S-3

As filed with the Securities and Exchange Commission on September 11, 2003

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Western Wireless Corporation

(Exact name of registrant as specified in its charter)

Washington	4813	91-163-8901
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3650 131st Avenue S.E.

Bellevue, Washington 98006

(425) 586-8700

(Address, including zip code, and telephone number, including

area code, of the registrant’s principal executive offices)

Jeffrey A. Christianson, Esq.

Senior Vice President, General Counsel and Secretary

Western Wireless Corporation

3650 131st Avenue S.E.

Bