds of an issuance of Equity Interests of the Issuers
      (other than Disqualified Stock) solely to the extent that such net cash proceeds
      are excluded from the calculation set forth in clause (3) of Section 4.07(a)
      hereof; plus

     

    (l)           cash
      receipts (or any netting arrangements resulting in reduced cash expenditures)
      not representing EBITDA or Consolidated Net Income in any period to the extent
      that non-cash gains relating to such income were deducted in the calculation
      of
      EBITDA pursuant to clause (2) below for any previous period and not added back;
      plus

     

    (m)           Expenses
      Related to an Unplanned Network Outage in an aggregate amount not to exceed
      $100.0 million in any fiscal year net of the proceeds of any business
      interruption insurance;

     

    (2)           decreased
      (without duplication) by the following, in each case to the extent included
      in
      determining Consolidated Net Income for such period:

     

    
      
        
        

      

      
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    (a)           any
      non-cash gains increasing Consolidated Net Income for such period, excluding
      (A)
      any non-cash gains to the extent that they represent the reversal of an accrual
      or reserve for a potential cash item that reduced EBITDA in any prior period
      and
      (B) any non-cash gains with respect to cash actually received in a prior period
      unless such cash did not increase EBITDA in such prior period; plus

     

    (b)           any
      non-cash gains with respect to cash actually received in a prior period unless
      such cash did not increase EBITDA in such prior period; plus

     

    (c)           the
      amount of any minority interest income consisting of Subsidiary losses
      attributable to minority equity interests of third parties in any
      non-Wholly-Owned Subsidiary to the extent such minority interest income is
      included in Consolidated Net Income.

     

    “EMU”
      means economic and monetary union as contemplated in the Treaty on European
      Union.

     

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

     

    “Equity
      Offering” means any public or private sale of common stock or Preferred
      Stock of the Company or any of its direct or indirect parent companies
      (excluding Disqualified Stock), other than:

     

    (1)           public
      offerings with respect to the Company’s or any direct or indirect parent
      company’s common stock registered on Form S-4 or Form S-8;

     

    (2)           issuances
      to any Subsidiary of the Company; and

     

    (3)           any
      such public or private sale that constitutes an Excluded
      Contribution.

     

    “euro”
      means the single currency of participating member states of the
      EMU.

     

    “Euroclear”
      means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its
      successors.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules
      and regulations of the SEC promulgated thereunder.

     

    “Exchange
      Notes” means the Cash-Pay Notes and/or Toggle Notes, as the case may be,
      issued in an Exchange Offer pursuant to Section 2.06(f) hereof.

     

    “Exchange
      Offer” as defined in the applicable Registration Rights Agreement as
“Exchange Offer.”

     

    
      
        
        

      

      
        
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    “Exchange
      Offer Registration Statement” as defined in the applicable Registration
      Rights Agreement as “Exchange Offer Registration Statement.”

     

    “Excluded
      Contribution” means net cash proceeds, marketable securities or Qualified
      Proceeds received by the Issuers from

     

    (1)           contributions
      to its common equity capital; and

     

    (2)           the
      sale (other than to a Subsidiary of the Company or to any management equity
      plan
      or stock option plan or any other management or employee benefit plan or
      agreement or any distributor equity plan or agreement of the Company) of Capital
      Stock (other than Disqualified Stock and Designated Preferred Stock) of the
      Company;

     

    in
      each
      case designated as Excluded Contributions pursuant to an Officer’s Certificate
      executed by the principal financial officer of the Company on the date on which
      such capital contributions are made or the date on which such Equity Interests
      are sold, as the case may be, which are excluded from the calculation set forth
      in clause (3) of Section 4.07(a) hereof.

     

    “Existing
      Retained Indebtedness” means the Indebtedness of the Company and its
      Subsidiaries with respect to (i) the 7.00% notes due July 1, 2012, the 6.50%
      notes due November 1, 2013, the 7.00% notes due March 15, 2016, the 6.80% notes
      due May 1, 2029 and the 7.875% notes due July 1, 2032, in each case issued
      pursuant to an indenture dated as of January 1, 1987, as supplemented from
      time
      to time to the Closing Date, (ii) the Western Wireless Notes, (iii) the
      Promissory Note due 2012, dated as of July 31, 1980, issued by the Company
      (as
      successor in interest to Allied Telephone Company) to Snowden Disney and (iv)
      any Indebtedness of such Person that constitutes a refinancing, refunding,
      extension, renewal or replacement (or successive refinancing, refunding,
      extensions, renewals or replacements) of the Indebtedness specified in clauses
      (i), (ii) and (iii).

     

    “Expenses
      Related to an Unplanned Network Outage” means any expenses or other charges
      incurred by the Company or any Restricted Subsidiary within the first 12 months
      following any unplanned outage or shutdown of any Network or a portion thereof
      caused by natural disaster or otherwise, including (a) any expenses or charges
      relating to restarting any such Network or any portion thereof so that it may
      be
      placed back in service after such outage or shut-down, (b) roaming charges
      and
      other expenses incurred in connection with the purchases of network services
      provided by other wireless telecommunications companies to meet commitments
      to
      the subscribers of information and/or telecommunications services provided
      by
      the Company or any Restricted Subsidiary that would have been met in the period
      of such outage or shut-down, or expenses or other charges otherwise incurred
      to
      compensate such subscribers for such loss of services, in each case of the
      foregoing net of the expenses not in fact incurred (including electricity and
      other operating costs) that would have been incurred absent such outage or
      shut-down, and (c) any expenses or charges relating to starting-up, operating,
      maintaining and shutting-down of any other Network or a portion thereof that
      would not otherwise have been operating absent such outage or shut-down in
      order
      to meet commitments to the subscribers of information and/or telecommunications
      services provided by the Company or

     

    
      
        
        

      

      
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    any
      Restricted Subsidiary that would have been met in the period of such outage
      or
      shut-down, including the electricity or other operating expenses to the extent
      in excess of the expenses not in fact incurred (including electricity and other
      operating costs) that would have been incurred absent such outage or
      shut-down.

     

    “fair
      market value” means, with respect to any asset or liability, the fair market
      value of such asset or liability as determined by the Company in good
      faith.

     

    “FCC”
      means Federal Communications Commission, or any Governmental Authority
      succeeding to any of its principal functions.

     

    “FCC
      700 MHz Auction” means the auction of wireless licenses in the 698-806 MHz
      band designated by the Federal Communications Commission as Auction 73 by Public
      Notice DA 07-3415 released August 17, 2007.

     

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

     

    (1)           Consolidated
      Interest Expense of such Person for such period;

     

    (2)           all
      cash dividends or other distributions paid (excluding items eliminated in
      consolidation) on any series of Preferred Stock during such period;
      and

     

    (3)           all
      cash dividends or other distributions paid (excluding items eliminated in
      consolidation) on any series of Disqualified Stock during such
      period.

     

    “Foreign
      Subsidiary” means, with respect to any Person, any Restricted Subsidiary of
      such Person that is not organized or existing under the laws of the United
      States, any state thereof, the District of Columbia, or any territory thereof
      and any Restricted Subsidiary of such Foreign Subsidiary.

     

    “Foreign
      Subsidiary Total Assets” means the total assets of the Foreign Subsidiaries,
      as determined in accordance with GAAP in good faith by the Issuers, without
      inter-company eliminations.

     

    “GAAP”
      means generally accepted accounting principles in the United States of America
      which are in effect on the Closing Date.

     

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

     

    “Global
      Notes” means, individually and collectively, each of the Restricted Global
      Notes and the Unrestricted Global Notes, substantially in the form of Exhibit
      A-1 or Exhibit A-2 hereto, as the case may be, issued in accordance
      with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    “Government
      Securities” means securities that are:

     

    (1)           direct
      obligations of the United States of America for the timely payment of which
      its
      full faith and credit is pledged; or

     

    (2)           obligations
      of a Person controlled or supervised by and acting as an agency or
      instrumentality of the United States of America the timely 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 issuers 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 Government Securities or a specific payment
      of principal of or interest on any such Government Securities 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
      Government Securities or the specific payment of principal of or interest on
      the
      Government Securities evidenced by such depository receipt.

     

    “GS
      Funds Registration Rights Agreement” means the registration rights agreement
      related to the Initial Toggle Notes, dated as of the Issue Date, among the
      Issuers, the Guarantors, GSMP V Onshore US, Ltd, GSMP V Offshore US, Ltd. and
      GSMP V Institutional US, Ltd.

     

    “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 letters of credit and reimbursement agreements in respect
      thereof), of all or any part of any Indebtedness or other
      obligations.

     

    “Guarantee”
      means the guarantee by any Guarantor of the Issuers’ Obligations under this
      Indenture and the Notes.

     

    “Guarantor”
      means each of the Company and its Subsidiaries (other than the Issuers) that
      guarantees the Notes in accordance with the terms of this
      Indenture.

     

    “Hedging
      Obligations” means, with respect to any Person, the obligations of such
      Person under any interest rate swap agreement, interest rate cap agreement,
      interest rate collar agreement, commodity swap agreement, commodity cap
      agreement, commodity collar agreement, foreign exchange contract, currency
      swap
      agreement or similar agreement providing for the transfer or mitigation of
      interest rate or currency risks either generally or under specific
      contingencies.

     

    “Holder”
      means the Person in whose name a Note is registered on the Registrar’s
      books.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    “Immediate
      Family Members” means with respect to any individual, such individual’s
      child, stepchild, grandchild or more remote descendant, parent, stepparent,
      grandparent, spouse, former spouse, qualified domestic partner, sibling,
      mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive
      relationships) and any trust, partnership or other bona fide estate-planning
      vehicle the only beneficiaries of which are any of the foregoing individuals
      or
      any private foundation or fund that is controlled by any if the foregoing
      individuals or any donor-advised fund of which any such individual is the
      donor.

     

    “Indebtedness”
      means, with respect to any Person, without duplication:

     

    (1)           any
      indebtedness (including principal and premium) of such Person, whether or not
      contingent:

     

    (a)           in
      respect of borrowed money;

     

    (b)           evidenced
      by bonds, notes, debentures or similar instruments or letters of credit or
      bankers’ acceptances (or, without duplication, reimbursement agreements in
      respect thereof);

     

    (c)           representing
      the balance deferred and unpaid of the purchase price of any property (including
      Capitalized Lease Obligations) due more than twelve months after such property
      is acquired, except (i) any such balance that constitutes an obligation in
      respect of a commercial letter of credit, a trade payable or similar obligation
      to a trade creditor, in each case accrued in the ordinary course of business
      and
      (ii) any earn-out obligations until such obligation becomes a liability on
      the
      balance sheet of such Person in accordance with GAAP and if not paid after
      becoming due and payable;

     

    (d)           representing
      the net obligations under any Hedging Obligations; or

     

    (e)           during
      a Suspension Period only, obligations of the lessee for rental payments in
      respect of Sale and Lease-back Transactions in an amount equal to the present
      value of such obligations during the remaining term of the lease using a
      discount rate equal to the rate of interest implicit in such transaction
      determined in accordance with GAAP;

     

    if
      and to
      the extent that any of the foregoing Indebtedness (other than letters of credit
      and Hedging Obligations) would appear as a liability upon a balance sheet
      (excluding the footnotes thereto) of such person prepared in accordance with
      GAAP; provided that Indebtedness of any direct or indirect parent of the
      Company appearing upon the balance sheet of the Company solely by reason of
      push-down accounting under GAAP shall be excluded;

     

    (2)           to
      the extent not otherwise included, any obligation by such Person to be liable
      for, or to pay, as obligor, guarantor or otherwise, on the obligations of the
      type

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    referred
      to in clause (1) of a third Person (whether or not such items would appear
      upon
      the balance sheet of the such obligor or guarantor), other than by endorsement
      of negotiable instruments for collection in the ordinary course of business;
      and

     

    (3)           to
      the extent not otherwise included, the obligations of the type referred to
      in
      clause (1) of a third Person secured by a Lien on any asset owned by such first
      Person, whether or not such Indebtedness is assumed by such first Person;
provided that notwithstanding the foregoing, Indebtedness shall be deemed
      not to include (a) Contingent Obligations incurred in the ordinary course of
      business or (b) obligations under or in respect of any Qualified Securitization
      Facility (except to the extent it would constitute indebtedness on the
      consolidated balance sheet of the Company).

     

    “Indenture”
      means this Senior Notes Indenture as originally executed and as may be amended
      from time to time or supplemented by one or more supplemental
      indentures.

     

    “Independent
      Financial Advisor” means an accounting, appraisal, investment banking firm
      or consultant to Persons engaged in Similar Businesses of nationally recognized
      standing that is, in the good faith judgment of the Company, qualified to
      perform the task for which it has been engaged.

     

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

     

    “Initial
      Purchasers” means Citigroup Global Markets Inc., Goldman, Sachs & Co.,
      Barclays Capital Inc. and Greenwich Capital Markets, Inc.

     

    “Initial
      Toggle Notes” has the meaning set forth in the recitals hereto.

     

    “Interest
      Payment Date” means (1) with respect to any Initial Toggle Notes or any
      Exchange Notes issued in exchange therefor, December 1 and June 1 of each year
      to stated maturity and (2) with respect to any other Notes, the dates provided
      in the supplemental indenture hereto relating to the issuance of such
      Notes.  If an Interest Payment Date is not a Business Day, payment
      shall be made on the next succeeding Business Day and no interest shall accrue
      for the intervening period.

     

    “Investment
      Grade Rating” means a rating equal to or higher than Baa3 (or the
      equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent
      rating by any other Rating Agency.

     

    “Investment
      Grade Securities” means:

     

    (1)           securities
      issued or directly and fully guaranteed or insured by the United States
      government or any agency or instrumentality thereof (other than Cash
      Equivalents);

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    (2)           debt
      securities or debt instruments with an Investment Grade Rating, but excluding
      any debt securities or instruments constituting loans or advances among the
      Issuers and their respective Subsidiaries;

     

    (3)           investments
      in any fund that invests exclusively in investments of the type described in
      clauses (1) and (2) which fund may also hold immaterial amounts of cash pending
      investment or distribution; and

     

    (4)           corresponding
      instruments in countries other than the United States customarily utilized
      for
      high quality investments.

     

    “Investments”
      means, with respect to any Person, all investments by such Person in other
      Persons (including Affiliates) in the form of loans (including guarantees),
      advances or capital contributions (excluding accounts receivable, trade credit,
      advances to customers and distributors, commission, travel and similar advances
      to employees, directors, officers and consultants in each case made in the
      ordinary course of business), purchases or other acquisitions for consideration
      of Indebtedness, Equity Interests or other securities issued by any other Person
      and investments that are required by GAAP to be classified on the balance sheet
      (excluding the footnotes) of the Company in the same manner as the other
      investments included in this definition to the extent such transactions involve
      the transfer of cash or other property.  For purposes of the
      definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

     

    (1)           “Investments”
      shall include the portion (proportionate to the Company’s equity interest in
      such Subsidiary) of the fair market value of the net assets of a Subsidiary
      of
      the Company at the time when such Subsidiary is designated an Unrestricted
      Subsidiary; provided that upon a redesignation of such Subsidiary as a
      Restricted Subsidiary, the Company shall be deemed to continue to have a
      permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
      equal to:

     

    (a)           the
      Company’s “Investment” in such Subsidiary at the time of such redesignation;
      less

     

    (b)           the
      portion (proportionate to the Company’s Equity Interest in such Subsidiary) of
      the fair market value of the net assets of such Subsidiary at the time of such
      redesignation; and

     

    (2)           any
      property transferred to or from an Unrestricted Subsidiary shall be valued
      at
      its fair market value at the time of such transfer.

     

    The
      amount of any Investment outstanding at any time shall be the original cost
      of
      such Investment, reduced by any dividend, distribution, interest payment, return
      of capital, repayment or other amount received in cash by the Company or a
      Restricted Subsidiary in respect of such Investment.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    “Investors”
      means GS Capital Partners VI Fund, L.P. and TPG Partners V, L.P., and, if
      applicable, each of their respective Affiliates and funds or partnerships
      managed by any of them or their respective Affiliates but not including,
      however, any portfolio companies of any of the foregoing.

     

    “Issue
      Date” means December 3, 2007.

     

    “Issuers”
      has the meaning set forth in the recitals hereto.

     

    “Issuers’
      Order” means a written request or order signed on behalf of the Issuers by
      an Officer of each of the Issuers, who must be the principal executive officer,
      the principal financial officer, the treasurer or the principal accounting
      officer of the applicable Issuer, and delivered to the Trustee.

     

    “Letter
      of Transmittal” means the letter of transmittal to be prepared by the
      Issuers and sent to all Holders for use by such Holders in connection with
      an
      Exchange Offer.

     

    “Lien”
      means, with respect to any asset, any mortgage, lien (statutory or otherwise),
      pledge, hypothecation, charge, security interest, preference, priority or
      encumbrance of any kind in respect of such asset, whether or not filed, recorded
      or otherwise perfected under applicable law, including any conditional sale
      or
      other title retention agreement, any lease in the nature thereof, any option
      or
      other agreement to sell or give a security interest in and any filing of or
      agreement to give any financing statement under the Uniform Commercial Code
      (or
      equivalent statutes) of any jurisdiction; provided that in no event shall
      an operating lease be deemed to constitute a Lien.

     

    “Management
      Fee Agreement” means the management agreement between certain of the
      management companies associated with the Investors or their advisors, if
      applicable, and the Company.

     

    “Management
      Stockholders” means the members of management (and their Controlled
      Investment Affiliates and Immediate Family Members) of the Company (or its
      direct parent or any of its Subsidiaries) who are holders of Equity Interests
      of
      the Issuers or any of their direct or indirect parent companies on the Closing
      Date or will become holders of such Equity Interests in connection with the
      Transactions.

     

    “Moody’s”
      means Moody’s Investors Service, Inc. and any successor to its rating agency
      business.

     

    “Net
      Income” means, with respect to any Person, the net income (loss) of such
      Person, determined in accordance with GAAP and before any reduction in respect
      of Preferred Stock dividends.

     

    “Net
      Proceeds” means the aggregate cash proceeds received by the Company or any
      Restricted Subsidiary in respect of any Asset Sale, including any cash received
      upon the sale

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    or
      other
      disposition of any Designated Non-cash Consideration received in any Asset
      Sale,
      net of the direct costs relating to such Asset Sale and the sale or disposition
      of such Designated Non-cash Consideration, including legal, accounting and
      investment banking fees, payments made in order to obtain a necessary consent
      or
      required by applicable law, and brokerage and sales commissions, any relocation
      expenses incurred as a result thereof, other fees and expenses, including title
      and recordation expenses, taxes paid or payable as a result thereof (after
      taking into account any available tax credits or deductions and any tax sharing
      arrangements), amounts required to be applied to the repayment of principal,
      premium, if any, and interest on unsubordinated indebtedness required (other
      than required by clause (1) of Section 4.10(b) hereof) to be paid as a result
      of
      such transaction and any deduction of appropriate amounts to be provided by
      the
      Company or any Restricted Subsidiary as a reserve in accordance with GAAP
      against any liabilities associated with the asset disposed of in such
      transaction and retained by the Company or any Restricted Subsidiary after
      such
      sale or other disposition thereof, including pension and other post-employment
      benefit liabilities and liabilities related to environmental matters or against
      any indemnification obligations associated with such transaction.

     

    “Non-U.S.
      Person” means a Person who is not a U.S. Person.

     

    “Notes”
      means the Cash-Pay Notes and the Toggle Notes and more particularly means any
      Note authenticated and delivered under this Indenture.  The Cash-Pay
      Notes and Toggle Notes (including, in each case, any Exchange Notes) are
      separate series of Notes, but shall be treated as a single class for all
      purposes under this Indenture, except as set forth herein.  For
      purposes of this Indenture, all references to Notes to be issued or
      authenticated upon transfer, replacement or exchange shall be deemed to refer
      to
      Notes of the applicable series.  For purposes of this Indenture, all
      references to “principal amount” of the Notes shall include any PIK Notes issued
      in respect thereof (and any increase in the principal amount thereof) as a
      result of a PIK Payment.

     

    “Obligations”
      means any principal, interest (including any interest accruing on or subsequent
      to the filing of a petition in bankruptcy, reorganization or similar proceeding
      at the rate provided for in the documentation with respect thereto, whether
      or
      not such interest is an allowed claim under applicable state, federal or foreign
      law), premium, penalties, fees, indemnifications, reimbursements (including
      reimbursement obligations with respect to letters of credit and banker’s
      acceptances), damages and other liabilities, and guarantees of payment of such
      principal, interest, penalties, fees, indemnifications, reimbursements, damages
      and other liabilities, payable under the documentation governing any
      Indebtedness.

     

    “Offering
      Memorandum” means the confidential offering memorandum, dated
      November 16, 2007, relating to the sale of the Initial Toggle
      Notes.

     

    “Officer”
      means the Chairman of the board of directors, the Chief Executive Officer,
      the
      President, any Executive Vice President, Senior Vice President or Vice
      President, the Treasurer or the Secretary of the Company or the
      Issuers.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    “Officer’s
      Certificate” means a certificate signed on behalf of a Person by an Officer
      of such Person, who must be the principal executive officer, the principal
      financial officer, the treasurer or the principal accounting officer of such
      Person, that meets the requirements set forth in this Indenture.

     

    “Opinion
      of Counsel” means a written opinion from legal counsel who is acceptable to
      the Trustee.  The counsel may be an employee of or counsel to the
      Company, the Issuers or the Trustee.

     

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

     

    “Permitted
      Asset Swap” means the substantially concurrent purchase and sale or exchange
      of Related Business Assets or a combination of Related Business Assets and
      cash
      or Cash Equivalents between the Company or any Restricted Subsidiary and another
      Person; provided that any cash or Cash Equivalents received must be
      applied in accordance with Section 4.10 hereof.

     

    “Permitted
      Holders” means each of the Investors and Management Stockholders and any
      group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
      Exchange Act or any successor provision) of which any of the foregoing are
      members; provided that, in the case of such group and without giving
      effect to the existence of such group or any other group, such Investors and
      Management Stockholders, collectively, have beneficial ownership of more than
      50.0% of the total voting power of the Voting Stock of the Company or any of
      its
      direct or indirect parent companies; provided, further, that, for
      purposes of calculating the “beneficial ownership” of any group, a Management
      Stockholder shall not be attributed “beneficial ownership” of the Voting Stock
      of any unaffiliated person that is not itself a Permitted Holder. Any Person
      or
      group whose acquisition of beneficial ownership constitutes a Change of Control
      will thereafter, together with its Affiliates, constitute an additional
      Permitted Holder.

     

    “Permitted
      Investments” means:

     

    (1)           any
      Investment in the Company or any Restricted Subsidiary;

     

    (2)           any
      Investment in Cash Equivalents or Investment Grade Securities;

     

    (3)           any
      Investment by the Company or any Restricted Subsidiary in a Person that is
      engaged in a Similar Business if as a result of such Investment:

     

    (a)           such
      Person becomes a Restricted Subsidiary; or

     

    (b)           such
      Person, in one transaction or a series of related transactions, is merged or
      consolidated with or into, or transfers or conveys substantially all of its
      assets to, or is liquidated into, the Company or a Restricted Subsidiary, it
      being understood that any Investment held by such Person shall be deemed a
      Permitted 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    Investment;
      provided that such Investment was not acquired by such Person in
      contemplation of such acquisition, merger, consolidation or
      transfer;

     

    (4)           any
      Investment in securities or other assets not constituting Cash Equivalents
      or
      Investment Grade Securities and received in connection with an Asset Sale made
      pursuant to the provisions described under Section 4.10 hereof;

     

    (5)           any
      Investment existing on the Closing Date or made pursuant to binding commitments
      in effect on the Closing Date or an Investment consisting of any extension,
      modification or renewal of any Investment existing on the Closing Date;
provided that the amount of any such Investment may be increased (a) as
      required by the terms of such Investment as in existence on the Closing Date
      or
      (b) as otherwise permitted under this Indenture;

     

    (6)           any
      Investment acquired by the Company or any Restricted Subsidiary:

     

    (a)           in
      exchange for any other Investment or accounts receivable held by the Company
      or
      any such Restricted Subsidiary in connection with or as a result of a
      bankruptcy, workout, reorganization or recapitalization of the issuer of such
      other Investment or accounts receivable (including any trade creditor or
      customer); or

     

    (b)           in
      satisfaction of judgments against other Persons; or

     

    (c)           as
      a result of a foreclosure by the Company or any Restricted Subsidiary with
      respect to any secured Investment or other transfer of title with respect to
      any
      secured Investment in default;

     

    (7)           Hedging
      Obligations permitted under clause (10) of Section 4.09(b) hereof;

     

    (8)           any
      Investment in a Similar Business taken together with all other Investments
      made
      pursuant to this clause (8) that are at that time outstanding, not to exceed
      the
      greater of (a) $500.0 million and (b) 2.0% of Total Assets;

     

    (9)           Investments
      the payment for which consists of Equity Interests (other than Disqualified
      Stock) of the Company, or any of its direct or indirect parent companies;
provided that such Equity Interests will not increase the amount
      available for Restricted Payments under clause (3) of Section 4.07(a)
      hereof;

     

    (10)           guarantees
      of Indebtedness permitted under Section 4.09(b) hereof;

     

    (11)           any
      transaction to the extent that it constitutes an Investment that is permitted
      by
      and made in accordance with the provisions of Section 4.11(b) hereof (except
      transactions described in clauses (2), (5) and (9) thereof);

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    (12)           Investments
      consisting of purchases and acquisitions of inventory, supplies, material or
      equipment or the licensing or contribution of intellectual property pursuant
      to
      joint marketing arrangements with other Persons;

     

    (13)           additional
      Investments, taken together with all other Investments made pursuant to this
      clause (13) that are at that time outstanding (without giving effect to the
      sale
      of an Unrestricted Subsidiary to the extent that the proceeds of such sale
      do
      not consist of cash or marketable securities), not to exceed the greater of
      (a)
      $1,250.0 million and (b) 3.75% of Total Assets;

     

    (14)           Investments
      in or relating to a Securitization Subsidiary that, in the good faith
      determination of the Issuers are necessary or advisable to effect any Qualified
      Securitization Facility or any repurchase obligation in connection
      therewith;

     

    (15)           advances
      to, or guarantees of Indebtedness of, employees not in excess of $25.0 million
      outstanding at any one time, in the aggregate;

     

    (16)           loans
      and advances to employees, directors and officers for business-related travel
      expenses, moving expenses and other similar expenses, in each case incurred
      in
      the ordinary course of business or consistent with past practices or to fund
      such Person’s purchase of Equity Interests of the Issuers or any direct or
      indirect parent company thereof;

     

    (17)           advances,
      loans or extensions of trade credit in the ordinary course of business by the
      Company or any Restricted Subsidiary;

     

    (18)           any
      Investment in any Subsidiary or any joint venture in connection with
      intercompany cash management arrangements or related activities arising in
      the
      ordinary course of business;

     

    (19)           Investments
      consisting of purchases and acquisitions of assets or services in the ordinary
      course of business;

     

    (20)           Investments
      made in the ordinary course of business in connection with obtaining,
      maintaining or renewing client contacts and loans or advances made to
      distributors in the ordinary course of business;

     

    (21)           Investments
      in prepaid expenses, negotiable instruments held for collection and lease,
      utility and workers compensation, performance and similar deposits entered
      into
      as a result of the operations of the business in the ordinary course of
      business;

     

    (22)           repurchases
      of the Notes; and

     

    (23)           any
      purchase or other acquisition of licenses and rights made in connection with
      the
      FCC 700 MHz Auction.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    “Permitted
      Liens” means, with respect to any Person:

     

    (1)           pledges
      or deposits by such Person under workmen’s compensation laws, unemployment
      insurance, old-age pensions, other social security benefits or other insurance
      related obligations (including, but not limited to, in respect of deductibles,
      self insured retention amounts and premiums and adjustments thereto) or good
      faith deposits in connection with bids, tenders, contracts (other than for
      the
      payment of Indebtedness) or leases to which such Person is a party, or deposits
      to secure public or statutory obligations of such Person or deposits of cash
      or
      U.S. government bonds to secure surety or appeal bonds to which such Person
      is a
      party, or deposits as security for contested taxes or import duties or for
      the
      payment of rent, in each case incurred in the ordinary course of
      business;

     

    (2)           Liens
      imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each
      case for sums not yet overdue for a period of more than 30 days or being
      contested in good faith by appropriate proceedings or other Liens arising out
      of
      judgments or awards against such Person with respect to which such Person shall
      then be proceeding with an appeal or other proceedings for review if adequate
      reserves with respect thereto are maintained on the books of such Person in
      accordance with GAAP;

     

    (3)           Liens
      for taxes, assessments or other governmental charges not yet overdue for a
      period of more than 30 days or not yet payable or subject to penalties for
      nonpayment or which are being contested in good faith by appropriate proceedings
      diligently conducted, if adequate reserves with respect thereto are maintained
      on the books of such Person in accordance with GAAP;

     

    (4)           Liens
      in favor of issuers of performance and surety bonds or bid bonds or with respect
      to other regulatory requirements or letters of credit issued pursuant to the
      request of and for the account of such Person in the ordinary course of its
      business;

     

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

     

    (6)           Liens
      securing Indebtedness permitted to be incurred pursuant to clause (4), (13)
      or
      (26) of Section 4.09(b) hereof; provided that (a) Liens securing
      Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred
      pursuant to clause (13) relate only to Refinancing Indebtedness that serves
      to
      refund or refinance Indebtedness, Disqualified Stock or Preferred Stock incurred
      under clause (4) of Section 4.09(b) hereof, (b) Liens securing Indebtedness
      permitted to be incurred pursuant to clause (26) extend only to the assets
      of
      Foreign Subsidiaries and (c) Liens securing Indebtedness, 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    Disqualified
      Stock or Preferred Stock to be incurred pursuant to clause (4) of Section
      4.09(b) hereof extend only to the assets so financed, purchased, constructed
      or
      improved;

     

    (7)           Liens
      existing on the Closing Date;

     

    (8)           Liens
      on property or shares of stock or other assets of a Person at the time when
      such
      Person becomes a Subsidiary; provided that such Liens are not created or
      incurred in connection with, or in contemplation of, such other Person becoming
      such a Subsidiary; provided,further, that such Liens may not
      extend to any other property or other assets owned by the Company or any
      Restricted Subsidiary;

     

    (9)           Liens
      on property or other assets at the time when the Company or a Restricted
      Subsidiary acquired the property or such other assets, including any acquisition
      by means of a merger or consolidation with or into the Company or any Restricted
      Subsidiary; provided that such Liens are not created or incurred in
      connection with, or in contemplation of, such acquisition;
provided,further, that the Liens may not extend to any other
      property owned by the Company or any Restricted Subsidiary;

     

    (10)           Liens
      securing Indebtedness or other obligations of a Restricted Subsidiary owing
      to
      the Company or another Restricted Subsidiary permitted to be incurred in
      accordance with Section 4.09 hereof;

     

    (11)           Liens
      securing Hedging Obligations; provided that, with respect to Hedging
      Obligations relating to Indebtedness, such Indebtedness is, and is permitted
      to
      be under this Indenture, secured by a Lien on the same property securing such
      Hedging Obligations;

     

    (12)           Liens
      on specific items of inventory or other goods and proceeds of any Person
      securing such Person’s obligations in respect of bankers’ acceptances issued or
      created for the account of such Person to facilitate the purchase, shipment
      or
      storage of such inventory or other goods;

     

    (13)           leases,
      subleases, licenses or sublicenses granted to others in the ordinary course
      of
      business which do not materially interfere with the ordinary conduct of the
      business of the Company or any Restricted Subsidiary and do not secure any
      Indebtedness;

     

    (14)           Liens
      arising from financing statement filings under the Uniform Commercial Code
      or
      similar state laws regarding operating leases entered into by the Company and
      the Restricted Subsidiaries in the ordinary course of business;

     

    (15)           Liens
      in favor of the Issuers, the Company or any other Guarantor;

     

    (16)           Liens
      on inventory or equipment of the Company or any Restricted Subsidiary granted
      in
      the ordinary course of business to the Company’s clients;

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    (17)           Liens
      on accounts receivable, Securitization Assets and related assets incurred in
      connection with a Qualified Securitization Facility;

     

    (18)           Liens
      to secure any refinancing, refunding, extension, renewal or replacement (or
      successive refinancing, refunding, extensions, renewals or replacements) as
      a
      whole, or in part, of any Indebtedness secured by any Lien referred to in the
      foregoing clauses (6), (7), (8) and (9); provided that (a) such new Lien
      shall be limited to all or part of the same property that secured the original
      Lien (plus improvements on such property), and (b) the Indebtedness secured
      by
      such Lien at such time is not increased to any amount greater than the sum
      of
      (i) the outstanding principal amount or, if greater, committed amount of the
      Indebtedness described under clauses (6), (7), (8) and (9) at the time when
      the
      original Lien became a Permitted Lien under this Indenture, and (ii) an amount
      necessary to pay any fees and expenses, including premiums, related to such
      refinancing, refunding, extension, renewal or replacement;

     

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

     

    (20)           additional
      Liens securing obligations in an aggregate amount at any one time outstanding
      not to exceed the greater of (a) $100.0 million and (b) 1.0% of Total Assets
      determined as of the date of incurrence;

     

    (21)           Liens
      securing judgments for the payment of money not constituting an Event of Default
      described in clause (5) of Section 6.01 hereof so long as such Liens are
      adequately bonded and any appropriate legal proceedings that may have been
      duly
      initiated for the review of such judgment have not been finally terminated
      or
      the period within which such proceedings may be initiated has not
      expired;

     

    (22)           Liens
      in favor of customs and revenue authorities arising as a matter of law to secure
      payment of customs duties in connection with the importation of goods in the
      ordinary course of business;

     

    (23)           Liens
      (a) of a collection bank arising under Section 4-210 of the Uniform Commercial
      Code on items in the course of collection, (b) attaching to commodity trading
      accounts or other commodity brokerage accounts incurred in the ordinary course
      of business, and (c) in favor of banking institutions arising as a matter of
      law
      encumbering deposits (including the right of set-off) and which are within
      the
      general parameters customary in the banking industry;

     

    (24)           Liens
      deemed to exist in connection with Investments in repurchase agreements
      permitted under Section 4.09 hereof; provided that such Liens do not
      extend to any assets other than those that are the subject of such repurchase
      agreement;

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    (25)           Liens
      encumbering reasonable customary deposits and margin deposits and similar Liens
      attaching to commodity trading accounts or other brokerage accounts incurred
      in
      the ordinary course of business and not for speculative purposes;

     

    (26)           Liens
      that are contractual rights of set-off (a) relating to the establishment of
      depository relations with banks not given in connection with the issuance of
      Indebtedness, (b) relating to pooled deposit or sweep accounts of the Company
      or
      any Restricted Subsidiary to permit satisfaction of overdraft or similar
      obligations incurred in the ordinary course of business of the Company and
      the
      Restricted Subsidiaries or (c) relating to purchase orders and other agreements
      entered into with customers of the Company or any Restricted Subsidiary in
      the
      ordinary course of business;

     

    (27)           Liens
      securing obligations owed by the Company or any Restricted Subsidiary to any
      lender under the Senior Secured Credit Facilities or any Affiliate of such
      a
      lender in respect of any overdraft and related liabilities arising from
      treasury, depository and cash management services or any automated clearing
      house transfers of funds;

     

    (28)           [Reserved];

     

    (29)           Liens
      securing Indebtedness the proceeds of which are used to develop or construct
      new
      facilities (or any improvements to existing facilities) or equipment (or any
      improvements to existing equipment) designed primarily for the purpose of air
      or
      water pollutions control; provided that such Indebtedness is permitted to
      be incurred by the terms of this Indenture and such Liens do not extend to
      any
      assets of the Company or the Restricted Subsidiaries other than the assets
      acquired or improved with the proceeds of the Indebtedness secured by such
      Lien;

     

    (30)           any
      encumbrance or restriction (including put and call arrangements) with respect
      to
      capital stock of any joint venture or similar arrangement pursuant to any joint
      venture or similar agreement;

     

    (31)           Liens
      arising out of conditional sale, title retention, consignment or similar
      arrangements for the sale or purchase of goods entered into by the Company
      or
      any Restricted Subsidiary in the ordinary course of business;

     

    (32)           Liens
      solely on any cash earnest money deposits made by the Company or any Restricted
      Subsidiary in connection with any letter of intent or purchase
      agreement;

     

    (33)           ground
      leases in respect of real property on which facilities owned or leased by the
      Company or any of its Subsidiaries are located;

     

    (34)           Liens
      on insurance policies and the proceeds thereof securing the financing of the
      premiums with respect thereto;

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    (35)           Liens
      on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or
      other
      obligations of such Unrestricted Subsidiary;

     

    (36)           Liens
      securing obligations in respect of any Sale and Lease-Back Transaction to the
      extent such Liens relate only to property, equipment or other fixed or capital
      assets that are the subject of such Sale and Lease-Back
      Transaction;

     

    (37)           Liens
      on the assets of non-guarantor Subsidiaries securing Indebtedness of the Company
      or the Restricted Subsidiaries that were permitted by the terms of this
      Indenture to be incurred; and

     

    (38)           Liens
      securing Indebtedness permitted to be incurred pursuant to clause (23) of
      Section 4.09(b) hereof.

     

    For
      purposes of this definition, the term “Indebtedness” shall be deemed to include
      interest on such Indebtedness.

     

    “Person”
      means any individual, corporation, limited liability company, partnership,
      joint
      venture, association, joint stock company, trust, unincorporated organization,
      government or any agency or political subdivision thereof or any other
      entity.

     

    “PIK
      Interest” means interest paid with respect to the Toggle Notes in the form
      of increasing the outstanding principal amount of the Toggle Notes or issuing
      PIK Notes.

     

    “PIK
      Notes” means additional Toggle Notes issued under this Indenture on the same
      terms and conditions as the Initial Toggle Notes in connection with a PIK
      Payment.  For purposes of this Indenture, all references to “PIK
      Notes” shall include the Related PIK Notes.

     

    “PIK
      Payment” means an interest payment with respect to the Toggle Notes made by
      increasing the outstanding principal amount of the Toggle Notes or issuing
      PIK
      Notes.

     

    “Preferred
      Stock” means any Equity Interest with preferential rights of payment of
      dividends or upon liquidation, dissolution, or winding up.

     

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

     

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

     

    “Qualified
      Proceeds” means the fair market value of assets that are used or useful in,
      or Capital Stock of any Person engaged in, a Similar Business.

     

    “Qualified
      Securitization Facility” means any Securitization Facility (1) constituting
      a securitization financing facility that meets the following conditions: (a)
      the
      board of directors of the Issuers shall have determined in good faith that
      such
      Securitization Facility

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    (including
      financing terms, covenants, termination events and other provisions) is in
      the
      aggregate economically fair and reasonable to the Issuers and the applicable
      Securitization Subsidiary, (b) all sales and/or contributions of Securitization
      Assets and related assets to the applicable Securitization Subsidiary are made
      at fair market value (as determined in good faith by the Issuers) and (c) the
      financing terms, covenants, termination events and other provisions thereof
      shall be market terms (as determined in good faith by the Issuers) or (2)
      constituting a receivables financing facility.

     

    “Rating
      Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall
      not make a rating on the Notes publicly available, a nationally recognized
      statistical rating agency or agencies, as the case may be, selected by the
      Company which shall be substituted for Moody’s or S&P or both, as the case
      may be.

     

    “Record
      Date” for the interest or Additional Interest, if any, payable on any
      applicable Interest Payment Date means (1) with respect to any Initial Toggle
      Note and any Exchange Note issued in exchange therefor, November 15 and May
      15
      (whether or not a Business Day) and (2) with respect to any other Note, the
      dates set forth in the supplemental indenture relating to the issuance of such
      Notes, and, in each case, immediately preceding such Interest Payment
      Date.

     

    “Registration
      Rights Agreement” means (1) the registration rights agreement related to the
      Initial Toggle Notes, dated as of the Issue Date, among the Issuers, the
      Guarantors and the Initial Purchasers, (2) the GS Funds Registration Rights
      Agreement and (3) with respect to any Additional Notes, any registration rights
      agreement among the Issuers and the other parties thereto relating to the
      registration by the Issuers of such Additional Notes under the Securities Act,
      in each case as such agreement’s may be amended, modified or supplemented from
      time to time.

     

    “Regulation
      S” means Regulation S promulgated under the Securities Act.

     

    “Regulation
      S Global Note” means a Regulation S Temporary Global Note or Regulation S
      Permanent Global Note, as applicable.

     

    “Regulation
      S Permanent Global Note” means a permanent Global Note in the form of
Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the
      Global Note Legend, the Private Placement Legend and the Tax Legend (if
      applicable) and deposited with or on behalf of, and registered in the name
      of,
      the Depositary or its nominee, issued in a denomination equal to the outstanding
      principal amount of the Regulation S Temporary Global Note of the applicable
      series upon expiration of the applicable Restricted Period.

     

    “Regulation
      S Temporary Global Note” means a temporary Global Note in the form of
Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the
      Global Note Legend, the Private Placement Legend, the Regulation S Temporary
      Global Note Legend and the Tax Legend (if applicable) and deposited with or
      on
      behalf of, and registered in the name of, the 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    Depositary
      or its nominee, issued in a denomination equal to the outstanding principal
      amount of the Notes of the applicable series initially sold in reliance on
      Rule
      903.

     

    “Regulation
      S Temporary Global Note Legend” means the legend set forth in Section
      2.06(g)(iii) hereof.

     

    “Related
      Business Assets” means assets (other than Cash Equivalents) used or useful
      in a Similar Business, provided that any assets received by the Company
      or a Restricted Subsidiary in exchange for assets transferred by the Company
      or
      a Restricted Subsidiary shall not be deemed to be Related Business Assets if
      they consist of securities of a Person, unless upon receipt of the securities
      of
      such Person, such Person would become a Restricted Subsidiary.

     

    “Related
      PIK Notes” means, with respect to Toggle Notes, (1) each PIK Note issued in
      connection with a PIK Payment on such Toggle Notes and (2) each additional
      PIK
      Note issued in connection with a PIK Payment on a Related PIK Note with respect
      to such Toggle Notes.

     

    “Responsible
      Officer” means, when used with respect to the Trustee, any officer within
      the corporate trust department of the Trustee, including any vice president,
      assistant vice president, assistant secretary, assistant treasurer, trust
      officer or any other officer of the Trustee who customarily performs functions
      similar to those performed by the Persons who at the time shall be such
      officers, respectively, or to whom any corporate trust matter is referred
      because of such Person’s knowledge of and familiarity with the particular
      subject and who shall have direct responsibility for the administration of
      this
      Indenture.

     

    “Restricted
      Definitive Note” means a Definitive Note bearing, or that is required to
      bear, the Private Placement Legend.

     

    “Restricted
      Global Note” means a Global Note bearing, or that is required to bear, the
      Private Placement Legend.

     

    “Restricted
      Investment” means an Investment other than a Permitted
      Investment.

     

    “Restricted
      Period” means, in respect of any Note issued pursuant to Regulation S, the
      40-day distribution compliance period as defined in Regulation S applicable
      to
      such Note.

     

    “Restricted
      Subsidiary” means, at any time, unless otherwise specified, each of the
      Issuers and any other direct or indirect Subsidiary of the Company that is
      not
      then an Unrestricted Subsidiary; provided that upon an Unrestricted
      Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall
      be
      included in the definition of “Restricted Subsidiary.”

     

    “Rule
      144” means Rule 144 promulgated under the Securities Act.

     

    “Rule
      144A” means Rule 144A promulgated under the Securities Act.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    “Rule
      903” means Rule 903 promulgated under the Securities Act.

     

    “Rule
      904” means Rule 904 promulgated under the Securities Act.

     

    “S&P”
      means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and
      any successor to its rating agency business.

     

    “Sale
      and Lease-Back Transaction” means any arrangement providing for the leasing
      by the Company or any Restricted Subsidiary of any real or tangible personal
      property, which property has been or is to be sold or transferred by the Company
      or such Restricted Subsidiary to a third Person in contemplation of such
      leasing.

     

    “SEC”
      means the U.S. Securities and Exchange Commission.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and
      regulations of the SEC promulgated thereunder.

     

    “Securitization
      Assets” means the accounts receivable, royalty or other revenue streams and
      other rights to payment related to the Specified Contract Rights subject to
      a
      Qualified Securitization Facility that is a securitization financing facility
      (and not a receivables financing facility) and the proceeds
      thereof.

     

    “Securitization
      Facility” means any of one or more receivables or securitization financing
      facilities as amended, supplemented, modified, extended, renewed, restated
      or
      refunded from time to time, the Obligations of which are non-recourse (except
      for customary representations, warranties, covenants and indemnities made in
      connection with such facilities) to the Issuers or any other Restricted
      Subsidiary (other than a Securitization Subsidiary) pursuant to which any of
      the
      Issuers or such Restricted Subsidiary sells or grants a security interest in
      its
      accounts receivable or Securitization Assets or assets related thereto to either
      (a) a Person that is not a Restricted Subsidiary or (b) a Securitization
      Subsidiary that in turn sells its accounts receivable to a Person that is not
      a
      Restricted Subsidiary.

     

    “Securitization
      Fees” means distributions or payments made directly or by means of discounts
      with respect to any participation interest issued or sold in connection with,
      and other fees paid to a Person that is not a Securitization Subsidiary in
      connection with, any Qualified Securitization Facility.

     

    “Securitization
      Subsidiary” means any Subsidiary formed for the purpose of, and that solely
      engages only in one or more Qualified Securitization Facilities and other
      activities reasonably related thereto.

     

    “Senior
      Interim Facility” means the interim loan agreement, dated as of the Closing
      Date by and among the Issuers, as borrower, and the Guarantors, as guarantors,
      the lenders party thereto in their capacities as lenders thereunder and Citibank
      N.A., as

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    administrative
      agent, including any guarantees, instruments and agreements executed in
      connection therewith, and any amendments, supplements, modifications or
      restatements thereof.

     

    “Senior
      Secured Credit Facilities” means the term loan facility and revolving credit
      facility under the Credit Agreement to be entered into as of the Closing Date
      by
      and among the Issuers, as borrower, the Guarantors, Citibank, N.A., as
      administrative agent, Citigroup Global Markets Inc. (“CGMI”) and Goldman
      Sachs Credit Partners L.P. (“GSCP”), as joint lead arrangers, CGMI, GSCP,
      Barclays Capital, the investment banking division of Barclays Bank PLC, and
      RBS
      Securities Corporation, as joint bookrunners, Barclays Bank PLC and The Royal
      Bank of Scotland, as co-documentation agents, and lenders party thereto from
      time to time, including any guarantees, collateral documents, instruments and
      agreements executed in connection therewith, and any amendments, supplements,
      modifications, extensions, renewals, restatements, refundings or refinancings
      thereof and any indentures or credit facilities or commercial paper facilities
      with banks or other institutional lenders or investors that replace, refund
      or
      refinance any part of the loans, notes, other credit facilities or commitments
      thereunder, including any such replacement, refunding or refinancing facility
      or
      indenture that increases the amount borrowable thereunder or alters the maturity
      thereof (provided that such increase in borrowings is permitted under
      Section 4.09 hereof).

     

    “Senior
      Secured Indebtedness” means any Consolidated Total Indebtedness that is
      secured by a Lien.

     

    “Senior
      Secured Leverage Ratio” means, as of any date of determination, the ratio of
      (x) the sum of the aggregate outstanding Senior Secured Indebtedness of the
      Company and the Restricted Subsidiaries (including the Issuers) as of such
      date
      on a consolidated basis in accordance with GAAP to (y) the aggregate amount
      of
      EBITDA for the most recent Test Period.

     

    In
      the
      event that the Company or any Restricted Subsidiary incurs, assumes, guarantees,
      redeems, retires or extinguishes any Senior Secured Indebtedness (other than
      Senior Secured Indebtedness incurred under any revolving credit facility unless
      such Indebtedness has been permanently repaid and has not been replaced)
      subsequent to the end of the last day of the Test Period but prior to or
      simultaneously with the event for which the calculation of the Senior Secured
      Leverage Ratio is made (the “Calculation Date”), then the Senior Secured
      Leverage Ratio shall be calculated giving pro forma effect to such
      incurrence, assumption, guarantee, redemption, retirement or extinguishment
      of
      such Senior Secured Indebtedness as if the same had occurred on the first day
      of
      the Test Period.

     

    For
      purposes of making the computation referred to above, Investments, acquisitions,
      dispositions, mergers, consolidations and discontinued operations (as determined
      in accordance with GAAP) that have been made by the Company or any Restricted
      Subsidiary during the Test Period or subsequent to the Test Period and on or
      prior to or simultaneously with the Calculation Date shall be calculated on
      a
pro forma basis assuming that all such Investments, acquisitions,
      dispositions, mergers, consolidations and discontinued operations (and the
      change in EBITDA resulting therefrom) had occurred on the first day of the
      Test
      Period.  If since the beginning of such period any Person that
      subsequently became a Restricted Subsidiary or was 

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    merged
      with or into the Company or any of Restricted Subsidiary since the beginning
      of
      such period shall have made any Investment, acquisition, disposition, merger,
      consolidation or discontinued operation that would have required adjustment
      pursuant to this definition, then the Senior Secured Leverage Ratio shall be
      calculated giving pro forma effect thereto for such period as if such
      Investment, acquisition, disposition, merger, consolidation or discontinued
      operation had occurred at the beginning of the Test Period.

     

    For
      purposes of this definition, whenever pro forma effect is to be given to
      a transaction, Investment, acquisition, disposition, merger or consolidation
      (including the Transactions) and the amount of income or earnings relating
      thereto, the pro forma calculations shall be made in good faith by a
      responsible financial or accounting officer of the Company (and may include
      cost
      savings and operating expense reductions resulting from such Investment,
      acquisition, merger or consolidation (including the Transaction) which is being
      given pro forma effect that have been or are expected, in good faith, to
      be realized).

     

    “Shelf
      Registration Statement” as defined in the applicable Registration Rights
      Agreement as “Shelf Registration Statement.”

     

    “Significant
      Subsidiary” means any Restricted Subsidiary that would be a “significant
      subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
      pursuant to the Securities Act, as such regulation is in effect on the Closing
      Date.

     

    “Similar
      Business” means (1) any business engaged in by the Company or any Restricted
      Subsidiary on the Closing Date, and (2) any business or other activities that
      are reasonably similar, ancillary, complementary or related to, or a reasonable
      extension, development or expansion of, the businesses in which the Company
      or
      any Restricted Subsidiary is engaged on the Closing Date.

     

    “Specified
      Contract Rights” means certain intellectual property licenses, agreements or
      other contracts giving rise to not more than $50.0 million of annual accounts
      receivable, royalty or other intellectual property revenue streams or other
      rights to payment.

     

    “Subordinated
      Indebtedness” means, with respect to the Notes,

     

    (1)           any
      Indebtedness of the Issuers which is by its terms expressly subordinated in
      right of payment to the Notes, and

     

    (2)           any
      Indebtedness of any Guarantor which is by its terms expressly subordinated
      in
      right of payment to the Guarantee of such entity of the Notes.

     

    “Subsidiary”
      means, with respect to any Person:

     

    (1)           any
      corporation, association, or other business entity (other than a partnership,
      joint venture, limited liability company or similar entity) of which more than
      50.0% of the total voting power of shares of Capital Stock entitled (without
      regard to the

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    occurrence
      of any contingency) to vote in the election of directors, managers or trustees
      thereof is at the time of determination owned or controlled, directly or
      indirectly, by such Person or one or more of the other Subsidiaries of that
      Person or a combination thereof or is consolidated under GAAP with such Person
      at such time; and

     

    (2)           any
      partnership, joint venture, limited liability company or similar entity of
      which

     

    (a)           more
      than 50.0% of the capital accounts, distribution rights, total equity and voting
      interests or general or limited partnership interests, as applicable, are owned
      or controlled, directly or indirectly, by such Person or one or more of the
      other Subsidiaries of that Person or a combination thereof whether in the form
      of membership, general, special or limited partnership or otherwise,
      and

     

    (b)           such
      Person or any Restricted Subsidiary of such Person is a controlling general
      partner or otherwise controls such entity.

     

    Unless
      otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
      Company.  For the avoidance of doubt, each of the Issuers is a
      Subsidiary of the Company as of the Closing Date.

     

    “Tax
      Legend” means the legend set forth in Section 2.06(g)(iv) hereof to be
      placed on all Toggle Notes and all Cash-Pay Notes offered with “original issue
      discount” (as defined in Section 1273(a)(1) of the Code), issued under this
      Indenture, except where otherwise permitted by the provisions of this
      Indenture.

     

    “Test
      Period” in effect at any time means the most recent period of four
      consecutive fiscal quarters of the Company ended on or prior to such time (taken
      as one accounting period) in respect of which internal financial statements
      for
      each quarter or fiscal year in such period are available.

     

    “Toggle
      Notes” means the Initial Toggle Notes, any Exchange Notes issued in exchange
      therefor, any Additional Toggle Notes and any Related PIK Notes issued in
      respect of any Toggle Notes (and any increase in the principal amount of any
      of
      the foregoing) as a result of a PIK Payment.

     

    “Total
      Assets” means the total assets of the Company and the Restricted
      Subsidiaries, determined on a consolidated basis in accordance with GAAP, as
      shown on the most recent balance sheet of the Company or such other Person
      as
      may be expressly stated.

     

    “Transaction
      Agreement” means the Agreement and Plan of Merger, dated as of May 20, 2007,
      by and among the Company, Atlantis Merger Sub, Inc. and Atlantis Holdings LLC,
      as the same may be amended prior to the Closing Date.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    “Transactions”
      means the transactions contemplated by the Transaction Agreement and borrowings
      under the Senior Secured Credit Facilities and the Senior Interim Facility
      as in
      effect on the Closing Date.

     

    “Treasury
      Rate” means, as of any date of redemption, the yield to maturity as of such
      date of redemption of United States Treasury securities with a constant maturity
      (as compiled and published in the most recent Federal Reserve Statistical
      Release H.15 (519) that has become publicly available at least two Business
      Days
      prior to such date of redemption (or, if such Statistical Release is no longer
      published, any publicly available source of similar market data)) most nearly
      equal to the period from such date of redemption to the Cash-Pay Note Applicable
      Redemption Date, in the case of any Cash-Pay Notes, and December 1, 2012, in
      the
      case of the Toggle Notes; provided that if the period from the date of
      redemption to such date is less than one year, the weekly average yield on
      actually traded United States Treasury securities adjusted to a constant
      maturity of one year will be used.

     

    “Trust
      Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C.
§§ 77aaa-77bbbb).

     

    “Trustee”
      means Wells Fargo Bank, National Association, as trustee, until a successor
      replaces it in accordance with the applicable provisions of this Indenture
      and
      thereafter means the successor serving hereunder.

     

    “Uniform
      Commercial Code” means the New York Uniform Commercial Code as in effect
      from time to time.

     

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

     

    “Unrestricted
      Global Note” means a permanent Global Note, substantially in the form of
Exhibit A-1 or Exhibit A-2 attached hereto, as the case may be,
      that bears the Global Note Legend and that has the “Schedule of Exchanges of
      Interests in the Global Note” attached thereto, and that is deposited with or on
      behalf of and registered in the name of the Depositary, representing Notes
      that
      do not bear the Private Placement Legend.

     

    “Unrestricted
      Subsidiary” means, at any time, unless otherwise specified,

     

    (1)           any
      Subsidiary of the Company which at the time of determination is an Unrestricted
      Subsidiary (as designated by the Company, as provided below); and

     

    (2)           any
      Subsidiary of an Unrestricted Subsidiary.

     

    The
      Company may designate any of its Subsidiaries (including any existing Subsidiary
      and any newly acquired or newly formed Subsidiary but excluding the Issuers)
      to
      be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries
      owns any Equity Interests or Indebtedness of, or owns or holds any Lien on
      any
      property of, the Company or any

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     of
      its Subsidiaries (other than any Subsidiary of the Subsidiary to be so
      designated); provided that

     

    (1)           any
      Unrestricted Subsidiary must be an entity of which the Equity Interests entitled
      to cast at least a majority of the votes that may be cast by all Equity
      Interests having ordinary voting power for the election of directors or Persons
      performing a similar function are owned, directly or indirectly, by the
      Company;

     

    (2)           such
      designation complies with Section 4.07 hereof; and

     

    (3)           each
      of (a) the Subsidiary to be so designated and  (b) its Subsidiaries
      has not at the time of designation, and does not thereafter, create, incur,
      issue, assume, guarantee or otherwise become directly or indirectly liable
      with
      respect to any Indebtedness pursuant to which the lender has recourse to any
      of
      the assets of the Company or any Restricted Subsidiary.

     

    The
      Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
      provided that, immediately after giving effect to such designation, no
      Default shall have occurred and be continuing and either:

     

    (1)           the
      Company could incur at least $1.00 of additional Indebtedness pursuant to the
      Consolidated Leverage Ratio Test described in Section 4.07(a) hereof;
      or

     

    (2)           the
      Consolidated Leverage Ratio of the Company and the Restricted Subsidiaries
      would
      be lower than the Consolidated Leverage Ratio for the Company and the Restricted
      Subsidiaries immediately prior to such designation, in each case on a pro
      forma basis taking into account such designation.

     

    Any
      such
      designation by the Company shall be notified by the Company to the Trustee
      by
      promptly filing with the Trustee a copy of the resolution of the board of
      directors of the Company or any committee thereof, giving effect to such
      designation and an Officer’s Certificate of the Company certifying that such
      designation complied with the foregoing provisions.

     

    “U.S.
      Person” means a U.S. person as defined in Rule 902(k) under the Securities
      Act.

     

    “Voting
      Stock” of any Person as of any date means the Capital Stock of such Person
      that is at the time entitled to vote in the election of the board of directors
      of such Person.

     

    “Weighted
      Average Life to Maturity” means, when applied to any Indebtedness,
      Disqualified Stock or Preferred Stock, as the case may be, at any date, the
      quotient obtained by dividing:

     

    (1)           the
      sum of the products of the number of years from the date of determination to
      the
      date of each successive scheduled principal payment of such

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    Indebtedness
      or redemption or similar payment with respect to such Disqualified Stock or
      Preferred Stock multiplied by the amount of such payment; by

     

    (2)           the
      sum of all such payments.

     

    “Western
      Wireless Notes” means the 4.625% notes due 2023, issued pursuant to the
      Indenture dated as of June 11, 2003 by and between Western Wireless Corporation,
      as issuer, and The Bank of New York, as trustee, as supplemented by the First
      Supplemental Indenture dated as of August 1, 2005, by and among Western Wireless
      LLC (as successor in interest to Western Wireless Corporation), the Company,
      as
      guarantor, and The Bank of New York, as trustee.

     

    “Wholly-Owned
      Subsidiary” of any Person means a Subsidiary of such Person, 100.0% of the
      outstanding Equity Interests of which (other than directors’ qualifying shares)
      shall at the time be owned by such Person or by one or more Wholly-Owned
      Subsidiaries of such Person.

     

    SECTION
      1.02.  Other
      Definitions.

    
      	
              Term

            	 	
              
                Defined
                  in

                Section

              

            
	
              “Acceptable
                Commitment”                                                                                                     

            	 	
              4.10

            
	
              “Affiliate
                Transaction”                                                                                                     

            	 	
              4.11

            
	
              “Applicable
                Premium
                Deficit”                                                                                                     

            	 	
              8.04

            
	
              “Asset
                Sale
                Offer”                                                                                                     

            	 	
              4.10

            
	
              “Authentication
                Order”                                                                                                     

            	 	
              2.02

            
	
              “Change
                of Control
                Offer”                                                                                                     

            	 	
              4.14

            
	
              “Change
                of Control
                Payment”                                                                                                     

            	 	
              4.14

            
	
              “Change
                of Control Payment
                Date”                                                                                                     

            	 	
              4.14

            
	
              “Consolidated
                Leverage Ratio
                Test”                                                                                                     

            	 	
              4.07

            
	
              “Covenant
                Defeasance”                                                                                                     

            	 	
              8.03

            
	
              “Covenant
                Suspension
                Event”                                                                                                     

            	 	
              4.16

            
	
              “DTC”                                                                                                     

            	 	
              2.03

            
	
              “Event
                of
                Default”                                                                                                     

            	 	
              6.01

            
	
              “Excess
                Proceeds”                                                                                                     

            	 	
              4.10

            
	
              “incur”                                                                                                     

            	 	
              4.09

            
	
              “Legal
                Defeasance”                                                                                                     

            	 	
              8.02

            
	
              “Note
                Register”                                                                                                     

            	 	
              2.03

            
	
              “Offer
                Amount”                                                                                                     

            	 	
              3.09

            
	
              “Offer
                Period”                                                                                                     

            	 	
              3.09

            
	
              “Optional
                Interest
                Repayment”                                                                                                     

            	 	
              4.01

            
	
              “Optional
                Interest Repayment
                Amount”                                                                                                     

            	 	
              4.01

            


    

    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    
      	
              “Optional
                Interest Repayment
                Date”                                                                                                     

            	 	
              4.01

            
	
              “Pari
                Passu
                Indebtedness”                                                                                                     

            	 	
              4.10

            
	
              “Paying
                Agent”                                                                                                     

            	 	
              2.03

            
	
              “Purchase
                Date”                                                                                                     

            	 	
              3.09

            
	
              “Refinancing
                Indebtedness”                                                                                                     

            	 	
              4.09

            
	
              “Refunding
                Capital
                Stock”                                                                                                     

            	 	
              4.07

            
	
              “Registrar”                                                                                                     

            	 	
              2.03

            
	
              “Restricted
                Payments”                                                                                                     

            	 	
              4.07

            
	
              “Reversion
                Date”                                                                                                     

            	 	
              4.16

            
	
              “Second
                Commitment”                                                                                                     

            	 	
              4.10

            
	
              “Successor
                Company”                                                                                                     

            	 	
              5.01

            
	
              “Successor
                Guarantor”                                                                                                     

            	 	
              5.01

            
	
              “Successor
                Issuer”                                                                                                     

            	 	
              5.01

            
	
              “Successor
                Person”                                                                                                     

            	 	
              5.01

            
	
              “Suspended
                Covenants”                                                                                                     

            	 	
              4.16

            
	
              “Suspension
                Date”                                                                                                     

            	 	
              4.16

            
	
              “Suspension
                Period”                                                                                                     

            	 	
              4.16

            
	
              “Taxes”                                                                                                     

            	 	
              4.05

            
	
              “Treasury
                Capital
                Stock”                                                                                                     

            	 	
              4.07

            


    

    


    SECTION
      1.03.  Incorporation
      by Reference of Trust Indenture Act.  Whenever
      this Indenture refers to a provision of the Trust Indenture Act, the provision
      is incorporated by reference in and made a part of this Indenture.

     

    The
      following Trust Indenture Act terms used in this Indenture have the following
      meanings:

     

    “indenture
      securities” means the Notes and the Guarantees;

     

    “indenture
      security Holder” means a Holder;

     

    “indenture
      to be qualified” means this Indenture;

     

    “indenture
      trustee” or “institutional trustee” means the Trustee; and “obligor” on the
      Notes and the Guarantees means the Issuers and the Guarantors, respectively,
      and
      any successor obligor upon the Notes and the Guarantees,
      respectively.

     

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

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    SECTION
      1.04.  Rules
      of Construction.  Unless
      the context otherwise requires:

     

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

     

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

     

    (c)  “or”
is
      not exclusive;

     

    (d)  “including”
      means including without limitation;

     

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

     

    (f)  “will”
      shall be interpreted to express a command;

     

    (g)  provisions
      apply to successive events and transactions;

     

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

     

    (i)  unless
      the context otherwise requires, any reference to an “Article,” “Section” or
“clause” refers to an Article, Section or clause, as the case may be, of this
      Indenture;

     

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

     

    (k)  all
      references to any interest or other amount payable on or with respect to the
      Notes shall be deemed to include any Additional Interest.

     

    SECTION
      1.05.  Acts
      of Holders.

     

    (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 an agent duly appointed in
      writing.  Except as herein otherwise expressly provided, such action
      shall become effective when such instrument or instruments is delivered to
      the
      Trustee and, where it is hereby expressly required, to the
      Issuers.  Proof of execution of any such instrument or of a writing
      appointing any such agent, or the holding by any Person of a Note, shall be
      sufficient for any purpose of this Indenture and (subject to Section 7.01
      hereof) conclusive in favor of the Trustee and the Issuers, if made in the
      manner provided in this Section 1.05.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    (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 the certificate
      of
      any 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
      or on behalf of any legal entity other than an individual, such certificate
      or
      affidavit shall also constitute proof of the authority of the Person executing
      the same.  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 that the Trustee deems sufficient.

     

    (c)  The
      ownership of Notes shall be proved by the Note Register.

     

    (d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Note shall bind every future Holder of the same
      Note
      and the Holder of every Note issued upon the registration of transfer thereof
      or
      in exchange therefor or in lieu thereof, in respect of any action taken,
      suffered or omitted by the Trustee or the Issuers in reliance thereon, whether
      or not notation of such action is made upon such Note.

     

    (e)  The
      Issuers may, in the circumstances permitted by the Trust Indenture Act, set
      a
      record date for purposes of determining the identity of Holders entitled to
      give
      any request, demand, authorization, direction, notice, consent, waiver or take
      any other act, or to vote or consent to any action by vote or consent authorized
      or permitted to be given or taken by Holders.  Unless otherwise
      specified, if not set by the Issuers 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, any such record date shall be the later of 10 days
      prior to the first solicitation of such consent or the date of the most recent
      list of Holders furnished to the Trustee prior to such
      solicitation.

     

    (f)  Without
      limiting the foregoing, a Holder entitled to take any action hereunder with
      regard to any particular Note may do so with regard to all or any part of the
      principal amount of such Note or by one or more duly appointed agents, each
      of
      which may do so pursuant to such appointment with regard to all or any part
      of
      such principal amount.  Any notice given or action taken by a Holder
      or its agents with regard to different parts of such principal amount pursuant
      to this paragraph shall have the same effect as if given or taken by separate
      Holders of each such different part.

     

    (g)  Without
      limiting the generality of the foregoing, a Holder, including DTC, that is
      a
      Holder of a Global Note, may make, give or take, by a proxy or proxies duly
      appointed in writing, any request, demand, authorization, direction, notice,
      consent, waiver or other action provided in this Indenture to be made, given
      or
      taken by Holders, and DTC, that is a Holder of a Global Note may provide its
      proxy or proxies to the beneficial owners of interests in any such Global Note
      through such depositary’s standing instructions and customary
      practices.

     

    (h)  The
      Issuers may fix a record date for the purpose of determining the Persons who
      are
      beneficial owners of interests in any Global Note held by DTC entitled
      under

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    the
      procedures of such depositary to make, give or take, by a proxy or proxies
      duly
      appointed in writing, any request, demand, authorization, direction, notice,
      consent, waiver or other action provided in this Indenture to be made, given
      or
      taken by Holders.  If such a record date is fixed, the Holders on such
      record date or their duly appointed proxy or proxies, and only such Persons,
      shall be entitled to make, give or take such request, demand, authorization,
      direction, notice, consent, waiver or other action, whether or not such Holders
      remain Holders after such record date.  No such request, demand,
      authorization, direction, notice, consent, waiver or other action shall be
      valid
      or effective if made, given or taken more than 90 days after such record
      date.

     

    ARTICLE
      II

     

    THE
      NOTES

     

    SECTION
      2.01.  Form
      and Dating; Terms.

     

    (a)  General.  The
      Notes and the Trustee’s certificate of authentication shall be substantially in
      the form of Exhibit A-1 (in the case of Cash-Pay Notes) or Exhibit
      A-2 (in the case of Toggle Notes) hereto.  The Notes may have
      notations, legends or endorsements required by law, stock exchange rules or
      usage.  Each Note shall be dated the date of its
      authentication.  The Notes shall be in minimum denominations of $2,000
      and integral multiples of $1,000 in excess thereof and, if a PIK Payment is
      made, in denominations of $1.00 and any integral multiple of $1.00 in excess
      of
      $1.00, subject to the issuance of certificated PIK Notes as set forth in
Exhibit A-2.

     

    (b)  Global
      Notes.  Notes issued in global form shall be substantially in the
      form of Exhibit A-1 (in the case of Cash-Pay Notes) or Exhibit A-2
      (in the case of Toggle Notes) hereto (including the Global Note Legend thereon
      and the “Schedule of Exchanges of Interests in the Global Note” attached
      thereto).  Notes issued in definitive form shall be substantially in
      the form of Exhibit A-1 (in the case of Cash-Pay Notes) or Exhibit
      A-2 (in the case of Toggle Notes) hereto (but without the Global Note Legend
      thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto).  Each Global Note shall represent such of the
      outstanding Notes as shall be specified in the “Schedule of Exchanges of
      Interests in the Global Note” attached thereto and each shall provide that it
      shall represent up to the aggregate principal amount of Notes from time to
      time
      endorsed thereon and that the aggregate principal amount of outstanding Notes
      represented thereby may from time to time be reduced or increased, as
      applicable, to reflect exchanges and redemptions.  Any endorsement of
      a Global Note to reflect the amount of any increase or decrease in the aggregate
      principal amount of outstanding Notes represented thereby shall be made by
      the
      Trustee or the Custodian, at the direction of the Trustee, in accordance with
      instructions given by the Holder thereof as required by Section 2.06
      hereof.

     

    (c)  Temporary
      Global Notes.  Notes offered and sold in reliance on Regulation S
      shall be issued initially in the form of the Regulation S Temporary Global
      Note,
      which shall be deposited on behalf of the purchasers of the Notes represented
      thereby with the Custodian and registered in the name of the Depositary or
      the
      nominee of the Depositary for the

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    accounts
      of designated agents holding on behalf of Euroclear or Clearstream, duly
      executed by the Issuers and authenticated by the Trustee as hereinafter
      provided.

     

    Following
      (i) the termination of the applicable Restricted Period and (ii) the receipt
      by
      the Trustee of (A) a certification or other evidence in a form reasonably
      acceptable to the Issuers of non-United States beneficial ownership of 100%
      of
      the aggregate principal amount of each Regulation S Temporary Global Note
      (except to the extent of any beneficial owners thereof who acquired an interest
      therein during the Restricted Period pursuant to another exemption from
      registration under the Securities Act and who shall take delivery of a
      beneficial ownership interest in a 144A Global Note bearing a Private Placement
      Legend, all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s
      Certificate from any of the Issuers, the Trustee shall remove the Regulation
      S
      Temporary Global Note Legend from the Regulation S Temporary Global Note,
      following which temporary beneficial interests in the Regulation S Temporary
      Global Note shall automatically become beneficial interests in the Regulation
      S
      Permanent Global Note pursuant to the Applicable Procedures.

     

    The
      aggregate principal amount of a Regulation S Temporary Global Note and a
      Regulation S Permanent Global Note may from time to time be increased or
      decreased by adjustments made on the records of the Trustee and the Depositary
      or its nominee, as the case may be, in connection with transfers of interest
      as
      hereinafter provided.

     

    (d)  Terms.  The
      aggregate principal amount of Notes that may be authenticated and delivered
      under this Indenture is unlimited.

     

    For
      any
      interest period through December 1, 2012, the Issuers may, at their option,
      elect to pay interest on the Toggle Notes (i) entirely in Cash Interest, (ii)
      entirely in PIK Interest or (iii) 50.0% as Cash Interest and 50.0% as PIK
      Interest.  The Issuers must elect the form of interest payment with
      respect to each interest period by delivering a notice to the Trustee prior
      to
      the beginning of each interest period.  The Trustee shall promptly
      deliver a corresponding notice to the Holder of the Toggle Notes.  In
      the absence of such an election for any interest period, interest on the Notes
      will be payable in the form of the interest payment for the prior interest
      period.   For the initial interest period and for each interest
      period after December 1, 2012, the Issuers shall make all interest payments
      on
      the Toggle Notes in cash.

     

    Upon
      the
      issuance of any Additional Notes, the Company, the Issuers, the Guarantors
      and
      the Trustee shall enter into a supplemental indenture dated as of the date
      of
      such issuance and setting forth the terms of such Notes not set forth in this
      Indenture as in effect on the Issue Date or modifying or supplementing the
      terms
      of such Additional Notes from those set forth in this Indenture.

     

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

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    with
      the
      express provisions of this Indenture, the provisions of this Indenture shall
      govern and be controlling.

     

    The
      Notes
      shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer
      as
      provided in Section 4.10 hereof or a Change of Control Offer as provided in
      Section 4.14 hereof.  The Notes shall not be redeemable, other than as
      provided in Article III hereof.

     

    Additional
      Notes ranking pari passu with the Initial Toggle Notes may be created and
      issued from time to time by the Issuers without notice to or consent of the
      Holders and shall (i) in the case of Additional Toggle Notes, be
      consolidated with and form a single class with the Initial Toggle Notes and
      shall have the same terms as to status, redemption or otherwise as the Initial
      Toggle Notes and (ii) in the case of Additional Cash-Pay Notes, be
      consolidated with and form a single class with the Cash-Pay Notes and shall
      have
      the terms as to status, redemption or otherwise as are set forth in the
      Supplemental Indenture relating to the issuance of such Notes; provided
      that the Issuers’ ability to issue Additional Notes shall be subject to the
      Company’s compliance with Section 4.09 hereof; provided,
further,  that in connection with the payment of PIK Interest,
      the Issuers are entitled to, without the consent of the Holders (and without
      regard to any restrictions or limitations set forth in Section 4.09 hereof),
      increase the outstanding principal amount of the Toggle Notes or issue PIK
      Notes.  Any Additional Notes shall be issued with the benefit of an
      indenture supplemental to this Indenture.

     

    (e)  Euroclear
      and Clearstream Applicable Procedures.  The provisions of the
“Operating Procedures of the Euroclear System” and “Terms and Conditions
      Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream
      Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers
      of beneficial interests in the Regulation S Temporary Global Note and the
      Regulation S Permanent Global Notes that are held by Participants through
      Euroclear or Clearstream and this Indenture shall not govern such
      transfers.

     

    SECTION
      2.02.  Execution
      and Authentication.  At
      least one Officer of each of the Issuers shall execute the Notes on behalf
      of
      the applicable Issuer by manual or facsimile signature.

     

    If
      an
      Officer of the Company or any of the Issuers whose signature is on a Note no
      longer holds that office at the time the Trustee authenticates the Note, the
      Note shall nevertheless be valid.

     

    A
      Note
      shall not be entitled to any benefit under this Indenture or be valid or
      obligatory for any purpose until authenticated substantially in the form
      provided for in Exhibit A-1 (in the case of Cash-Pay Notes) or Exhibit
      A-2 (in the case of Toggle Notes) attached hereto, as the case may be, by
      the manual signature of the Trustee.  The signature shall be
      conclusive evidence that the Note has been duly authenticated and delivered
      under this Indenture.

     

    On
      the
      Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an
“Authentication Order”), authenticate and deliver the Initial Toggle
      Notes in the aggregate 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    principal
      amount or amounts specified in such Authentication Order.  In
      addition, at any time, from time to time, the Trustee shall, upon receipt of
      an
      Authentication Order, authenticate and deliver any Additional Notes, Exchange
      Notes or PIK Notes (or increases in the principal amount of any Toggle Notes)
      as
      a result of a PIK Payment for an aggregate principal amount specified in such
      Authentication Order for such Additional Notes, Exchange Notes or PIK Notes
      (or
      increases in the principal amount of any Toggle Notes) issued or increased
      hereunder.

     

    On
      any
      Interest Payment Date on which the Issuers pay PIK Interest with respect to
      a
      Global Note, the Trustee shall increase the principal amount of such Global
      Note
      by an amount equal to the interest payable, rounded up to the nearest $1.00,
      for
      the relevant interest period on the principal amount of such Global Note as
      of
      the relevant Record Date for such Interest Payment Date, to the credit of the
      Holders on such Record Date and an adjustment shall be made on the books and
      records of the Trustee (if it is then the Custodian for such Global Note) with
      respect to such Global Note, by the Trustee or the Custodian, to reflect such
      increase. On any Interest Payment Date on which the Issuers pay PIK Interest
      by
      issuing definitive PIK Notes, the principal amount of any such PIK Notes issued
      to any Holder, for the relevant interest period as of the relevant Record Date
      for such Interest Payment Date, shall be rounded up to the nearest
      $1.00.

     

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

     

    SECTION
      2.03.  Registrar
      and Paying Agent.  The
      Issuers shall maintain (i) an office or agency where Notes may be presented
      for registration of transfer or for exchange (“Registrar”) and (ii) an
      office or agency where Notes may be presented for payment (“Paying
      Agent”).  The Registrar shall keep a register of the Notes
      (“Note Register”) and of their transfer and exchange.  The
      registered Holder of a Note will be treated as the owner of the Note for all
      purposes.  The Issuers may appoint one or more co-registrars and one
      or more additional paying agents.  The term “Registrar”
includes any co-registrar, and the term “Paying Agent” includes any additional
      paying agents.  The Issuers initially appoint the Trustee as Paying
      Agent.  The Issuers may change any Paying Agent or Registrar without
      prior notice to any Holder.  The Issuers shall notify the Trustee in
      writing of the name and address of any Agent not a party to this
      Indenture.  If the Issuers fail to appoint or maintain another entity
      as Registrar or Paying Agent, the Trustee shall, to the extent that it is
      capable, act as such.  The Issuers or any domestic Subsidiary of ACI
      may act as Paying Agent or Registrar.

     

    The
      Issuers initially appoint The Depository Trust Company (“DTC”) to act as
      Depositary with respect to the Global Notes representing the Notes.

     

    The
      Issuers initially appoint the Trustee to act as the Registrar for the
      Notes.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

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

     

    SECTION
      2.05.  Holder
      Lists.  The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of all Holders
      and
      shall otherwise comply with Section 312(a) of the Trust Indenture
      Act.  If the Trustee is not the Registrar, the Issuers shall furnish
      to the Trustee at least five Business Days before each Interest Payment Date
      and
      at such other times as the Trustee may request in writing, a list in such form
      and as of such date as the Trustee may reasonably require of the names and
      addresses of the Holders and the Issuers shall otherwise comply with Section
      312(a) of the Trust Indenture Act.

     

    SECTION
      2.06.  Transfer
      and Exchange.

     

    (a)  Transfer
      and Exchange of Global Notes.  Except as otherwise set forth in
      this Section 2.06, a Global Note may be transferred, in whole and not in part,
      only to another nominee of the Depositary or to a successor thereto or a nominee
      of such successor thereto.  A beneficial interest in a Global Note may
      not be exchanged for a Definitive Note of the same series unless (A) the
      Depositary (x) notifies the Issuers that it is unwilling or unable to continue
      as Depositary for such Global Note or (y) has ceased to be a clearing agency
      registered under the Exchange Act, and, in either case, a successor Depositary
      is not appointed by the Issuers within 120 days, (B) the Issuers, at their
      option, notify the Trustee in writing that they elect to cause the issuance
      of
      Definitive Notes (although Regulation S Temporary Global Notes at the Issuers’
election pursuant to this clause may not be exchanged for Definitive Notes
      prior
      to (1) the expiration of the applicable Restricted Period and (2) the receipt
      of
      any certificate required pursuant to Rule 903(b)(3)(ii)(B)) or (C) upon the
      request of a Holder if there shall have occurred and be continuing a Default
      or
      Event of Default with respect to the Notes.  Upon the occurrence of
      any of the preceding events in (A) above, Definitive Notes delivered in exchange
      for any Global Note of the same series or beneficial interests therein will
      be
      registered in the names, and issued in any approved denominations, requested
      by
      or on behalf of the Depositary (in accordance with its customary
      procedures).  Global Notes also may be exchanged or replaced, in whole
      or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note
      authenticated and delivered in exchange for, or in lieu of, a Global Note of
      the
      same series or any portion thereof, pursuant to this Section 2.06 or Section
      2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and
      shall be, a Global Note, except for Definitive 

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    Notes
      issued subsequent to any of the preceding events in (A), (B) or (C) above and
      pursuant to Section 2.06(c) hereof.  A Global Note may not be
      exchanged for another Note other than as provided in this Section 2.06(a);
      provided, however, that beneficial interests in a Global Note may
      be transferred and exchanged as provided in Section 2.06(b), (c) or (f)
      hereof.

     

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

     

    (i)  Transfer
      of Beneficial Interests in the Same Global Note.  Beneficial
      interests in any Restricted Global Note may be transferred to Persons who take
      delivery thereof in the form of a beneficial interest in the same Restricted
      Global Note in accordance with the transfer restrictions set forth in the
      Private Placement Legend; provided that prior to the expiration of the
      applicable Restricted Period, transfers of beneficial interests in the
      Regulation S Temporary Global Note may not be made to a U.S. Person or for
      the
      account or benefit of a U.S. Person other than pursuant to Rule
      144A.  Beneficial interests in any Unrestricted Global Note may be
      transferred to Persons who take delivery thereof in the form of a beneficial
      interest in an Unrestricted Global Note.  No written orders or
      instructions shall be required to be delivered to the Registrar to effect the
      transfers described in this Section 2.06(b)(i).

     

    (ii)  All
      Other Transfers and Exchanges of Beneficial Interests in Global
      Notes.  In connection with all transfers and exchanges of
      beneficial interests that are not subject to Section 2.06(b)(i) hereof, the
      transferor of such beneficial interest must deliver to the Registrar either
      (A)
      (1) a written order from a Participant or an Indirect Participant given to
      the
      Depositary in accordance with the Applicable Procedures directing the Depositary
      to credit or cause to be credited a beneficial interest in another Global Note
      in an amount equal to the beneficial interest to be transferred or exchanged
      and
      (2) instructions given in accordance with the Applicable Procedures containing
      information regarding the Participant account to be credited with such increase
      or (B) (1) a written order from a Participant or an Indirect Participant given
      to the Depositary in accordance with the Applicable Procedures directing the
      Depositary to cause to be issued a Definitive Note of the same series in an
      amount equal to the beneficial interest to be transferred or exchanged and
      (2)
      instructions given by the Depositary to the Registrar containing information
      regarding the Person in whose name such Definitive Note shall be registered
      to
      effect the transfer or exchange referred to in (1) above; provided that
      in no event shall Definitive Notes be issued upon the transfer or exchange
      of
      beneficial interests in a Regulation S Temporary Global Note prior to (A) the
      expiration of the applicable Restricted Period therefor and (B) the receipt
      by
      the Registrar of any certificates required pursuant to Rule
      903(b)(3)(ii)(B).  Upon consummation of an Exchange Offer by the


     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    Issuers
      in accordance with Section 2.06(f) hereof, the requirements of this Section
      2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar
      of the instructions contained in the applicable Letter of Transmittal or in
      an
      Agent’s Message delivered by the Holder of such beneficial interests in the
      Restricted Global Notes.  Upon satisfaction of all of the requirements
      for transfer or exchange of beneficial interests in Global Notes contained
      in
      this Indenture and the Notes or otherwise applicable under the Securities Act,
      the Trustee shall adjust the principal amount of the relevant Global Note(s)
      pursuant to Section 2.06(h) hereof.

     

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

     

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

     

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

     

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

     

    (A)  such
      exchange or transfer is effected pursuant to an Exchange Offer in accordance
      with the applicable Registration Rights Agreement;

     

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

     

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

     

    (D)  the
      Registrar receives the following:

     

    (1)  if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      exchange such beneficial interest for a beneficial interest in an 

     

    
      
        
        

      

      
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    Unrestricted
      Global Note of the same series, a certificate from such Holder substantially
      in
      the form of Exhibit C hereto, including the certifications in item (1)(a)
      thereof; or

     

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

     

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

     

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

     

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

     

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

     

    (i)  Beneficial
      Interests in Restricted Global Notes to Restricted Definitive
      Notes.  If any holder of a beneficial interest in a Restricted Global
      Note proposes to exchange such beneficial interest for a Restricted Definitive
      Note or to transfer such beneficial interest to a Person who takes delivery
      thereof in the form of a Restricted Definitive Note, then, upon the occurrence
      of any of the events in subsection (A) of Section 2.06(a) hereof and receipt
      by
      the Registrar of the following documentation:

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    (E)  if
      such
      beneficial interest is being transferred to the Company or any Subsidiary of
      the
      Company, a certificate substantially in the form of Exhibit B hereto,
      including the certifications in item (3)(b) thereof; or

     

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

     

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

     

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

     

    (iii)  Beneficial
      Interests in Restricted Global Notes to Unrestricted Definitive
      Notes.  A holder of a beneficial interest in a Restricted Global
      Note may exchange such beneficial interest for an Unrestricted Definitive Note
      or may transfer such beneficial interest to a Person who takes delivery thereof
      in the form of an Unrestricted Definitive Note only upon the occurrence of
      any
      of the events in subsection (A) of Section 2.06(a) hereof and if:

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    (A)  such
      exchange or transfer is effected pursuant to an Exchange Offer in accordance
      with the applicable Registration Rights Agreement;

     

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

     

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

     

    (D)  the
      Registrar receives the following:

     

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

     

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

     

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

     

    (iv)  Beneficial
      Interests in Unrestricted Global Notes to Unrestricted Definitive
      Notes.  If any holder of a beneficial interest in an Unrestricted
      Global Note proposes to exchange such beneficial interest for a Definitive
      Note
      or to transfer such beneficial interest to a Person who takes delivery thereof
      in the form of a Definitive Note, then, upon the occurrence of any of the events
      in subsection (A) of Section 2.06(a) hereof and satisfaction of the conditions
      set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
      principal amount of the applicable Global Note to be reduced accordingly
      pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the
      Trustee shall authenticate and mail to the Person designated in the instructions
      a Definitive Note in the applicable principal amount.  Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iv) shall be registered in such name or names and in such authorized
      denomination or denominations as the holder of such beneficial interest shall
      instruct the Registrar through instructions from or through the Depositary
      and
      the Participant or Indirect Participant.  The Trustee shall mail such
      Definitive Notes to the Persons in whose names such Notes are so
      registered.  Any Definitive Note issued in exchange 

     

    
      
        
        

      

      
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    for
      a
      beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the
      Private Placement Legend.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (E)  if
      such
      Restricted Definitive Note is being transferred to the Company or any Subsidiary
      of the Company, a certificate substantially in the form of Exhibit B
      hereto, including the certifications in item (3)(b) thereof; or

     

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

     

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

     

    (ii)  Restricted
      Definitive Notes to Beneficial Interests in Unrestricted Global
      Notes.  A Holder of a Restricted Definitive Note may exchange such
      Note for a beneficial 

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    interest
      in an Unrestricted Global Note or transfer such Restricted Definitive Note
      to a
      Person who takes delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Note only if:

     

    (A)  such
      exchange or transfer is effected pursuant to an Exchange Offer in accordance
      with the applicable Registration Rights Agreement;

     

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

     

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

     

    (D)  the
      Registrar receives the following:

     

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

     

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

     

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

     

    Upon
      satisfaction of the conditions of this Section 2.06(d)(ii), the Trustee shall
      cancel the Restricted Definitive Note and increase or cause to be increased
      the
      aggregate principal amount of the Unrestricted Global Note.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (A)  such
      exchange or transfer is effected pursuant to an Exchange Offer in accordance
      with the applicable Registration Rights Agreement;

     

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

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

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

     

    (D)  the
      Registrar receives the following:

     

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

     

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

     

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

     

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

     

    (f)  Exchange
      Offer.  Upon the occurrence of an Exchange Offer in accordance
      with the applicable Registration Rights Agreement, the Issuers shall issue
      and,
      upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
      the Trustee shall authenticate (i) one or more Unrestricted Global Notes in
      an
      aggregate principal amount equal to the principal amount of the beneficial
      interests in the Restricted Global Notes of the same series tendered for
      acceptance by Persons that certify in the applicable Letters of Transmittal
      or
      in an Agent’s Message that (x) they are not broker-dealers, (y) they are not
      participating in a distribution of the Exchange Notes and (z) they are not
      affiliates (as defined in Rule 144) of any of the Issuers, and accepted for
      exchange in the applicable Exchange Offer and (ii) Unrestricted Definitive
      Notes
      in an aggregate principal amount equal to the principal amount of the Restricted
      Definitive Notes of the same series tendered for acceptance by Persons that
      certify in the applicable Letters of Transmittal that (x) they are not
      broker-dealers, (y) they are not participating in a distribution of the Exchange
      Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers,
      and accepted for exchange in the applicable Exchange
      Offer.  Concurrently with the issuance of such Notes, the Trustee
      shall cause the aggregate principal 

     

    
      
        
        

      

      
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    amount
      of
      the applicable Restricted Global Notes to be reduced accordingly, and the
      Issuers shall execute and the Trustee shall authenticate and mail to the Persons
      designated by the Holders of Definitive Notes so accepted Unrestricted
      Definitive Notes in the applicable principal amount.  Any Notes that
      remain outstanding after the consummation of the applicable Exchange Offer,
      and
      Exchange Notes issued in connection with such Exchange Offer, shall be treated
      as a single class of securities under this Indenture.

     

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

     

    (i)  Private
      Placement Legend.

     

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

     

    “THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
      AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
      PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
      REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
      144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
      THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
      THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
      ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY
      EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED
      STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
      THE
      SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
      COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION
      FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
      PROVISION THERETO (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION
      FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
      OF COUNSEL IF THE ISSUERS OR ANY GUARANTOR SO REQUESTS), OR (F) PURSUANT TO
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT
      IT
      WILL GIVE TO EACH 

     

    
      
        
        

      

      
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    PERSON
      TO
      WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
      LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND
“U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE
      SECURITIES ACT.”

     

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

     

    (ii)  Global
      Note Legend.  Each Global Note shall bear a legend in
      substantially the following form (with appropriate changes in the last sentence
      if DTC is not the Depositary):

     

    “THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
      IN
      WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
      GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
      2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
      SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
      ISSUERS.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
      NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
      BY
      THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
      TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
      OR
      ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
      DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
      REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
      NEW
      YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
      ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY


     

    
      
        
        

      

      
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    PERSON
      IS
      WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
      INTEREST HEREIN.”

     

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

     

    “BY
      ITS
      ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON,
      NOR IS IT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AND IS
      ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION
      S UNDER THE SECURITIES ACT.”

     

    (iv)  Tax
      Legend.  The Global Note with respect to the Toggle Notes and any
      Cash-Pay Notes issued with original issue discount, under this Indenture, and
      each Definitive Note with respect to the Toggle Notes and any Cash-Pay Notes
      issued with original issue discount, under this Indenture, shall bear the legend
      in substantially the following form:

     

    “THIS
      NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272, 1273 AND 1275
      OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  YOU MAY CONTACT THE
      CHIEF FINANCIAL OFFICER OF ALLTEL COMMUNICATIONS, INC., ONE ALLIED DRIVE, LITTLE
      ROCK, ARKANSAS 72202, WHO WILL PROVIDE YOU WITH THE ISSUE PRICE, THE AMOUNT
      OF
      ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THE
      NOTE.”

     

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

     

    
      
        
        

      

      
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    (i)  General
      Provisions Relating to Transfers and Exchanges.

     

    (i)  To
      permit
      registrations of transfers and exchanges, the Issuers shall execute and the
      Trustee shall authenticate Global Notes and Definitive Notes upon receipt of
      an
      Authentication Order in accordance with Section 2.02 hereof or at the
      Registrar’s request.

     

    (ii)  No
      service charge shall be made to a holder of a beneficial interest in a Global
      Note or to a Holder of a Definitive Note for any registration of transfer or
      exchange, but the Issuers may require payment of a sum sufficient to cover
      any
      transfer tax or similar governmental charge payable in connection therewith
      (other than any such transfer taxes or similar governmental charge payable
      upon
      exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14
      and
      9.05 hereof).

     

    (iii)  The
      Issuers shall not be required (A) to issue, to register the transfer of or
      to
      exchange any Notes during a period beginning at the opening of business 15
      days
      before the day of any selection of Notes for redemption under Section 3.02
      hereof and ending at the close of business on the day of selection or (B) to
      register the transfer of or to exchange a Note between a Record Date with
      respect to such Note and the next succeeding Interest Payment Date with respect
      to such Note.

     

    (iv)  Neither
      the Registrar nor the Issuers shall be required to register the transfer of
      or
      exchange any Note selected for redemption in whole or in part, except the
      unredeemed portion of any Note being redeemed in part.

     

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

     

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

     

    (vii)  Upon
      surrender for registration of transfer of any Note at the office or agency
      of
      the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall
      execute, and the Trustee shall authenticate and mail, in the name of the
      designated transferee or transferees, one or more replacement Notes of any
      authorized denomination or denominations of a like aggregate principal
      amount.

     

    (viii)  At
      the
      option of the Holder, Notes may be exchanged for other Notes of any authorized
      denomination or denominations of a like aggregate principal amount upon
      surrender of the Notes to be exchanged at such office or
      agency.  Whenever any Global Notes or Definitive Notes are so
      surrendered for exchange, the Issuers shall execute, and the Trustee shall
      

     

    
      
        
        

      

      
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    authenticate
      and mail, the replacement Global Notes and Definitive Notes which the Holder
      making the exchange is entitled to in accordance with the provisions of Section
      2.02 hereof.

     

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

     

    (x)  The
      Trustee shall have no obligation or duty to monitor, determine or inquire as
      to
      compliance with any restrictions on transfer imposed under this Indenture or
      under applicable law with respect to any transfer of any interest in any Note
      (including any transfers between or among Depository Participant or beneficial
      owners in any Global Note) other than to require delivery of such certificates
      and other documentation or evidence as are expressly required by, and to do
      so
      if and when expressly required by the terms of, this Indenture and to examine
      the same to determine substantial compliance as to form with the express
      requirements hereof.

     

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

     

    Every
      replacement Note is a contractual obligation of the Issuers and shall be
      entitled to all of the benefits of this Indenture equally and proportionately
      with all other Notes duly issued hereunder.

     

    SECTION
      2.08.  Outstanding
      Notes.  The
      Notes outstanding at any time are all the Notes authenticated by the Trustee
      except for those cancelled by it, those delivered to it for cancellation, those
      reductions in the interest in a Global Note effected by the Trustee in
      accordance with the provisions hereof and those described in this Section 2.08
      as not outstanding.  Except as set forth in Section 2.09 hereof, a
      Note does not cease to be outstanding because any of the Issuers or a Guarantor
      or an Affiliate of any of the Issuers or a Guarantor holds the
      Note.

     

    If
      a Note
      is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless
      the Trustee receives proof satisfactory to it that the replaced Note is held
      by
      a protected purchaser (as defined in Section 8-303 of the Uniform Commercial
      Code).

     

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

     

    
      
        
        

      

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

     

    SECTION
      2.09.  Treasury
      Notes.  In
      determining whether the Holders of the required principal amount of Notes have
      concurred in any direction, waiver or consent, Notes owned by any of the Issuers
      or a Guarantor or by any Affiliate of any of the Issuers or a Guarantor, shall
      be considered as though not outstanding, except that for the purposes of
      determining whether the Trustee shall be protected in relying on any such
      direction, waiver or consent, only Notes that a Responsible Officer of the
      Trustee knows are so owned shall be so disregarded.  Notes so owned
      which have been pledged in good faith shall not be disregarded if the pledgee
      establishes to the satisfaction of the Trustee the pledgee’s right to deliver
      any such direction, waiver or consent with respect to the Notes and that the
      pledgee is not an Issuer or a Guarantor or an Affiliate of any of the Issuers
      or
      a Guarantor.

     

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

     

    Holders
      and beneficial holders, as the case may be, of temporary Notes shall be entitled
      to all of the benefits accorded to Holders, or beneficial holders, respectively,
      of Notes under this Indenture.

     

    SECTION
      2.11.  Cancellation.  The
      Issuers at any time may deliver Notes to the Trustee for
      cancellation.  The Registrar and Paying Agent shall forward to the
      Trustee any Notes surrendered to them for registration of transfer, exchange
      or
      payment.  The Trustee or, at the direction of the Trustee, the
      Registrar or the Paying Agent and no one else shall cancel all Notes surrendered
      for registration of transfer, exchange, payment, replacement or cancellation
      and
      shall destroy cancelled Notes (subject to the record retention requirement
      of
      the Exchange Act).  Certification of the cancellation of all
      surrendered Notes shall be delivered to the Issuers.  The Issuers may
      not issue new Notes to replace Notes that they have paid or that have been
      delivered to the Trustee for cancellation.

     

    SECTION
      2.12.  Defaulted
      Interest.  If
      the Issuers default in a payment of interest on the Notes, they shall pay the
      defaulted interest in any lawful manner plus, to the extent lawful, interest
      payable on the defaulted interest, in each case at the rate provided in the
      Notes and in Section 4.01 hereof.  The Issuers may pay the defaulted
      interest to the Persons who are Holders on a subsequent special record
      date.  The Issuers shall notify the Trustee in writing of the amount
      of defaulted interest proposed to be paid on each Note and the date of the
      proposed payment, and at the same time the Issuers shall deposit with the
      Trustee an amount of money 

     

    
      
        
        

      

      
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    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 Section 2.12.  The Trustee shall fix or cause to be fixed any
      such special record date and payment date; provided that no such special
      record date shall be less than 10 days prior to the related payment date for
      such defaulted interest.  The Trustee shall promptly notify the
      Issuers of any such special record date.  At least 15 days before any
      such special record date, the Issuers (or, upon the written request of the
      Issuers, the Trustee in the name and at the expense of the Issuers) shall mail
      or cause to be mailed, first-class postage prepaid, to each Holder, with a
      copy
      to the Trustee, a notice at his or her address as it appears in the Note
      Register that states the special record date, the related payment date and
      the
      amount of such interest to be paid.

     

    Subject
      to the foregoing provisions of this Section 2.12 and for greater certainty,
      each
      Note delivered under this Indenture upon registration of transfer of or in
      exchange for or in lieu of any other Note shall carry the rights to interest
      accrued and unpaid, and to accrue, which were carried by such other
      Note.

     

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

     

    SECTION
      2.14.  Calculation
      of Principal Amount of Securities.  The
      aggregate principal amount of the Notes, at any date of determination, shall
      be
      the sum of (1) the principal amount of the Cash-Pay Notes at such date of
      determination plus (2) the principal amount of the Toggle Notes (including
      any
      PIK Notes issued in respect thereof, and any increase in the principal amount
      thereof, as a result of a PIK Payment) at such date of
      determination.  With respect to any matter requiring consent, waiver,
      approval or other action of the Holders of a specified percentage of the
      principal amount of all the Notes (and not solely the Cash-Pay Notes, or the
      Toggle Notes as provided for in Sections 6.02 and 6.06 and the proviso to the
      first sentence of Section 9.02), such percentage shall be calculated, on the
      relevant date of determination, by dividing (a) the principal amount, as of
      such
      date of determination, of Notes, the Holders of which have so consented by
      (b)
      the aggregate principal amount, as of such date of determination, of the Notes
      then outstanding, in each case, as determined in accordance with the preceding
      sentence, Section 2.08 and Section 2.09 of this Indenture.  Any such
      calculation made pursuant to this Section 2.14 shall be made by the Issuers
      and
      delivered to the Trustee pursuant to an Officer’s Certificate of any of the
      Issuers.

     

    
      
        
        

      

      
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    ARTICLE
      III

    
REDEMPTION

     

    SECTION
      3.01.  Notices
      to Trustee.  If
      the Issuers elect to redeem Cash-Pay Notes or Toggle Notes, as the case may
      be,
      pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least
      two
      Business Days before notice of redemption is required to be delivered to Holders
      pursuant to Section 3.03 hereof but not more than 60 days before the date of
      redemption, an Officer’s Certificate of any of the Issuers setting forth (i) the
      paragraph or subparagraph of such Note and/or Section of this Indenture pursuant
      to which the redemption shall occur, (ii) the date of redemption, (iii) the
      principal amount of the Cash-Pay Notes or Toggle Notes, as the case may be,
      to
      be redeemed and (iv) the redemption price.

     

    SECTION
      3.02.  Selection
      of Notes to Be Redeemed.  If
      less than all of any series of Notes are to be redeemed at any time, the Trustee
      shall select the Notes in such series to be redeemed (a) if the Notes in such
      series are listed on an exchange, in compliance with the requirements of such
      exchange, or (b) on a pro rata basis among such series to the extent
      practicable, or, if the pro rata basis is not practicable for any reason,
      by lot or by such other method the Trustee shall deem fair and
      appropriate.  In the event of partial redemption by lot, the
      particular Notes in such series to be redeemed shall be selected, unless
      otherwise provided herein, not less than 30 nor more than 60 days prior to
      the
      date of redemption by the Trustee from the outstanding Notes in such series
      not
      previously called for redemption.

     

    The
      Trustee shall promptly notify the Issuers in writing of the Notes selected
      for
      redemption and, in the case of any Note selected for partial redemption, the
      principal amount thereof to be redeemed.  No Notes of $2,000 or less
      can be redeemed in part, except that if all of the Notes of a Holder are to
      be
      redeemed, the entire outstanding amount of Notes held by such Holder shall
      be
      redeemed.  Except as provided in the preceding sentence, provisions of
      this Indenture that apply to Notes called for redemption also apply to portions
      of Notes called for redemption.

     

    SECTION
      3.03.  Notice
      of Redemption.  Subject
      to Section 3.09 hereof, the Issuers shall deliver electronically, mail or cause
      to be mailed by first-class mail notices of redemption at least 30 days but
      not
      more than 60 days before the date of redemption to each Holder of Notes to
      be
      redeemed at such Holder’s registered address or otherwise in accordance with
      Applicable Procedures, except that redemption notices may be delivered more
      than
      60 days prior to a date of redemption if the notice is issued in connection
      with
      Article VIII or Article XI hereof.  Except pursuant to a notice of
      redemption delivered in accordance with a redemption pursuant to Section 3.07(c)
      or 3.07(d) hereof, notices of redemption may not be conditional.

     

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

     

    (a)  the
      date
      of redemption;

     

    (b)  the
      redemption price;

     

    
      
        
        

      

      
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      (c)  if
      any
      Definitive Note is to be redeemed in part only, the portion of the principal
      amount of that Note that is to be redeemed and that, after the date of
      redemption upon surrender of such Note, a new Note or Notes in principal amount
      equal to the unredeemed portion of the original Note representing the same
      indebtedness to the extent not redeemed will be issued in the name of the Holder
      upon cancellation of the original Note;

     

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

     

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

     

    (f)  that,
      unless the Issuers default in making such redemption payment, interest on Notes
      called for redemption ceases to accrue on and after the date of
      redemption;

     

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

     

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

     

    (i)  if
      in
      connection with a redemption pursuant to Section 3.07(c) or 3.07(d) hereof,
      any
      condition to such redemption.

     

    At
      the
      Issuers’ request, the Trustee shall give the notice of redemption in the
      Issuers’ name and at their expense; provided that the Issuers shall have
      delivered to the Trustee, at least two Business Days before notice of redemption
      is required to be delivered to Holders pursuant to this Section 3.03 (unless
      a
      shorter notice shall be agreed to by the Trustee), an Officer’s Certificate of
      any of the Issuers requesting that the Trustee give such notice and setting
      forth the information to be stated in such notice as provided in the preceding
      paragraph.

     

    If
      any
      series of Notes are listed on an exchange, and the rules of such exchange so
      require, the Issuers will notify the exchange of any such redemption and, if
      applicable, of the principal amount of any Notes outstanding following any
      partial redemption of Notes.

     

    SECTION
      3.04.  Effect
      of Notice of Redemption.  Once
      notice of redemption is delivered in accordance with Section 3.03 hereof, Notes
      called for redemption become irrevocably due and payable on the date of
      redemption at the redemption price (except as provided for in Sections 3.07(c)
      or 3.07(d) hereof).  The notice, if delivered in a manner herein
      provided, shall be conclusively presumed to have been given, whether or not
      the
      Holder receives such notice.  In any case, failure to deliver such
      notice or any defect in the notice to the Holder of any Note designated for
      redemption in whole or in part shall not affect the validity of the proceedings
      for the redemption of any other Note.  Subject to Section 3.05 hereof,
      on and after 

     

    
      
        
        

      

      
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    the
      date
      of redemption, interest ceases to accrue on Notes or portions of Notes called
      for redemption.

     

    SECTION
      3.05.  Deposit
      of Redemption Price.

     

    (a)  Prior
      to
      11:00 a.m. (New York City time) on the date of redemption, the Issuers shall
      deposit with the Trustee or with the Paying Agent money sufficient to pay the
      redemption price of and accrued and unpaid interest on all Notes to be redeemed
      on that date of redemption.  The Trustee or the Paying Agent shall
      promptly return to the Issuers any money deposited with the Trustee or the
      Paying Agent by the Issuers in excess of the amounts necessary to pay the
      redemption price of, and accrued and unpaid interest on, all Notes to be
      redeemed.

     

    (b)  If
      the
      Issuers comply with the provisions of the preceding paragraph (a), on and after
      the date of redemption, interest shall cease to accrue on the applicable series
      of Notes or the portions of Notes called for redemption.  If a Note is
      redeemed on or after a Record Date but on or prior to the related Interest
      Payment Date, then any accrued and unpaid interest to the date of redemption
      shall be paid to the Person in whose name such Note was registered at the close
      of business on such Record Date.  If any Note called for redemption
      shall not be so paid upon surrender for redemption because of the failure of
      the
      Issuers to comply with the preceding paragraph, interest shall be paid on the
      unpaid principal, from the date of redemption until such principal is paid,
      and
      to the extent lawful on any interest accrued to the date of redemption not
      paid
      on such unpaid principal, in each case at the rate provided in the Notes and
      in
      Section 4.01 hereof.

     

    SECTION
      3.06.  Notes
      Redeemed in Part.  Upon
      surrender of a Definitive Note that is redeemed in part, the Issuers shall
      issue
      and the Trustee shall authenticate for the Holder at the expense of the Issuers
      a new Note equal in principal amount to the unredeemed portion of the Note
      surrendered representing the same indebtedness to the extent not redeemed;
      provided that each new Cash-Pay Note or Toggle Note (other than PIK
      Notes) will be in a principal amount of $2,000 and any integral multiple of
      $1,000 in excess of $2,000.  It is understood that, notwithstanding
      anything in this Indenture to the contrary, only an Authentication Order and
      not
      an Opinion of Counsel or Officer’s Certificate of any of the Issuers is required
      for the Trustee to authenticate such new Note.

     

    
      
        
        

      

      
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    SECTION
      3.07.  Optional
      Redemption.

     

    (a)  At
      any
      time prior to the Cash-Pay Note Applicable Redemption Date, the Issuers may
      redeem all or a part of the Cash-Pay Notes upon notice in accordance with
      Section 3.03 hereof, at a redemption price equal to 100.0% of the principal
      amount of the Cash-Pay Notes redeemed plus the Applicable Premium as of,
plus accrued and unpaid interest thereon and Additional Interest, if any,
      to, the date of redemption, subject to the right of Holders of Cash-Pay Notes
      of
      record on the relevant Record Date to receive interest due on the relevant
      Interest Payment Date.

     

    (b)  At
      any
      time prior to December 1, 2012, the Issuers may redeem all or a part of the
      Toggle Notes upon notice in accordance with Section 3.03 hereof, at a redemption
      price equal to 100.0% of the principal amount of such Toggle Notes redeemed
      plus
      the Applicable Premium as of, plus accrued and unpaid interest thereon
      and Additional Interest, if any, to, the date of redemption, subject to the
      right of Holders of record on the relevant Record Date to receive interest
      due
      on the relevant Interest Payment Date.

     

    (c)  Until
      the
      date set forth in the applicable supplemental indenture, the Issuers may, at
      their option, redeem up to 40.0% of the aggregate principal amount of the
      Cash-Pay Notes issued under this Indenture at a redemption price equal to 100.0%
      of the aggregate principal amount thereof, plus a premium equal to the
      stated interest rate per annum on the Cash-Pay Notes, plus accrued and
      unpaid interest thereon and Additional Interest, if any, to the date of
      redemption (subject to the right of Holders of Cash-Pay Notes of record on
      the
      relevant Record Date to receive interest due on the relevant Interest Payment
      Date) with the net cash proceeds received by the Company or any direct or
      indirect parent company thereof from one or more Equity Offerings;
provided that (i) at least 50.0% of the aggregate principal amount of
      Cash-Pay Notes issued under this Indenture prior to the applicable date of
      redemption remains outstanding immediately after the occurrence of each such
      redemption; and (ii) each such redemption occurs within 90 days of the date
      of
      closing of each such Equity Offering.  Notice of any redemption may,
      at the Issuers’ option, be subject to one or more conditions precedent,
      including, but not limited to, completion of an Equity Offering.

     

    (d)  Until
      December 1, 2010, the Issuers may, at their option, redeem up to 40.0% of the
      aggregate principal amount of the Toggle Notes issued under this Indenture
      at a
      redemption price equal to 110.375% of the aggregate principal amount thereof,
      plus accrued and unpaid interest thereon and Additional Interest, if any,
      to the date of redemption (subject to the right of Holders of Toggle Notes
      of
      record on the relevant Record Date to receive interest due on the relevant
      Interest Payment Date) with the net cash proceeds received by the Company or
      any
      direct or indirect parent company thereof from one or more Equity Offerings;
      provided that (i) at least 50.0% of the aggregate principal amount of
      Toggle Notes issued under this Indenture and the principal amount of any
      Additional Notes that are Toggle Notes issued under this Indenture prior to
      the
      applicable date of redemption remains outstanding immediately after the
      occurrence of each such redemption; and (ii) each such redemption occurs within
      90 days of the date of closing of each such Equity Offering.  Notice
      of any redemption may, at the Issuers’ option, be 

     

    
      
        
        

      

      
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    subject
      to one or more conditions precedent, including, but not limited to, completion
      of an Equity Offering.

     

    (e)  Except
      pursuant to clause (a) or (c) of this Section 3.07, the Cash-Pay Notes will
      not
      be redeemable at the Issuers’ option prior to the Cash-Pay Note Applicable
      Redemption Date.  Except pursuant to clause (b) or (d) of this Section
      3.07, the Toggle Notes will not be redeemable at the Issuers’ option prior to
      November 1, 2012.

     

    (f)  On
      and
      after the Cash-Pay Note Applicable Redemption Date, the Issuers may redeem
      the
      Cash-Pay Notes, in whole or in part, upon notice in accordance with Section
      3.03
      hereof at the redemption prices (expressed as percentages of principal amount
      of
      the Cash-Pay Notes to be redeemed) set forth in the supplemental indenture
      relating to the issuance of such Cash-Pay Notes, plus accrued and unpaid
      interest, if any, to the date of redemption, subject to the right of Holders
      of
      record on the relevant Record Date to receive interest due on the relevant
      Interest Payment Date.

     

    (g)  On
      and
      after December 1, 2012, the Issuers may redeem the Toggle Notes, in whole or
      in
      part, upon notice in accordance with Section 3.03 hereof at the redemption
      prices (expressed as percentages of principal amount of the Toggle Notes to
      be
      redeemed) set forth below, plus accrued and unpaid interest, if any, to
      the date of redemption, subject to the right of Holders of Toggle Notes of
      record on the relevant Record Date to receive interest due on the relevant
      Interest Payment Date, if redeemed during the twelve-month period beginning
      on
      December 1 of each of the years indicated below:

     

    
      	
              Year

            	
              
                Redemption
                  Price

              

            
	
              2012                                                                                                     

            	
              105.188%

            
	
              2013                                                                                                     

            	
              103.458%

            
	
              2014                                                                                                     

            	
              101.729%

            
	
              2015
                and
                thereafter                                                                                                     

            	
              100.000%

            


    

     

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

     

    SECTION
      3.08.  Mandatory
      Redemption.  The
      Issuers shall not be required to make any mandatory redemption or sinking fund
      payments with respect to the Notes.

     

    SECTION
      3.09.  Offers
      to Repurchase by Application of Excess Proceeds.

     

    (a)  In
      the
      event that, pursuant to Section 4.10 hereof, the Issuers shall be required
      to
      commence an Asset Sale Offer, it shall follow the procedures specified
      below.

     

    (b)  The
      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 

     

    
      
        
        

      

      
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    by
      applicable law (the “Offer Period”).  No later than five
      Business Days after the termination of the Offer Period (the “Purchase
      Date”), the Issuers shall apply all Excess Proceeds (the “Offer
      Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness
      (on a prorata basis, if applicable), or, if less than the Offer
      Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in
      response to the Asset Sale Offer.  Payment for any Notes so purchased
      shall be made in the same manner as interest payments are made.

     

    (c)  If
      the
      Purchase Date is on or after a Record Date and on or before the related Interest
      Payment Date, any accrued and unpaid interest, up to but excluding the Purchase
      Date, shall be paid to the Person in whose name a Note is registered at the
      close of business on such Record Date, and no additional interest shall be
      payable to Holders who tender Notes pursuant to the Asset Sale
      Offer.

     

    (d)  Upon
      the
      commencement of an Asset Sale Offer, the Issuers shall deliver electronically
      or
      send, by first-class mail, postage prepaid, a notice to each of the Holders,
      with a copy to the Trustee.  The notice shall contain all instructions
      and materials necessary to enable such Holders to tender Notes pursuant to
      the
      Asset Sale Offer.  The Asset Sale Offer shall be made to all Holders
      and holders of such Pari Passu Indebtedness.  The notice, which shall
      govern the terms of the Asset Sale Offer, shall state:

     

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

     

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

     

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

     

    (iv)  that,
      unless the Issuers default in making such payment, any Note accepted for payment
      pursuant to the Asset Sale Offer shall cease to accrue interest on and after
      the
      Purchase Date;

     

    (v)  that
      any
      Holder electing to have less than all of the aggregate principal amount of
      its
      Notes purchased pursuant to an Asset Sale Offer may elect to have Notes
      purchased in an amount not less than $2,000;

     

    (vi)  that
      Holders electing to have a Note purchased pursuant to any Asset Sale Offer
      shall
      be required to surrender the Note, with the form entitled “Option of Holder to
      Elect Purchase” attached to the Note completed, or transfer by book-entry
      transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a
      Paying Agent at the address specified in the notice at least two Business Days
      before the Purchase Date;

     

    (vii)  that
      Holders shall be entitled to withdraw their election if any of the Issuers,
      the
      Depositary or the Paying Agent, as the case may be, receives, not later than
      the
      expiration of the Offer Period, a facsimile transmission or letter setting
      forth
      the name 

     

    
      
        
        

      

      
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    of
      the
      Holder, the principal amount of the Note the Holder delivered for purchase
      and a
      statement that such Holder is withdrawing his election to have such Note
      purchased;

     

    (viii)  that,
      if
      the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered
      by the holders thereof exceeds the Offer Amount, the Trustee shall select the
      Notes and the Issuers shall select such Pari Passu Indebtedness to be purchased
      on a pro rata basis based on the accreted value or principal amount of
      the Notes or such Pari Passu Indebtedness tendered (with such adjustments as
      may
      be deemed appropriate by the Trustee so that only Notes in an amount not less
      than $2,000 are purchased); and

     

    (ix)  that
      Holders whose certificated Notes were purchased only in part shall be issued
      new
      Notes equal in principal amount to the unpurchased portion of the Notes
      surrendered (or transferred by book-entry transfer) representing the same
      indebtedness to the extent not repurchased.

     

    (e)  On
      or
      before the Purchase Date, the Issuers shall, to the extent lawful,
      (1) accept for payment, on a pro rata basis as described in clause
      (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof
      validly tendered pursuant to the Asset Sale Offer, or if less than the Offer
      Amount has been tendered, all Notes tendered and (2) deliver or cause to be
      delivered to the Trustee the Notes properly accepted, together with an Officer’s
      Certificate of any of the Issuers stating the aggregate principal amount of
      Notes or portions thereof so tendered.

     

    (f)  Any
      of
      the Issuers, the Depositary or the Paying Agent, as the case may be, shall
      promptly mail or deliver to each tendering Holder an amount equal to the
      purchase price of the Notes properly tendered by such Holder and accepted by
      the
      Issuers for purchase, and the Issuers shall promptly issue a new Note, and
      the
      Trustee, upon receipt of an Authentication Order, shall authenticate and mail
      or
      deliver (or cause to be transferred by book-entry) such new Note to such Holder
      (it being understood that, notwithstanding anything in this Indenture to the
      contrary, no Opinion of Counsel or Officer’s Certificate of any of the Issuers
      is required for the Trustee to authenticate and deliver such new Note) in a
      principal amount equal to any unpurchased portion of the Note surrendered
      representing the same indebtedness to the extent not repurchased.  Any
      Note not so accepted shall be promptly delivered by the Issuers to the Holder
      thereof.  The Issuers shall publicly announce the results of the Asset
      Sale Offer on or as soon as practicable after the Purchase Date.

     

    (g)  Prior
      to
      11:00 a.m. (New York City time) on the Purchase Date, the Issuers shall deposit
      with the Trustee or with the Paying Agent money sufficient to pay the purchase
      price of and accrued and unpaid interest on all Notes to be purchased on that
      Purchase Date.  The Trustee or the Paying Agent shall promptly return
      to the Issuers any money deposited with the Trustee or the Paying Agent by
      the
      Issuers in excess of the amounts necessary to pay the purchase price of, and
      accrued and unpaid interest on, all Notes to be redeemed.

     

    
      
        
        

      

      
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    Other
      than as specifically provided in this Section 3.09 or Section 4.10 hereof,
      any
      purchase pursuant to this Section 3.09 shall be made pursuant to the applicable
      provisions of Sections 3.01 through 3.06 hereof, and references therein to
      “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,”
“repurchase” and similar words, as applicable.

     

    ARTICLE
      IV

    
COVENANTS

     

    SECTION
      4.01.  Payment
      of Notes.  The
      Issuers shall pay or cause to be paid the principal of, premium, if any, and
      interest on the Notes on the dates and in the manner provided in the
      Notes.  Principal, premium, if any, and Cash Interest shall be
      considered paid on the date due if the Paying Agent, if other than the Issuers
      or a Guarantor or an Affiliate of any of the Issuers or a Guarantor, holds
      as of
      11:00 a.m. New York City time on the due date money deposited by the Issuers
      in
      immediately available funds and designated for and sufficient to pay all
      principal, premium, if any, and Cash Interest then due.  PIK Interest
      shall be considered paid on the date due if the Trustee is directed on or prior
      to such date to issue PIK Notes or increase the principal amount of the
      applicable Toggle Notes, in each case in an amount equal to the amount of the
      applicable PIK Interest.

     

    The
      Issuers shall pay all applicable Additional Interest, if any, in the same manner
      on the dates and in the amounts set forth in the applicable Registration Rights
      Agreement.  The Issuers shall pay all applicable Additional Interest
      on the Toggle Notes, if any, in the same form of payment elected by the Issuers
      for the payment of interest with respect to the applicable interest
      period.

     

    The
      Issuers 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 Notes to the extent lawful; the Issuers shall
      pay interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue installments of interest (without regard to any
      applicable grace period) at the same rate to the extent lawful.

     

    At
      the
      end of any “accrual period” (as defined in Section 1272(a)(5) of the Code)
      ending after December 3, 2012 (each, an “Optional Interest Repayment
      Date”), the Issuers may pay in cash, without duplication, all accrued and
      unpaid interest, if any, and all accrued but unpaid “original issue discount”
(as defined in Section 1273(a)(1) of the Code) on each Toggle Note then
      outstanding up to the Optional Interest Repayment Amount, minus $50.0 million
      (each such redemption, an “Optional Interest Repayment”).  The
“Optional Interest Repayment Amount” shall mean, as of each Optional
      Interest Repayment Date, the excess, if any, of (a) the aggregate amount of
      accrued and unpaid interest and all accrued and unpaid “original issue discount”
(as defined in Section 1273(a)(1) of the Code) with respect to the applicable
      Toggle Note, over (b) an amount equal to the product of (i) the “issue price”
(as defined in Sections 1273(b) and 1274(a) of the Code) of the applicable
      Toggle Note multiplied by (ii) the “yield to maturity” (as defined in the
      Treasury Regulation Section 1.1272-1(b)(1)(i)) of such Toggle
      Note).  The Issuers shall deliver a notice to the Trustee prior to
      such Optional Interest 

     

    
      
        
        

      

      
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    Repayment.  The
      Trustee shall promptly deliver a corresponding notice to the Holders of Toggle
      Notes.

     

    On
      the
      applicable Interest Payment Date with respect to Toggle Notes closest to June
      1,
      2017, the Issuers shall repay in full in U.S. Dollars an amount of Toggle Notes
      equal to the product of (x) $50.0 million and (y) the percentage equal to the
      aggregate principal amount of outstanding Toggle Notes divided by the aggregate
      principal amount of outstanding Toggle Notes and other pay-in-kind option
      indebtedness of the same maturity outstanding on such date, as determined in
      good faith by the Issuers, rounded to the nearest $1,000.  Prepayments
      of Toggle Notes made pursuant to the preceding sentence shall be made on a
      pro rata basis based on the aggregate principal amount of Toggle Notes
      and interest shall cease to accrue with respect to the prepaid portion of Toggle
      Notes.  The Issuers shall deliver a notice in substantially the same
      form as the notice of redemption set forth in Section 3.03 hereof.

     

    SECTION
      4.02.  Maintenance
      of Office or Agency.  The
      Issuers shall maintain the offices or agencies (which may be an office of the
      Trustee or an affiliate of the Trustee, Registrar or co-registrar) required
      under Section 2.03 hereof where Notes may be surrendered for registration of
      transfer or for exchange and where notices and demands to or upon the Issuers
      in
      respect of the Notes and this Indenture may be served.  The Issuers
      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 Issuers
      shall fail to maintain any such required office or agency or shall fail to
      furnish the Trustee with the address thereof, such presentations, surrenders,
      notices and demands may be made or served at the Corporate Trust Office of
      the
      Trustee.

     

    The
      Issuers may also from time to time designate one or more other offices or
      agencies where the Notes may be presented or surrendered for any or all such
      purposes and may from time to time rescind such designations; provided
      that no such designation or rescission shall in any manner relieve the Issuers
      of their obligation to maintain such offices or agencies as required by Section
      2.03 hereof for such purposes.  The Issuers 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.

     

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

     

    SECTION
      4.03.  Reports
      and Other Information.

     

    (a)  Notwithstanding
      that the Company may not be subject to the reporting requirements of Section
      13
      or 15(d) of the Exchange Act or otherwise report on an annual and quarterly
      basis on forms provided for such annual and quarterly reporting pursuant to
      rules and regulations promulgated by the SEC, the Company shall file with the
      SEC (and make available to the Trustee and Holders (without exhibits), without
      cost to any Holder, within 15 days after it files them with the SEC) from and
      after the Closing Date,

     

    
      
        
        

      

      
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    (1)  within
      90
      days (or any other time period then in effect under the rules and regulations
      of
      the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated
      filer) after the end of each fiscal year, annual reports on Form 10-K, or any
      successor or comparable form, containing the information required to be
      contained therein, or required in such successor or comparable
      form;

     

    (2)  within
      45
      days (or any other time period then in effect under the rules and regulations
      of
      the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated
      filer) after the end of each of the first three fiscal quarters of each fiscal
      year, reports on Form 10-Q containing all quarterly information that would
      be
      required to be contained in Form 10-Q, or any successor or comparable
      form;

     

    (3)  promptly
      from time to time after the occurrence of an event required to be therein
      reported, such other reports on Form 8-K, or any successor or comparable form;
      and

     

    (4)  any
      other
      information, documents and other reports which the Company would be required
      to
      file with the SEC if it were subject to Section 13 or 15(d) of the Exchange
      Act;

     

    in
      each
      case of the foregoing clauses (1) through (4), in a manner that complies in
      all
      material respects with the requirements specified in such form; provided
      that the Company shall not be so obligated to file such reports with the SEC
      if
      the SEC does not permit such filing, in which event the Company shall make
      available such information to prospective purchasers of Notes, in addition
      to
      providing such information to the Trustee and the Holders, in each case within
      15 days after the time when the Company would be required to file such
      information with the SEC, if it were subject to Section 13 or 15(d) of the
      Exchange Act.  In addition, to the extent not satisfied by the
      foregoing, for so long as any Notes are outstanding, the Company shall furnish
      to Holders and to securities analysts and prospective investors, upon their
      request, the information required to be delivered pursuant to Rule 144A(d)(4)
      under the Securities Act.

     

    (b)  In
      the
      event that any direct or indirect parent company of the Company becomes a
      guarantor of the Notes, the Company shall be permitted to satisfy its
      obligations under this Section 4.03 with respect to financial information
      relating to the Company by furnishing financial information relating to such
      parent; provided that the same is accompanied by consolidating
      information that explains in reasonable detail the differences between the
      information relating to such parent, on the one hand, and the information
      relating to the Company and the Restricted Subsidiaries on a standalone basis,
      on the other hand.

     

    (c)  Notwithstanding
      the foregoing, the requirements of this Section 4.03 shall be deemed satisfied
      prior to the commencement of the Exchange Offer or the effectiveness of the
      Shelf Registration Statement (1) by filing with the SEC of the Exchange Offer
      Registration Statement or Shelf Registration Statement (or any other similar
      registration statement), and any amendments thereto, with such financial
      information that satisfies Regulation S-X of the Securities Act, subject to
      exceptions consistent with the presentation of financial information in


     

    
      
        
        

      

      
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    the
      Offering Memorandum, to the extent filed within the time specified above, or
      (2)
      by posting on its website or providing to the Trustee within 15 days of the
      time
      periods after the Company would have been required to file annual and interim
      reports with the SEC, the financial information (including a “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations”
section) that would be required to be included in such reports, subject to
      exceptions consistent with the presentation of financial information in the
      Offering Memorandum, to the extent filed within the times specified
      above.

     

    (d)  Notwithstanding
      anything herein to the contrary, the Company shall not be deemed to have failed
      to comply with any of its obligations under this Section 4.03 for purposes
      of
      clause (3) of Section 6.01 hereof until 60 days after the date on which any
      report is due.

     

    SECTION
      4.04.  Compliance
      Certificate.

     

    (a)  The
      Company shall deliver to the Trustee, within 90 days after the end of each
      fiscal year ending after the Issue Date, a certificate from the principal
      executive officer, principal financial officer or principal accounting officer
      stating that a review of the activities of the Company and the Restricted
      Subsidiaries during the preceding fiscal year has been made under the
      supervision of the signing Officer of the Company with a view to determining
      whether the Company and the Restricted Subsidiaries have kept, observed,
      performed and fulfilled their obligations under this Indenture, and further
      stating, as to such Officer of the Company signing such certificate, that to
      the
      best of his or her knowledge the Company and the Restricted Subsidiaries have
      kept, observed, performed and fulfilled each and every condition and covenant
      contained in this Indenture and is not in default in the performance or
      observance of any of the terms, provisions, covenants and conditions of this
      Indenture (or, if a Default shall have occurred, describing all such Defaults
      of
      which he or she may have knowledge and what action the Company is taking or
      proposes to take with respect thereto).

     

    (b)  When
      any
      Default has occurred and is continuing under this Indenture, or if the Trustee
      or the holder of any other evidence of Indebtedness of the Company or any
      Subsidiary gives any notice or takes any other action with respect to a claimed
      Default, the Company shall promptly (which shall be no more than five Business
      Days after becoming aware of such Default) deliver to the Trustee by registered
      or certified mail or by facsimile transmission an Officer’s Certificate of the
      Company specifying such event and what action the Company proposes to take
      with
      respect thereto.

     

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

     

    SECTION
      4.06.  Stay,
      Extension and Usury Laws.  The
      Issuers and each of the Guarantors covenant (to the extent that they may
      lawfully do so) that they shall not at any time insist upon, plead, or in any
      manner whatsoever claim or take the benefit or advantage of, any 

     

    
      
        
        

      

      
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    stay,
      extension or usury law wherever enacted, now or at any time hereafter in force,
      that may affect the covenants or the performance of this Indenture and the
      Notes; and the Issuers and each of the Guarantors (to the extent that they
      may
      lawfully do so) hereby expressly waive all benefit or advantage of any such
      law,
      and covenant that they shall not, by resort to any such law, hinder, delay
      or
      impede the execution of any power herein granted to the Trustee, but shall
      suffer and permit the execution of every such power as though no such law has
      been enacted.

     

    SECTION
      4.07.  Limitation
      on Restricted Payments.

     

    (a)  The
      Company shall not, and shall not permit any Restricted Subsidiary to, directly
      or indirectly:

     

                    (I)declare
      or pay any dividend or make
      any payment or distribution on account of the Company’s or any Restricted
      Subsidiary’s Equity Interests, including any dividend or distribution payable in
      connection with any merger or consolidation, other than:

     

                          
       (A)  dividends
      or distributions by the Company payable solely in Equity Interests (other than
      Disqualified Stock) of the Company; or

     

                   
      (B)  dividends
      or distributions by a Restricted Subsidiary so long as, in the case of any
      dividend or distribution payable on or in respect of any class or series of
      securities issued by a Restricted Subsidiary other than a Wholly-Owned
      Subsidiary, the Company or a Restricted Subsidiary receives at least its pro
      rata share of such dividend or distribution in accordance with its Equity
      Interests in such class or series of securities;

     

                    (II)purchase,
      redeem, defease or
      otherwise acquire or retire for value any Equity Interests of the Company or
      any
      direct or indirect parent company of the Company, including in connection with
      any merger or consolidation;

     

                    (III)make
      any principal payment on, or
      redeem, repurchase, defease or otherwise acquire or retire for value, in each
      case prior to any scheduled repayment, sinking fund payment or maturity, any
      Subordinated Indebtedness or any Existing Retained Indebtedness, other
      than:

     

    (A)           Indebtedness
      permitted under clauses (7) and (8) of Section 4.09(b) hereof;

     

    (B)           the
      purchase, repurchase or other acquisition of Subordinated Indebtedness or any
      Existing Retained Indebtedness purchased in anticipation of satisfying a sinking
      fund obligation, principal installment or final maturity, in each case due
      within one year of the date of purchase, repurchase or acquisition;
      or

     

    
      
        
        

      

      
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    (C)           any
      payment due upon conversion of the Western Wireless Notes in accordance with
      the
      terms thereof;

     

                    (IV)make
      any Restricted
      Investment

     

    (all
      such
      payments and other actions set forth in clauses (I) through (IV) above being
      collectively referred to as “Restricted Payments”), unless, at the time
      of such Restricted Payment:

     

    (1)  no
      Default shall have occurred and be continuing or would occur as a consequence
      thereof;

     

    (2)  immediately
      after giving effect to such transaction on a pro forma basis, the Company
      could incur $1.00 of additional Indebtedness pursuant to the Consolidated
      Leverage Ratio test set forth in Section 4.09(a) hereof (the “Consolidated
      Leverage Ratio Test”); and

     

    (3)  such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Company and the Restricted Subsidiaries after the Closing
      Date (including Restricted Payments permitted by clauses (1), (2) (with respect
      to the payment of dividends on Refunding Capital Stock pursuant to clause (b)
      thereof only), (6)(C), (9) and (13) of Section 4.07(b) hereof, but excluding
      all
      other Restricted Payments permitted by Section 4.07(b) hereof), is less than
      the
      sum of (without duplication):

     

        (A)           50.0%
      of the Consolidated Net Income of the Company for the period (taken as one
      accounting period and including the predecessor) beginning on October 1, 2007
      to
      the end of the Company’s most recently ended fiscal quarter for which internal
      financial statements are available at the time of such Restricted Payment,
      or,
      in the case that such Consolidated Net Income for such period is a deficit,
      minus 100.0% of such deficit; plus

     

        (B)           100.0%
      of the aggregate net cash proceeds and the fair market value of marketable
      securities or other property received by the Company since immediately after
      the
      Closing Date (other than net cash proceeds to the extent that such net cash
      proceeds have been used to incur Indebtedness or issue Disqualified Stock or
      Preferred Stock pursuant to clause (12)(A) of Section 4.09(b) hereof) from
      the
      issue or sale of:

     

                    (i)(A)         
      Equity Interests of the Company, including Treasury Capital Stock (as defined
      below), but excluding cash proceeds and the fair market value of marketable
      securities or other property received from the sale of:

     

        (x)           Equity
      Interests to any present or former employees, directors, officers or consultants
      (or their respective Controlled 

     

    
      
        
        

      

      
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    Investment
      Affiliates or Immediate Family Members) of the Company, any direct or indirect
      parent company of the Company or any of the Company’s Subsidiaries after the
      Closing Date to the extent that such amounts have been applied to Restricted
      Payments made in accordance with clause (4) of Section 4.07(b) hereof;
      and

     

        (y)           Designated
      Preferred Stock; and

     

                
      (B)           to the
      extent that such net cash proceeds are actually contributed to the Company,
      Equity Interests of any direct or indirect parent company of the Company
      (excluding contributions of the proceeds from the sale of Designated Preferred
      Stock of such company or contributions to the extent that such amounts have
      been
      applied to Restricted Payments made in accordance with clause (4) of Section
      4.07(b) hereof); or

     

                    (ii)debt
      securities of the Company that
      have been converted into or exchanged for such Equity Interests of the
      Company;

     

    provided
      that this clause (3)(B) of this Section 4.07(a) shall not include the proceeds
      from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt
      securities of the Company sold to a Restricted Subsidiary, (Y) Disqualified
      Stock or debt securities that have been converted into Disqualified Stock or
      (Z)
      Excluded Contributions; plus

     

                
      (C)           100.0% of
      the aggregate amount of cash and the fair market value of marketable securities
      or other property contributed to the capital of the Company following the
      Closing Date (other than net cash proceeds to the extent that such net cash
      proceeds have been used to incur Indebtedness or issue Disqualified Stock or
      Preferred Stock pursuant to clause (12)(A) of Section 4.09(b) hereof) (other
      than by a Restricted Subsidiary and other than any Excluded Contributions);
      plus

     

                
      (D)           100.0% of
      the aggregate amount received in cash and the fair market value of marketable
      securities or other property received by means of:

     

                              
      (i)the sale or other
      disposition (other than to the Company or a Restricted Subsidiary) of Restricted
      Investments made by the Company or the Restricted Subsidiaries and repurchases
      and redemptions of such Restricted Investments from the Company or the
      Restricted Subsidiaries (other than by the Issuers or another Restricted
      Subsidiary) and repayments of loans or advances, and releases of guarantees,
      which constitute

     

    
      
        
        

      

      
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    Restricted
      Investments made by the Company or the Restricted Subsidiaries, in each case
      after the Closing Date; or

     

                             
      (ii)the sale (other than to
      the
      Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary
      or a distribution from an Unrestricted Subsidiary (other than, in each case,
      to
      the extent that the Investment in such Unrestricted Subsidiary was made by
      the
      Company or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b)
      hereof or to the extent that such Investment constituted a Permitted Investment)
      or a dividend from an Unrestricted Subsidiary after the Closing Date;
      plus

     

                
      (E)           in the case
      of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary
      after the Closing Date, the fair market value of the Investment in such
      Unrestricted Subsidiary (which, if the fair market value of such Investment
      shall exceed $250.0 million, shall be determined by the board of directors
      of
      the Company, a copy of the resolution of which with respect thereto shall be
      delivered to the Trustee) at the time of the redesignation of such Unrestricted
      Subsidiary as a Restricted Subsidiary, other than to the extent that the
      Investment in such Unrestricted Subsidiary was made by the Company or a
      Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to
      the
      extent that such Investment constituted a Permitted Investment.

     

    (b)  The
      foregoing provisions of Section 4.07(a) hereof will not prohibit:

     

    (1)           the
      payment of any dividend or other distribution within 60 days after the date
      of
      declaration of the dividend or other distribution, as the case may be, if on
      the
      date of declaration, the dividend or other distribution would have complied
      with
      the provisions of this Indenture;

     

    (2)           (A)
      the redemption, repurchase, retirement or other acquisition of any Equity
      Interests (“Treasury Capital Stock”), Subordinated Indebtedness or
      Existing Retained Indebtedness of the Company or any Equity Interests of any
      direct or indirect parent company of the Company, in exchange for, or out of
      the
      proceeds of the substantially concurrent sale (other than to a Restricted
      Subsidiary) of, Equity Interests of the Company or any direct or indirect parent
      company of the Company to the extent contributed to the Company (in each case,
      other than any Disqualified Stock) (“Refunding Capital Stock”) and (B) if
      immediately prior to the retirement of Treasury Capital Stock, the declaration
      and payment of dividend thereon was permitted under clause (6) of this Section
      4.07(b), the declaration and payment of dividend on the Refunding Capital Stock
      (other than Refunding Capital Stock the proceeds of which were used to redeem,
      repurchase, retire or otherwise acquire any Equity Interests of any direct
      or
      indirect parent company of the Company) in an aggregate amount per year no
      greater 

     

    
      
        
        

      

      
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    than
      the
      aggregate amount of dividends per annum that were declarable and payable on
      such
      Treasury Capital Stock immediately prior to such retirement;

     

    (3)           the
      defeasance, redemption, repurchase or other acquisition or retirement of
      Subordinated Indebtedness of the Issuers or a Guarantor or any Existing Retained
      Indebtedness made by exchange for, or out of the proceeds of the substantially
      concurrent sale of, new Indebtedness of the Issuers or a Guarantor (or the
      Company in respect of Existing Retained Indebtedness), as the case may be,
      that
      is incurred in compliance with Section 4.09 hereof so long as:

     

                    (A)  the
      principal amount (or accreted value, if applicable) of such new Indebtedness
      does not exceed the principal amount of (or accreted value, if applicable),
      plus
      any accrued and unpaid interest on, the Subordinated Indebtedness or the
      Existing Retained Indebtedness, as applicable, being so defeased, redeemed,
      repurchased, acquired or retired for value, plus the amount of any reasonable
      premium (including reasonable tender premiums with respect to the Subordinated
      Indebtedness or the Existing Retained Indebtedness being so defeased, redeemed,
      repurchased, acquired or retired), defeasance costs and any reasonable fees
      and
      expenses incurred in connection with such defeasance, redemption, repurchase
      or
      other acquisition or retirement relating to the issuance of such new
      Indebtedness;

     

                   
      (B)  such
      new
      Indebtedness is subordinated to the Notes or the applicable Guarantee at least
      to the same extent as such Subordinated Indebtedness or such Existing Retained
      Indebtedness, as applicable, so defeased, redeemed, repurchased, acquired or
      retired (which in the case of the Existing Retained Indebtedness of the Company,
      shall mean solely that such Indebtedness is incurred only by the
      Company);

     

                   
      (C)  such
      new
      Indebtedness has a final scheduled maturity date equal to or later than the
      final scheduled maturity date of the Subordinated Indebtedness, or Existing
      Retained Indebtedness being so defeased, redeemed, repurchased, acquired or
      retired; and

     

                   
      (D)      such
      new
      Indebtedness has a Weighted Average Life to Maturity equal to or greater than
      the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness
      or Existing Retained Indebtedness being so defeased, redeemed, repurchased,
      acquired or retired;

     

    (4)           a
      Restricted Payment to pay for the repurchase, redemption or other acquisition
      or
      retirement for value of Equity Interests (other than Disqualified Stock) of
      the
      Company or any direct or indirect parent company of the Company held by any
      future, present or former employee, director, officer or consultant (or their
      respective Controlled Investment Affiliates or Immediate Family Members) of
      the
      Company, any of its Subsidiaries or any of its direct or indirect parent
      companies pursuant to any

     

     

    
      
        
        

      

      
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    management
      equity plan or stock option plan or any other management or employee benefit
      plan or agreement, or any stock subscription or shareholder agreement, including
      any Equity Interest rolled over by management of the Company, any of its
      Subsidiaries or any direct or indirect parent company of the Company in
      connection with the Transactions; provided that the aggregate amount of
      Restricted Payments made under this clause (4) does not exceed $50.0 million
      in
      any fiscal year (with unused amounts in any fiscal year being carried over
      to
      succeeding fiscal years subject to a maximum (without giving effect to the
      following proviso) of $100.0 million in any fiscal year (which shall increase
      to
      $150.0 million subsequent to the consummation of an underwritten public Equity
      Offering)); provided that the amounts in any fiscal year may be increased
      by an amount not to exceed:

     

    (A)       the
      cash proceeds from the sale of Equity Interests (other than Disqualified Stock)
      of the Company and, to the extent contributed to the Company, Equity Interests
      of any direct or indirect parent company of the Company, in each case to any
      present or former employees, directors, officers or consultants (or their
      respective Controlled Investment Affiliates or Immediate Family Members) of
      the
      Company, any Subsidiary of the Company or any of the Company’s direct or
      indirect parent companies that occurs after the Closing Date, to the extent
      that
      the cash proceeds from the sale of such Equity Interests have not otherwise
      been
      applied to the payment of Restricted Payments by virtue of clause (3) of Section
      4.07(a) hereof; plus

     

    (B)       
      the cash proceeds of key man life insurance policies received by the Company
      or
      the Restricted Subsidiaries after the Closing Date; less

     

    (C)      
      the amount of any Restricted Payments previously made with the cash proceeds
      described in clauses (A) and (B) of this clause (4);

     

    and
      provided, further, that cancellation of Indebtedness owing to the
      Company from any present or former employees, directors, officers or
      consultants  (or their respective Controlled Investment Affiliates or
      Immediate Family Members) of the Company, any direct or indirect parent company
      of the Company or any Restricted Subsidiary in connection with a repurchase
      of
      Equity Interests of the Company or any of its direct or indirect parent
      companies will not be deemed to constitute a Restricted Payment for purposes
      of
      this Section 4.07 or any other provision of this Indenture;

     

    (5)           the
      declaration and payment of dividends to holders of any class or series of
      Disqualified Stock of the Company or any Restricted Subsidiary or any class
      or
      series of Preferred Stock of any Restricted Subsidiary issued in accordance
      with
      Section 4.09 hereof to the extent that such dividends are included in the
      definition of “Fixed Charges”;

     

    (6)           (A)  the
      declaration and payment of dividends to holders of any class or series of
      Designated Preferred Stock (other than Disqualified Stock) issued by the Company
      or any Restricted Subsidiary after the Closing Date;

     

    
      
        
        

      

      
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    (B)           the
      declaration and payment of dividends to any direct or indirect parent company
      of
      the Company, the proceeds of which will be used to fund the payment of dividends
      to holders of any class or series of Designated Preferred Stock (other than
      Disqualified Stock) issued by such parent company after the Closing Date,
provided that the amount of dividends paid pursuant to this clause (b)
      shall not exceed the aggregate amount of cash actually contributed to the
      Company from the sale of such Designated Preferred Stock; or

     

    (C)           the
      declaration and payment of dividends on Refunding Capital Stock that is
      Preferred Stock in excess of the dividends declarable and payable thereon
      pursuant to clause (2) of this Section 4.07(b);

     

    provided
      that, in the case of each of (A), (B) and (C) of this clause (6), for the Test
      Period immediately preceding the date of issuance of such Designated Preferred
      Stock or the declaration of such dividends on Refunding Capital Stock that
      is
      Preferred Stock, after giving effect to such issuance or declaration on a pro
      forma basis, the Company and the Restricted Subsidiaries on a consolidated
      basis would be in compliance with the Consolidated Leverage Ratio
      Test;

     

    (7)           Investments
      in Unrestricted Subsidiaries taken together with all other Investments made
      pursuant to this clause (7) that are at the time outstanding, without giving
      effect to the sale of an Unrestricted Subsidiary to the extent that the proceeds
      of such sale do not consist of cash or marketable securities, not to exceed
      the
      greater of (a) $250.0 million and (b) 1.0% of Total Assets;

     

    (8)           repurchases
      of Equity Interests of the Company or any Restricted Subsidiary or any direct
      or
      indirect parent company of the Company deemed to occur upon exercise of stock
      options or warrants if such Equity Interests represent a portion of the exercise
      price of such options or warrants;

     

    (9)           the
      declaration and payment of dividends on the Company’s common stock (or the
      payment of dividends to any direct or indirect parent company of the Company
      to
      fund a payment of dividends on such company’s common stock), following the first
      public offering of the Company’s common stock or the common stock of any direct
      or indirect parent company of the Company after the Closing Date, of up to
      6.0%
      per annum of the net cash proceeds received by or contributed to the Company
      in
      or from any such public offering, other than public offerings with respect
      to
      the Company’s common stock registered on Form S-4 or Form S-8 and other than any
      public sale constituting an Excluded Contribution;

     

    (10)           Restricted
      Payments that are made with Excluded Contributions;

     

    (11)           distributions
      or payments of Securitization Fees or purchases of Securitization Assets
      pursuant to a securitization repurchase obligation under a Qualified
      Securitization Facility;

     

    
      
        
        

      

      
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    (12)           any
      Restricted Payment made in connection with the Transactions and the fees and
      expenses related thereto or owed to Affiliates, in each case to the extent
      permitted by Section 4.11 hereof;

     

    (13)           the
      repurchase, redemption or other acquisition or retirement for value of any
      Subordinated Indebtedness or Existing Retained Indebtedness pursuant to
      provisions similar to those described in Section 4.10 and Section 4.14 hereof;
      provided that, prior to such repurchase, redemption or other acquisition,
      the Issuers (or a third party to the extent permitted by this Indenture) shall
      have made, to the extent applicable, a Change of Control Offer or Asset Sale
      Offer, as the case may be, with respect to the Notes and shall have repurchased,
      redeemed, acquired or retired for value all Notes validly tendered and not
      withdrawn by Holders in connection with such Change of Control Offer or Asset
      Sale Offer;

     

    (14)           the
      declaration and payment of dividends by the Company to, or the making of loans
      to, any direct or indirect parent company of the Company in amounts required
      for
      any such parent company to pay, in each case without duplication,

     

    (A)           franchise
      and excise taxes and other fees, taxes and expenses required to maintain their
      corporate existence;

     

    (B)           foreign,
      federal, state and local income taxes, to the extent that such income taxes
      are
      attributable to the income of the Company and the Restricted Subsidiaries and,
      to the extent of the amount actually received from the Unrestricted
      Subsidiaries, in amounts required to pay such taxes to the extent attributable
      to the income of such Unrestricted Subsidiaries; provided that in each
      case the amount of such payments in any fiscal year does not exceed the amount
      that the Company and the Restricted Subsidiaries would be required to pay in
      respect of foreign, federal, state and local taxes for such fiscal year were
      the
      Company, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to
      the
      extent described above) to pay such taxes separately from any such parent
      company;

     

    (C)           customary
      salary, bonus and other benefits payable to employees, directors, officers
      and
      managers of any direct or indirect parent company of the Company to the extent
      that such salaries, bonuses and other benefits are attributable to the ownership
      or operation of the Company and the Restricted Subsidiaries;

     

    (D)           general
      corporate operating and overhead costs and expenses of any direct or indirect
      parent company of the Company (including, without limitation, pursuant to tax
      sharing arrangements among the Company or any Restricted Subsidiary and such
      direct or indirect parent company of the Company) to the extent that such costs
      and expenses are attributable to the ownership or operation of the Company
      and
      its Subsidiaries; and

     

    
      
        
        

      

      
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    (E)           fees
      and expenses incurred in connection with any unsuccessful equity or debt
      offering of such parent company;

     

    (15)           the
      declaration and payment of dividends by the Company or any Restricted Subsidiary
      to, or the making of loans to, any direct or indirect parent company of the
      Company in amounts required for any such parent company to make cash payments
      in
      lieu of issuing fractional shares in connection with the exercise of warrants,
      options or other securities convertible into or exchangeable for Equity
      Interests of the Company or any direct or indirect parent company of the
      Company;

     

    (16)           the
      declaration and payment of dividends by the Company or any Restricted Subsidiary
      to, or the making of loans to, any direct or indirect parent company of the
      Company in amounts required for any such parent company to finance Investments
      otherwise permitted to be made pursuant to this Section 4.07; provided
      that (A) such Restricted Payment shall be made substantially concurrently with
      the closing of such Investment, (B) such direct or indirect parent company
      shall, immediately following the closing thereof, cause (1) all property
      acquired (whether assets or Equity Interests) to be contributed to the capital
      of the Company or any Restricted Subsidiary or (2) the merger of the Person
      formed or acquired into the Company or any Restricted Subsidiary (to the extent
      not prohibited by Section 5.01 hereof) in order to consummate such Investment,
      (C) such direct or indirect parent company and its Affiliates (other than the
      Company or any Restricted Subsidiary) receives no consideration or other payment
      in connection with such transaction except to the extent that the Company or
      any
      Restricted Subsidiary could have given such consideration or made such payment
      in compliance with this Indenture, (D) any property received by the Company
      or
      any Restricted Subsidiary shall not increase amounts available for Restricted
      Payments pursuant to clause (3) of Section 4.07(a) hereof and (E) such
      Investment shall be deemed to be made by the Company or such Restricted
      Subsidiary pursuant to another provision of this Section 4.07(b) (other than
      pursuant to clause (10) hereof) or pursuant to the definition of “Permitted
      Investments” (other than clause (9) thereof);

     

    (17)           [Reserved];

     

    (18)           [Reserved];

     

    (19)           to
      the extent that any such fees or expenses constitute Restricted Payments, the
      payment of management, consulting, monitoring, advisory and other fees and
      related expenses pursuant to the Management Fee Agreement (plus any unpaid
      management, consulting, monitoring, advisory and other fees and related expenses
      accrued in any prior year) and the termination fees pursuant to the Management
      Fee Agreement, or any amendment thereto so long as any such amendment is not
      disadvantageous in the good faith judgment of the board of directors of the
      Company to the Holders when taken as a whole, as compared to the Management
      Fee
      Agreement as in effect on the Closing Date; and

     

    
      
        
        

      

      
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    (20)           additional
      Restricted Payments in an aggregate amount taken together with all other
      Restricted Payments made pursuant to this clause (20) not to exceed the greater
      of (a) $500.0 million and (b) 2.0% of Total Assets;

     

    provided
      that at the time of, and after giving effect to, any Restricted Payment
      permitted under clauses (7) and (20) of this Section 4.07(b), no Default shall
      have occurred and be continuing or would occur as a consequence
      thereof.

     

    As
      of the Closing Date, all of the
      Company’s Domestic Subsidiaries will be Restricted Subsidiaries.  The
      Company shall not permit any Unrestricted Subsidiary to become a Restricted
      Subsidiary except pursuant to the last sentence of the definition of
“Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary
      as an Unrestricted Subsidiary, all outstanding Investments by the Company and
      any Restricted Subsidiary (except to the extent repaid) in the Subsidiary so
      designated will be deemed to be Restricted Payments in an amount determined
      as
      set forth in the last sentence of the definition of “Investments.” Such
      designation will be permitted only if a Restricted Payment in such amount would
      be permitted at such time, whether pursuant to Section 4.07(a) hereof or under
      clause (7), (10) or (20) of this Section 4.07(b), or pursuant to the definition
      of “Permitted Investments,” and if such Subsidiary otherwise meets the
      definition of an Unrestricted Subsidiary.  Unrestricted Subsidiaries
      will not be subject to any of the restrictive covenants set forth in this
      Indenture.

     

    Notwithstanding
      the foregoing provisions of this covenant, the Company will not, and will not
      permit any of its Restricted Subsidiaries to, pay any cash dividend or make
      any
      cash distribution on, or in respect of, the Company’s Capital Stock or purchase
      for cash or otherwise acquire for cash any Capital Stock of the Company or
      any
      direct or indirect parent of the Company for the purpose of paying any cash
      dividend or making any cash distribution to, or acquiring Capital Stock of
      any
      direct or indirect parent of the Company for cash from, the Investors, or
      guarantee any Indebtedness of any Affiliate of the Company for the purpose
      of
      paying such dividend, making such distribution or so acquiring such Capital
      Stock to or from the Investors, in each case by means of utilization of the
      cumulative Restricted Payment credit provided by the first paragraph of this
      covenant, or the exceptions provided by clauses (1), (7) or (20) of this Section
      4.07(b) or clauses (8), (10) or (13) of the definition of “Permitted
      Investments,” unless (x) at the time and after giving effect to such payment,
      the Consolidated Leverage Ratio of the Company would be less than 7.25 to 1.00
      and (y) such payment is otherwise in compliance with this covenant.

     

    SECTION
      4.08.  Dividend
      and Other Payment Restrictions Affecting Restricted Subsidiaries.

     

    (a)  The
      Company shall not, and shall not permit any Restricted Subsidiary that is not
      a
      Guarantor to, directly or indirectly, create or otherwise cause or suffer to
      exist or become effective any consensual encumbrance or consensual restriction
      on the ability of any such Restricted Subsidiary to:

     

    
      
        
        

      

      
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      (1)           (A)          
pay dividends or make any other distributions to the Company or any Restricted
      Subsidiary on its Capital Stock or with respect to any other interest or
      participation in, or measured by, its profits, or

     

           
      (B)           pay any
      Indebtedness owed to the Company or any Restricted Subsidiary;

     

           
      (2)           make loans
      or advances to the Company or any Restricted Subsidiary; or

     

                   
      (3)           sell, lease
      or transfer any of its properties or assets to the Company or any Restricted
      Subsidiary.

     

    (b)  The
      provisions of Section 4.08(a) hereof shall not apply to encumbrances or
      restrictions existing under or by reason of:

     

    (1)  contractual
      encumbrances or restrictions in effect on the Closing Date, including pursuant
      to the Senior Secured Credit Facilities and the related documentation, the
      Senior Interim Facility and the related documentation, and Hedging Obligations
      and the related documentation;

     

    (2)  the
      Notes
      and the related documentation and the Existing Retained
      Indebtedness;

     

    (3)  purchase
      money obligations for property acquired in the ordinary course of business
      and
      Capital Lease Obligations that impose restrictions of the nature discussed
      in
      clause (3) of Section 4.08(a) hereof on the property so acquired;

     

    (4)  applicable
      law or any applicable rule, regulation or order;

     

    (5)  any
      agreement or other instrument of a Person acquired by the Company or any
      Restricted Subsidiary in existence at the time of such acquisition or at the
      time when it merges with or into the Company or any Restricted Subsidiary or
      assumed in connection with the acquisition of assets from such Person (but,
      in
      any such case, not created in contemplation thereof), which encumbrance or
      restriction is not applicable to any Person, or the properties or assets of
      any
      Person, other than the Person so acquired and its Subsidiaries, or the property
      or assets of the Person so acquired and its Subsidiaries;

     

    (6)  contracts
      for the sale of assets, including customary restrictions with respect to a
      Subsidiary of the Company pursuant to an agreement that has been entered into
      for the sale or disposition of all or substantially all of the Capital Stock
      or
      assets of such Subsidiary;

     

    (7)  secured
      indebtedness otherwise permitted to be incurred pursuant to Section 4.09 and
      Section 4.12 hereof that limit the right of the debtor to dispose of the assets
      securing such Indebtedness;

     

    
      
        
        

      

      
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    (8)  other
      Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries
      permitted to be incurred subsequent to the Closing Date pursuant to the
      provisions of Section 4.09 hereof;

     

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

     

    (10)  customary
      provisions in joint venture agreements and other similar agreements relating
      solely to such joint venture;

     

    (11)  customary
      provisions contained in leases, licenses or similar agreements, including,
      but
      not limited to, with respect to intellectual property and other agreements,
      in
      each case, entered into in the ordinary course of business;

     

    (12)  restrictions
      created in connection with any Qualified Securitization Facility;
provided that, in the case of Qualified Securitization Facility
      established after the Closing Date, such restrictions in the good faith
      determination of the Company are necessary or advisable to effect such Qualified
      Securitization Facility;

     

    (13)  restrictions
      or conditions contained in any trading, netting, operating, construction,
      service, supply, purchase, sale or other agreement to which the Company or
      any
      Restricted Subsidiary is a party entered into in the ordinary course of
      business; provided that such agreement prohibits the encumbrance of
      solely the property or assets of the Company or such Restricted Subsidiary
      that
      are the subject to such agreement, the payment rights arising thereunder or
      the
      proceeds thereof and does not extend to any other asset or property of the
      Company or such Restricted Subsidiary or the assets or property of another
      Restricted Subsidiary; and

     

    (14)  any
      encumbrances or restrictions of the type referred to in clauses (1), (2) and
      (3)
      of Section 4.08(a) hereof imposed by any amendments, modifications,
      restatements, renewals, increases, supplements, refundings, replacements or
      refinancings of the contracts, instruments or obligations referred to in clauses
      (1) through (13) of this Section 4.08(b); provided that such amendments,
      modifications, restatements, renewals, increases, supplements, refundings,
      replacements or refinancings are, in the good faith judgment of the Company,
      no
      more restrictive with respect to such encumbrance and other restrictions taken
      as a whole than those prior to such amendment, modification, restatement,
      renewal, increase, supplement, refunding, replacement or
      refinancing.

     

    SECTION
      4.09.  Limitation
      on the Incurrence of Indebtedness and Issuance of Disqualified Stock and
      Preferred Stock.

     

    (a)  The
      Company shall not, and shall not permit any Restricted Subsidiary to, directly
      or indirectly, create, incur, issue, assume, guarantee or otherwise become
      directly or indirectly liable, contingently or otherwise (collectively,
“incur” and collectively, an “incurrence”) with respect to any
      Indebtedness (including Acquired Indebtedness) and the 

     

    
      
        
        

      

      
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    Company
      shall not issue any shares of Disqualified Stock and shall not permit any
      Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred
      Stock; provided that the Company may incur Indebtedness (including
      Acquired Indebtedness) or issue shares of Disqualified Stock, and, subject
      to
      Section 4.09(c) hereof, any Restricted Subsidiary may incur Indebtedness
      (including Acquired Indebtedness), issue shares of Disqualified Stock and issue
      shares of Preferred Stock, if the Consolidated Leverage Ratio for the Test
      Period immediately preceding the date on which such additional Indebtedness
      is
      incurred or such Disqualified Stock or Preferred Stock is issued would have
      been
      less than (x) 8.00 to 1.00 if such Indebtedness is incurred or Disqualified
      or
      Preferred Stock issued on or after the Closing Date and on or prior to June
      30,
      2009 and (y) 7.50 to 1.00 if such Indebtedness is incurred or Disqualified
      or
      Preferred Stock issued after June 30, 2009, in each case determined on a pro
      forma basis (including a pro forma application of the net proceeds
      therefrom) as if the additional Indebtedness had been incurred, or the
      Disqualified Stock or Preferred Stock had been issued, as the case may be,
      and
      the application of proceeds therefrom had occurred, at the beginning of such
      Test Period.

     

    (b)  The
      provisions of Section 4.09(a) hereof shall not apply to:

     

    (1)  (A)
      the
      incurrence of Indebtedness under the Senior Secured Credit Facilities by the
      Issuers, the Company or any other Restricted Subsidiary and the issuance and
      creation of letters of credit and bankers’ acceptances thereunder (with letters
      of credit and bankers’ acceptances being deemed to have a principal amount equal
      to the face amount thereof) up to (i) an aggregate principal amount of $16,250.0
      million (which amount shall be reduced by the difference between $750.0 million
      and the amount drawn under the Senior Secured Credit Facilities for which the
      use of proceeds is limited to funding amounts paid, or committed to be paid,
      by
      the Company and its subsidiaries to purchase or otherwise acquire licenses
      and
      rights in the FCC 700 MHz Auction (including expenses incurred, or reasonably
      expected to be incurred, in connection therewith)) and (ii) $2,000.0 million
      minus the aggregate outstanding principal amount of secured indebtedness
      incurred under clause (23) below;

     

    (2)  the
      incurrence by the Issuers and any Guarantor of Indebtedness represented by
      the
      Notes (including any PIK Notes and any Guarantee) and the Exchange Notes and
      related exchange guarantees to be issued in exchange for the Notes and the
      Guarantees pursuant to the applicable Registration Rights Agreement (but
      excluding any Additional Notes and loans under the Senior Interim Facility
      (including any PIK interest which may be paid with respect
      thereto));

     

    (3)  Indebtedness
      of the Company and any Restricted Subsidiary in existence on the Closing Date
      including Existing Retained Indebtedness (other than Indebtedness described
      in
      clauses (1) and (2) of this Section 4.09(b));

     

    (4)  Indebtedness
      (including Capitalized Lease Obligations) and Disqualified Stock incurred or
      issued by the Company or any Restricted Subsidiary, and Preferred Stock issued
      by any Restricted Subsidiary, to finance the development, construction,
      purchase, lease, repairs and maintenance, or improvement of property (real
      or
      personal) 

     

    
      
        
        

      

      
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    or
      equipment that is used or useful in a Similar Business, whether through the
      direct purchase of assets or the Capital Stock of any Person owning such assets
      in an aggregate principal amount, together with any Refinancing Indebtedness
      in
      respect thereof and all other Indebtedness, Disqualified Stock and/or Preferred
      Stock incurred or issued and outstanding under this clause (4) not to exceed
      4.0% of Total Assets (in each case determined at the date of incurrence) at
      any
      time outstanding, so long as such Indebtedness, Disqualified Stock or Preferred
      Stock incurred or issued under this clause (4) is incurred or issued at the
      date
      of such purchase, lease or improvement, or is incurred within 270 days
      thereafter;

     

    (5)  Indebtedness
      incurred by the Company or any Restricted Subsidiary constituting reimbursement
      obligations with respect to letters of credit issued in the ordinary course
      of
      business, including, but not limited to, letters of credit in respect of
      workers’ compensation claims, or other Indebtedness with respect to
      reimbursement type obligations regarding workers’ compensation claims;
provided that, upon the drawing of such letters of credit or the
      incurrence of such Indebtedness, such obligations are reimbursed within 30
      days
      following such drawing or incurrence;

     

    (6)  Indebtedness
      arising from agreements of the Company or any Restricted Subsidiary providing
      for indemnification, adjustment of purchase price, earnouts or similar
      obligations, in each case, incurred or assumed in connection with the
      disposition of any business, assets or a Subsidiary, other than guarantees
      of
      Indebtedness incurred by any Person acquiring all or any portion of such
      business, assets or a Subsidiary for the purpose of financing such acquisition;
      provided that such Indebtedness is not reflected on the balance sheet of
      the Company or any Restricted Subsidiary (contingent obligations referred to
      in
      a footnote to financial statements and not otherwise reflected on the balance
      sheet will not be deemed to be reflected on such balance sheet for purposes
      of
      this clause (6));

     

    (7)  Indebtedness
      of the Company to a Restricted Subsidiary; provided that any such
      Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is
      expressly subordinated in right of payment to the Notes; provided,
      further that any subsequent issuance or transfer of any Capital Stock or any
      other event which results in any such Restricted Subsidiary ceasing to be a
      Restricted Subsidiary or any other subsequent transfer of any such Indebtedness
      (except to the Company or another Restricted Subsidiary) shall be deemed, in
      each case, to be an incurrence of such Indebtedness not permitted by this
      clause;

     

    (8)  Indebtedness
      of a Restricted Subsidiary to the Company or another Restricted Subsidiary;
      provided that if a Guarantor incurs such Indebtedness to a Restricted
      Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated
      in right of payment to the Guarantee of the Notes of such Guarantor;
provided, further that any subsequent transfer of any such Indebtedness
      (except to the Company or another Restricted Subsidiary) shall be deemed, in
      each case, to be an incurrence of such Indebtedness not permitted by this
      clause;

     

    
      
        
        

      

      
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    (9)  shares
      of
      Preferred Stock of a Restricted Subsidiary issued to the Company or another
      Restricted Subsidiary; provided that any subsequent issuance or transfer
      of any Capital Stock or any other event which results in any such Restricted
      Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent
      transfer of any such shares of Preferred Stock (except to the Company or another
      Restricted Subsidiary) shall be deemed, in each case, to be an issuance of
      such
      shares of Preferred Stock not permitted by this clause;

     

    (10)  Hedging
      Obligations (excluding Hedging Obligations entered into for speculative
      purposes) for the purpose of limiting interest rate risk with respect to any
      Indebtedness permitted to be incurred under this Section 4.09, exchange rate
      risk or commodity pricing risk;

     

    (11)  obligations
      in respect of self-insurance and obligations in respect of performance, bid,
      appeal and surety bonds and completion guarantees and similar obligations
      provided by the Company or any Restricted Subsidiary in the ordinary course
      of
      business;

     

    (12)  (A)
      Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified
      Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal
      amount or liquidation preference up to 100.0% of the net cash proceeds received
      by the Company since immediately after the Closing Date from the issue or sale
      of Equity Interests of the Company or cash contributed to the capital of the
      Company (in each case, other than proceeds of Disqualified Stock or sales of
      Equity Interests to the Company or any of its Subsidiaries) as determined in
      accordance with clauses (3)(B) and (3)(C) of Section 4.07(a)
      hereof  to the extent that such net cash proceeds or cash have not
      been applied pursuant to such clauses to make Restricted Payments or to make
      other Investments, payments or exchanges pursuant to Section 4.07(b) hereof
      or
      to make Permitted Investments (other than Permitted Investments specified in
      clause (1) or (3) of the definition thereof) and (B) Indebtedness or
      Disqualified Stock of the Company or, subject to Section 4.09(c) hereof,
      Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary
      not otherwise permitted hereunder in an aggregate principal amount or
      liquidation preference, which when aggregated with the principal amount and
      liquidation preference of all other Indebtedness, Disqualified Stock and
      Preferred Stock then outstanding and incurred pursuant to this clause (12)(B),
      does not at any one time outstanding exceed the greater of (x) $1,000.0 million
      and (y) 3.5% of Total Assets (it being understood that any Indebtedness,
      Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(B)
      shall cease to be deemed incurred or outstanding for purposes of this clause
      (12)(B) but shall be deemed incurred for the purposes of the first paragraph
      of
      this covenant from and after the first date on which the Company or such
      Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock
      or Preferred Stock under Section 4.09(a) hereof without reliance on this clause
      (12)(B));

     

    (13)  Indebtedness,
      Disqualified Stock or Preferred Stock that serves to extend, replace, refund,
      refinance, renew or defease any Indebtedness incurred or Disqualified


     

    
      
        
        

      

      
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    Stock
      or
      Preferred Stock issued as permitted under Section 4.09(a) hereof and clauses
      (2), (3), (4) and (12)(A) of this Section 4.09(b), this clause (13) and clause
      (14) of this Section 4.09(b) or any Indebtedness incurred or Disqualified Stock
      or Preferred Stock issued to so extend, replace, refund, refinance, renew or
      defease such Indebtedness, Disqualified Stock or Preferred Stock including
      additional Indebtedness, Disqualified Stock or Preferred Stock incurred to
      pay
      premiums (including reasonable tender premiums), defeasance costs and fees
      in
      connection therewith (the “Refinancing Indebtedness”) prior to its
      respective maturity; provided that such Refinancing
      Indebtedness:

     

            
      (A)           has a
      Weighted Average Life to Maturity at the time such Refinancing Indebtedness
      is
      incurred which is not less than the remaining Weighted Average Life to Maturity
      of the Indebtedness, Disqualified Stock or Preferred Stock being extended,
      replaced, refunded, refinanced, renewed or defeased;

     

                    
      (B)           to the
      extent that such Refinancing Indebtedness extends, replaces, refunds,
      refinances, renews or defeases (i) Indebtedness subordinated or pari
passu to the Notes or any Guarantee thereof, such Refinancing
      Indebtedness is subordinated or pari passu to the Notes or the Guarantee
      thereof at least to the same extent as the Indebtedness being extended,
      replaced, refunded, refinanced, renewed or defeased, (ii) Disqualified Stock
      or
      Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or
      Preferred Stock, respectively, issued by the same obligor under the Disqualified
      Stock or Preferred Stock being refinanced and (iii) Existing Retained
      Indebtedness of the Company, if such Indebtedness is incurred only by the
      Company; and

     

            
      (C)           shall not
      include:

     

                          (i)Indebtedness,
      Disqualified Stock or
      Preferred Stock of a Subsidiary of the Company that is not a Guarantor or any
      of
      the Issuers that refinances Indebtedness or Disqualified Stock of the Company
      or
      the Issuers;

     

                          (ii)Indebtedness,
      Disqualified Stock or
      Preferred Stock of a Subsidiary of the Company that is not a Guarantor that
      refinances the Indebtedness, Disqualified Stock or Preferred Stock of a
      Guarantor (other than the Company) or the Issuers; or

     

                          (iii)Indebtedness
      or Disqualified Stock of
      the Company or Indebtedness, Disqualified Stock or Preferred Stock of a
      Restricted Subsidiary that refinances the Indebtedness, Disqualified Stock
      or
      Preferred Stock of an Unrestricted Subsidiary;

     

    
      
        
        

      

      
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    provided,
      further, that subclause (A) of this clause (13) will not apply to any
      refunding or refinancing of any Obligations under Credit Facilities secured
      by
      Permitted Liens or the Senior Interim Facility;

     

    (14)         
      (A)
      Indebtedness or Disqualified Stock of the Company or, subject to Section 4.09(c)
      hereof, Indebtedness, Disqualified Stock or Preferred Stock of a Restricted
      Subsidiary incurred or issued to finance an acquisition or (B) Indebtedness,
      Disqualified Stock or Preferred Stock of Persons that are acquired by the
      Company or any Restricted Subsidiary or merged into the Company or a Restricted
      Subsidiary in accordance with the terms of this Indenture; provided that
      after giving effect to such acquisition or merger, either

     

                    
      (A)           the Company
      would be permitted to incur at least $1.00 of additional Indebtedness pursuant
      to the Consolidated Leverage Ratio Test, or

     

            
      (B)           the
      Consolidated Leverage Ratio would be lower than the Consolidated Leverage Ratio
      immediately prior to such acquisition or merger;

     

    (15)  Indebtedness
      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 five Business Days following its incurrence;

     

    (16)  Indebtedness
      of the Company or any Restricted Subsidiary supported by a letter of credit
      issued pursuant to any Credit Facilities, in a principal amount not in excess
      of
      the stated amount of such letter of credit;

     

    (17)  (A)
      any
      guarantee by the Company or a Restricted Subsidiary of Indebtedness, leases
      (other than capital leases) or other obligations of any Restricted Subsidiary
      that do not constitute Indebtedness so long as the incurrence of such
      Indebtedness incurred by such Restricted Subsidiary is permitted under the
      terms
      of this Indenture, or (B) any guarantee by a Restricted Subsidiary of
      Indebtedness of the Company; provided that such guarantee is incurred in
      accordance with Section 4.15 hereof;

     

    (18)  Indebtedness
      consisting of Indebtedness issued by the Company or any Restricted Subsidiary
      to
      current or former employees, directors, officers and consultants thereof, their
      respective Controlled Investment Affiliates or Immediate Family Members, in
      each
      case to finance the purchase or redemption of Equity Interests of the Company
      or
      any direct or indirect parent company of the Company to the extent described
      in
      clause (4) of Section 4.07(b) hereof;

     

    (19)  customer
      deposits and advance payments received in the ordinary course of business from
      customers for goods purchased in the ordinary course of business;

     

    
      
        
        

      

      
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    (20)  Indebtedness
      owed on a short-term basis of no longer than 30 days to banks and other
      financial institutions incurred in the ordinary course of business of the
      Company and the Restricted Subsidiaries with such banks or financial
      institutions that arises in connection with ordinary banking arrangements to
      manage cash balances of the Company and the Restricted
      Subsidiaries;

     

    (21)  Indebtedness
      incurred by a Restricted Subsidiary in connection with bankers’ acceptances,
      discounted bills of exchange or the discounting or factoring of receivables
      for
      credit management purposes, in each case incurred or undertaken in the ordinary
      course of business on arm’s length commercial terms on a recourse
      basis;

     

    (22)  Indebtedness
      of the Company or any Restricted Subsidiary consisting of (A) the financing
      of insurance premiums or (B) take-or-pay obligations contained in supply
      arrangements in each case, incurred in the ordinary course of
      business;

     

    (23)  Indebtedness
      incurred by the Company or any Restricted Subsidiary to finance (or to fund
      dividends or other distributions to the Company to finance) regularly scheduled
      principal and interest on, any mandatory redemption, repurchase or other
      retirement of, and any fees, premiums and expenses in respect of the Existing
      Retained Indebtedness of the Company as and when required to be
      paid;

     

    (24)  Indebtedness
      of the Company or any Restricted Subsidiary undertaken in connection with cash
      management and related activities with respect to any Subsidiary or joint
      venture in the ordinary course of business;

     

    (25)  [Reserved];

     

    (26)  the
      incurrence of Indebtedness by a Foreign Subsidiary in an amount not to exceed
      at
      any one time outstanding, together with any other Indebtedness incurred under
      this clause (26), 5.0% of the Foreign Subsidiary Total Assets (it being
      understood that any Indebtedness incurred pursuant to this clause (26) shall
      cease to be deemed incurred or outstanding for the purpose of this clause (26)
      but shall be deemed incurred for the purposes of Section 4.09(a) hereof from
      and
      after the first date on which the Issuers or such Restricted Subsidiaries could
      have incurred such Indebtedness under Section 4.09(a) hereof without reliance
      on
      this clause (26)); and

     

    (27)  all
      premiums (if any), interest (including, but not limited to, post-petition
      interest), fees, expenses, charges and additional or contingent interest on
      obligations described in clauses (1) through (26) of this Section
      4.09(b).

     

    (c)  Restricted
      Subsidiaries that are not Guarantors (other than the Issuers) may not incur
      Indebtedness or Disqualified Stock or Preferred Stock under Section 4.09(a)
      hereof or clause 12(B) or 14(A) of Section 4.09(b) hereof if, after giving
      pro forma effect to such incurrence or issuance (including a pro
      forma application of the net proceeds therefrom), the aggregate amount of
      Indebtedness and Disqualified Stock and Preferred Stock of Restricted


     

    
      
        
        

      

      
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    Subsidiaries
      (other than the Issuers) that are not Guarantors incurred or issued pursuant
      to
      Section 4.09(a) hereof and clauses 12(B) and 14(A) of Section 4.09(b) hereof,
      collectively, would exceed the greater of $900.0 million and 3.0% of Total
      Assets.

     

    (d)  For
      purposes of determining compliance with this Section 4.09:

     

    (1)  in
      the
      event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or
      any portion thereof) meets the criteria of more than one of the categories
      of
      Permitted Indebtedness, Disqualified Stock or Preferred Stock described in
      clauses (1) through (26) of Section 4.09(b) hereof or is entitled to be incurred
      pursuant to Section 4.09(a) hereof, the Company, in its sole discretion, will
      classify or reclassify such item of Indebtedness, Disqualified Stock or
      Preferred Stock (or any portion thereof) and will only be required to include
      the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock
      in one of the above clauses or under Section 4.09(a) hereof; provided
      that all Indebtedness outstanding under the Credit Facilities on the Closing
      Date will be treated as incurred on the Closing Date under clause (1) of Section
      4.09(b) hereof; and

     

    (2)  at
      the
      time of incurrence, the Company will be entitled to divide and classify an
      item
      of Indebtedness in more than one of the types of Indebtedness described in
      Section 4.09(a) and Section 4.09(b) hereof.

     

    Accrual
      of interest or dividends, the accretion of accreted value, the accretion or
      amortization of original issue discount and the payment of interest or dividends
      in the form of additional Indebtedness, Disqualified Stock or Preferred Stock,
      as the case may be, of the same class will not be deemed to be an incurrence
      of
      Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section
      4.09.

     

    For
      purposes of determining compliance with any U.S. dollar-denominated restriction
      on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount
      of Indebtedness denominated in a foreign currency shall be calculated based
      on
      the relevant currency exchange rate in effect on the date such Indebtedness
      was
      incurred, in the case of term debt, or first committed, in the case of revolving
      credit debt; provided that if such Indebtedness is incurred to refinance
      other Indebtedness denominated in a foreign currency, and such refinancing
      would
      cause the applicable U.S. dollar-denominated restriction to be exceeded if
      calculated at the relevant currency exchange rate in effect on the date of
      such
      refinancing, such U.S. dollar-denominated restriction shall be deemed not to
      have been exceeded so long as the principal amount of such refinancing
      Indebtedness does not exceed the principal amount of such Indebtedness being
      refinanced.

     

    The
      principal amount of any Indebtedness incurred to refinance other Indebtedness,
      if incurred in a different currency from the Indebtedness being refinanced,
      shall be calculated based on the currency exchange rate applicable to the
      currencies in which such respective Indebtedness is denominated that is in
      effect on the date of such refinancing.

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary, the Company shall not, and shall not permit any other
      Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired
      Indebtedness) that is subordinated or junior in right of payment to any
      Indebtedness of the Company or such Guarantor, as the case may be, unless such
      Indebtedness is expressly subordinated in right of payment to the Notes or
      such
      Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness
      is subordinated to other Indebtedness of the Company or such Guarantor, as
      the
      case may be.

     

    This
      Indenture will not treat (1) unsecured Indebtedness as subordinated or junior
      to
      secured indebtedness merely because it is unsecured or (2) unsubordinated
      indebtedness as subordinated or junior to any other unsubordinated indebtedness
      merely because it has a junior priority with respect to the same
      collateral.

     

    SECTION
      4.10.  Asset
      Sales.

     

    (a)  The
      Company shall not, and shall not permit any Restricted Subsidiary to, consummate
      directly or indirectly an Asset Sale, unless:

     

    (1)  the
      Company or such Restricted Subsidiary, as the case may be, receives
      consideration at the time of such Asset Sale at least equal to the fair market
      value of the assets sold or otherwise disposed of; and

     

    (2)  except
      in
      the case of a Permitted Asset Swap, at least 75.0% of the consideration therefor
      received by the Company or such Restricted Subsidiary, as the case may be,
      is in
      the form of Cash Equivalents; provided that the amount of the following
      shall be deemed to be Cash Equivalents for purposes of this provision and for
      no
      other purpose:

     

    (A)           any
      liabilities (as shown on the most recent balance sheet of the Company or such
      Restricted Subsidiary or in the footnotes thereto) of the Company or such
      Restricted Subsidiary, other than liabilities that are by their terms
      subordinated to the Notes, that are assumed by the transferee of any such assets
      (or a third party on behalf of such transferee) or for which the Company or
      such
      Restricted Subsidiary, as applicable, has been validly released by all creditors
      in writing;

     

    (B)           any
      securities, notes or other obligations or assets received by the Company or
      such
      Restricted Subsidiary from such transferee that are converted by the Company
      or
      such Restricted Subsidiary into cash (to the extent of the cash received) within
      180 days following the closing of such Asset Sale; or

     

    (C)           any
      Designated Non-cash Consideration received by the Company or such Restricted
      Subsidiary in such Asset Sale having an aggregate fair market value, taken
      together with all other Designated Non-cash Consideration received pursuant
      to
      this clause (c) that is at that time outstanding, not to exceed 5.0% of


     

    
      
        
        

      

      
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    Total
      Assets at the time of the receipt of such Designated Non-cash Consideration,
      with the fair market value of each item of Designated Non-cash Consideration
      being measured at the time received and without giving effect to subsequent
      changes in value.

     

    (b)  Within
      450 days after the receipt of any Net Proceeds of any Asset Sale, the Company
      or
      such Restricted Subsidiary, at its option, may apply or cause to be applied
      the
      Net Proceeds from such Asset Sale,

     

    (1)           to
      permanently reduce:

     

           
      (A)   Obligations
      under the Senior Secured Credit Facilities and, in the case of Obligations
      under
      revolving credit facilities or other similar Indebtedness, to correspondingly
      reduce commitments with respect thereto;

     

           
      (B)       Obligations
      under unsubordinated indebtedness that is secured by a Lien, which Lien is
      permitted by this Indenture, and, in the case of Obligations under revolving
      credit facilities or other similar Indebtedness, to correspondingly reduce
      commitments with respect thereto;

     

       
      (C)           Obligations
      under other unsubordinated indebtedness (in the case of Obligations under
      revolving credit facilities or other similar Indebtedness, to correspondingly
      reduce commitments with respect thereto); provided that the Issuers shall
      equally and ratably reduce Obligations under the Notes by, at their option,
      (i)
      redeeming Notes if they are then redeemable as provided under Section 3.07
      hereof, (ii) making an offer (in accordance with the procedures set forth in
      Section 3.09 and Section 4.10(d) hereof) to all Holders to purchase their Notes
      at 100.0% of the principal amount thereof, plus the amount of accrued but unpaid
      interest, if any, on the principal amount of Notes to be repurchased or (iii)
      purchasing Notes through open market purchases (to the extent that such
      purchases are at a price equal to or higher than 100.0% of the principal amount
      thereof) in a manner that complies with this Indenture and applicable securities
      law; or

     

    (D)          
      Indebtedness
      of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness
      owed
      to the Company or another Restricted

    Subsidiary;
      or

     

    (2)           to
      make (A) an Investment in any one or more businesses; provided that such
      Investment in any business is in the form of the acquisition of Capital Stock
      and results in the Company or any Restricted Subsidiary owning an amount of
      the
      Capital Stock of such business such that it constitutes a Restricted Subsidiary,
      (B) acquisition of properties, (C) capital expenditures or (D) acquisitions
      of
      other assets, that, in each of (A), (B), (C) and (D), are used or useful in
      a
      Similar Business or replace the businesses, properties and/or assets that are
      the subject of such Asset Sale; provided that a binding 

     

    
      
        
        

      

      
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    commitment
      shall be treated as a permitted application of the Net Proceeds in accordance
      with the requirements of this clause (2) from the date of such commitment so
      long as the Company or such Restricted Subsidiary enters into such commitment
      with the good faith expectation that such Net Proceeds will be applied to
      satisfy such commitment within 180 days of such commitment (an “Acceptable
      Commitment”) and, in the event that any Acceptable Commitment is later
      cancelled or terminated for any reason before the Net Proceeds are applied
      in
      connection therewith, the Company or such Restricted Subsidiary enters into
      another Acceptable Commitment (a “Second Commitment”) within 180 days of
      such cancellation or termination; provided, further, that if any
      Second Commitment is later cancelled or terminated for any reason before such
      Net Proceeds are applied, then such Net Proceeds shall constitute Excess
      Proceeds.

     

    (c)  Any
      Net
      Proceeds from the Asset Sale that are not invested or applied as provided and
      within the time period set forth in Section 4.10(b) hereof will be deemed to
      constitute “Excess Proceeds.”  When the aggregate amount of
      Excess Proceeds exceeds $200.0 million, the Issuers shall make an offer to
      all
      Holders and, if required by the terms of any Indebtedness that is pari
      passu with the Notes (“Pari Passu Indebtedness”), to the holders of
      such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the
      maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness
      that is in an amount equal to at least $2,000, that may be purchased out of
      the
      Excess Proceeds at an offer price in cash in an amount equal to 100.0% of the
      principal amount thereof (or accreted value thereof, if less), plus accrued
      and
      unpaid interest, if any, to the date fixed for the closing of such offer, in
      accordance with the procedures set forth in this Indenture.  The
      Issuers will commence an Asset Sale Offer within ten Business Days after the
      date on which the aggregate amount of Excess Proceeds exceeds $200.0 million
      by
      delivering the notice required pursuant to the terms of this Indenture, with
      a
      copy to the Trustee.  The Issuers may satisfy the foregoing
      obligations with respect to any Net Proceeds from an Asset Sale by making an
      Asset Sale Offer with respect to such Net Proceeds prior to the expiration
      of
      the relevant 450-day period (or such longer period as provided above) or with
      respect to Excess Proceeds of $200.0 million or less; provided that any
      such Asset Sale Offer shall be in an aggregate amount of not less than $25.0
      million.

     

    To
      the
      extent that the aggregate amount of Notes and such Pari Passu Indebtedness
      tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,
      the
      Issuers may use any remaining Excess Proceeds for general corporate purposes,
      subject to other covenants contained in this Indenture.  If the
      aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered
      by such holders thereof exceeds the amount of the Excess Proceeds, the Trustee
      shall select the Notes and the Issuers shall select such Pari Passu Indebtedness
      to be purchased on a pro rata basis based on the accreted value or
      principal amount of the Notes or such Pari Passu Indebtedness
      tendered.  Upon completion of any such Asset Sale Offer, the amount of
      Excess Proceeds that resulted in the Asset Sale Offer shall be reset to
      zero.

     

    (d)  Pending
      the final application of any Net Proceeds pursuant to this Section 4.10, the
      holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce
      Indebtedness outstanding under a revolving credit facility or otherwise invest
      such Net Proceeds in any manner not prohibited by this Indenture.

     

    
      
        
        

      

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

     

    SECTION
      4.11.  Transactions
      with Affiliates.

     

    (a)  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 of the Issuers
      (each of the foregoing, an “Affiliate Transaction”) involving aggregate
      payments or consideration in excess of $25.0 million, unless:

     

    (1)  such
      Affiliate Transaction is on terms that are not materially 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 on an arm’s-length basis; and

     

    (2)  the
      Company delivers to the Trustee with respect to any Affiliate Transaction or
      series of related Affiliate Transactions involving aggregate payments or
      consideration in excess of $75.0 million, a resolution adopted by the majority
      of the board of directors of the Company approving such Affiliate Transaction
      and set forth in an Officer’s Certificate certifying that such Affiliate
      Transaction complies with clause (1) of this Section 4.11(a).

     

    (b)  The
      provisions of Section 4.11(a) hereof will not apply to the
      following:

     

    (1)  transactions
      between or among the Company or any Restricted Subsidiary;

     

    (2)  Restricted
      Payments permitted under Section 4.07 hereof and the definition of “Permitted
      Investments”;

     

    (3)  the
      payment of management, consulting, monitoring, advisory and other fees and
      related expenses pursuant to the Management Fee Agreement (plus any unpaid
      management, consulting, monitoring, advisory and other fees and related expenses
      accrued in any prior year) and the termination fees pursuant to the Management
      Fee Agreement, or any amendment thereto so long as any such amendment is not
      disadvantageous in the good faith judgment of the board of directors of the
      Company to the Holders when taken as a whole, as compared to the Management
      Fee
      Agreement as in effect on the Closing Date;

     

    
      
        
        

      

      
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    (4)  the
      payment of reasonable and customary fees paid to, and indemnities provided
      for
      the benefit of, current or former employees, directors, officers or consultants
      of the Company, any direct or indirect parent companies of the Company or any
      Restricted Subsidiary;

     

    (5)  transactions
      in which the Company or any Restricted Subsidiary, as the case may be, delivers
      to the Trustee a letter from an Independent Financial Advisor stating that
      such
      transaction is fair to the Company or such Restricted Subsidiary from a
      financial point of view or stating that the terms are not materially 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 on an arm’s-length
      basis;

     

    (6)  any
      agreement, instrument or arrangement as in effect as of the Closing Date, or
      any
      amendment thereto (so long as any such amendment is not disadvantageous in
      the
      good faith judgment of the board of directors of the Company to the Holders
      when
      taken as a whole as compared to the applicable agreement as in effect on the
      Closing Date);

     

    (7)  the
      existence of, or the performance by the Company or any Restricted Subsidiary
      of
      its obligations under the terms of, any stockholders agreement (including,
      but
      not limited to, any registration rights agreement or purchase agreement related
      thereto) to which it is a party as of the Closing Date and any similar
      agreements which it may enter into thereafter; provided that the
      existence of, or the performance by the Company or any Restricted Subsidiary
      of
      obligations under any future amendment to any such existing agreement or under
      any similar agreement entered into after the Closing Date shall only be
      permitted by this clause (7) to the extent that the terms of any such amendment
      or new agreement are not otherwise disadvantageous in the good faith judgment
      of
      the board of directors of the Company to the Holders when taken as a
      whole;

     

    (8)  the
      Transactions and the payment of all fees and expenses related to the
      Transactions, in each case as contemplated by the Offering
      Memorandum;

     

    (9)  transactions
      with customers, clients, suppliers, contractors, joint venture partners or
      purchasers or sellers of goods or services that are Affiliates, in each case
      in
      the ordinary course of business and otherwise in compliance with the terms
      of
      this Indenture that are fair to the Company and the Restricted Subsidiaries,
      in
      the reasonable determination of the board of directors of the Company or the
      senior management thereof, or are on terms at least as favorable as might
      reasonably have been obtained at such time from an unaffiliated
      party;

     

    (10)  the
      issuance of Equity Interests (other than Disqualified Stock) of the Company
      to
      any Permitted Holder or to any employee, director, officer or consultant (or
      their respective Controlled Investment Affiliates or Immediate Family Members)
      of the 

     

    
      
        
        

      

      
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    Company,
      any of the direct or indirect parent companies of the Company or any Restricted
      Subsidiary;

     

    (11)  sales
      of
      accounts receivable, or participations therein, or Securitization Assets or
      related assets in connection with any Qualified Securitization
      Facility;

     

    (12)  payments
      by the Company or any Restricted Subsidiary to any of the Investors made for
      any
      financial advisory, financing, underwriting or placement services or in respect
      of other investment banking activities, including, without limitation, in
      connection with acquisitions or divestitures which payments are approved by
      a
      majority of the board of directors of the Company in good faith;

     

    (13)  payments
      and issuances of Indebtedness and Disqualified Stock (and cancellations of
      any
      thereof) of the Company and the Restricted Subsidiaries and Preferred Stock
      (and
      cancellation of any thereof) of any Restricted Subsidiary to any current or
      former employee, director, officer or consultant (or their respective Controlled
      Investment Affiliates or Immediate Family Members) of the Company, any of its
      Subsidiaries or any of its direct or indirect parent companies pursuant to
      any
      management equity plan or stock option plan or any other management or employee
      benefit plan or agreement or any stock subscription or shareholder agreement,
      and any employment agreements, stock option plans and other compensatory
      arrangements (and any successor plans thereto) and any supplemental executive
      retirement benefit plans or arrangements with any such employees, directors,
      officers or consultants (or their respective Controlled Investment Affiliates
      or
      Immediate Family Members) that are, in each case, approved by the board of
      directors of the Company in good faith;

     

    (14)  investments
      by any of the Investors in securities of the Company or any Restricted
      Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such
      Investors in connection therewith) so long as (a) the investment is being
      offered generally to other investors on the same or more favorable terms and
      (b)
      the investment constitutes less than 5.0% of the proposed or outstanding issue
      amount of such class of securities;

     

    (15)  payments
      to or from, and transactions with, any joint venture in the ordinary course
      of
      business (including, without limitation, any cash management activities related
      thereto); provided that the joint venture is between the Company or one
      of the Restricted Subsidiaries and a Person or Persons that are not otherwise
      Affiliates of the Company;

     

    (16)  payments
      by the Company (and any direct or indirect parent company thereof) and its
      Subsidiaries pursuant to tax sharing arrangements among the Company (and any
      such parent company) and its Subsidiaries; provided that in each case the
      amount of such payments in any fiscal year does not exceed the amount that
      the
      Company, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to
      the
      extent of amount received from Unrestricted Subsidiaries) would be required
      to
      pay in respect of

     

    
      
        
        

      

      
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    foreign,
      federal, state and local taxes for such fiscal year were the Company, the
      Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent
      described above) to pay such taxes separately from any such parent
      entity;

     

    (17)  any
      lease
      entered into between the Company or any Restricted Subsidiary, as lessee, and
      any Affiliate of the Company, as lessor, which is approved by a majority of
      the
      disinterested members of the board of directors of the Company in good
      faith;

     

    (18)  intellectual
      property licenses in the ordinary course of business; and

     

    (19)  investments
      by the Investors in securities of the Issuers or any of the Restricted
      Subsidiaries so long as (i) the investment is being offered generally to other
      investors on the same or more favorable terms and (ii) the investment
      constitutes less than 5% of the proposed or outstanding issue amount of such
      class of securities.

     

    SECTION
      4.12.  Liens.  The
      Company shall not, and shall not permit any of the Issuers or any other
      Guarantor to, directly or indirectly, create, incur, assume or suffer to exist
      any Lien (except Permitted Liens) that secures Obligations under any
      Indebtedness or any related Guarantee, on any asset or property of the Company,
      the Issuers or any other Guarantor, or any income or profits therefrom, or
      assign or convey any right to receive income therefrom, unless:

     

    (1)  in
      the
      case of Liens securing Subordinated Indebtedness, the Notes and related
      Guarantees are secured by a Lien on such property, assets or proceeds that
      is
      senior in priority to such Liens; and

     

    (2)  in
      all
      other cases, the Notes or the Guarantees are equally and ratably
      secured;

     

    except
      that the foregoing shall not apply to (A) Liens equally and ratably securing
      the
      Notes and the related Guarantees and the Senior Interim Facility, (B) Liens
      securing Indebtedness permitted to be incurred under Credit Facilities,
      including, but not limited to, any letter of credit facility relating thereto,
      that was permitted by the terms of this Indenture to be incurred pursuant to
      clause (1) of Section 4.09(b) hereof and (C) Liens securing Indebtedness
      permitted to be incurred pursuant to Section 4.09 hereof; provided that,
      with respect to Liens securing Indebtedness permitted under this subclause
      (C),
      at the time of incurrence and after giving pro forma effect thereto, the
      Senior Secured Leverage Ratio would be no greater than 5.25 to
      1.00.  Any Lien which is granted to secure the Notes under this
      Section 4.12 shall be discharged at the same time as the discharge of the Lien
      (other than through the exercise of remedies with respect thereto) that gave
      rise to the obligations to secure the Notes.

     

    SECTION
      4.13.  Company
      Existence.  Subject
      to Article V hereof, the Company shall do or cause to be done all things
      necessary to preserve and keep in full force and effect (i) its company
      existence, and the corporate, partnership or other existence of each Restricted
      Subsidiary, in accordance with the respective organizational documents (as
      the
      same may be amended from time to time) of the Company or any such Restricted
      Subsidiary and (ii) 

     

    
      
        
        

      

      
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    the
      rights (charter and statutory), licenses and franchises of the Company and
      the
      Restricted Subsidiaries; provided that the Company shall not be required
      to preserve any such right, license or franchise, or the corporate, partnership
      or other existence of the Restricted Subsidiaries, if the Company in good faith
      shall determine that the preservation thereof is no longer desirable in the
      conduct of the business of the Company and the Restricted Subsidiaries, taken
      as
      a whole.

     

    SECTION
      4.14.  Offer
      to Repurchase Upon Change of Control.  If
      a Change of Control occurs, unless the Issuers have previously or concurrently
      delivered a redemption notice with respect to all outstanding Notes as described
      under Section 3.07 hereof, the Issuers shall make an offer to purchase all
      of
      the Notes pursuant to the offer described below (the “Change of Control
      Offer”) at a price in cash (the “Change of Control Payment”) equal to
      101.0% of the aggregate principal amount thereof plus accrued and unpaid
      interest, if any, to the date of purchase, subject to the right of Holders
      of
      record on the relevant Record Date to receive interest due on the relevant
      Interest Payment Date.  Within 30 days following any Change of
      Control, the Issuers shall deliver notice of such Change of Control Offer
      electronically or by first-class mail, with a copy to the Trustee, to each
      Holder to the address of such Holder appearing in the Note Register or otherwise
      in accordance with the procedures of DTC with the following
      information:

     

    (1)  that
      a
      Change of Control Offer is being made pursuant to this Section 4.14 and that
      all
      Notes properly tendered pursuant to such Change of Control Offer will be
      accepted for payment by the Issuers;

     

    (2)  the
      purchase price and the purchase date, which will be no earlier than 30 days
      nor
      later than 60 days from the date on which such notice is delivered (the
“Change of Control Payment Date”);

     

    (3)  that
      any
      Note not properly tendered will remain outstanding and continue to accrue
      interest;

     

    (4)  that
      unless the Issuers default on the payment of the Change of Control Payment,
      all
      Notes accepted for payment pursuant to the Change of Control Offer will cease
      to
      accrue interest on the Change of Control Payment Date;

     

    (5)  that
      Holders electing to have any Notes purchased pursuant to a Change of Control
      Offer will be required to surrender such Notes, with the form entitled “Option
      of Holder to Elect Purchase” on the reverse of such Notes completed, to the
      paying agent specified in the notice at the address specified in the notice
      prior to the close of business on the third Business Day preceding the Change
      of
      Control Payment Date;

     

    (6)  that
      Holders will be entitled to withdraw their tendered Notes and their election
      to
      require the Issuers to purchase such Notes; provided that the Paying
      Agent receives, not later than the close of business on the expiration date
      of
      the Change of Control Offer, a facsimile transmission, an electronic mail or
      letter setting forth the name of the Holder, the principal amount of Notes
      tendered for purchase, and a statement that 

     

    
      
        
        

      

      
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    such
      Holder is withdrawing its tendered Notes and its election to have such Notes
      purchased;

     

    (7)  that
      Holders whose Notes are being purchased only in part will be issued new Notes
      and such new Notes will be equal in principal amount to the unpurchased portion
      of the Notes surrendered.  The unpurchased portion of the Notes must
      be equal to at least $2,000 or an integral multiple of $1,000 thereafter in
      the
      case of the Cash-Pay Notes and at least $2,000 in the case of the Toggle
      Notes;

     

    (8)  if
      such
      notice is delivered prior to the occurrence of a Change of Control, stating
      that
      the Change of Control Offer is conditional on the occurrence of such Change
      of
      Control; and

     

    (9)  the
      other
      instructions, as determined by the Issuers, consistent with this Section 4.14,
      that a Holder must follow.

     

    The
      Issuers will comply with the requirements of Rule 14e-1 under the Exchange
      Act
      and any other securities laws and regulations thereunder to the extent that
      such
      laws or regulations are applicable in connection with the repurchase of Notes
      pursuant to a Change of Control Offer.  To the extent that the
      provisions of any securities laws or regulations conflict with the provisions
      of
      this Indenture, the Issuers shall comply with the applicable securities laws
      and
      regulations and shall not be deemed to have breached their obligations under
      this Indenture by virtue thereof.

     

    (b)  On
      the
      Change of Control Payment Date, the Issuers shall, to the extent permitted
      by
      law:

     

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

     

    (2)  deposit
      with the Paying Agent an amount equal to the aggregate amount of the Change
      of
      Control Payment in respect of all Notes or portions thereof so tendered;
      and

     

    (3)  deliver,
      or cause to be delivered, to the Trustee for cancellation the Notes so accepted
      together with an Officer’s Certificate of any of the Issuers to the Trustee
      stating that such Notes or portions thereof have been tendered to and purchased
      by the Issuers.

     

    (c)  The
      Issuers shall not be required to make a Change of Control Offer following a
      Change of Control if a third party makes the Change of Control Offer in the
      manner, at the times and otherwise in compliance with the requirements set
      forth
      in this Indenture applicable to a Change of Control Offer made by the Issuers
      and purchases all Notes validly tendered and not withdrawn under such Change
      of
      Control Offer.

     

    
      
        
        

      

      
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    (d)  Notwithstanding
      anything to the contrary herein, a Change of Control Offer may be made in
      advance of a Change of Control, conditional upon such Change of Control, if
      a
      definitive agreement is in place for the Change of Control at the time of making
      of the Change of Control Offer.

     

    (e)  Other
      than as specifically provided in this Section 4.14, any purchase pursuant to
      this Section 4.14 shall be made pursuant to the provisions of Sections 3.02,
      3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and
      similar words shall be deemed to refer to “purchase,” “repurchase” and similar
      words, as applicable.

     

    SECTION
      4.15.  Limitation
      on Guarantees of Indebtedness by Restricted Subsidiaries.  The
      Company shall not permit any of its Wholly-Owned Subsidiaries that are
      Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such
      non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities
      of
      the Company or any other Guarantor), other than the Issuers, any Guarantor
      (other than the Company), a Foreign Subsidiary or a Securitization Subsidiary,
      to guarantee the payment of any Indebtedness of the Company or any other
      Guarantor unless:

     

    (1)  such
      Restricted Subsidiary within 30 days executes and delivers a supplemental
      indenture to this Indenture providing for a Guarantee by such Restricted
      Subsidiary, except that with respect to a guarantee of Indebtedness of the
      Company or any other Guarantor, if such Indebtedness is by its express terms
      subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any
      such guarantee by such Restricted Subsidiary with respect to such Indebtedness
      shall be subordinated in right of payment to such Guarantee substantially to
      the
      same extent as such Indebtedness is subordinated to the Notes; and

     

    (2)  such
      Restricted Subsidiary waives and shall not in any manner whatsoever claim or
      take the benefit or advantage of, any rights of reimbursement, indemnity or
      subrogation or any other rights against the Company or any other Restricted
      Subsidiary as a result of any payment by such Restricted Subsidiary under its
      Guarantee;

     

    provided
      that this Section 4.15 shall not be applicable to (i) any guarantee of any
      Restricted Subsidiary that existed at the time when such Person became a
      Restricted Subsidiary and was not incurred in connection with, or in
      contemplation of, such Person becoming a Restricted Subsidiary and (ii)
      guarantees of any Qualified Securitization Facility by any Securitization
      Subsidiary.

     

    SECTION
      4.16.  Corporate
      Co-Issuer.  ACI
      will always maintain a Wholly-Owned Subsidiary of ACI organized as a corporation
      under the laws of the United States of America, any state thereof, the District
      of Columbia or any territory thereof that will serve as a co-issuer of the
      Notes
      unless ACI is itself a corporation under the laws of the United States of
      America, any state thereof or the District of Columbia.

     

    
      
        
        

      

      
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    In
      addition to the other restrictions set forth in this Indenture, the Co-Issuer
      may not hold any material assets, invest any of its assets in “Securities” as
      such term is defined in the Investment Company Act, become liable for any
      material obligations or engage in any significant business activities;
provided that the Co-Issuer may be a co-obligor with respect to
      Indebtedness if ACI is an obligor of such Indebtedness.

     

    SECTION
      4.17.  Suspension
      of Covenants.

     

    (a)  During
      any period of time when (i) the Notes have Investment Grade Ratings from both
      Rating Agencies and (ii) no Default has occurred and is continuing under this
      Indenture (the occurrence of the events described in the foregoing clauses
      (i)
      and (ii) being collectively referred to as a “Covenant Suspension Event”
and the date thereof being referred to as the “Suspension Date”), then,
      Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10
      hereof, Section 4.11 hereof, clause (4) of Section 5.01(a) hereof and clause
      (4)
      of Section 5.01(C) hereof shall not be applicable to the Notes (collectively,
      the “Suspended Covenants”).

     

    (b)  During
      any period when the foregoing covenants have been suspended, the Company may
      not
      designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to
      the
      second sentence of the definition of “Unrestricted Subsidiary.”

     

    (c)  In
      the
      event that the Company and the Restricted Subsidiaries are not subject to the
      Suspended Covenants under this Indenture for any period of time as a result
      of
      the foregoing, and on any subsequent date (the “Reversion Date”) on which
      one or both of the Rating Agencies withdraw their Investment Grade Rating or
      downgrade the rating assigned to the Notes below an Investment Grade Rating,
      the
      Company and the Restricted Subsidiaries will thereafter again be subject to
      the
      Suspended Covenants under this Indenture with respect to future
      events.  The period of time between the Suspension Date and the
      Reversion Date is referred to in this Section 4.17 as the “Suspension
      Period.”  Upon the occurrence of a Covenant Suspension Event, the
      amount of Excess Proceeds from Net Proceeds shall be reset to zero.

     

    (d)  Notwithstanding
      the foregoing, in the event of any such reinstatement, no action taken or
      omitted to be taken by the Company or any Restricted Subsidiaries prior to
      such
      reinstatement will give rise to a Default under this Indenture with respect
      to
      the Notes; provided that (1) with respect to Restricted Payments made
      after such reinstatement, the amount available to be made as Restricted Payments
      will be calculated as though Section 4.07 hereof had been in effect prior to,
      but not during, the Suspension Period; and (2) all Indebtedness incurred or
      Disqualified Stock issued during the Suspension Period will be classified to
      have been incurred or issued pursuant to clause (3) of Section 4.09(b)
      hereof.

     

    (e)  The
      Issuers shall deliver promptly to the Trustee an Officer’s Certificate of any of
      the Issuers notifying it of any event set forth under this Section
      4.17.

     

    
      
        
        

      

      
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    ARTICLE
      V

    


    SUCCESSORS

     

    SECTION
      5.01.  Merger,
      Consolidation or Sale of All or Substantially All Assets.

     

    (a)  Neither
      Issuer may consolidate or merge with or into or wind up into (whether or not
      such Issuer is the surviving Person), or sell, assign, transfer, lease, convey
      or otherwise dispose of all or substantially all of its properties or assets,
      in
      one or more related transactions, to any Person unless:

     

    (1)  such
      Issuer is the surviving Person or the Person formed by or surviving any such
      consolidation or merger (if other than such Issuer) or to which such sale,
      assignment, transfer, lease, conveyance or other disposition will have been
      made, is a Person organized or existing under the laws of the United States,
      any
      state thereof, the District of Columbia, or any territory thereof (such Person,
      as the case may be, being herein called the “Successor Issuer”);
provided that in the case where the surviving Person is not a
      corporation, a co-obligor of the Notes is a corporation;

     

    (2)  the
      Successor Issuer, if other than such Issuer, expressly assumes all the
      obligations of such Issuer under the Notes pursuant to supplemental indentures
      or other documents or instruments;

     

    (3)  immediately
      after such transaction, no Default exists;

     

    (4)  immediately
      after giving pro forma effect to such transaction and any related
      financing transactions, as if such transactions had occurred at the beginning
      of
      the applicable Test Period,

     

    (A)           the
      Successor Issuer or, if such Issuer is the surviving Person, such Issuer would
      be permitted to incur at least $1.00 of additional Indebtedness pursuant to
      the
      Consolidated Leverage Ratio Test, or

     

    (B)           the
      Consolidated Leverage Ratio for the Company and the Restricted Subsidiaries
      would be lower than the Consolidated Leverage Ratio for the Company and the
      Restricted Subsidiaries immediately prior to such transaction;

     

    (5)  each
      Guarantor, unless it is the other party to the transactions described above,
      in
      which case clause (1)(B) of Section 5.01(e) hereof shall apply, shall have
      by
      supplemental indenture confirmed that its Guarantee shall apply to such Person’s
      obligations under this Indenture, the Notes and the applicable Registration
      Rights Agreement; and

     

    
      
        
        

      

      
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    (6)  such
      Issuer shall have delivered to the Trustee an Officer’s Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger or transfer
      and
      such supplemental indentures, if any, comply with this Indenture.

     

    (b)  The
      Successor Issuer will succeed to, and be substituted for, such Issuer under
      this
      Indenture, the Guarantees and the Notes, as
      applicable.  Notwithstanding clauses (3) and (4) of Section 5.01(a)
      hereof,

     

    (1)  any
      Restricted Subsidiary may consolidate with or merge into or transfer all or
      part
      of its properties and assets to an Issuer, and

     

    (2)  an
      Issuer
      may merge with one of its Affiliates (other than with the other Issuer) solely
      for the purpose of reincorporating such Issuer in the District of Columbia,
      another state of the United States or any territory thereof so long as the
      amount of Indebtedness of such Issuer and the Restricted Subsidiaries is not
      increased thereby.

     

    Notwithstanding
      anything to the contrary in the foregoing, Section 5.01 hereof shall not apply
      in the event that any Issuer in its sole discretion converts into a limited
      liability company existing under the laws of the jurisdiction of organization
      of
      such Issuer and undertakes any transactions related or incidental thereto at
      any
      time after the Closing Date; provided that in the case of such
      conversion, a co-obligor of the Notes is a corporation.

     

    (c)  The
      Company may not consolidate or merge with or into or wind up into (whether
      or
      not the Company is the surviving corporation), or sell, assign, transfer, lease,
      convey or otherwise dispose of all or substantially all of its properties or
      assets, in one or more related transactions, to any Person unless:

     

    (1)  the
      Company is the surviving corporation or the Person formed by or surviving any
      such consolidation or merger (if other than the Company) or to which such sale,
      assignment, transfer, lease, conveyance or other disposition will have been
      made, is a Person organized or existing under the laws of the United States,
      any
      state thereof, the District of Columbia, or any territory thereof (such Person,
      as the case may be, being herein called the “Successor
      Company”);

     

    (2)  the
      Successor Company, if other than the Company, expressly assumes all the
      obligations of the Company under the Notes pursuant to supplemental indentures
      or other documents or instruments;

     

    (3)  immediately
      after such transaction, no Default exists;

     

    (4)  immediately
      after giving pro forma effect to such transaction and any related
      financing transactions, as if such transactions had occurred at the beginning
      of
      the applicable Test Period,

     

    
      
        
        

      

      
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    (A)           the
      Successor Company or, if the Company is the surviving Person, the Company,
      would
      be permitted to incur at least $1.00 of additional Indebtedness pursuant to
      the
      Consolidated Leverage Ratio Test, or

     

    (B)           the
      Consolidated Leverage Ratio for the Successor Company and its Restricted
      Subsidiaries or, if the Company is the surviving Person, the Company and the
      Restricted Subsidiaries, would be less than the Consolidated Leverage Ratio
      for
      the Company and the Restricted Subsidiaries immediately prior to such
      transaction; and

     

    (5)  the
      Company shall have delivered to the Trustee an Officer’s Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger or transfer
      and
      such supplemental indentures, if any, comply with this Indenture.

     

    (d)  The
      Successor Company will succeed to, and be substituted for, the Company under
      this Indenture, the Guarantees and the Notes, as
      applicable.  Notwithstanding clauses (3) and (4) of Section 5.01(c)
      hereof,

     

    (1)  any
      Restricted Subsidiary may consolidate with or merge into or transfer all or
      part
      of its properties and assets to the Company, and

     

    (2)  the
      Company may merge with an Affiliate of the Company solely for the purpose of
      reincorporating the Company in the United States, any state thereof, or the
      District of Columbia, or any territory thereof so long as the amount of
      Indebtedness of the Company and the Restricted Subsidiaries is not increased
      thereby.

     

    (e)  Subject
      to Section 10.06 hereof, no Guarantor will, and the Company will not permit
      any
      Guarantor to, consolidate or merge with or into or wind up into (whether or
      not
      the Company, an Issuer or such Guarantor is the surviving Person), or sell,
      assign, transfer, lease, convey or otherwise dispose of all or substantially
      all
      of its properties or assets, in one or more related transactions, to any Person
      unless:

     

    (1)  (A)  such
      Guarantor is the surviving Person or the Person formed by or surviving any
      such
      consolidation or merger (if other than such Guarantor) or to which such sale,
      assignment, transfer, lease, conveyance or other disposition will have been
      made
      is a Person organized or existing under the laws of the United States, any
      state
      thereof or the District of Columbia, or any territory thereof (such Person
      being
      herein called the “Successor Guarantor”);

     

    (B)           the
      Successor Guarantor expressly assumes all the obligations of such Guarantor
      under this Indenture and such Guarantor’s related Guarantee pursuant to
      supplemental indentures or other documents or instruments;

     

    (C)           immediately
      after such transaction, no Default exists; and

     

    
      
        
        

      

      
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    (D)           the
      Issuers shall have delivered to the Trustee an Officer’s Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger or transfer
      and
      such supplemental indentures, if any, comply with this Indenture;
      or

     

    (2)  the
      transaction is made in compliance with Section 4.10 hereof.

     

    (f)  Subject
      to Section 10.06 hereof, the Successor Guarantor will succeed to, and be
      substituted for, such Guarantor under this Indenture and such Guarantor’s
      Guarantee.  Notwithstanding the foregoing, any Guarantor (other than
      the Company) may (1) merge into or transfer all or part of its properties and
      assets to another Guarantor or any of the Issuers, (2) merge with an Affiliate
      of the Issuers solely for the purpose of reincorporating such Guarantor in
      the
      District of Columbia, another state of the United States or any territory
      thereof or (3) convert into a corporation, partnership, limited partnership,
      limited liability company or trust organized or existing under the laws of
      the
      jurisdiction of organization of such Guarantor.

     

    (g)  Notwithstanding
      anything to the contrary, the merger contemplated by the Transaction Agreement
      shall be permitted without compliance with this Section 5.01.

     

    SECTION
      5.02.  Successor
      Person Substituted.  Upon
      any consolidation or merger, or any sale, assignment, transfer, lease,
      conveyance or other disposition of all or substantially all of the assets of
      the
      Company or a Guarantor in accordance with Section 5.01 hereof, the successor
      Person formed by such consolidation or into or with which the Company or such
      Guarantor, as applicable, is merged or to which such sale, assignment, transfer,
      lease, conveyance or other disposition is made shall succeed to, and be
      substituted for (so that from and after the date of such consolidation, merger,
      sale, lease, conveyance or other disposition, the provisions of this Indenture
      referring to the Company or such Guarantor, as applicable, shall refer instead
      to the Successor Person and not to the Company or such Guarantor, as
      applicable), and may exercise every right and power of the Company or such
      Guarantor, as applicable, under this Indenture with the same effect as if such
      successor Person had been named as the Company or a Guarantor, as applicable,
      herein; provided that the predecessor company shall not be relieved from
      the obligation to pay the principal of and interest on the Notes except in
      the
      case of a sale, assignment, transfer, conveyance or other disposition of all
      of
      the Company’s assets that meets the requirements of Section 5.01
      hereof.

     

    ARTICLE
      VI

     

    DEFAULTS
      AND REMEDIES

     

    SECTION
      6.01.  Events
      of Default.

     

    An
      “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):

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

    (1)  default
      in payment when due and payable, upon redemption, acceleration or otherwise,
      of
      principal of, or premium, if any, on any Class of Notes;

     

    (2)  default
      for 30 days or more in the payment when due of interest or Additional Interest
      on or with respect to any Class of Notes;

     

    (3)  failure
      by the Issuers or any Guarantor for 60 days after receipt of written notice
      given by the Trustee or the Holders of not less than 30.0% in principal amount
      of the then outstanding Notes to comply with any of its obligations, covenants
      or agreements (other than a default referred to in clause (1) or (2) above)
      contained in this Indenture or the Notes;

     

    (4)  default
      under any other Class of Notes or any mortgage, indenture or instrument under
      which there is issued or by which there is secured or evidenced any Indebtedness
      for money borrowed by the Company or any Restricted Subsidiary or the payment
      of
      which is guaranteed by the Company or any Restricted Subsidiary, other than
      Indebtedness owed to the Company or a Restricted Subsidiary, whether such
      Indebtedness or guarantee now exists or is created after the issuance of the
      Notes, if both:

     

    (A)           such
      default either results from the failure to pay any principal of such
      Indebtedness at its stated final maturity (after giving effect to any applicable
      grace periods) or relates to an obligation other than the obligation to pay
      principal of any such Indebtedness at its stated final maturity and results
      in
      the holder or holders of such Indebtedness causing such Indebtedness to become
      due prior to its stated maturity; and

     

    (B)           other
      than in the case of any other Class of Notes, the principal amount of such
      Indebtedness, together with the principal amount of any other such Indebtedness
      in default for failure to pay principal at stated final maturity (after giving
      effect to any applicable grace periods), or the maturity of which has been
      so
      accelerated, aggregate $150.0 million or more at any one time
      outstanding;

     

    (5)  failure
      by the Company or any Significant Subsidiary (or any group of Subsidiaries
      that
      together would constitute a Significant Subsidiary) to pay final judgments
      aggregating in excess of $150.0 million, which final judgments remain unpaid,
      undischarged and unstayed for a period of more than 60 days after such judgment
      becomes final, and in the event such judgment is covered by insurance, an
      enforcement proceeding has been commenced by any creditor upon such judgment
      or
      decree which is not promptly stayed;

     

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

     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

                    (i)commences
      proceedings to be
      adjudicated bankrupt or insolvent;

     

                    (ii)consents
      to the institution of
      bankruptcy or insolvency proceedings against it, or the filing by it of a
      petition or answer or consent seeking reorganization or relief under applicable
      Bankruptcy Law;

     

                    (iii)consents
      to the appointment of a
      receiver, liquidator, assignee, trustee, sequestrator or other similar official
      of it or for all or substantially all of its property;

     

                    (iv)makes
      a general assignment for the
      benefit of its creditors; or

     

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

     

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

     

                    (i)is
      for relief against the Company or
      any of its Subsidiaries that is a Significant Subsidiary (or any group of
      Subsidiaries that, taken together, would constitute a Significant Subsidiary),
      in a proceeding in which the Company or any such Subsidiary, that is a
      Significant Subsidiary (or any group of Subsidiaries that, taken together,
      would
      constitute a Significant Subsidiary), is to be adjudicated bankrupt or
      insolvent;

     

                    (ii)appoints
      a receiver, liquidator,
      assignee, trustee, sequestrator or other similar official of the Company or
      any
      of its Subsidiaries that is a Significant Subsidiary (or any group of
      Subsidiaries that, taken together, would constitute a Significant Subsidiary),
      or for all or substantially all of the property of the Company or any of its
      Subsidiaries that is a Significant Subsidiary (or any group of Subsidiaries
      that, taken together, would constitute a Significant Subsidiary);
      or

     

                    (iii)orders
      the liquidation of the Company
      or any of its Subsidiaries that is a Significant Subsidiary (or any group of
      Subsidiaries that, taken together, would constitute a Significant
      Subsidiary);

     

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

     

    (8)  the
      Guarantee of any Significant Subsidiary (or any group of Subsidiaries that
      together would constitute a Significant Subsidiary) shall for any reason cease
      to be in full force and effect or be declared null and void or any responsible
      officer of any Guarantor that is a Significant Subsidiary (or the responsible
      officers of any group of Subsidiaries that together would constitute a
      Significant Subsidiary), as the case may be, denies that it has any further
      liability under its Guarantee or gives notice to such effect, 

     

    
      
        
        

      

      
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    other
      than by reason of the termination of this Indenture or the release of any such
      Guarantee in accordance with this Indenture.

     

    SECTION
      6.02.  Acceleration.  If
      any Event of Default (other than an Event of Default specified in clause (6)
      or
      (7) of Section 6.01 hereof) occurs and is continuing under this Indenture,
      the
      Trustee or the Holders of (i) in the case of clauses (1) and (2) of Section
      6.01
      hereof, at least 30% in principal amount of then total outstanding amounts
      of
      such Class may declare the principal of, premium, if any, and interest on the
      then outstanding Notes of such Class to be due and payable immediately and
      (ii)
      in all other cases, at least 30.0% in principal amount of the then total
      outstanding Notes may declare the principal, premium, if any, interest and
      any
      other monetary obligations on all the then outstanding Notes to be due and
      payable immediately.

     

    Upon
      the
      effectiveness of such declaration, such principal, premium, if any, and interest
      shall be due and payable immediately.  The Trustee shall have no
      obligation to accelerate the Notes if the Trustee in good faith determines
      that
      acceleration is not in the best interests of the applicable Class of
      Holders.  Notwithstanding the foregoing, in the case of an Event of
      Default arising under clause (6) or (7) of Section 6.01 hereof, all outstanding
      Notes shall be due and payable immediately without further action or
      notice.

     

    The
      Holders of a majority in aggregate principal amount of (i) in the case of
      clauses (1) and (2) of Section 6.01 hereof, the then outstanding Notes of the
      relevant Class may, by written notice to the Trustee on behalf of the Holders
      of
      all of the Notes of such Class, rescind any acceleration with respect to such
      Notes and its consequences if such rescission would not conflict with any
      judgment of a court of competent jurisdiction and if all existing Events of
      Default (except nonpayment of interest on, premium, if any, or the principal
      of
      any Note in such Class held by a non-consenting Holder that has become due
      solely because of the acceleration) have been cured or waived and (ii) in all
      other cases, the then outstanding Notes may, by written notice to the Trustee
      on
      behalf of the Holders of all of the Notes, rescind any acceleration with respect
      to the Notes and its consequences if such rescission would not conflict with
      any
      judgment of a court of competent jurisdiction and if all existing Events of
      Default (except nonpayment of interest on, premium, if any, or the principal
      of
      any Note held by a non-consenting Holder that has become due solely because
      of
      the acceleration) have been cured or waived.

     

    In
      the
      event of any Event of Default specified in clause (4) of Section 6.01 hereof,
      such Event of Default and all consequences thereof (excluding any resulting
      payment default, other than as a result of acceleration of the Notes) shall
      be
      annulled, waived and rescinded, automatically and without any action by the
      Trustee or the Holders, if within 20 days after such Event of Default
      arose:

     

    (1)  the
      Indebtedness or guarantee that is the basis for such Event of Default has been
      discharged;

     

    
      
        
        

      

      
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    (2)  holders
      thereof have rescinded or waived the acceleration, notice or action (as the
      case
      may be) giving rise to such Event of Default; or

     

    (3)  the
      default that is the basis for such Event of Default has been cured.

     

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

     

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

     

    SECTION
      6.04.  Waiver
      of Past Defaults.  Subject
      to Section 6.02 hereof, Holders of not less than a majority in aggregate
      principal amount of the then outstanding Notes by notice to the Trustee may
      on
      behalf of the Holders of all of the Notes waive any existing Default and its
      consequences hereunder (except a continuing Default in the payment of the
      principal of, premium, if any, or interest on, any Note held by a non-consenting
      Holder) (including in connection with an Asset Sale Offer or a Change of Control
      Offer).  Upon any such waiver, such Default shall cease to exist, and
      any Event of Default arising therefrom shall be deemed to have been cured for
      every purpose of this Indenture; but no such waiver shall extend to any
      subsequent or other Default or impair any right consequent thereon.

     

    SECTION
      6.05.  Control
      by Majority.  Holders
      of a majority in principal amount of the then total outstanding Notes may direct
      the time, method and place of conducting any proceeding for any remedy available
      to the Trustee or of exercising any trust or power conferred on the
      Trustee.  The Trustee, however, may refuse to follow any direction
      that conflicts with law or this Indenture or that the Trustee determines is
      unduly prejudicial to the rights of any other Holder or that would involve
      the
      Trustee in personal liability.

     

    SECTION
      6.06.  Limitation
      on Suits.  Subject
      to Section 6.07 hereof, no Holder may pursue any remedy with respect to this
      Indenture or the Notes unless:

     

    (1)  such
      Holder has previously given the Trustee notice that an Event of Default is
      continuing;

     

    (2)  (i)
      in
      the case of clauses (1) and (2) of Section 6.01 hereof, Holders of at least
      30.0% in principal amount of the total outstanding Notes of such Class have
      requested the Trustee to pursue the remedy and (ii) in all other cases, Holders
      of at least 30.0% in principal amount of the total outstanding Notes have
      requested the Trustee to pursue the remedy;

     

    
      
        
        

      

      
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    (3)  Holders
      have offered the Trustee reasonable security or indemnity against any loss,
      liability or expense;

     

    (4)  the
      Trustee has not complied with such request within 60 days after the receipt
      thereof and the offer of security or indemnity; and

     

    (5)  Holders
      of a majority in principal amount of the total outstanding Notes have not given
      the Trustee a direction inconsistent with such request within such 60-day
      period.

     

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

     

    SECTION
      6.07.  Rights
      of Holders to Receive Payment.  Notwithstanding
      any other provision of this Indenture, the right of any Holder to receive
      payment of principal of, premium, if any, and interest on the Note, on or after
      the respective due dates expressed in the Note (including in connection with
      an
      Asset Sale Offer or a Change of Control Offer), or to bring suit for the
      enforcement of any such payment on or after such respective dates, shall not
      be
      impaired or affected without the consent of such Holder.

     

    SECTION
      6.08.  Collection
      Suit by Trustee.  If
      an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is
      continuing, the Trustee is authorized to recover judgment in its own name and
      as
      trustee of an express trust against the Issuers for the whole amount of
      principal of, premium, if any, and interest remaining unpaid on the Notes and
      interest on overdue principal and, to the extent lawful, interest and such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including the reasonable compensation, expenses, disbursements
      and
      advances of the Trustee, its agents and counsel.

     

    SECTION
      6.09.  Restoration
      of Rights and Remedies.  If
      the Trustee or any Holder has instituted any proceeding to enforce any right
      or
      remedy under this Indenture and such proceeding has been discontinued or
      abandoned for any reason, or has been determined adversely to the Trustee or
      to
      such Holder, then and in every such case, subject to any determination in such
      proceedings, the Issuers, 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 has been instituted.

     

    SECTION
      6.10.  Rights
      and Remedies Cumulative.  Except
      as otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Notes in Section 2.07 hereof, 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, or otherwise, shall not prevent the concurrent assertion
      or
      employment of any other appropriate right or remedy.

     

    
      
        
        

      

      
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    SECTION
      6.11.  Delay
      or Omission Not Waiver.  No
      delay or omission of the Trustee or of any Holder of any Note 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 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
      6.12.  Trustee
      May File Proofs of Claim.  The
      Trustee is authorized to file such proofs of claim and other papers or documents
      as may be necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, expenses, disbursements
      and advances of the Trustee, its agents and counsel) and the Holders allowed
      in
      any judicial proceedings relative to the Issuers (or any other obligor upon
      the
      Notes including the Guarantors), its creditors or its property and shall be
      entitled and empowered to participate as a member in any official committee
      of
      creditors appointed in such matter and to collect, receive and distribute any
      money or other property payable or deliverable on any such claims and any
      custodian in any such judicial proceeding is hereby authorized by each Holder
      to
      make such payments to the Trustee, and in the event that the Trustee shall
      consent to the making of such payments directly to the Holders, to pay to the
      Trustee any amount due to it for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, and any
      other
      amounts due the Trustee under Section 7.07 hereof.  To the extent that
      the payment of any such compensation, expenses, disbursements and advances
      of
      the Trustee, its agents and counsel, and any other amounts due the Trustee
      under
      Section 7.07 hereof out of the estate in any such proceeding, shall be denied
      for any reason, payment of the same shall be secured by a Lien on, and shall
      be
      paid out of, any and all distributions, dividends, money, securities and other
      properties that the Holders may be entitled to receive in such proceeding
      whether in liquidation or under any plan of reorganization or arrangement or
      otherwise.  Nothing herein contained shall be deemed to authorize the
      Trustee to authorize or consent to or accept or adopt on behalf of any Holder
      any plan of reorganization, arrangement, adjustment or composition affecting
      the
      Notes or the rights of any Holder, or to authorize the Trustee to vote in
      respect of the claim of any Holder in any such proceeding.

     

    SECTION
      6.13.  Priorities.  If
      the Trustee or any Agent collects any money or property pursuant to this Article
      VI, it shall pay out the money in the following order:

     

             (i)  to
      the
      Trustee, such Agent, their agents and attorneys for amounts due under Section
      7.07 hereof, including payment of all compensation, expenses and liabilities
      incurred, and all advances made, by the Trustee or such Agent and the costs
      and
      expenses of collection;

     

            (ii)  to
      Holders for amounts due and unpaid on the Notes for principal, premium, if
      any,
      and interest, ratably, without preference or priority of any kind, according
      to
      the
      amounts due and payable on the Notes for principal, premium, if any, and
      interest, respectively; and

     

    
      
        
        

      

      
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    (iii)  to
      the
      Issuers or to such party as a court of competent jurisdiction shall direct
      including a Guarantor, if applicable.

     

    The
      Trustee may fix a record date and payment date for any payment to Holders
      pursuant to this Section 6.13.

     

    SECTION
      6.14.  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 or omitted by it as a Trustee,
      a court in its discretion may require the filing by any party litigant in the
      suit of an undertaking to pay the costs of the suit, and the court in its
      discretion may assess reasonable costs, including reasonable attorneys’ fees,
      against any party litigant in the suit, having due regard to the merits and
      good
      faith of the claims or defenses made by the party litigant.  This
      Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder
      pursuant to Section 6.07 hereof, or a suit by Holders of more than 10.0% in
      principal amount of the then outstanding Notes.

     

    ARTICLE
      VII


     

    TRUSTEE

     

    SECTION
      7.01.  Duties
      of Trustee.

     

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

     

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

     

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

     

    (ii)  in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture.  However, in the case of any such
      certificates or opinions which by any provision hereof are specifically required
      to be furnished to the Trustee, the Trustee shall examine the certificates
      and
      opinions to determine whether or not they conform to the requirements of this
      Indenture.

     

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

     

    
      
        
        

      

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

     

    (ii)  the
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer, unless it is proved in a court of competent jurisdiction
      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
      6.02, 6.04 or 6.05 hereof.

     

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

     

    (e)  The
      Trustee shall be under no obligation to exercise any of its rights or powers
      under this Indenture at the request or direction of any of the Holders unless
      the Holders have offered to the Trustee reasonable indemnity or security against
      any loss, liability or expense.

     

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

     

    SECTION
      7.02.  Rights
      of Trustee.

     

    (a)  The
      Trustee may conclusively rely upon any document believed by it to be genuine
      and
      to have been signed or presented by the proper Person.  The Trustee
      need not investigate any fact or matter stated in the document, 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 and any Restricted Subsidiary,
      personally or by agent or attorney at the sole cost of the Issuers and shall
      incur no liability or additional liability of any kind by reason of such inquiry
      or investigation.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    (f)  None
      of
      the provisions of this Indenture shall require the Trustee to expend or risk
      its
      own funds or otherwise to incur any liability, financial or otherwise, 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 indemnity satisfactory to it against such risk or
      liability is not assured to it.

     

    (g)  The
      Trustee shall not be deemed to have notice of any Default or Event of Default
      unless a Responsible Officer of the Trustee has actual knowledge thereof or
      unless written notice of any event which is in fact such a Default is received
      by the Trustee at the Corporate Trust Office of the Trustee, and such notice
      references the Notes and this Indenture.

     

    (h)  In
      no
      event shall the Trustee be responsible or liable for special, indirect, or
      consequential loss or damage of any kind whatsoever (including, but not limited
      to, loss of profit) irrespective of whether the Trustee has been advised of
      the
      likelihood of such loss or damage and regardless of the form of
      action.

     

    (i)  The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, the Trustee in each of its capacities hereunder, and
      each agent, custodian and other Person employed to act hereunder.

     

    (j)  In
      the
      event the Issuers are required to pay Additional Interest, the Issuers will
      provide written notice to the Trustee of the Issuers’ obligation to pay
      Additional Interest no later than 15 days prior to the next Interest Payment
      Date, which notice shall set forth the amount of the Additional Interest to
      be
      paid by the Issuers.  The Trustee shall not at any time be under any
      duty or responsibility to any Holders to determine whether the Additional
      Interest is payable and the amount thereof.

     

    (k)  Delivery
      of reports, information and documents to the Trustee is for informational
      purposes only and the Trustee’s receipt of such shall not constitute
      constructive notice of any information contained therein or determinable from
      information contained therein, including the Company’s compliance with any of
      its covenants hereunder (as to which the Trustee is entitled to rely exclusively
      on Officer’s Certificates).

     

    (l)  The
      permissive rights of the Trustee to take certain actions under this Indenture
      shall not be construed as a duty unless so specified herein.

     

    
      
        
        

      

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

     

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

     

    SECTION
      7.05.  Notice
      of Defaults.  If
      a Default occurs and is continuing and if it is known to the Trustee, the
      Trustee shall deliver to Holders a notice of the Default within 90 days after
      it
      occurs.  Except in the case of a Default relating to the payment of
      principal of, premium, if any, or interest on any Note, the Trustee may withhold
      from the Holders notice of any continuing Default if and so long as a committee
      of its Responsible Officers in good faith determines that withholding the notice
      is in the interests of the Holders.

     

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

     

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

     

    SECTION
      7.07.  Compensation
      and Indemnity.  The
      Issuers shall pay to the Trustee from time to time such compensation for its
      acceptance of this Indenture and services hereunder as the parties shall agree
      in writing from time to time.  The Trustee’s compensation shall not be
      limited by any law on compensation of a trustee of an express
      trust.  The Issuers shall reimburse the Trustee promptly upon request
      for all reasonable disbursements, advances and expenses incurred or made by
      it
      in addition to the compensation for its services.  Such expenses shall
      include the reasonable compensation, disbursements and expenses of the Trustee’s
      agents and counsel.

     

    
      
        
        

      

      
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    The
      Company, the Issuers and the Guarantors, jointly and severally, shall indemnify
      the Trustee and its officers, directors, employees, agents and any predecessor
      trustee and its officers, directors, employees and agents for, and hold the
      Trustee harmless against, any and all loss, damage, claims, liability or expense
      (including attorneys’ fees) incurred by it in connection with the acceptance or
      administration of this trust and the performance of its duties hereunder
      (including the costs and expenses of enforcing this Indenture against the
      Company, the Issuers or any of the Guarantors (including this Section 7.07)
      or
      defending itself against any claim whether asserted by any Holder, the Company,
      the Issuers or any Guarantor, or liability in connection with the acceptance,
      exercise or performance of any of its powers or duties
      hereunder).  The Trustee shall notify the Issuers promptly of any
      claim for which it may seek indemnity.  Failure by the Trustee to so
      notify the Issuers shall not relieve the Issuers of their obligations
      hereunder.  The Issuers shall defend the claim and the Trustee may
      have separate counsel and the Issuers shall pay the fees and expenses of such
      counsel.  The Issuers need not reimburse any expense or indemnify
      against any loss, liability or expense incurred by the Trustee through the
      Trustee’s own willful misconduct, negligence or bad faith.

     

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

     

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

     

    When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation
      for
      the services (including the fees and expenses of its agents and counsel) are
      intended to constitute expenses of administration under any Bankruptcy
      Law.

     

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

     

    SECTION
      7.08.  Replacement
      of Trustee.  A
      resignation or removal of the Trustee and appointment of a successor Trustee
      shall become effective only upon the successor Trustee’s acceptance of
      appointment as provided in this Section 7.08.  The Trustee may resign
      in writing at any time and be discharged from the trust hereby created by so
      notifying the Issuers.  The Holders of a majority in principal amount
      of the then outstanding Notes may remove the Trustee by so notifying the Trustee
      and the Issuers in writing.  The Issuers may remove the Trustee
      if:

     

    (A)  the
      Trustee fails to comply with Section 7.10 hereof or Trust Indenture Act Section
      310;

     

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

     

    
      
        
        

      

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

     

    (D)  the
      Trustee becomes incapable of acting.

     

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

     

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

     

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

     

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

     

    SECTION
      7.09.  Successor
      Trustee by Merger, etc.      If
      the
      Trustee consolidates, merges or converts into, or transfers all or substantially
      all of its corporate trust business to, another corporation, the successor
      corporation without any further act shall be the successor Trustee.

     

    SECTION
      7.10.  Eligibility;
      Disqualification.  There
      shall at all times be a Trustee hereunder that is a corporation organized and
      doing business under the laws of the United States of America or of any state
      thereof that is authorized under such laws to exercise corporate trustee power,
      that is subject to supervision or examination by federal or state authorities
      and that has, together with its parent, a combined capital and surplus of at
      least $50,000,000 as set forth in its most recent published annual report of
      condition.

     

    This
      Indenture shall always have a Trustee who satisfies the requirements of Trust
      Indenture Act Sections 310(a)(1), (2) and (5).  The Trustee is subject
      to Trust Indenture Act Section 310(b).

     

    
      
        
        

      

      
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    SECTION
      7.11.  Preferential
      Collection of Claims Against Issuers.  The
      Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor
      relationship listed in Trust Indenture Act Section 311(b).  A Trustee
      who has resigned or been removed shall be subject to Trust Indenture Act Section
      311(a) to the extent indicated therein.

     

    ARTICLE
      VIII

     

    LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

     

    SECTION
      8.01.  Option
      to Effect Legal Defeasance or Covenant Defeasance.  The
      Issuers may, at their option and at any time, elect to have either Section
      8.02
      or 8.03 hereof applied to all outstanding Notes and all obligations of the
      Guarantors with respect to the Guarantees upon compliance with the conditions
      set forth below in this Article VIII.

     

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

     

    (A)  the
      rights of Holders to receive payments in respect of the principal of, premium,
      if any, and interest on the Notes when such payments are due solely out of
      the
      trust created pursuant to this Indenture referred to in Section 8.04
      hereof;

     

    (B)  the
      Issuers’ obligations with respect to Notes concerning issuing temporary Notes,
      registration of such Notes, mutilated, destroyed, lost or stolen Notes and
      the
      maintenance of an office or agency for payment and money for security payments
      held in trust;

     

    (C)  the
      rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’
and the Guarantors’ obligations in connection therewith; and

     

    (D)  this
      Section 8.02.

     

    Subject
      to compliance with this Article VIII, the Issuers may exercise their option
      under this Section 8.02 notwithstanding the prior exercise of their option
      under
      Section 8.03 hereof.

     

    
      
        
        

      

      
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    SECTION
      8.03.  Covenant
      Defeasance.  Upon
      the Issuers’ exercise under Section 8.01 hereof of the option applicable to this
      Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction
      of the conditions set forth in Section 8.04 hereof, be released from their
      obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07,
      4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof, clauses (4)
      and
      (5) of Section 5.01(a), clauses (4) and (5) of Section 5.01(c) hereof, Sections
      5.01(e) and 5.01(f) hereof with respect to the outstanding Notes on and after
      the date the conditions set forth in Section 8.04 hereof are satisfied
      (“Covenant Defeasance”), and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
      or act of Holders (and the consequences of any thereof) in connection with
      such
      covenants, but shall continue to be deemed “outstanding” for all other purposes
      hereunder (it being understood that such Notes shall not be deemed outstanding
      for accounting purposes).  For this purpose, Covenant Defeasance means
      that, with respect to the outstanding Notes and the Guarantees, the Issuers
      and
      the Guarantors may omit to comply with and shall have no liability in respect
      of
      any term, condition or limitation set forth in any such covenant, whether
      directly or indirectly, by reason of any reference elsewhere herein to any
      such
      covenant or by reason of any reference in any such covenant to any other
      provision herein or in any other document and such omission to comply shall
      not
      constitute a Default or an Event of Default under Section 6.01 hereof, but,
      except as specified above, the remainder of this Indenture and such Notes and
      the Guarantees shall be unaffected thereby.  In addition, upon the
      Issuers’ exercise under Section 8.01 hereof of the option applicable to this
      Section 8.03 hereof, subject to the satisfaction of the conditions set forth
      in
      Section 8.04 hereof, Sections 6.01(3) (solely with respect to the covenants
      that
      are released upon a Covenant Defeasance), 6.01(4), 6.01(5), 6.01(6) (solely
      with
      respect to the Issuers and the Restricted Subsidiaries), 6.01(7) (solely with
      respect to the Issuers and the Restricted Subsidiaries) and 6.01(8) hereof
      shall
      not constitute Events of Default.

     

    SECTION
      8.04.  Conditions
      to Legal or Covenant Defeasance.  The
      following shall be the conditions to the application of either Section 8.02
      or
      8.03 hereof to the outstanding Notes:

     

    In
      order
      to exercise either Legal Defeasance or Covenant Defeasance with respect to
      the
      Notes:

     

            (1)  the
      Issuers must irrevocably deposit with the Trustee, in trust, for the benefit
      of
      the Holders, cash in U.S. dollars, U.S. dollar-denominated Government
      Securities, or a combination thereof, in such amounts as will be sufficient,
      in
      the opinion of a nationally recognized firm of independent public accountants,
      to pay the principal of, premium, if any, and interest due on the Notes on
      the
      stated maturity date or on the date of redemption, as the case may be, of such
      principal, premium, if any, or interest on such Notes and the Issuers must
      specify whether such Notes are being defeased to maturity or to a particular
      date of redemption; provided that upon any redemption that requires the
      payment of the Applicable Premium, the amount deposited shall be sufficient
      for
      purpose of this Indenture to the extent that an amount is deposited with the
      Trustee equal to the Applicable Premium calculated as of the date of the notice
      of redemption, with any deficit on the date of redemption (any such amount,
      the
“Applicable Premium Deficit”) 

     

    
      
        
        

      

      
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    only
      required to be deposited with the Trustee on or prior to the date of redemption.
      Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate of
      the Issuers delivered to the Trustee simultaneously with the deposit of such
      Applicable Premium Deficit that confirms that such Applicable Premium Deficit
      shall be applied toward such redemption;

     

                           
      (2)  in
      the
      case of Legal Defeasance, the Issuers shall have delivered to the Trustee an
      Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject
      to customary assumptions and exclusions,

     

    (A)           the
      Issuers have received from, or there has been published by, the United States
      Internal Revenue Service a ruling, or

     

    (B)           since
      the issuance of the Notes, there has been a change in the applicable U.S.
      federal income tax law,

     

    in
      either
      case to the effect that, and based thereon such Opinion of Counsel shall confirm
      that, subject to customary assumptions and exclusions, the Holders will not
      recognize income, gain or loss for U.S. federal income tax purposes, as
      applicable, as a result of such Legal Defeasance and will be subject to U.S.
      federal income tax on the same amounts, in the same manner and at the same
      times
      as would have been the case if such Legal Defeasance had not
      occurred;

     

            (3)  in
      the
      case of Covenant Defeasance, the Issuers shall have delivered to the Trustee
      an
      Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject
      to customary assumptions and exclusions, the Holders will not recognize income,
      gain or loss for U.S. federal income tax purposes as a result of such Covenant
      Defeasance and will be subject to such tax on the same amounts, in the same
      manner and at the same times as would have been the case if such Covenant
      Defeasance had not occurred;

     

            (4)  no
      Default (other than that resulting from borrowing funds to be applied to make
      such deposit and any similar and simultaneous deposit relating to other
      Indebtedness and, in each case, the granting of Liens in connection therewith)
      shall have occurred and be continuing on the date of such deposit;

     

            (5)  such
      Legal Defeasance or Covenant Defeasance shall not result in a breach or
      violation of, or constitute a default under the Senior Secured Credit
      Facilities, the Senior Interim Facility or any other material agreement or
      instrument (other than this Indenture) to which any of the Issuers or Guarantor
      is a party or by which any of the Issuers or Guarantor is bound (other than
      that
      resulting from any borrowing of funds to be applied to make the deposit required
      to effect such Legal Defeasance or Covenant Defeasance and any similar and
      simultaneous deposit relating to other Indebtedness, and the granting of Liens
      in connection therewith);

     

    
      
        
        

      

      
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            (6)  the
      Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect
      that, as of the date of such opinion and subject to customary assumptions and
      exclusions following the deposit, the trust funds will not be subject to the
      effect of Section 547 of Title 11 of the United States Code;

     

            (7)  the
      Issuers shall have delivered to the Trustee an Officer’s Certificate of any of
      the Issuers stating that the deposit was not made by the Issuers with the intent
      of defeating, hindering, delaying or defrauding any creditors of the Issuers
      or
      any Guarantor or others; and

     

            (8)  the
      Issuers shall have delivered to the Trustee an Officer’s Certificate of any of
      the Issuers and an Opinion of Counsel (which Opinion of Counsel may be subject
      to customary assumptions and exclusions) each stating that all conditions
      precedent provided for or relating to the Legal Defeasance or the Covenant
      Defeasance, as the case may be, have been complied with.

     

    SECTION
      8.05.  Deposited
      Money and Government Securities to Be Held in Trust; Other Miscellaneous
      Provisions.  Subject
      to Section 8.06 hereof, all money and Government Securities (including the
      proceeds thereof) deposited with the Trustee (or other qualifying trustee,
      collectively for purposes of this Section 8.05, the “Trustee”) pursuant
      to Section 8.04 hereof in respect of the outstanding Notes shall be held in
      trust and applied by the Trustee, in accordance with the provisions of such
      Notes and this Indenture, to the payment, either directly or through any Paying
      Agent (including any of the Issuers or a Guarantor acting as Paying Agent)
      as
      the Trustee may determine, to the Holders of such Notes of all sums due and
      to
      become due thereon in respect of principal, premium and interest, but such
      money
      need not be segregated from other funds except to the extent required by
      law.

     

    The
      Issuers shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the cash or Government Securities deposited
      pursuant to Section 8.04 hereof or the principal and interest received in
      respect thereof other than any such tax, fee or other charge which by law is
      for
      the account of the Holders of the outstanding Notes.

     

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

     

    SECTION
      8.06.  Repayment
      to Issuers.  Subject
      to any applicable abandoned property law, any money deposited with the Trustee
      or any Paying Agent, or then held by the Issuers, in trust for the payment
      of
      the principal of, premium, if any, or interest on any Note and remaining
      unclaimed for two years after such principal, premium, if any, and interest
      has
      become due and payable shall be paid to the Issuers on their request or (if
      then
      held by the Issuers) shall 

     

    
      
        
        

      

      
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    be
      discharged from such trust; and the Holder of such Note shall thereafter look
      only to the Issuers for payment thereof, and all liability of the Trustee or
      such Paying Agent with respect to such trust money, and all liability of the
      Issuers as trustee thereof, shall thereupon cease.

     

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

     

    ARTICLE
      IX


     

    ARTICLE
      IX AMENDMENT, SUPPLEMENT AND WAIVER

     

    SECTION
      9.01.  Without
      Consent of Holders.  Notwithstanding
      Section 9.02 hereof, the Issuers, the Guarantors and the Trustee may amend
      or
      supplement this Indenture and any Guarantee or Notes without the consent of
      any
      Holder:

     

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

     

    (2)  to
      provide for uncertificated Notes of such series in addition to or in place
      of
      certificated Notes;

     

    (3)  to
      comply
      with Section 5.01 hereof;

     

    (4)  to
      provide for the assumption of the Issuers’ or any Guarantor’s obligations to the
      Holders;

     

    (5)  to
      issue
      any Additional Notes (to the extent otherwise permitted under
      Section 4.09);

     

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

     

    (7)  to
      add
      covenants for the benefit of the Holders or to surrender any right or power
      conferred upon the Issuers or any Guarantor;

     

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

     

    
      
        
        

      

      
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    (9)  to
      evidence and provide for the acceptance and appointment under this Indenture
      of
      a successor Trustee hereunder pursuant to the requirements hereof;

     

    (10)  to
      add a
      Guarantor under this Indenture;

     

            (11)  to
      conform the text of this Indenture, Guarantees or the Notes to any provision
      of
      the “Description of Notes” section of the Offering Memorandum to the extent that
      such provision in such “Description of Notes” section was intended to be a
      verbatim recitation of a provision of this Indenture, Guarantee or Notes;
      or

     

            (12)  to
      make
      any amendment to the provisions of this Indenture (i) relating to the transfer
      and legending of Notes as permitted by this Indenture, including, without
      limitation, to facilitate the issuance and administration of the Notes or (ii)
      relating to the exchange of Notes of the same series, including to provide
      for
      procedures to facilitate the exchange on a continuing basis, of Restricted
      Definitive Notes or beneficial interests in Restricted Global Notes for
      Unrestricted Definitive Notes or beneficial interests in Unrestricted Global
      Notes, as applicable; provided that (a) compliance with this Indenture as
      so amended would not result in Notes being transferred or exchanged in violation
      of the Securities Act or any applicable securities law and (b) such amendment
      does not materially and adversely affect the rights of Holders to transfer
      or
      exchange Notes.

     

    Upon
      the
      request of the Issuers accompanied by a resolution of the board of directors
      of
      the Company authorizing the execution of any such amended or supplemental
      indenture, and upon receipt by the Trustee of the documents described in Section
      7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in
      the
      execution of any amended or supplemental indenture authorized or permitted
      by
      the terms of this Indenture and to make any further appropriate agreements
      and
      stipulations that may be therein contained, but the Trustee shall have the
      right, but not be obligated to, enter into such amended or supplemental
      indenture that affects its own rights, duties or immunities under this Indenture
      or otherwise.  Notwithstanding the foregoing, neither an Opinion of
      Counsel nor an Officer’s Certificate of any of the Issuers shall be required in
      connection with the addition of a Guarantor under this Indenture (other than
      as
      required by Section 4.15 hereof) upon execution and delivery by such Guarantor
      and the Trustee of a supplemental indenture to this Indenture, the form of
      which
      is attached as Exhibit D hereto.

     

    SECTION
      9.02.  With
      Consent of Holders.  Except
      as provided below in this Section 9.02, the Issuers, the Guarantors and the
      Trustee may amend or supplement this Indenture, the Notes and the Guarantees
      with the consent of the Holders of at least a majority in principal amount
      of
      the Notes (including Additional Notes, if any) then outstanding voting as a
      single class (including consents obtained in connection with a tender offer
      or
      exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
      and 6.07 hereof, any existing Default or Event of Default (other than a Default
      or Event of Default in the payment of the principal of, premium, if any, or
      interest on the Notes, except a payment default resulting from an acceleration
      that has been rescinded) or compliance with any provision of this Indenture,
      the
      Guarantees or

     

    
      
        
        

      

      
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    the
      Notes
      may be waived with the consent of the Holders of a majority in principal amount
      of the then outstanding Notes (including Additional Notes, if any) voting as
      a
      single class (including consents obtained in connection with a tender offer
      or
      exchange offer for, or purchase of, the Notes); provided that (i) if any
      amendment, waiver or other modification would by its terms disproportionately
      and adversely affect the Cash-Pay Notes or the Toggle Notes, such amendment,
      waiver or other modification shall also require the consent of the holders
      of at
      least a majority in principal amount of the then outstanding Cash-Pay Notes
      or
      Toggle Notes, as the case may be, and (ii) if any amendment, waiver or other
      modification would by its terms only affect the Cash-Pay Notes or the Toggle
      Notes, such amendment, waiver or other modification shall only require the
      consent of the holders of at least a majority in principal amount of the then
      outstanding Cash-Pay Notes or Toggle Notes, as the case may be (and not the
      consent of a majority of all Notes).  Section 2.08 hereof and Section
      2.09 hereof shall determine which Notes are considered to be “outstanding” for
      the purposes of this Section 9.02.

     

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

     

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

     

    After
      an
      amendment, supplement or waiver under this Section 9.02 becomes effective,
      the
      Issuers shall deliver to the Holders affected thereby a notice briefly
      describing the amendment, supplement or waiver.  Any failure of the
      Issuers to deliver such notice, or any defect therein, shall not, however,
      in
      any way impair or affect the validity of any such amended or supplemental
      indenture or waiver.

     

    Without
      the consent of each affected Holder of Notes, an amendment or waiver under
      this
      Section 9.02 may not (with respect to any Notes held by a non-consenting
      Holder):

     

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

     

            (2)  reduce
      the principal of or change the fixed final maturity of any such Note or alter
      or
      waive the provisions with respect to the redemption of such Note (other than
      provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof)
      to
      the extent that any such amendment or waiver does not have the effect of
      reducing the principal of 

     

    
      
        
        

      

      
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    or
      changing the fixed final maturity of any such Note or altering or waiving the
      provisions with respect to the redemption of such Notes;

     

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

     

            (4)  waive
      a
      Default in the payment of principal of or premium, if any, or interest on the
      Notes, except a rescission of acceleration of the Notes by the Holders of at
      least a majority in aggregate principal amount of the Notes and a waiver of
      the
      payment default that resulted from such acceleration, or in respect of a
      covenant or provision contained in this Indenture or any Guarantee which cannot
      be amended or modified without the consent of all Holders;

     

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

     

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

     

    (7)  make
      any
      change in these amendment and waiver provisions;

     

            (8)  impair
      the right of any Holder to receive payment of principal of, premium, if any,
      or
      interest on such Holder’s Notes on or after the due dates therefor or to
      institute suit for the enforcement of any payment on or with respect to such
      Holder’s Notes;

     

    (9)  make
      any
      change to or modify the ranking of the Notes that would adversely affect the
      Holders; or

     

    (10)  except
      as
      expressly permitted by this Indenture, modify the Guarantees of any Significant
      Subsidiary in any manner adverse to the Holders.

     

    SECTION
      9.03.  Compliance
      with Trust Indenture Act.  Every
      amendment or supplement to this Indenture or the Notes shall be set forth in
      an
      amended or supplemental indenture that complies in all material respects with
      the Trust Indenture Act as then in effect.

     

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

     

    The
      Issuers may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Holders entitled to consent to any amendment, supplement, or
      waiver.  If a 

     

    
      
        
        

      

      
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    record
      date is fixed, then, notwithstanding the preceding paragraph, those Persons
      who
      were Holders at such record date (or their duly designated proxies), and only
      such Persons, shall be entitled to consent to such amendment, supplement, or
      waiver or to revoke any consent previously given, whether or not such Persons
      continue to be Holders after such record date.  No such consent shall
      be valid or effective for more than 120 days after such record date unless
      the
      consent of the requisite number of Holders has been obtained.

     

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

     

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

     

    SECTION
      9.06.  Trustee
      to Sign Amendments, etc.  The
      Trustee shall sign any amendment, supplement or waiver authorized pursuant
      to
      this Article IX if the amendment or supplement does not adversely affect the
      rights, duties, liabilities or immunities of the Trustee.  The Issuers
      may not sign an amendment, supplement or waiver until the board of directors
      of
      the Company approves it.  In executing any amendment, supplement or
      waiver, the Trustee shall be entitled to receive, upon request, and (subject
      to
      Section 7.01 hereof) shall be fully protected in relying upon, in addition
      to
      the documents required by Section 12.04 hereof, an Officer’s Certificate of any
      of the Issuers and an Opinion of Counsel stating that the execution of such
      amended or supplemental indenture is authorized or permitted by this Indenture
      and that such amendment, supplement or waiver is the legal, valid and binding
      obligation of the Issuers and any Guarantor party thereto, enforceable against
      them in accordance with its terms, subject to customary exceptions, and complies
      with the provisions hereof (including Section 9.03
      hereof).  Notwithstanding the foregoing, except as required by Section
      4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate of any
      of the Issuers will be required for the Trustee to execute any amendment or
      supplement adding a new Guarantor under this Indenture.

     

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

     

    SECTION
      9.08.  Additional
      Voting Terms; Calculation of Principal Amount.  Except
      as provided in Section 9.02 hereof, all Notes issued under this Indenture shall
      vote and consent together on all matters (as to which any of such Notes may
      vote) as one class and no series of Notes will have the right to vote or consent
      as a separate series on any matter.  Determinations as to whether
      Holders of the requisite aggregate principal amount of Notes have 

     

     

    
      
        
        

      

      
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    concurred
      in any direction, waiver or consent shall be made in accordance with this
      Article IX and Section 2.14 hereof.

     

    ARTICLE
      X

     

    GUARANTEES

     

    SECTION
      10.01.  Guarantee.  Subject
      to this Article X, each of the Guarantors hereby, jointly and severally,
      irrevocably and unconditionally, guarantees to each Holder of a Note
      authenticated and delivered by the Trustee and to the Trustee and its successors
      and assigns, irrespective of the validity and enforceability of this Indenture,
      the Notes or the obligations of the Issuers hereunder or thereunder, that:
      (a)
      the principal of, premium, if any, and interest on the Notes shall be promptly
      paid in full when due, whether at maturity, by acceleration, redemption or
      otherwise, and interest on the overdue principal of and interest on the Notes,
      if any, if lawful, and all other obligations of the Issuers to the Holders
      or
      the Trustee hereunder or thereunder shall be promptly paid in full, all in
      accordance with the terms hereof and thereof; and (b) in case of any extension
      of time of payment or renewal of any Notes or any of such other obligations,
      that same shall be promptly paid in full when due in accordance with the terms
      of the extension or renewal, whether at stated maturity, by acceleration or
      otherwise.  Failing payment when due of any amount so guaranteed 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 Notes or
      this
      Indenture, the absence of any action to enforce the same, any waiver or consent
      by any Holder with respect to any provisions hereof or thereof, the recovery
      of
      any judgment against the Issuers, 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 Issuers, any right to require a proceeding
      first
      against the Issuers, protest, notice and all demands whatsoever and covenants
      that this Guarantee shall not be discharged except by full payment of the
      obligations contained in the Notes and this Indenture.

     

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

     

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

     

    
      
        
        

      

      
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    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, (x) the maturity of the obligations
      guaranteed hereby may be accelerated as provided in Article VI hereof for the
      purposes of this Guarantee, notwithstanding any stay, injunction or other
      prohibition preventing such acceleration in respect of the obligations
      guaranteed hereby, and (y) in the event of any declaration of acceleration
      of
      such obligations as provided in Article VI hereof, such obligations (whether
      or
      not due and payable) shall forthwith become due and payable by the Guarantors
      for the purpose of this Guarantee.  The Guarantors shall have the
      right to seek contribution from any nonpaying Guarantor so long as the exercise
      of such right does not impair the rights of the Holders under the
      Guarantees.

     

    Each
      Guarantee shall remain in full force and effect and continue to be effective
      should any petition be filed by or against the Issuers for liquidation,
      reorganization, should the Issuers become insolvent or make an assignment for
      the benefit of creditors or should a receiver or trustee be appointed for all
      or
      any significant part of the Issuers’ assets, and shall, to the fullest extent
      permitted by law, continue to be effective or be reinstated, as the case may
      be,
      if at any time payment of the Notes are, pursuant to applicable law, rescinded
      or reduced in amount, or must otherwise be restored or returned by any obligee
      on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent
      transfer” or otherwise, all as though such payment had not been
      made.  In the event that any payment or any part thereof, is
      rescinded, reduced, restored or returned, the Notes shall, to the fullest extent
      permitted by law, be reinstated and deemed reduced only by such amount paid
      and
      not so rescinded, reduced, restored or returned.

     

    In
      case
      any provision of any Guarantee 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.

     

    The
      Guarantee issued by any Guarantor shall be a general unsecured senior obligation
      of such Guarantor and shall rank equally in right of payment with all existing
      and future unsubordinated indebtedness of such Guarantor, if any.

     

    Each
      payment to be made by a Guarantor in respect of its Guarantee shall be made
      without set-off, counterclaim, reduction or diminution of any kind or
      nature.

     

    SECTION
      10.02.  Limitation
      on Guarantor Liability.  Each
      Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
      it
      is the intention of all such parties that the Guarantee of such Guarantor not
      constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
      the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
      or
      any similar federal or state law to the extent applicable to any
      Guarantee.  To effectuate the foregoing intention, the Trustee, the
      Holders and the Guarantors hereby irrevocably agree that the obligations of
      each
      Guarantor shall be limited to the maximum amount as will, after giving effect
      to
      such maximum amount and all other contingent and fixed liabilities of such
      Guarantor that are relevant under such laws and after giving effect to any
      collections from, rights 

     

    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

    

    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 X, result in the obligations of such Guarantor under its Guarantee
      not
      constituting a fraudulent conveyance or fraudulent transfer under applicable
      law.  Each Guarantor that makes a payment under its Guarantee shall be
      entitled upon payment in full of all guaranteed obligations under this Indenture
      to a contribution from each other Guarantor in an amount equal to such other
      Guarantor’s pro rata portion of such payment based on the respective net
      assets of all the Guarantors at the time of such payment determined in
      accordance with GAAP.

     

    SECTION
      10.03.  Execution
      and Delivery.  To
      evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby
      agrees that this Indenture shall be executed on behalf of such Guarantor by
      its
      President or Treasurer, one of its Vice Presidents or one of its Assistant
      Vice
      Presidents.

     

    Each
      Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof
      shall remain in full force and effect notwithstanding the absence of the
      endorsement of any notation of such Guarantee on the Notes.

     

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

     

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

     

    If
      required by Section 4.15 hereof, the Company shall cause any newly created
      or
      acquired Restricted Subsidiary to comply with the provisions of Section 4.15
      hereof and this Article X, to the extent applicable.

     

    SECTION
      10.04.  Subrogation.  Each
      Guarantor shall be subrogated to all rights of Holders against the Issuers
      in
      respect of any amounts paid by any Guarantor pursuant to the provisions of
      Section 10.01 hereof; provided that, if an Event of Default has occurred
      and is continuing, no Guarantor shall be entitled to enforce or receive any
      payments arising out of, or based upon, such right of subrogation until all
      amounts then due and payable by the Issuers under this Indenture or the Notes
      shall have been paid in full.

     

    SECTION
      10.05.  Benefits
      Acknowledged.  Each
      Guarantor acknowledges that it will receive direct and indirect benefits from
      the financing arrangements contemplated by this Indenture and that the guarantee
      and waivers made by it pursuant to its Guarantee are knowingly made in
      contemplation of such benefits.

     

    SECTION
      10.06.  Release
      of Guarantees.  Each
      Guarantee by a Guarantor will provide by its terms that it shall be
      automatically and unconditionally released and discharged upon:

     

    
      
        
        

      

      
        136

        
          

        

      

      
        
        
     (1)  (A)  any
        sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock
        of
        such Guarantor, after which such Guarantor is no longer a Restricted Subsidiary
        or (ii) all or substantially all the assets of such Guarantor, in each case
        if
        such sale, exchange or transfer is made in compliance with the applicable
        provisions of this Indenture and the Guarantor is released from its guarantee,
        if any, of, and all pledges and security, if any, granted in connection with,
        the Senior Secured Credit Facilities;

    

     

                                   
      (B)   the release or discharge of the guarantee by such Guarantor
      of Indebtedness under the Senior Secured Credit Facilities, or the release
      or
      discharge of such other guarantee that resulted in the creation of such
      Guarantee, except a discharge or release by or as a result of payment under
      such
      guarantee;

     

            (C)   the
      designation of such Guarantor that is a Restricted Subsidiary as an Unrestricted
      Subsidiary in compliance with the applicable provisions of this Indenture;
      or

     

                                   
      (D)   the exercise by the Issuers of the Legal Defeasance option
      or Covenant Defeasance option in accordance with Article VIII hereof or the
      discharge of the Issuers’ obligations under this Indenture in accordance with
      the terms of this Indenture; and

     

        
      (2)  such
      Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor
      and an Opinion of Counsel, each stating that all conditions precedent provided
      for in this Indenture relating to such transaction have been complied
      with.

     

    ARTICLE
      XI


     

    SATISFACTION
      AND DISCHARGE

     

    SECTION
      11.01.  Satisfaction
      and Discharge.  This
      Indenture shall be discharged and shall cease to be of further effect as to
      all
      Notes, when either:

     

                         
      (1)  all
      Notes
      theretofore authenticated and delivered, except lost, stolen or destroyed Notes
      which have been replaced or paid and Notes for whose payment money has
      heretofore been deposited in trust, have been delivered to the Trustee for
      cancellation; or

     

                
       (2)     (A)          
      all Notes not theretofore delivered to the Trustee for cancellation have become
      due and payable by reason of the making of a notice of redemption or otherwise,
      will become due and payable within one year or are to be called for redemption
      within one year under arrangements satisfactory to the Trustee for the giving
      of
      notice of redemption by the Trustee in the name, and at the expense, of the
      Issuers and the Issuers or any Guarantor has irrevocably deposited or caused
      to
      be deposited with the Trustee as trust funds in trust solely for the benefit
      of
      the Holders, cash in U.S. dollars, U.S. dollar-denominated Government
      Securities, or a combination thereof, in such amounts as will be sufficient
      without consideration of any reinvestment of interest to pay and discharge
      the
      entire indebtedness on the Notes not theretofore delivered to the Trustee for
      

     

    
      
        
        

      

      
        137

        
          

        

      

      
        
        

      

    

    cancellation
      for principal of, premium, if any, and accrued interest to the date of maturity
      or redemption; provided that, upon any redemption that requires the
      payment of the Applicable Premium, the amount deposited shall be sufficient
      for
      purpose of this Indenture to the extent that an amount is deposited with the
      Trustee equal to the Applicable Premium calculated as of the date of the notice
      of redemption, with any Applicable Premium Deficit only required to be deposited
      with the Trustee on or prior to the date of redemption. Any Applicable Premium
      Deficit shall be set forth in an Officer’s Certificate of any of the Issuers
      delivered to the Trustee simultaneously with the deposit of such Applicable
      Premium Deficit that confirms that such Applicable Premium Deficit shall be
      applied toward such redemption;

     

    (B)           no
      Default (other than that resulting from borrowing funds to be applied to make
      such deposit or any similar and simultaneous deposit relating to other
      Indebtedness and the granting of Liens in connection therewith) with respect
      to
      this Indenture or the Notes shall have occurred and be continuing on the date
      of
      such deposit or shall occur as a result of such deposit and such deposit will
      not result in a breach or violation of, or constitute a default under the Senior
      Secured Credit Facilities, the Senior Interim Facility or any other material
      agreement or instrument (other than this Indenture) to which any of the Issuers
      or Guarantor is a party or by which any of the Issuers or Guarantor is bound
      (other than resulting from any borrowing of funds to be applied to make such
      deposit and any similar and simultaneous deposit relating to other Indebtedness
      and the granting of Liens in connection therewith);

     

    (C)           the
      Issuers have paid or caused to be paid all sums payable by them under this
      Indenture; and

     

    (D)          
      the Issuers have delivered irrevocable instructions to the Trustee to apply
      the
      deposited money toward the payment of the Notes at maturity or the date of
      redemption, as the case may be.

     

    In
      addition, the Issuers must deliver an Officer’s Certificate of any of the
      Issuers and an Opinion of Counsel to the Trustee stating that all conditions
      precedent to satisfaction and discharge have been satisfied.

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, if money shall have been
      deposited with the Trustee pursuant to subclause (A) of clause (2) of this
      Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall
      survive.

     

    SECTION
      11.02.  Application
      of Trust Money.  Subject
      to the provisions of Section 8.06 hereof, all money deposited with the Trustee
      pursuant to Section 11.01 hereof shall be held in trust and applied by it,
      in
      accordance with the provisions of the Notes and this Indenture, to the payment,
      either directly or through any Paying Agent (including any of the Issuers or
      a
      Guarantor acting as its own Paying Agent) as the Trustee may determine, to
      the
      Persons entitled thereto, of the principal, and premium, if any, and interest
      for whose payment 

     

    
      
        
        

      

      
        138

        
          

        

      

      
        
        

      

    

    such
      money has been deposited with the Trustee; but such money need not be segregated
      from other funds except to the extent required by law.

     

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

     

    ARTICLE
      XII

     

    MISCELLANEOUS

     

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

     

    SECTION
      12.02.  Notices.  Any
      notice or communication by the Issuers, any Guarantor or the Trustee to the
      others is duly given if in writing and delivered in person or mailed by
      first-class mail (registered or certified, return receipt requested), fax or
      overnight air courier guaranteeing next day delivery, to the others’
address:

     

    If
      to the
      Issuers and/or any Guarantor:


     

    ALLTEL
      Communications, Inc.

    One
      Allied Drive

    Little
      Rock, Arkansas  72202

    Fax
      No.:  501-905-0962

    Attention:  General
      Counsel

     

    If
      to the
      Trustee:

     

    Wells
      Fargo Bank, National Association

    Corporate
      Trust Services

    213
      Court
      Street, Suite 703

    Middletown,
      Connecticut 06457

    Fax
      No.:  860-704-6219

    Attention:
      Alltel Account Manager

    


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

     

    
      
        
        

      

      
        139

        
          

        

      

      
        
        

      

    

    All
      notices and communications (other than those sent to Holders) shall be deemed
      to
      have been duly given: at the time delivered by hand, if personally delivered;
      five calendar days after being deposited in the mail, postage prepaid, if mailed
      by first-class mail; when receipt acknowledged, if faxed; and the next Business
      Day after timely delivery to the courier, if sent by overnight air courier
      guaranteeing next day delivery; provided that any notice or communication
      delivered to the Trustee shall be deemed effective upon actual receipt
      thereof.

     

    Any
      notice or communication to a Holder shall be electronically delivered, mailed
      by
      first-class mail, certified or registered, return receipt requested, or by
      overnight air courier guaranteeing next day delivery to its address shown on
      the
      Note Register kept by the Registrar.  Any notice or communication
      shall also be so mailed to any Person described in Trust Indenture Act Section
      313(c), to the extent required by the Trust Indenture Act.  Failure to
      deliver a notice or communication to a Holder or any defect in it shall not
      affect its sufficiency with respect to other Holders.

     

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

     

    If
      the
      Issuers deliver a notice or communication to Holders, they shall deliver a
      copy
      to the Trustee and each Agent at the same time.

     

    SECTION
      12.03.  Communication
      by Holders with Other Holders.  Holders
      may communicate pursuant to Trust Indenture Act Section 312(b) with other
      Holders with respect to their rights under this Indenture or the
      Notes.  The Issuers, the Trustee, the Registrar and anyone else shall
      have the protection of Trust Indenture Act Section 312(c).

     

    SECTION
      12.04.  Certificate
      and Opinion as to Conditions Precedent.  Upon
      any request or application by the Issuers or any of the Guarantors to the
      Trustee to take any action under this Indenture, the Issuers or such Guarantor,
      as the case may be, shall furnish to the Trustee:

     

            (A)  An
      Officer’s Certificate of any of the Issuers in such form and substance
      reasonably satisfactory to the Trustee (which shall include the statements
      set
      forth in Section 12.05 hereof) stating that, in the opinion of the signers,
      all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

     

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

     

    provided,
      however, that such Opinion of Counsel shall not be required in connection
      with the authentication and delivery by the Trustee of the Initial Toggle
      Notes.

     

    
      
        
        

      

      
        140

        
          

        

      

      
        
        

      

    

    SECTION
      12.05.  Statements
      Required in Certificate or Opinion.  Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than a certificate provided pursuant
      to
      Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply
      with
      the provisions of Trust Indenture Act Section 314(e) and shall
      include:

     

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

     

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


    are
      based;

     

            (C)  a
      statement that, in the opinion of such Person, he or she has made such
      examination or investigation as is necessary to enable him to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with (and, in the case of an Opinion of Counsel, may be limited to
      reliance on an Officer’s Certificate as to matters of fact); and

     

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

     

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

     

    SECTION
      12.07.  No
      Personal Liability of Directors, Officers, Employees and
      Stockholders.  No
      director, officer, employee, incorporator or stockholder of the Issuers, any
      Guarantor or any of their parent companies (other than the Issuers and the
      Guarantors) shall have any liability for any obligations of the Issuers or
      the
      Guarantors under the Notes, the Guarantees or this Indenture or for any claim
      based on, in respect of, or by reason of such obligations or their
      creation.  Each Holder by accepting Notes waives and releases all such
      liability.  The waiver and release are part of the consideration for
      issuance of the Notes.

     

    SECTION
      12.08.  Governing
      Law.  THIS
      INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
      12.09.  Waiver
      of Jury Trial.  EACH
      OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO
      THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
      IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES
      OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    
      
        
        

      

      
        141

        
          

        

      

      
        
        

      

    

    SECTION
      12.10.  Force
      Majeure.  In
      no event shall the Trustee be responsible or liable for any failure or delay
      in
      the performance of its obligations under this Indenture arising out of or caused
      by, directly or indirectly, forces beyond its reasonable control, including
      without limitation strikes, work stoppages, accidents, acts of war or terrorism,
      civil or military disturbances, nuclear or natural catastrophes or acts of
      God,
      and interruptions, loss or malfunctions of utilities, communications or computer
      (software or hardware) services.

     

    SECTION
      12.11.  No
      Adverse Interpretation of Other Agreements.  This
      Indenture may not be used to interpret any other indenture, loan or debt
      agreement of the Issuers or any Restricted Subsidiary or of any other
      Person.  Any such indenture, loan or debt agreement may not be used to
      interpret this Indenture.

     

    SECTION
      12.12.  Successors.  All
      agreements of the Issuers in this Indenture and the Notes shall bind their
      successors.  All agreements of the Trustee in this Indenture shall
      bind its successors.  All agreements of each Guarantor in this
      Indenture shall bind its successors, except as otherwise provided in Section
      10.06 hereof.

     

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

     

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

     

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

     

    SECTION
      12.16.  Qualification
      of Indenture.  The
      Issuers and the Guarantors shall qualify this Indenture under the Trust
      Indenture Act in accordance with the terms and conditions of the applicable
      Registration Rights Agreement and shall pay all reasonable costs and expenses
      (including attorneys’ fees and expenses for the Issuers, the Guarantors and the
      Trustee) incurred in connection therewith, including, but not limited to, costs
      and expenses of qualification of this Indenture and the Notes and printing
      this
      Indenture and the Notes.  The Trustee shall be entitled to receive
      from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of
      Counsel or other documentation as it may reasonably request in connection with
      any such qualification of this Indenture under the Trust Indenture
      Act.

     

    [Signatures
      on following page]


    
      
        
        

      

      
        142

        
          

        

      

      
        
        

      

    


                               ALLTEL
      COMMUNICATIONS,
      INC.

     

                               By:  /s/
      Sharilyn S. Gasaway

    
      	
               

            	
              Name:
                Sharilyn S. Gasaway

            


    

    
      	
               

            	
              Title:
                Executive Vice President and Chief Financial
                Officer

            


    

     

                               ALLTEL
      COMMUNICATIONS
      FINANCE, INC.

     

                               By:  /s/
      Sharilyn S. Gasaway

    
      	
               

            	
              Name:

            	
              Sharilyn
                S. Gasaway

            


    

    
      	
               

            	
              Title:

            	
              Executive
                Vice President and Chief Financial
                Officer

            


    

     

                                                                      
      EACH OF THE GUARANTORS LISTED

                       ON
      ANNEX A HERETO,

                               each
      as a
      Guarantor

     

                               By: 
/s/
      Sharilyn
      S. Gasaway

    
      	
               

            	
              Name:

            	
              Sharilyn
                S. Gasaway

            


    

    
      	
               

            	
              Title:

            	
              Authorized
                Signatory

            


    

     


    
      
        
        

      

      
        Signature
          Page to Indenture

        
          

        

      

      
        
        

      

    


     

                               WELLS
      FARGO BANK, NATIONAL
      ASSOCIATION,

                               as
      Trustee

     

                               By:  /s/
      Joseph P. O’Donnell

    
      	
               

            	
              Name:

            	
              Joseph
                P. O’Donnell

            


    

    
      	
               

            	
              Title:

            	
              Vice
                President

            


    

     

    
      	
              Date:
                December 3, 2007

            


    

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        Signature Page
          to
          Indenture

        
          

        

      

      
        
        

      

    


    ANNEX
      A

    


    
      	 	
              Name
                of Guarantor

            	
              Jurisdiction

            
	
              1.

            	
              ALLTEL
                Corporation

            	
              Delaware

            
	
              2.

            	
              ACI
                Procurement Company LP

            	
              Delaware

            
	
              3.

            	
              ALLTEL
                Cellular Associates of Arkansas Limited Partnership

            	
              Arkansas

            
	
              4.

            	
              ALLTEL
                Communications Investments, Inc.

            	
              Delaware

            
	
              5.

            	
              ALLTEL
                Communications of Michigan RSA #4, Inc.

            	
              Louisiana

            
	
              6.

            	
              ALLTEL
                Communications of Michigan RSA #6 Cellular Limited
                Partnership

            	
              Delaware

            
	
              7.

            	
              ALLTEL
                Communications of Michigan RSAs, Inc.

            	
              Louisiana

            
	
              8.

            	
              ALLTEL
                Communications of Mississippi RSA #2, Inc.

            	
              Mississippi

            
	
              9.

            	
              ALLTEL
                Communications of Mississippi RSA #6, Inc.

            	
              Mississippi

            
	
              10.

            	
              ALLTEL
                Communications of Mississippi RSA #7, Inc.

            	
              Mississippi

            
	
              11.

            	
              ALLTEL
                Communications of Nebraska, Inc.

            	
              Nebraska

            
	
              12.

            	
              ALLTEL
                Communications of New Mexico, Inc.

            	
              Delaware

            
	
              13.

            	
              ALLTEL
                Communications of North Arkansas, Inc.

            	
              Louisiana

            
	
              14.

            	
              ALLTEL
                Communications of North Louisiana Cellular Limited
                Partnership

            	
              Delaware

            
	
              15.

            	
              ALLTEL
                Communications of Ohio No. 2, Inc.

            	
              Delaware

            
	
              16.

            	
              ALLTEL
                Communications of Ohio No. 3, Inc.

            	
              Delaware

            
	
              17.

            	
              ALLTEL
                Communications of Petersburg, Inc.

            	
              Virginia

            
	
              18.

            	
              ALLTEL
                Communications of Pine Bluff, LLC

            	
              Arkansas

            
	
              19.

            	
              ALLTEL
                Communications of Saginaw, Inc.

            	
              Louisiana

            
	
              20.

            	
              ALLTEL
                Communications of South Arkansas, Inc.

            	
              Louisiana

            
	
              21.

            	
              ALLTEL
                Communications of Southern Michigan Cellular Limited
                Partnership

            	
              Delaware

            
	
              22.

            	
              ALLTEL
                Communications of Southern Michigan, Inc.

            	
              Delaware

            
	
              23.

            	
              ALLTEL
                Communications of Southwest Arkansas Cellular Limited
                Partnership

            	
              Delaware

            
	
              24.

            	
              ALLTEL
                Communications of Texarkana, Inc.

            	
              Louisiana

            
	
              25.

            	
              ALLTEL
                Communications of Texas Limited Partnership

            	
              Texas

            
	
              26.

            	
              ALLTEL
                Communications of the Southwest Limited Partnership

            	
              Nevada

            
	
              27.

            	
              ALLTEL
                Communications of Virginia No. 1, Inc.

            	
              Virginia

            
	
              28.

            	
              ALLTEL
                Communications of Virginia, Inc.

            	
              Virginia

            
	
              29.

            	
              ALLTEL
                Communications Southwest Holdings, Inc.

            	
              Delaware

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              30.

            	
              ALLTEL
                Communications Wireless of Louisiana, Inc.

            	
              Louisiana

            
	
              31.

            	
              ALLTEL
                Communications Wireless, Inc.

            	
              Louisiana

            
	
              32.

            	
              Alltel
                Group

            	
              Delaware

            
	
              33.

            	
              Alltel
                Group LLC

            	
              Delaware

            
	
              34.

            	
              Alltel
                Incentives LLC

            	
              Arkansas

            
	
              35.

            	
              ALLTEL
                International Holding, Inc.

            	
              Delaware

            
	
              36.

            	
              ALLTEL
                Investments, Inc.

            	
              Nevada

            
	
              37.

            	
              ALLTEL
                Mobile of Louisiana, LLC

            	
              Louisiana

            
	
              38.

            	
              ALLTEL
                Newco LLC

            	
              Delaware

            
	
              39.

            	
              ALLTEL
                Ohio Limited Partnership

            	
              Delaware

            
	
              40.

            	
              ALLTEL
                Properties, LLC

            	
              Arkansas

            
	
              41.

            	
              ALLTEL
                Remote Access, Inc.

            	
              Louisiana

            
	
              42.

            	
              ALLTEL
                Telelink, Inc.

            	
              Louisiana

            
	
              43.

            	
              ALLTEL
                Wireless Holdings of Nebraska, Inc.

            	
              Nebraska

            
	
              44.

            	
              ALLTEL
                Wireless Holdings, LLC

            	
              Delaware

            
	
              45.

            	
              ALLTEL
                Wireless of Alexandria, LLC

            	
              Louisiana

            
	
              46.

            	
              ALLTEL
                Wireless of LaCrosse, LLC

            	
              Delaware

            
	
              47.

            	
              ALLTEL
                Wireless of Michigan RSA #1 and RSA #2, Inc.

            	
              Michigan

            
	
              48.

            	
              ALLTEL
                Wireless of Mississippi RSA #5, LLC

            	
              Louisiana

            
	
              49.

            	
              ALLTEL
                Wireless of North Louisiana, LLC

            	
              Louisiana

            
	
              50.

            	
              ALLTEL
                Wireless of Shreveport, LLC

            	
              Louisiana

            
	
              51.

            	
              ALLTEL
                Wireless of Texarkana, LLC

            	
              Louisiana

            
	
              52.

            	
              ALLTEL
                Wireless of Wisconsin Appleton-Oshkosh- Neenah MSA, LLC

            	
              Delaware

            
	
              53.

            	
              ALLTEL
                Wireless of Wisconsin RSA #1, LLC

            	
              Delaware

            
	
              54.

            	
              ALLTEL
                Wireless of Wisconsin RSA #10, LLC

            	
              Delaware

            
	
              55.

            	
              ALLTEL
                Wireless of Wisconsin RSA #2, LLC

            	
              Delaware

            
	
              56.

            	
              ALLTEL
                Wireless of Wisconsin RSA #3, LLC

            	
              Delaware

            
	
              57.

            	
              ALLTEL
                Wireless of Wisconsin RSA #6, LLC

            	
              Delaware

            
	
              58.

            	
              ALLTEL
                Wireless of Wisconsin RSA #8, LLC

            	
              Delaware

            
	
              59.

            	
              Appleton-Oshkosh-Neenah
                MSA Limited Partnership

            	
              Wisconsin

            


    

    
      	
              60.

            	
              Cellular
                of Southern Illinois, Inc.

            	
              Illinois

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              61.

            	
              Celutel,
                Inc.

            	
              Delaware

            
	
              62.

            	
              Central
                Florida Cellular Telephone Company, Inc.

            	
              Florida

            
	
              63.

            	
              Control
                Communications Industries, Inc.

            	
              Delaware

            
	
              64.

            	
              CP
                National Corporation

            	
              California

            
	
              65.

            	
              Dynalex,
                Inc.

            	
              California

            
	
              66.

            	
              Eau
                Claire Cellular Telephone Limited Partnership

            	
              Wisconsin

            
	
              67.

            	
              Eau
                Claire Cellular, Inc.

            	
              Colorado

            
	
              68.

            	
              First
                Wireless, LLC

            	
              Delaware

            
	
              69.

            	
              Great
                Western Cellular Holdings, LLC

            	
              Delaware

            
	
              70.

            	
              ID
                Holding, LLC

            	
              Delaware

            
	
              71.

            	
              KIN
                Network, Inc.

            	
              Kansas

            
	
              72.

            	
              Midwest
                Wireless Communications L.L.C.

            	
              Delaware

            
	
              73.

            	
              Midwest
                Wireless Holdings L.L.C.

            	
              Delaware

            
	
              74.

            	
              Midwest
                Wireless Iowa L.L.C.

            	
              Delaware

            
	
              75.

            	
              Midwest
                Wireless Wisconsin L.L.C.

            	
              Delaware

            
	
              76.

            	
              Minford
                Cellular Telephone Company

            	
              Delaware

            
	
              77.

            	
              MVI
                Corp.

            	
              Oregon

            
	
              78.

            	
              N12AR,
                LLC

            	
              Delaware

            
	
              79.

            	
              North-West
                Cellular of Eau Claire, Inc.

            	
              Wisconsin

            
	
              80.

            	
              Ocean
                Technology, Inc.

            	
              California

            
	
              81.

            	
              Ocean
                Technology International, Inc.

            	
              California

            
	
              82.

            	
              Pacific
                Telecom Cellular of Washington, Inc.

            	
              Washington

            
	
              83.

            	
              Pacific
                Telecom Cellular, Inc.

            	
              Wisconsin

            
	
              84.

            	
              Pascagoula
                Cellular Services, Inc.

            	
              Mississippi

            
	
              85.

            	
              Radiofone,
                Inc.

            	
              Louisiana

            
	
              86.

            	
              RCTC
                Wholesale Corporation

            	
              Virginia

            
	
              87.

            	
              Saginaw
                Bay Cellular Company

            	
              Michigan

            
	
              88.

            	
              Six
                Zulu Echo, LLC

            	
              Delaware

            
	
              89.

            	
              Southern
                Illinois Cellular Corp.

            	
              Illinois

            
	
              90.

            	
              Southern
                Illinois RSA Partnership

            	
              Illinois

            
	
              91.

            	
              Switch
                2000 LLC

            	
              Minnesota

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              92.

            	
              Telecor
                Cellular, Inc.

            	
              Louisiana

            
	
              93.

            	
              Tucson
                21 Cellular Limited Partnership

            	
              Delaware

            
	
              94.

            	
              UC/PTC
                of Wisconsin, LLC

            	
              Wisconsin

            
	
              95.

            	
              Universal
                Cellular, Inc.

            	
              Wisconsin

            
	
              96.

            	
              Virginia
                Cellular LLC

            	
              Virginia

            
	
              97.

            	
              Western
                CLEC Corporation

            	
              Delaware

            
	
              98.

            	
              Western
                COG Corporation

            	
              Delaware

            
	
              99.

            	
              Western
                Wireless International Austria Corporation

            	
              Delaware

            
	
              100.

            	
              Western
                Wireless International Bolivia III Corporation

            	
              Delaware

            
	
              101.

            	
              Western
                Wireless International Corporation

            	
              Delaware

            
	
              102.

            	
              Western
                Wireless International Georgia Corporation

            	
              Delaware

            
	
              103.

            	
              Western
                Wireless International Ghana Corporation

            	
              Delaware

            
	
              104.

            	
              Western
                Wireless International Haiti Corporation

            	
              Delaware

            
	
              105.

            	
              Western
                Wireless International Holding Corporation

            	
              Delaware

            
	
              106.

            	
              Western
                Wireless International Ivory Coast Corporation

            	
              Delaware

            
	
              107.

            	
              Western
                Wireless International Ivory Coast II Corporation

            	
              Delaware

            
	
              108.

            	
              Western
                Wireless International Kosovo Corporation

            	
              Delaware

            
	
              109.

            	
              Western
                Wireless International SakSat Corporation

            	
              Delaware

            
	
              110.

            	
              Western
                Wireless International Slovenia Corporation

            	
              Delaware

            
	
              111.

            	
              Western
                Wireless International Slovenia II Corporation

            	
              Delaware

            
	
              112.

            	
              Western
                Wireless LLC

            	
              Washington

            
	
              113.

            	
              WWC
                CLEC Holding Corporation

            	
              Delaware

            
	
              114.

            	
              WWC
                Holding Co., Inc.

            	
              Delaware

            
	
              115.

            	
              WWC
                License Holding LLC

            	
              Delaware

            
	
              116.

            	
              WWC
                License LLC

            	
              Delaware

            
	
              117.

            	
              WWC
                Systems Purchasing Corporation

            	
              Delaware

            
	
              118.

            	
              WWC
                Texas RSA Holding Corporation

            	
              Delaware

            
	
              119.

            	
              WWC
                Texas RSA Limited Partnership

            	
              Delaware

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-1

     

    [Face
      of
      Cash-Pay Note]

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    


    CUSIP1
      [           ]

     

    ISIN
      [           ]

     

    [RULE
      144A][REGULATION S] [GLOBAL] NOTE

     

    Cash-Pay
      Note due 2015

     

    No.
      ___                                                                                             [$__________]

     

    ALLTEL
      Communications, Inc., a Delaware corporation, and Alltel Communications Finance,
      Inc., a Delaware corporation, promise to pay to__________ or registered assigns,
      the principal sum [set forth on the Schedule of Exchanges of Interests in the
      Global Note attached hereto] [of _______________ United States Dollars] on
      [            ],
      2015.

     

    Interest
      Payment
      Dates:  [              ]
      and [            ],
      commencing on
      [              ]2

     

    Record
      Dates:  [                 ]
      and [           ]3

     

    

      

    

      
      
        	
                1

              	
                144A
                  Cash-Pay Notes
                  ISIN:  [                ]

              


      

      
        	
                 

              	
                144A
                  Cash-Pay Notes
                  CUSIP:  [                ]

              


      

      
        	
                 

              	
                Regulation
                  S Cash-Pay Notes
                  ISIN:  [                ]

              


      

      
        	
                 

              	
                Regulation
                  S Cash-Pay Notes
                  CUSIP:  [                ]

              


      

       

    

    
      
        	
                2

              	
                To
                  be provided in a supplemental
                  indenture.

              


      

       

    

    
      
        	
                3

              	
                To
                  be provided in a supplemental
                  indenture.

              


      

       

    


    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS HEREOF, each Issuer has caused this instrument to be duly
      executed.

     

    Dated:

     

     

                               ALLTEL
      COMMUNICATIONS,
      INC.

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

     

     

                               ALLTEL
      COMMUNICATIONS
      FINANCE, INC.

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

     

     

     

     

    
 

    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    


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

     

                               WELLS
      FARGO BANK, NATIONAL
      ASSOCIATION,

                               as
      Trustee

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    Date:


    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    


    [Back
      of
      Cash-Pay Note]

    Cash-Pay
      Note due 2015

     

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

     

    1.           INTEREST.  ALLTEL
      Communications, Inc., a Delaware corporation (“ACI”), and Alltel
      Communications Finance, Inc., a Delaware corporation (the “Issuers”),
      promise to pay interest on the principal amount of this Cash-Pay Note at a
      rate
      per annum of [  ]% from
      [[             ] [  ],
      20[  ]]4 until maturity and to
      pay the Additional Interest, if any, payable pursuant to the applicable
      Registration Rights Agreement referred to below.  The Issuers will pay
      interest on this Cash-Pay Note semi-annually in arrears on
      [                ]
      and
      [                ]5 of each year, commencing on
      [                ]6, or, if any such day is not a Business
      Day, on
      the next succeeding Business Day (each, an “Interest Payment
      Date”).  The Issuers will make each interest payment to the Holder
      of record of this Cash-Pay Note on the immediately preceding
      [                ]
      and
      [                ]7 (each, a “Record
      Date”).  Interest on this Cash-Pay Note will accrue from the most
      recent date to which interest has been paid or, if no interest has been paid,
      from the date of issuance.  The Issuers will pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on overdue
      principal and premium, if any, from time to time on demand at the rate borne
      by
      this Cash-Pay Note; they shall pay interest (including post-petition interest
      in
      any proceeding under any Bankruptcy Law) on overdue installments of interest
      (without regard to any applicable grace periods) from time to time on demand
      at
      the rate borne by this Cash-Pay Note.  Interest will be computed on
      the basis of a 360-day year comprising twelve 30-day months.

     

    2.           METHOD
      OF PAYMENT.  The Issuers will pay interest on this Cash-Pay Note to
      the Person who is the registered Holder of this Cash-Pay Note at the close
      of
      business on the Record Date (whether or not a Business Day) next preceding
      the
      Interest Payment Date, even if this Cash-Pay Note is cancelled after such record
      date and on or before such Interest Payment Date, except as provided in Section
      2.12 of the Indenture with respect to defaulted interest.  Cash
      payment of interest may be made by check mailed to the Holders at their
      addresses set forth in 

     

    
      
 

     

    4             
      Insert the date of issuance of this Cash-Pay Note.

    
       

        
        
          	
                  5

                	
                  To
                    be provided in a supplemental
                    indenture.

                


        

         

      

        
        
          	
                  6

                	
                  To
                    be provided in a supplemental
                    indenture.

                


        

         

      

        
        
          	
                  7

                	
                  To
                    be provided in a supplemental
                    indenture.

                


        

      

    

    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    

    the
      Note
      Register of Holders; provided that (a) all cash payments of principal of,
      premium, if any, and interest on, Cash-Pay Notes represented by Global Notes
      registered in the name of or held by DTC or its nominee will be made by wire
      transfer of immediately available funds to the accounts specified by the Holder
      or Holders thereof and (b) all payments of principal, premium, if any, and
      interest with respect to certificated Cash-Pay Notes will be made by wire
      transfer to a U.S. dollar account maintained by the payee with a bank in the
      United States if such Holder elects payment by wire transfer by giving written
      notice to the Trustee or the Paying Agent to such effect designating such
      account no later than 30 days immediately preceding the relevant due date for
      payment (or such other date as the Trustee may accept in its
      discretion).  Such payment shall be in such coin or currency of the
      United States of America as at the time of payment is legal tender for payment
      of public and private debts.

     

    3.           PAYING
      AGENT AND REGISTRAR.  Initially, Wells Fargo Bank, National
      Association, the Trustee under the Indenture, will act as Paying Agent and
      Registrar.  The Issuers may change any Paying Agent or Registrar
      without notice to the Holders.  The Issuers, ALLTEL Corporation or any
      domestic Subsidiary of ACI may act in any such capacity.

     

    4.           INDENTURE.  The
      terms of the Cash-Pay Notes are governed by a Senior Notes Indenture, dated
      as
      of December 3, 2007, among the Issuers, ALLTEL Corporation, as one of the
      Guarantors, the other Guarantors named therein and the Trustee (the
“Indenture”).  This Cash-Pay Note is one of a duly authorized
      issue of notes of the Issuers designated as its Cash-Pay Notes due
      2015.  The Issuers shall be entitled to issue Additional Cash-Pay
      Notes pursuant to Sections 2.01 and 4.09 of the Indenture.  The
      Cash-Pay Notes and the Toggle Notes issued under the Indenture are separate
      series of Notes, but shall be treated as a single class of securities under
      the
      Indenture, unless otherwise specified in the Indenture.  The terms of
      the Cash-Pay Notes include those stated in the Indenture and those made part
      of
      the Indenture by reference to the Trust Indenture Act of 1939, as amended (the
      “Trust Indenture Act”).  The Cash-Pay Notes are subject to all
      such terms, and Holders are referred to the Indenture and such Act for a
      statement of such terms.  To the extent any provision of this Cash-Pay
      Note conflicts with the express provisions of the Indenture, the provisions
      of
      the Indenture shall govern and be controlling.

     

    5.           OPTIONAL
      REDEMPTION.

     

    (a)  Except
      as
      described below under clauses 5(b), 5(c) and 5(d) hereof, the Cash-Pay Notes
      will not be redeemable at the Issuers’ option.

     

    (b)  At
      any
      time prior to the Cash-Pay Note Applicable Redemption Date, the Issuers may
      redeem all or a part of the Cash-Pay Notes upon not less than 30 nor more than
      60 days’ prior notice mailed by first-class mail to the registered address of
      each Holder of Cash-Pay Notes or otherwise in accordance with the procedures
      of
      DTC, at a redemption price equal to 100.0% of the principal amount of the
      Cash-Pay Notes redeemed plus the Applicable Premium as of, plus accrued
      and unpaid interest thereon and Additional Interest, if any, to, the date of
      

     

    
      
        
        

      

      
        A-1-6

        
          

        

      

      
        
        

      

    

    redemption,
      subject to the right of Holders of Cash-Pay Notes of record on the relevant
      Record Date to receive interest due on the relevant Interest Payment
      Date.

     

    (c)  Until
      the
      Cash-Pay Note Applicable Redemption Date, the Issuers may, at their option,
      redeem up to 40.0% of the aggregate principal amount of the Cash-Pay Notes
      at a
      redemption price equal to 100.0% of the aggregate principal amount thereof,
      plus a premium equal to the stated interest rate per annum on the
      Cash-Pay Notes, plus accrued and unpaid interest thereon and Additional
      Interest, if any, to the date of redemption (subject to the right of Holders
      of
      Cash-Pay Notes of record on the relevant Record Date to receive interest due
      on
      the relevant Interest Payment Date) with the net cash proceeds received by
      the
      Company or any direct or indirect parent company thereof from one or more Equity
      Offerings; provided that (i) at least 50.0% of the aggregate principal
      amount of Cash-Pay Notes issued under the Indenture prior to the date of
      redemption remains outstanding immediately after the occurrence of each such
      redemption; and (ii) each such redemption occurs within 90 days of the date
      of
      closing of each such Equity Offering.  Notice of any redemption may,
      at the Issuers’ option and discretion, be subject to one or more conditions
      precedent, including, but not limited to, completion of an Equity
      Offering.

     

    (d)  On
      and
      after the Cash-Pay Note Applicable Redemption Date, the Issuers may redeem
      the
      Cash-Pay Notes, in whole or in part, upon not less than 30 nor more than 60
      days’ prior notice mailed by first-class mail to the registered address of each
      Holder of Cash-Pay Notes or otherwise in accordance with the procedures of
      DTC,
      hereof at the redemption prices (expressed as percentages of principal amount
      of
      the Cash-Pay Notes to be redeemed) set forth in the supplemental indenture
      relating to the issuance of such Cash-Pay Notes, plus accrued and unpaid
      interest, if any, to the date of redemption, subject to the right of Holders
      of
      record on the relevant Record Date to receive interest due on the relevant
      Interest Payment Date.

     

    (e)  Any
      redemption pursuant to this paragraph 5 shall be made pursuant to the provisions
      of Sections 3.01 through 3.06 of the Indenture.

     

    6.           MANDATORY
      REDEMPTION.  The Issuers shall not be required to make mandatory
      redemption or sinking fund payments with respect to the Cash-Pay
      Notes.

     

    7.           NOTICE
      OF REDEMPTION.  Subject to Section 3.03 of the Indenture, notice of
      redemption will be delivered electronically or mailed by first-class mail at
      least 30 days but not more than 60 days before the date of redemption (except
      that redemption notices may be delivered electronically or mailed more than
      60
      days prior to a date of redemption if the notice is issued in connection with
      Article VIII or Article XI of the Indenture) to each Holder whose Cash-Pay
      Notes
      are to be redeemed at its registered address.  No Cash-Pay Notes of
      less than $2,000 can be redeemed in part, except that if all the Cash-Pay Notes
      of a Holder are to be redeemed, the entire amount of Cash-Pay Notes held by
      such
      Holder shall be redeemed.  On and after the date of redemption,
      interest ceases to accrue on this Cash-Pay Note or portions thereof called
      for
      redemption.

     

    
      
        
        

      

      
        A-1-7

        
          

        

      

      
        
        

      

    

    8.           OFFERS
      TO REPURCHASE.  Upon the occurrence of a Change of Control, the
      Issuers shall make a Change of Control Offer in accordance with Section 4.14
      of
      the Indenture.  In connection with certain Asset Sales, the Issuers
      shall make an Asset Sale Offer as and when provided in accordance with Sections
      3.09 and 4.10 of the Indenture.

     

    9.           DENOMINATIONS,
      TRANSFER, EXCHANGE.  The Cash-Pay Notes are in registered form without
      coupons in denominations of $2,000 and any integral multiple of $1,000 in excess
      of $2,000.  The transfer of Cash-Pay Notes may be registered and
      Cash-Pay Notes may be exchanged as provided in the Indenture.  The
      Registrar and the Trustee may require a Holder, among other things, to furnish
      appropriate endorsements and transfer documents and the Issuers may require
      a
      Holder to pay any taxes and fees required by law or permitted by the
      Indenture.  The Issuers need not exchange or register the transfer of
      any Cash-Pay Notes or portion of a Cash-Pay Note selected for redemption, except
      for the unredeemed portion of any Cash-Pay Note being redeemed in
      part.  Also, the Issuers need not exchange or register the transfer of
      any Cash-Pay Note for a period of 15 days before a selection of Cash-Pay Note
      to
      be redeemed.

     

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

     

    11.           AMENDMENT,
      SUPPLEMENT AND WAIVER.  The Indenture, the Guarantees or the Notes may
      be amended or supplemented as provided in the Indenture.

     

    12.           DEFAULTS
      AND REMEDIES.  The Events of Default relating to the Cash-Pay Notes
      are defined in Section 6.01 of the Indenture.  If any Event of Default
      occurs and is continuing, the Trustee or the Holders of at least 30.0% in
      principal amount of (i) in the case of a default in payment of principal,
      premium, interest or Additional Interest on any Class of Notes, the then total
      outstanding amounts of such Class of Notes and (ii) in all other cases, the
      Notes may declare the principal, premium, if any, interest and any other
      monetary obligations on all the then outstanding Notes to be due and payable
      immediately.  Notwithstanding the foregoing, in the case of an Event
      of Default arising from certain events of bankruptcy or insolvency, all
      outstanding Notes will become due and payable immediately without further action
      or notice.  Holders may not enforce the Indenture, the Cash-Pay Notes
      or the Guarantees except as provided in the Indenture.  Subject to
      certain limitations, Holders of a majority in aggregate principal amount of
      the
      then outstanding Notes may direct the Trustee in its exercise of any trust
      or
      power.  The Trustee may withhold from Holders of the Cash-Pay Notes
      notice of any continuing Default (except a Default relating to the payment
      of
      principal, premium, if any, or interest) if it determines that withholding
      notice is in their interest.  The Holders of a majority in aggregate
      of (i) in the case of a Default in payment of principal, premium, interest
      or
      Additional Interest on any Class of Notes, the then total outstanding amounts
      of
      such Class of Notes by written notice to the Trustee may on behalf of the
      Holders of all of the Notes waive any such existing Default and its consequences
      under the Indenture (except a continuing Default in the payment of the
      principal, premium, if any, or interest on, any Note held by a non-consenting
      

     

    
      
        
        

      

      
        A-1-8

        
          

        

      

      
        
        

      

    

    Holder)
      and (ii) in the case of all other Defaults, the then outstanding Notes by
      written notice to the Trustee may on behalf of the Holders of all of the Notes
      waive any such existing Default and its consequences under the
      Indenture.  The Company is required to deliver to the Trustee annually
      a statement regarding compliance with the Indenture, and the Company is required
      within five Business Days after becoming aware of any Default, to deliver to
      the
      Trustee a statement specifying such Default and what action the Company proposes
      to take with respect thereto.

     

    13.           AUTHENTICATION.  This
      Cash-Pay Note shall not be entitled to any benefit under the Indenture or be
      valid or obligatory for any purpose until authenticated by the manual signature
      of the Trustee.

     

    14.           ADDITIONAL
      RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE
      NOTES.  In addition to the rights provided to Holders of Cash-Pay
      Notes under the Indenture, Holders of Restricted Global Notes and Restricted
      Definitive Notes shall have all the rights set forth in the applicable
      Registration Rights Agreement, including the right to receive Additional
      Interest (as defined in such Registration Rights Agreement).

     

    15.           GOVERNING
      LAW.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
      CONSTRUE THE INDENTURE, THE CASH-PAY NOTES AND THE GUARANTEES.

     

    16.           CUSIP
      AND ISIN NUMBERS.  Pursuant to a recommendation promulgated by the
      Committee on Uniform Security Identification Procedures, the Issuers have caused
      CUSIP and ISIN numbers to be printed on the Cash-Pay Notes and the Trustee
      may
      use CUSIP and ISIN numbers in notices of redemption as a convenience to
      Holders.  No representation is made as to the accuracy of such numbers
      either as printed on the Cash-Pay Notes or as contained in any notice of
      redemption and reliance may be placed only on the other identification numbers
      placed thereon.

     

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

     

    ALLTEL
      Communications, Inc.

    One
      Allied Drive

    Little
      Rock, Arkansas  72202

    Fax
      No.:  501-905-0962

    Attention:  General
      Counsel

     

    


    
 

      

      
        
          
          

        

        
          A-1-9

          
            

          

        

        
          
          

        

      



    


    ASSIGNMENT
      FORM

     

    To
      assign
      this Cash-Pay Note, fill in the form below:

     

    (I)
      or
      (we) assign and transfer this Cash-Pay Note
      to:  _______________________________________________

    (Insert
      assignee’s
      legal name)

     

    
      

    

    
      (Insert assignee’s
        soc. sec. or tax I.D. no.)

       

      
        

      

       

      
        

      

       

      
        

      
(Print or type
      assignee’s name, address and zip code)

     

    and
      irrevocably appoint
      _________________________________________________________to
      transfer this Cash-Pay Note on the books of the Issuers.  The agent
      may substitute another to
      act
      for him.

     

    Date:
      _______________________

     

    
      	
               

            	
              Your
                Signature:  ______________________________

            


    

     

    
      	
               

            	
              (Sign
                exactly as your name appears

            


    

    
      	
               

            	
              on
                the face of this Cash-Pay Note)

            


    

     

    Signature
      Guarantee*:  _________________________________________

     

    *
      Participant in a recognized Signature Guarantee Medallion Program (or other
      signature

    guarantor
      acceptable to the Trustee).

    



    
      
        
        

      

      
        A-1-10

        
          

        

      

      
        
        

      

    


    


    OPTION
      OF
      HOLDER TO ELECT PURCHASE

     

    If
      you
      want to elect to have this Cash-Pay Note purchased by the Issuers pursuant
      to
      Section 4.10 or 4.14 of the Indenture, check the appropriate box
      below:

     

    [  ]
      Section
      4.10                                           [  ]
      Section 4.14

     

    If
      you
      want to elect to have only part of this Cash-Pay Note purchased by the Issuers
      pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount
      you
      elect to have purchased:

     

    $________________

     

    Date:  ______________________

     

    
      	
               

            	
              Your
                Signature:  ______________________________

            


    

    
      	
               

            	
              (Sign
                exactly as your name appears

            


    

    
      	
               

            	
              on
                the face of this Cash-Pay Note)

            


    

     

    
      	
               

            	
              Tax
                Identification
                No.:  ________________________

            


    

     

    Signature
      Guarantee*:  _______________________________________

     

    *
      Participant in a recognized Signature Guarantee Medallion Program (or other
      signature

    guarantor
      acceptable to the Trustee).

    


    



    
      
        
        

      

      
        A-1-11

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     

    The
      initial outstanding principal amount of this Global Note is
      $___________.  The following exchanges of a part of this Global Note
      for an interest in another Global Note or for a Definitive Note, or exchanges
      of
      a part of another Global or Definitive Note for an interest in this Global
      Note,
      have been made:

     

    


    
      	
              
                 

                 

                 

                 

                Date
                  of

                Exchange

              

            	 	
              
                 

                Amount
                  of

                decrease
                  in

                Principal

                Amount
                  of this

                Global
                  Note

              

            	 	
              
                 

                Amount
                  of

                increase
                  in

                Principal

                Amount
                  of this

                Global
                  Note

              

            	 	
              
                Principal

                Amount
                  of this

                Global
                  Note

                following
                  such

                decrease
                  or

                increase

              

            	 	
              
                 

                 

                Signature
                  of

                authorized

                office
                  of Trustee

                or
                  Custodian

              

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

    


    


    ____________________

    *This
      schedule should be included only if the Note is issued in global
      form.

    


    



    
      
        
        

      

      
        A-1-12

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A-2

     

    [Face
      of
      Toggle Note]

     

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

     

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

     

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

     

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

     

    



    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    


    


    CUSIP1[           ]

     

    ISIN
      [           ]

     

    [RULE
      144A][REGULATION S] [GLOBAL] NOTE

     

    10.375%
      /
      11.125% Toggle Note due 2017

     

    No.
      ___                                                                                             [$__________]

     

    ALLTEL
      Communications, Inc., a Delaware corporation, and Alltel Communications Finance,
      Inc., a Delaware corporation, promise to pay to__________ or registered assigns,
      the principal sum [set forth on the Schedule of Exchanges of Interests in the
      Global Note attached hereto] [of _______________ United States Dollars] on
      December 1, 2017.

     

    Interest
      Payment Dates:  December 1 and June 1, commencing on June 1,
      2008

     

    Record
      Dates:  November 15 and May 15

     

    

      

    

      
      
        	
                1

              	
                144A
                  Toggle Notes
                  ISIN:  US02004JAD28

              


      

      
        	
                 

              	
                144A
                  Toggle Notes CUSIP:  02004J
                  AD2

              


      

      
        	
                 

              	
                Regulation
                  S Toggle Notes
                  ISIN:  USU01988AB79

              


      

      
        	
                 

              	
                Regulation
                  S Toggle Notes CUSIP:  U01988
                  AB7

              


      

       

    


    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS HEREOF, each Issuer has caused this instrument to be duly
      executed.

     

    Dated:

     

     

                               ALLTEL
      COMMUNICATIONS,
      INC.

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

     

     

                               ALLTEL
      COMMUNICATIONS
      FINANCE, INC.

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    



    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    


    


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

     

     

                               WELLS
      FARGO BANK, NATIONAL
      ASSOCIATION,

     

                               as
      Trustee

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    


                               Date:

         

    
      
        
        

      

      
        
          Signature Page to Senior Toggle Note 

          A-2-4     

        

        
          

        

      

      
        
        

      

    


    


    [Back
      of
      Toggle Note]

     

    10.375%
      /
      11.125% Toggle Note due 2017

     

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

     

    1.           INTEREST.  ALLTEL
      Communications, Inc., a Delaware corporation (ACI), and Alltel Communications
      Finance, Inc., a Delaware corporation (the “Issuers”), promise to pay
      interest on the principal amount of this Toggle Note at a rate per annum set
      forth below from December 3, 2007 until maturity and to pay the Additional
      Interest, if any, payable pursuant to the applicable Registration Rights
      Agreement referred to below.  The Issuers will pay interest on this
      Toggle Note semi-annually in arrears on December 1 and June 1 of each year,
      commencing on June 1, 2008, or, if any such day is not a Business Day, on the
      next succeeding Business Day (each, an “Interest Payment
      Date”).  The Issuers will make each interest payment to the Holder
      of record of this Toggle Note on the immediately preceding November 15 and
      May
      15 (each, a “Record Date”).  Interest on this Toggle Note will
      accrue from the most recent date to which interest has been paid or, if no
      interest has been paid, from and including the date of issuance.  The
      Issuers will pay interest (including post-petition interest in any proceeding
      under any Bankruptcy Law) on overdue principal and premium, if any, from time
      to
      time on demand at the rate then applicable to this Toggle Note; they shall
      pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue installments of interest (without regard to any
      applicable grace periods) from time to time on demand at the rate then
      applicable to this Toggle Note.  Interest will be computed on the
      basis of a 360-day year comprising twelve 30-day months.

     

    For
      any
      interest period through December 1, 2012, the Issuers, may, at their option,
      elect to pay interest on this Toggle Note (i) entirely in cash (“Cash
      Interest”), (ii) entirely by increasing the principal amount of this Toggle
      Note or by issuing PIK Notes (“PIK Interest”) or (iii) 50.0% as Cash
      Interest and 50.0% as PIK Interest.  The Issuers must elect the form
      of interest payment with respect to each interest period by delivering a notice
      to the Trustee prior to the beginning of each interest period.  The
      Trustee shall promptly deliver a corresponding notice to the Holder of this
      Toggle Note.  In the absence of such an election for any interest
      period, interest on this Toggle Note will be payable in the form of the interest
      payment for the prior interest period.  For the initial interest
      period and for each interest period after December 1, 2012, the Issuers will
      make all interest payments as Cash Interest.

     

    Cash
      Interest on this Toggle Note will accrue at the rate of 10.375% per
      annum.  PIK Interest on this Toggle Note will accrue at the rate of
      11.125% per annum and be payable [by increasing the principal amount of this
      Toggle Note by an amount equal to the amount of 

     

    
      
        
        

      

      
        A-2-5

        
          

        

      

      
        
        

      

    

    PIK
      Interest for the applicable interest period (rounded up to the nearest whole
      dollar)]1 [by issuing PIK Notes in an
      aggregate principal amount equal to the amount of PIK Interest for the
      applicable interest period (rounded up to the nearest whole dollar) and the
      Trustee will, at the request of the Issuers, authenticate and deliver such
      PIK
      Notes for original issuance to the Holder of this Toggle Note on the relevant
      record date, as shown by the records of the Note Register]2.  Following an increase in the
      principal amount of this Toggle Note as a result of a PIK Payment, this Toggle
      Note will bear interest on such increased principal amount from and after the
      date of such PIK Payment.  [Any PIK Notes will be dated as of the
      applicable interest payment date and will bear interest from and after such
      date.]3  All PIK Notes issued
      pursuant to a PIK Payment will mature on December 1, 2017 and will be governed
      by, and subject to the terms, provisions and conditions of, the Indenture and
      shall have the same rights and benefits as the other Toggle Notes issued under
      the Indenture.  [Any PIK Notes will be issued with the description
“PIK” on the face of such PIK Note.]4

     

    At
      the
      end of any “accrual period” (as defined in Section 1272(a)(5) of the Code)
      ending after December 3, 2012 (each, an “Optional Interest Repayment
      Date”), the Issuers may pay in cash, without duplication, all accrued and
      unpaid interest, if any, and all accrued but unpaid “original issue discount”
(as defined in Section 1273(a)(1) of the Code) on each Toggle Notes then
      outstanding up to the Optional Interest Repayment Amount, minus $50.0 million
      (each such redemption, an “Optional Interest Repayment”).  The
“Optional Interest Repayment Amount” shall mean, as of each Optional
      Interest Repayment Date, the excess, if any, of (a) the aggregate amount of
      accrued and unpaid interest and all accrued and unpaid “original issue discount”
(as defined in Section 1273(a)(1) of the Code) with respect to the applicable
      Toggle Notes, over (b) an amount equal to the product of (i) the “issue price”
(as defined in Sections 1273(b) and 1274(a) of the Code) of the applicable
      Toggle Notes multiplied by (ii) the “yield to maturity” (as defined in the
      Treasury Regulation Section 1.1272-1(b)(1)(i)) of such Toggle
      Notes.  The Issuers shall deliver a notice to the Trustee prior to
      such Optional Interest Repayment.  The Trustee shall promptly deliver
      a corresponding notice to the Holders of Toggle Notes. The Issuers shall deliver
      a notice to the Trustee prior to such Optional Interest 

     
      

    

    
      
        	
                1

              	
                Applicable
                  if this Toggle Note is represented by a Global Note registered
                  in the name
                  of or held by DTC or its nominee on the relevant record
                  date.

              


      

       


      
        
          	
                  2

                	
                  Applicable
                    if this Toggle Note is represented by certificated
                    notes.

                


        

         


      

      
        
          	
                  3

                	
                  Applicable
                    if this Toggle Note is represented by certificated
                    notes.

                


        

         


      

      
        
          	
                  4

                	
                  Applicable
                    if this Toggle Note is represented by certificated
                    notes.

                


        

         

        
          
            
            

          

          
            A-2-6

            
              

            

          

          
            
            

          

        

      

    

    Repayment.  The
      Trustee shall promptly deliver a corresponding notice to the Holders of Toggle
      Notes.

     

    On
      the
      applicable Interest Payment Date with respect to Toggle Notes closest to June
      1,
      2017, the Issuers shall repay in full in U.S. Dollars an amount of Toggle Notes
      equal to the product of (x) $50.0 million and (y) the percentage equal to the
      aggregate principal amount of outstanding Toggle Notes divided by the aggregate
      principal amount of outstanding Toggle Notes and other pay-in-kind option
      indebtedness with the same maturity on such date, as
      determined in good faith by the Issuers, rounded to the nearest
      $1,000.  Prepayments of Toggle Notes made pursuant to the preceding
      sentence shall be made on a pro rata basis based on the aggregate
      principal amount of Toggle Notes.  The Issuers shall deliver a notice
      in substantially the same form as the notice of redemption set forth in Section
      3.03 of the Indenture.  The Issuers shall deliver a notice in
      substantially the same form as the notice of redemption set forth in Section
      3.03 of the Indenture.

     

    2.           METHOD
      OF PAYMENT.  The Issuers will pay interest on this Toggle Note to the
      Person who is the registered Holder of this Toggle Note at the close of business
      on the Record Date (whether or not a Business Day) next preceding the Interest
      Payment Date, even if this Toggle Note is cancelled after such record date
      and
      on or before such Interest Payment Date, except as provided in Section 2.12
      of
      the Indenture with respect to defaulted interest.

     

    Cash
      payment of interest may be made by check mailed to the Holders at their
      addresses set forth in the Note Register of Holders; provided that [all
      cash payments of principal, premium, if any, and interest on, this Toggle Note
      will be made by wire transfer of immediately available funds to the accounts
      specified by the Holder or Holders thereof] 5
      [all cash payments of principal, premium, if
      any, and interest on, this Toggle Note will be made by wire transfer to a U.S.
      dollar account maintained by the payee with a bank in the United States if
      such
      Holder elects payment by wire transfer by giving written notice to the Trustee
      or the Paying Agent to such effect designating such account no later than 30
      days immediately preceding the relevant due date for payment (or such other
      date
      as the Trustee may accept in its discretion)]6.  Such payment shall be in such coin
      or currency of the United States of America as at the time of payment is legal
      tender for payment of public and private debts.

     

    
      
        

      

    

    
      	
              5

            	
              Applicable
                if this Toggle Note is represented by a Global Note registered in
                the name
                of or held by DTC or its nominee on the relevant record
                date.

            


      
      

      
        	
                6

              	
                Applicable
                  if this Toggle Note is represented by certificated
                  notes.

              


      

    

    
      
        
        

      

      
        A-2-7

        
          

        

      

      
        
        

      

    

    3.           PAYING
      AGENT AND REGISTRAR.  Initially, Wells Fargo Bank, National
      Association, the Trustee under the Indenture, will act as Paying Agent and
      Registrar.  The Issuers may change any Paying Agent or Registrar
      without notice to the Holders.  The Issuers, ALLTEL Corporation or any
      domestic Subsidiary of ACI may act in such capacity.

     

    4.           INDENTURE.  The
      terms of the Toggle Notes are governed by a Senior Notes Indenture, dated as
      of
      December 3, 2007, among the Issuers, ALLTEL Corporation, as one of the
      Guarantors, the other Guarantors named therein and the Trustee (the
“Indenture”).  This Toggle Note is one of a duly authorized
      issue of notes of the Issuers designated as its Toggle Notes due
      2017.  The Issuers shall be entitled to issue Additional Toggle Notes
      pursuant to Sections 2.01 and 4.09 of the Indenture.  The Toggle Notes
      and the Cash-Pay Notes issued under the Indenture are separate series of Notes,
      but shall be treated as a single class of securities under the Indenture, unless
      otherwise specified in the Indenture.  The terms of the Toggle Notes
      include those stated in the Indenture and those made part of the Indenture
      by
      reference to the Trust Indenture Act of 1939, as amended (the “Trust
      Indenture Act”).  The Toggle Notes are subject to all such terms,
      and Holders are referred to the Indenture and such Act for a statement of such
      terms.  To the extent any provision of this Toggle Note conflicts with
      the express provisions of the Indenture, the provisions of the Indenture shall
      govern and be controlling.

     

    5.           OPTIONAL
      REDEMPTION.

     

    (a)  Except
      as
      described below under clauses 5(b), 5(c) and 5(d) hereof, the Toggle Notes
      will
      not be redeemable at the Issuers’ option.

     

    (b)  At
      any
      time prior to December 1, 2012, the Issuers may redeem all or a part of the
      Toggle Notes upon not less than 30 nor more than 60 days’ prior notice mailed by
      first-class mail to the registered address of each Holder of Toggle Notes or
      otherwise in accordance with the procedures of DTC, at a redemption price equal
      to 100.0% of the principal amount of the Toggle Notes redeemed plus the
      Applicable Premium as of, plus accrued and unpaid interest thereon and
      Additional Interest, if any, to, the date of redemption, subject to the right
      of
      Holders of Toggle Notes of record on the relevant Record Date to receive
      interest due on the relevant Interest Payment Date.

     

    (c)  Until
      December 1, 2010, the Issuers may, at their option, redeem up to 40.0% of the
      aggregate principal amount of the Toggle Notes at a redemption price equal
      to
      110.375% of the aggregate principal amount thereof, plus accrued and
      unpaid interest thereon and Additional Interest, if any, to the date of
      redemption (subject to the right of Holders of Toggle Notes of record on the
      relevant Record Date to receive interest due on the relevant Interest Payment
      Date) with the net cash proceeds received by the Company or any direct or
      indirect parent company thereof from one or more Equity Offerings;
provided that (i) at least 50.0% of the aggregate principal amount of
      Initial Toggle Notes issued under the Indenture and the principal amount of
      any
      Additional Notes that are Toggle Notes issued under the Indenture prior to
      the
      date of redemption remains outstanding immediately after the occurrence of
      each


     

    
      
        
        

      

      
        A-2-8

        
          

        

      

      
        
        

      

    

    such
      redemption; and (ii) each such redemption occurs within 90 days of the date
      of
      closing of each such Equity Offering.  Notice of any redemption may,
      at the Issuers’ option, be subject to one or more conditions precedent,
      including, but not limited to, completion of an Equity Offering.

     

    (d)  On
      and
      after December 1, 2012, the Issuers may redeem the Toggle Notes, in whole or
      in
      part, upon not less than 30 nor more than 60 days’ prior notice mailed by
      first-class mail to the registered address of each Holder of Toggle Notes or
      otherwise in accordance with the procedures of DTC at the redemption prices
      (expressed as percentages of principal amount of the Toggle Notes to be
      redeemed) set forth below, plus accrued and unpaid interest, if any, to
      the date of redemption, subject to the right of Holders of Toggle Notes of
      record on the relevant Record Date to receive interest due on the relevant
      Interest Payment Date, if redeemed during the twelve-month period beginning
      on
      December 1 of each of the years indicated below:

     

    
      	
              Year

            	
              
                Redemption
                  Price

              

            
	
              2012                                                                                                     

            	
              105.188%

            
	
              2013                                                                                                     

            	
              103.458%

            
	
              2014                                                                                                     

            	
              101.729%

            
	
              2015
                and
                thereafter                                                                                                     

            	
              100.000%

            


    

     

    (e)           Any
      redemption pursuant to this paragraph 5 shall be made pursuant to the provisions
      of Sections 3.01 through 3.06 of the Indenture.

     

    6.           MANDATORY
      REDEMPTION.  The Issuers shall not be required to make mandatory
      redemption or sinking fund payments with respect to the Toggle
      Notes.

     

    7.           NOTICE
      OF REDEMPTION.  Subject to Section 3.03 of the Indenture, notice of
      redemption will be delivered electronically or mailed by first-class mail at
      least 30 days but not more than 60 days before the date of redemption (except
      that redemption notices may be delivered electronically or mailed more than
      60
      days prior to a date of redemption if the notice is issued in connection with
      Article VIII or Article XI of the Indenture) to each Holder whose Toggle Notes
      are to be redeemed at its registered address.  No Toggle Notes of less
      than $2,000 can be redeemed in part, except that if all of the Toggle Notes
      of a
      Holder are to be redeemed, the entire outstanding amount of Toggle Notes held
      by
      such Holder shall be redeemed.  On and after the date of redemption,
      interest ceases to accrue on this Toggle Note or portions thereof called for
      redemption.

     

    8.           OFFERS
      TO REPURCHASE.  Upon the occurrence of a Change of Control, the
      Issuers shall make a Change of Control Offer in accordance with Section 4.14
      of
      the Indenture.  In connection with certain Asset Sales, the Issuers
      shall make an Asset Sale Offer as and when provided in accordance with Sections
      3.09 and 4.10 of the Indenture.

     

    
      
        
        

      

      
        A-2-9

        
          

        

      

      
        
        

      

    

    9.           DENOMINATIONS,
      TRANSFER, EXCHANGE.  The Toggle Notes are issued initially in
      registered form without coupons in denominations of $2,000 and any integral
      multiple of $1,000 in excess of $2,000 and, if a PIK Payment is made, in
      denominations of $1.00 and any integral multiple of $1.00 in excess of
      $1.00.  The transfer of Toggle Notes may be registered and Toggle
      Notes may be exchanged as provided in the Indenture.  The Registrar
      and the Trustee may require a Holder, among other things, to furnish appropriate
      endorsements and transfer documents and the Issuers may require a Holder to
      pay
      any taxes and fees required by law or permitted by the Indenture.  The
      Issuers need not exchange or register the transfer of any Toggle Note or portion
      of a Toggle Note selected for redemption, except for the unredeemed portion
      of
      any Toggle Note being redeemed in part.  Also, the Issuers need not
      exchange or register the transfer of any Toggle Note for a period of 15 days
      before a selection of Toggle Notes to be redeemed.

     

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

     

    11.           AMENDMENT,
      SUPPLEMENT AND WAIVER.  The Indenture, the Guarantees or the Notes may
      be amended or supplemented as provided in the Indenture.

     

    12.           DEFAULTS
      AND REMEDIES.  The Events of Default relating to the Toggle Notes are
      defined in Section 6.01 of the Indenture.  If any Event of Default
      occurs and is continuing, the Trustee or the Holders of at least 30.0% in
      principal amount of (i) in the case of a default in payment of principal,
      premium, interest or Additional Interest on any Class of Notes, the then total
      outstanding amounts of such Class of Notes and (ii) in all other cases, the
      Notes may declare the principal, premium, if any, interest and any other
      monetary obligations on all the then outstanding Notes to be due and payable
      immediately.  Notwithstanding the foregoing, in the case of an Event
      of Default arising from certain events of bankruptcy or insolvency, all
      outstanding Notes will become due and payable immediately without further action
      or notice.  Holders may not enforce the Indenture, the Toggle Notes or
      the Guarantees except as provided in the Indenture.  Subject to
      certain limitations, Holders of a majority in aggregate principal amount of
      the
      then outstanding Notes may direct the Trustee in its exercise of any trust
      or
      power.  The Trustee may withhold from Holders of the Toggle Notes
      notice of any continuing Default (except a Default relating to the payment
      of
      principal, premium, if any, or interest) if it determines that withholding
      notice is in their interest.  The Holders of a majority in aggregate
      of (i) in the case of a Default in payment of principal, premium, interest
      or
      Additional Interest on any Class of Notes, the then total outstanding amounts
      of
      such Class of Notes by written notice to the Trustee may on behalf of the
      Holders of all of the Notes waive any such existing Default and its consequences
      under the Indenture (except a continuing Default in the payment of the
      principal, premium, if any, or interest on, any Note held by a non-consenting
      Holder) and (ii) in the case of all other Defaults, the then outstanding Notes
      by written notice to the Trustee may on behalf of the Holders of all of the
      Notes waive any such existing Default and its consequences under the
      Indenture.  The Company is required to deliver to the Trustee annually
      a statement regarding compliance with the Indenture, and the Company is required
      within five Business 

     

    
      
        
        

      

      
        A-2-10

        
          

        

      

      
        
        

      

    

    Days
      after becoming aware of any Default, to deliver to the Trustee a statement
      specifying such Default and what action the Company proposes to take with
      respect thereto.

     

    13.           AUTHENTICATION.  This
      Toggle Note shall not be entitled to any benefit under the Indenture or be
      valid
      or obligatory for any purpose until authenticated by the manual signature of
      the
      Trustee.

     

    14.           ADDITIONAL
      RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE
      NOTES.  In addition to the rights provided to Holders of Toggle Notes
      under the Indenture, Holders of Restricted Global Notes and Restricted
      Definitive Notes shall have all the rights set forth in the applicable
      Registration Rights Agreement, including the right to receive Additional
      Interest (as defined in such Registration Rights Agreement).

     

    15.           GOVERNING
      LAW.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
      CONSTRUE THE INDENTURE, THE TOGGLE NOTES AND THE GUARANTEES.

     

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

     

    


    
 

    
      
        
        

      

      
        A-2-11

        
          

        

      

      
        
        

      

    


    


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

     

    ALLTEL
      Communications, Inc.

    One
      Allied Drive

    Little
      Rock, Arkansas  72202

    Fax
      No.:  501-905-0962

    Attention:  General
      Counsel

     

    



    
      
        
        

      

      
        A-2-12

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT
      FORM

     

    To
      assign
      this Toggle Note, fill in the form below:

     

    (I)
      or
      (we) assign and transfer this Toggle Note
      to:                                                                                                                                 


    
      	
               

            	
              (Insert
                assignee’s legal name)

            


    

     
      
        

      

    

    (Insert
      assignee’s soc. sec. or tax I.D. no.)

     
      
        

      

       

      
        

      

       

      
        

      

       

      
        

      

    

    (Print
      or
      type assignee’s name, address and zip code)

     

    and
      irrevocably appoint
      _________________________________________________________to
      transfer this Toggle Note on the books of the Issuers.  The agent may
      substitute another to
      act
      for him.

     

    Date:
      _______________________

     

    
      	
               

            	
              Your
                Signature:  ______________________________

            


    

    
      	
               

            	
              (Sign
                exactly as your name appears

            


    

    
      	
               

            	
              on
                the face of this Toggle Note)

            


    

     

    Signature
      Guarantee*:  _________________________________________

     

    *
      Participant in a recognized Signature Guarantee Medallion Program (or other
      signature

    guarantor
      acceptable to the Trustee).

    



    
      
        
        

      

      
        A-2-13

        
          

        

      

      
        
        

      

    


    


    OPTION
      OF
      HOLDER TO ELECT PURCHASE

     

    If
      you
      want to elect to have this Toggle Note purchased by the Issuers pursuant to
      Section 4.10 or 4.14 of the Indenture, check the appropriate box
      below:

     

    [  ]
      Section
      4.10                                           [  ]
      Section 4.14

     

    If
      you
      want to elect to have only part of this Toggle Note purchased by the Issuers
      pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount
      you
      elect to have purchased:

     

    $________________

     

    Date:  ______________________

     

    
      	
               

            	
              Your
                Signature:  ______________________________

            


    

    
      	
               

            	
              (Sign
                exactly as your name appears

            


    

    
      	
               

            	
              on
                the face of this Toggle Note)

            


    

     

    
      	
               

            	
              Tax
                Identification
                No.:  ________________________

            


    

     

    Signature
      Guarantee*:  _______________________________________

     

    *
      Participant in a recognized Signature Guarantee Medallion Program (or other
      signature

    guarantor
      acceptable to the Trustee).

    



    
      
        
        

      

      
        A-2-14

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     

    The
      initial outstanding principal amount of this Global Note is
      $___________.  The following exchanges of a part of this Global Note
      for an interest in another Global Note or for a Definitive Note, or exchanges
      of
      a part of another Global or Definitive Note for an interest in this Global
      Note,
      have been made:

     

    


    
      	
              
                 

                 

                 

                Date
                  of

                Exchange
                  or

                PIK
                  Payment

              

            	 	
              
                 

                Amount
                  of

                decrease

                in
                  Principal

                Amount
                  of this

                Global
                  Note

              

            	 	
              
                 

                 

                Amount
                  of increase

                in
                  Principal

                Amount
                  of this

                Global
                  Note

              

            	 	
              
                Principal
                  Amount

                of

                this
                  Global Note

                following
                  such

                decrease
                  or

                increase

              

            	 	
              
                 

                Signature
                  of

                authorized

                office

                of
                  Trustee or

                Custodian

              

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

    


    


    ____________________

    *This
      schedule should be included only if the Note is issued in global
      form.

    



    
      
        
        

      

      
        A-2-15

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF
      CERTIFICATE OF TRANSFER

     

    ALLTEL
      Communications, Inc.

    One
      Allied Drive

    Little
      Rock, Arkansas  72202

    Fax
      No.:  501-905-0962

    Attention:  General
      Counsel

     

    Wells
      Fargo Bank, National Association

    Corporate
      Trust Services

    213
      Court
      Street, Suite 703

    Middletown,
      Connecticut 06457

    Fax
      No.:  860-704-6219

    Attention:
      Alltel Account Manager

     

    
      	
               

            	
              Re:

            	
              [Cash-Pay
                Notes due 2015]

            


    

     

    
      	
               

            	
              [Toggle
                Notes due 2017]

            


    

     

    Reference
      is hereby made to the Senior Notes Indenture, dated as of December 3, 2007,
      as
      may be amended or supplemented from time to time (the “Indenture”), among
      ALLTEL Communications, Inc., Alltel Communications Finance Inc. (together,
      the
“Issuers”), the Guarantors named therein and the
      Trustee.  Capitalized terms used but not defined herein shall have the
      meanings given to them in the Indenture.

     

    ____________________
      (the “Transferor”) owns and proposes to transfer the Note[s] or interest
      in such Note[s] specified in Annex A hereto, in the principal amount of
      $_______________ in such Note[s] or interests (the “Transfer”), to (the
“Transferee”), as further specified in Annex A
      hereto.   In connection with the Transfer, the Transferor hereby
      certifies that:

     

    [CHECK
      ALL THAT APPLY]

     

    1.           [  ]
      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT
      144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE
      144A.  The Transfer is being effected pursuant to and in accordance
      with Rule 144A under the United States Securities Act of 1933, as amended (the
      “Securities Act”), and, accordingly, the Transferor hereby further
      certifies that the beneficial interest or Definitive Note is being transferred
      to a Person that the Transferor reasonably believes is purchasing the beneficial
      interest or Definitive Note for its own account, or for one or more accounts
      with respect to which such Person exercises sole investment discretion, and
      such
      Person 

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    and
      each
      such account is a “qualified institutional buyer” within the meaning of Rule
      144A in a transaction meeting the requirements of Rule 144A and such Transfer
      is
      in compliance with any applicable blue sky securities laws of any state of
      the
      United States.

     

    2.           [  ]
      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT
      REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION
      S.  The Transfer is being effected pursuant to and in accordance with
      Rule 903 or Rule 904 and, accordingly, the Transferor hereby further certifies
      that (i) the Transfer is not being made to a person in the United States and
      (x)
      at the time the buy order was originated, the Transferee was outside the United
      States or such Transferor and any Person acting on its behalf reasonably
      believed and believes that the Transferee was outside the United States or
      (y)
      the transaction was executed in, on or through the facilities of a designated
      offshore securities market and neither such Transferor nor any Person acting
      on
      its behalf knows that the transaction was prearranged with a buyer in the United
      States, (ii) no directed selling efforts have been made in contravention of
      the
      requirements of Rule 903(b) or Rule 904(b) of Regulation S, (iii) the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Securities Act and (iv) if the proposed transfer is being
      made prior to the expiration of the applicable Restricted Period, the transfer
      is not being made to a U.S. Person or for the account or benefit of a U.S.
      Person (other than an Initial Purchaser).  Upon consummation of the
      proposed transfer in accordance with the terms of the Indenture, the transferred
      beneficial interest or Definitive Note will be subject to the restrictions
      on
      Transfer enumerated in the Indenture and the Securities Act.

     

    3.           [  ]
      CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
      IN
      THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT
      OTHER THAN RULE 144A OR REGULATION S.  The Transfer is being effected
      in compliance with the transfer restrictions applicable to beneficial interests
      in Restricted Global Notes and Restricted Definitive Notes and pursuant to
      and
      in accordance with the Securities Act and any applicable blue sky securities
      laws of any state of the United States, and accordingly the Transferor hereby
      further certifies that (check one):

     

    (a)           [  ]
      such Transfer is being effected pursuant to and in accordance with Rule 144
      under the Securities Act; or

     

    (b)           [  ]
      such Transfer is being effected to any of the Issuers, ALLTEL Corporation or
      a
      subsidiary thereof; or

     

    (c)           [  ]
      such Transfer is being effected pursuant to an effective registration statement
      under the Securities Act and in compliance with the prospectus delivery
      requirements of the Securities Act.

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    4.           [  ]
      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
      UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

     

    (a)           [  ]
      CHECK IF TRANSFER IS PURSUANT TO RULE 144.  (i) The Transfer is being
      effected pursuant to and in accordance with Rule 144 under the Securities Act
      and in compliance with the transfer restrictions contained in the Indenture
      and
      any applicable blue sky securities laws of any state of the United States and
      (ii) the restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act.  Upon consummation of the proposed Transfer in
      accordance with the terms of the Indenture, the transferred beneficial interest
      or Definitive Note will no longer be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the Restricted Global
      Notes, on Restricted Definitive Notes and in the Indenture.

     

    (b)           [  ]
      CHECK IF TRANSFER IS PURSUANT TO REGULATION S.  (i) The Transfer is
      being effected pursuant to and in accordance with Rule 903 or Rule 904 and
      in
      compliance with the transfer restrictions contained in the Indenture and any
      applicable blue sky securities laws of any state of the United States and (ii)
      the restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act.  Upon consummation of the proposed Transfer in
      accordance with the terms of the Indenture, the transferred beneficial interest
      or Definitive Note will no longer be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the Restricted Global
      Notes, on Restricted Definitive Notes and in the Indenture.

     

    (c)           [  ]
      CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.  (i) The Transfer is
      being effected pursuant to and in compliance with an exemption from the
      registration requirements of the Securities Act other than Rule 144, Rule 903
      or
      Rule 904 and in compliance with the transfer restrictions contained in the
      Indenture and any applicable blue sky securities laws of any State of the United
      States and (ii) the restrictions on transfer contained in the Indenture and
      the
      Private Placement Legend are not required in order to maintain compliance with
      the Securities Act.  Upon consummation of the proposed Transfer in
      accordance with the terms of the Indenture, the transferred beneficial interest
      or Definitive Note will not be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the Restricted Global
      Notes or Restricted Definitive Notes and in the Indenture.

     


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Issuers.

     

     

                               [Insert
      Name of
      Transferor]

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    


    Dated:  ________________________

    



    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    


    ANNEX
      A
      TO CERTIFICATE OF TRANSFER

     

            1.           The
      Transferor owns and proposes to transfer the following:

     

    [CHECK
      ONE OF (a) OR (b)]

     

            (a)           [  ]
      a beneficial interest in the:

     

            (i)           [  ]
      144A Global Note
      ([CUSIP:                    ]1), or

     

            (ii)           [  ]
      Regulation S Global Note
      ([CUSIP:         ]2), or

     

            (b)           [  ]
      a Restricted Definitive Note.

     

            2.           After
      the Transfer the Transferee will hold:

     

    [CHECK
      ONE]

     

            (a)           [  ]
      a beneficial interest in the:

     

            (i)           [  ]
      144A Global Note
      ([CUSIP:              ]1), or

     

            (ii)           [  ]
      Regulation S Global Note
      ([CUSIP:              ]2)or

     

            (iii)           [  ]
      Unrestricted Global Note ([ ] [ ]); or

     

            (b)           [  ]
      a Restricted Definitive Note; or

     

            (c)           [  ]
      an Unrestricted Definitive Note, in accordance with the terms of the
      Indenture.

     

    


    

      
        

      

    

      
      
        	
                1

              	
                144A
                  Cash-Pay Notes
                  CUSIP:  [                ];  144A
                  Toggle Notes CUSIP: 02004J AD2

              


      

       

    

      
      
        	
                2

              	
                Regulation
                  S Cash-Pay Notes CUSIP:
                  [                ];  Regulation
                  S Toggle Notes CUSIP: U01988 AB7

              


      

       

    


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    FORM
      OF
      CERTIFICATE OF EXCHANGE

     

    ALLTEL
      Communications, Inc.

    One
      Allied Drive

    Little
      Rock, Arkansas  72202

    Fax
      No.:  501-905-0962

    Attention:  General
      Counsel

     

    Wells
      Fargo Bank, National Association

    Corporate
      Trust Services

    213
      Court
      Street, Suite 703

    Middletown,
      Connecticut 06457

    Fax
      No.:  860-704-6219

    Attention:
      Alltel Account Manager

     

    
      	
               

            	
              Re:

            	
              [Cash-Pay
                Notes due 2015]

            


    

     

    
      	
               

            	
              [Toggle
                Notes due 2017]

            


    

     

    Reference
      is hereby made to the Senior Notes Indenture, dated as of December 3, 2007,
      as
      may be amended or supplemented from time to time (the “Indenture”), among
      ALLTEL Communications, Inc., Alltel Communications Finance Inc. (together,
      the
“Issuers”), the Guarantors named therein and the
      Trustee.  Capitalized terms used but not defined herein shall have the
      meanings given to them in the Indenture.

     

    ________________
      (the “Owner”) owns and proposes to exchange the Note[s] or interest in
      such Note[s] specified herein, in the principal amount of $__________in such
      Note[s] or interests (the “Exchange”).  In connection with the
      Exchange, the Owner hereby certifies that:

     

    1)           EXCHANGE
      OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
      NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN
      UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES

     

    a)           [  ]
      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
      BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME
      SERIES.  In connection with the Exchange of the Owner’s beneficial
      interest in a Restricted Global Note for a beneficial interest in an
      Unrestricted Global Note of the same series in an equal principal amount, the
      Owner hereby certifies (i) the beneficial interest is being acquired for the
      Owner’s own account without transfer, (ii) such Exchange has been effected in
      compliance with 

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

    the
      transfer restrictions applicable to the Global Notes and pursuant to and in
      accordance with the United States Securities Act of 1933, as amended (the
“Securities Act”), (iii) the restrictions on transfer contained in the
      Indenture and the Private Placement Legend are not required in order to maintain
      compliance with the Securities Act and (iv) the beneficial interest in an
      Unrestricted Global Note is being acquired in compliance with any applicable
      blue sky securities laws of any state of the United States.

     

    b)           [  ]
      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
      UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES.  In connection with
      the Exchange of the Owner’s beneficial interest in a Restricted Global Note for
      an Unrestricted Definitive Note of the same series, the Owner hereby certifies
      (i) the Definitive Note is being acquired for the Owner’s own account without
      transfer, (ii) such Exchange has been effected in compliance with the transfer
      restrictions applicable to the Restricted Global Notes and pursuant to and
      in
      accordance with the Securities Act, (iii) the restrictions on transfer contained
      in the Indenture and the Private Placement Legend are not required in order
      to
      maintain compliance with the Securities Act and (iv) the Definitive Note is
      being acquired in compliance with any applicable blue sky securities laws of
      any
      state of the United States.

     

    c)           [  ]
      CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST
      IN
      AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES.  In connection with
      the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest
      in an Unrestricted Global Note of the same series, the Owner hereby certifies
      (i) the beneficial interest is being acquired for the Owner’s own account
      without transfer, (ii) such Exchange has been effected in compliance with the
      transfer restrictions applicable to Restricted Definitive Notes and pursuant
      to
      and in accordance with the Securities Act, (iii) the restrictions on transfer
      contained in the Indenture and the Private Placement Legend are not required
      in
      order to maintain compliance with the Securities Act and (iv) the beneficial
      interest is being acquired in compliance with any applicable blue sky securities
      laws of any state of the United States.

     

    d)           [  ]
      CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE
      NOTE OF THE SAME SERIES.  In connection with the Owner’s Exchange of a
      Restricted Definitive Note for an Unrestricted Definitive Note of the same
      series, the Owner hereby certifies (i) the Unrestricted Definitive Note is
      being
      acquired for the Owner’s own account without transfer, (ii) such Exchange has
      been effected in compliance with the transfer restrictions applicable to
      Restricted Definitive Notes and pursuant to and in accordance with the
      Securities Act, (iii) the restrictions on transfer contained in the Indenture
      and the Private Placement Legend are not required in order to maintain
      compliance with the Securities Act and (iv) the Unrestricted Definitive Note
      is
      being acquired in compliance with any applicable blue sky securities laws of
      any
      state of the United States.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

    2)           EXCHANGE
      OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
      NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS
      IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES

     

    a)           [  ]
      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
      RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES.  In connection with the
      Exchange of the Owner’s beneficial interest in a Restricted Global Note for a
      Restricted Definitive Note of the same series with an equal principal amount,
      the Owner hereby certifies that the Restricted Definitive Note is being acquired
      for the Owner’s own account without transfer.  Upon consummation of
      the proposed Exchange in accordance with the terms of the Indenture, the
      Restricted Definitive Note issued will continue to be subject to the
      restrictions on transfer enumerated in the Private Placement Legend printed
      on
      the Restricted Definitive Note and in the Indenture and the Securities
      Act.

     

    b)           [  ]
      CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST
      IN A
      RESTRICTED GLOBAL NOTE OF THE SAME SERIES.  In connection with the
      Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in
      the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note of the same
      series, with an equal principal amount, the Owner hereby certifies (i) the
      beneficial interest is being acquired for the Owner’s own account without
      transfer and (ii) such Exchange has been effected in compliance with the
      transfer restrictions applicable to the Restricted Global Notes and pursuant
      to
      and in accordance with the Securities Act, and in compliance with any applicable
      blue sky securities laws of any state of the United States.  Upon
      consummation of the proposed Exchange in accordance with the terms of the
      Indenture, the beneficial interest issued will be subject to the restrictions
      on
      transfer enumerated in the Private Placement Legend printed on the relevant
      Restricted Global Note and in the Indenture and the Securities Act.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Issuers and are dated ____________________.

     

     

                               [Insert
      Name of
      Transferor]

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    


    Dated:  _________________________

    



    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    [FORM
      OF
      SUPPLEMENTAL INDENTURE

    TO
      BE
      DELIVERED BY SUBSEQUENT GUARANTORS]

     

    Supplemental
      Indenture (this “Supplemental Indenture”), dated as of __________, among
      ________________ (the “Guaranteeing Subsidiary”), a subsidiary of ALLTEL
      Corporation, a Delaware corporation (the “Company”), and Wells Fargo
      Bank, National Association, as trustee (the “Trustee”).

     

    W
      I T N E
      S S E T H

     

    WHEREAS,
      each of ALLTEL Communications, Inc., a Delaware corporation, Alltel
      Communications Finance, Inc., a Delaware corporation, the Guarantors (as defined
      in the Indenture referred to below) has heretofore executed and delivered to
      the
      Trustee a Senior Notes Indenture dated as of December 3, 2007, as may be
      amended or supplemented from time to time (the “Indenture”) providing for
      the issuance of an unlimited aggregate principal amount of Cash-Pay Notes due
      2015 and Toggle Notes due 2017;

     

    WHEREAS,
      the Indenture provides that under certain circumstances the Guaranteeing
      Subsidiary shall execute and deliver to the Trustee a supplemental indenture
      pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
      all of the Issuers’ Obligations under the Notes and the Indenture on the terms
      and conditions set forth herein and under the Indenture (the
“Guarantee”); and

     

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

     

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

     

    (1)           Capitalized
      Terms.  Capitalized terms used herein without definition shall
      have the meanings assigned to them in the Indenture.

     

    (2)           Agreement
      to Guarantee.  The Guaranteeing Subsidiary hereby agrees as
      follows:

     

    (a)           Along
      with all other Guarantors named in the Indenture (including pursuant to any
      supplemental indentures), to jointly and severally unconditionally guarantee
      to
      each Holder of a Note authenticated and delivered by the Trustee and to the
      Trustee and its successors and assigns, irrespective of the validity and


     

    
      
        
        

      

      
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    enforceability
      of the Indenture, the Notes or the obligations of the Issuers hereunder or
      thereunder, that:

     

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

     

                    (ii)in
      case of any extension of time of
      payment or renewal of any Notes or any of such other obligations, that same
      shall be promptly paid in full when due in accordance with the terms of the
      extension or renewal, whether at stated maturity, by acceleration or
      otherwise.  Failing payment when due of any amount so guaranteed for
      whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly
      and severally obligated to pay the same immediately.  This is a
      guarantee of payment and not a guarantee of collection.

     

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

     

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

     

    (d)           This
      Guarantee shall not be discharged except by full payment of the obligations
      contained in the Notes, the Indenture and this Supplemental
      Indenture.  The Guaranteeing Subsidiary accepts all obligations
      applicable to a Guarantor under the Indenture, including Article X of the
      Indenture (which is deemed incorporated in this Supplemental Indenture and
      applicable to this Guarantee).  The Guaranteeing Subsidiary
      acknowledges that by executing this Supplemental Indenture, it will become
      a
      Guarantor under the Indenture and subject to all the terms and conditions
      applicable to Guarantors contained therein.

     

    (e)           If
      any Holder or the Trustee is required by any court or otherwise to return to
      the
      Issuers, the Guarantors (including the Guaranteeing Subsidiary), 

     

    
      
        
        

      

      
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    or
      any
      custodian, trustee, liquidator or other similar official acting in relation
      to
      either the Issuers or the Guarantors, any amount paid either to the Trustee
      or
      such Holder, this Guarantee, to the extent theretofore discharged, shall be
      reinstated in full force and effect.

     

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

     

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

     

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

     

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

     

    (j)           This
      Guarantee shall remain in full force and effect and continue to be effective
      should any petition be filed by or against the Issuers for liquidation,
      reorganization, should the Issuers become insolvent or make an assignment for
      the benefit of creditors or should a receiver or trustee be appointed for all
      or
      any significant part of the Issuers’ assets, and shall, to the fullest extent
      permitted by law, continue to be effective or be reinstated, as the case may
      be,
      if at any time payment and performance of the Notes are, pursuant to applicable
      law, rescinded or reduced in
      amount, or must otherwise be restored or returned by any obligee on the Notes
      and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or
      otherwise, all as though such payment or performance had not been
      made.  In the event that any payment or any part thereof, is
      rescinded, reduced, 

     

    
      
         

      

      
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    restored
      or returned, the Note shall, to the fullest extent permitted by law, be
      reinstated and deemed reduced only by such amount paid and not so rescinded,
      reduced, restored or returned.

     

    (k)           In
      case any provision of this Guarantee 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.

     

    (l)           This
      Guarantee shall be a general unsecured senior obligation of such Guaranteeing
      Subsidiary, ranking equally in right of payment with all existing and future
      unsubordinated indebtedness of the Guaranteeing Subsidiary, if any.

     

    (m)           Each
      payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee
      shall be made without set-off, counterclaim, reduction or diminution of any
      kind
      or nature.

     

    (3)           Execution
      and Delivery.  The Guaranteeing Subsidiary agrees that the
      Guarantee shall remain in full force and effect notwithstanding the absence
      of
      the endorsement of any notation of such Guarantee on the Notes.

     

    (4)           Merger,
      Consolidation or Sale of All or Substantially All Assets.

     

    (a)           Except
      as otherwise provided in Section 5.01(e) of the Indenture, the Guaranteeing
      Subsidiary may not consolidate or merge with or into or wind up into (whether
      or
      not a Guaranteeing Subsidiary is the surviving Person), or sell, assign,
      transfer, lease, convey or otherwise dispose of all or substantially all of
      its
      properties or assets, in one or more related transactions, to any Person
      unless:

     

                    (i)       
      (A)           such
      Guaranteeing Subsidiary is the surviving Person or the Person formed by or
      surviving any such consolidation or merger (if other than such Guaranteeing
      Subsidiary) or to which such sale, assignment, transfer, lease, conveyance
      or
      other disposition will have been made is a corporation organized or existing
      under the laws of the jurisdiction of organization of the Guaranteeing
      Subsidiary, as applicable, or the laws of the United States, any state thereof,
      the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary
      or such Person, as the case may be, being herein called the “Successor
      Person”);

     

    (B)           the
      Successor Person, if other than such Guaranteeing Subsidiary, expressly assumes
      all the obligations of the Guaranteeing Subsidiary under the Indenture and
      the
      Guaranteeing Subsidiary’s related 

     

    
      
        
        

      

      
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    Guarantee
      pursuant to supplemental indentures or other documents or instruments in form
      reasonably satisfactory to the Trustee;

     

    (C)           immediately
      after such transaction, no Default exists; and

     

    (D)           the
      Company shall have delivered to the Trustee an Officer’s Certificate of the
      Company and an Opinion of Counsel, each stating that such consolidation, merger
      or transfer and such supplemental indentures, if any, comply with the Indenture;
      or

     

                    (ii)the
      transaction is made in compliance
      with Section 4.10 of the Indenture;

     

    (b)           Subject
      to certain limitations described in the Indenture, the Successor Person will
      succeed to, and be substituted for, such Guaranteeing Subsidiary under the
      Indenture and the Guaranteeing Subsidiary’s
      Guarantee.  Notwithstanding the foregoing, such Guaranteeing
      Subsidiary may merge into or transfer all or part of its properties and assets
      to another Guarantor or the Issuers.

     

    (5)           Releases.  The
      Guarantee of the Guaranteeing Subsidiary shall be automatically and
      unconditionally released and discharged, and no further action by the
      Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release
      of the Guaranteeing Subsidiary’s Guarantee, upon:

     

    (1)           (A)          any
      sale, exchange or transfer (by merger or otherwise) of the Capital Stock of
      the
      Guaranteeing Subsidiary, after which the Guaranteeing Subsidiary is no longer
      a
      Restricted Subsidiary or all or substantially all the assets of the Guaranteeing
      Subsidiary, in each case if such sale, exchange or transfer is made in
      compliance with the applicable provisions of the Indenture and the Guaranteeing
      Subsidiary is released from the guarantee, if any, of, and all pledges and
      security, if any, granted in connection with, the Senior Credit
      Facilities;

     

    (B)   the
      release or
      discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit
      Facilities or the release or discharge of the guarantee which resulted in the
      creation of the Guarantee, except a discharge or release by or as a result
      of
      payment under such guarantee;

     

    (C)   the
      proper
      designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary;
      or

     

    (D)   the
      Issuers
      exercising their Legal Defeasance option or Covenant Defeasance option in
      accordance with Article VIII of the Indenture or the Issuers’ 

     

     

    
      
         

      

      
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    obligations
      under the Indenture being discharged in accordance with the terms of the
      Indenture; and

     

    (2)           the
      Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and
      an Opinion of Counsel, each stating that all conditions precedent provided
      for
      in the Indenture relating to such transaction have been complied
      with.

     

    (6)           No
      Recourse Against Others.  No director, officer, employee,
      incorporator or stockholder of the Guaranteeing Subsidiary shall have any
      liability for any obligations of the Issuers or the Guarantors (including the
      Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or
      this
      Supplemental Indenture or for any claim based on, in respect of, or by reason
      of, such obligations or their creation.  Each Holder by accepting
      Notes waives and releases all such liability.  The waiver and release
      are part of the consideration for issuance of the Notes.

     

    (7)           Governing
      Law.  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

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

     

    (9)           Effect
      of Headings.  The Section headings herein are for convenience only
      and shall not affect the construction hereof.

     

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

     

    (11)           Subrogation.  The
      Guaranteeing Subsidiary shall be subrogated to all rights of Holders against
      the
      Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant
      to the provisions of Section 2 hereof and Section 10.01 of the Indenture;
provided that, if an Event of Default has occurred and is continuing, the
      Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments
      arising out of, or based upon, such right of subrogation until all amounts
      then
      due and payable by the Issuers under the Indenture or the Notes shall have
      been
      paid in full.

     

    (12)           Benefits
      Acknowledged.  The Guaranteeing Subsidiary’s Guarantee is subject
      to the terms and conditions set forth in the Indenture.  The
      Guaranteeing Subsidiary acknowledges that it will receive direct and indirect
      benefits from the

     

    
      
        
        

      

      
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    financing
      arrangements contemplated by the Indenture and this Supplemental Indenture
      and
      that the guarantee and waivers made by it pursuant to this Guarantee are
      knowingly made in contemplation of such benefits.

     

    (13)           Successors.  All
      agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall
      bind its Successors, except as otherwise provided in this Supplemental
      Indenture.  All agreements of the Trustee in this Supplemental
      Indenture shall bind its successors.

     

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

     

     

                               [GUARANTEEING
      SUBSIDIARY]

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

     

    


     

    


     

                               WELLS
      FARGO BANK, NATIONAL
      ASSOCIATION,

                                       
      as Trustee

     

                               By:                                                                       

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    


    D-7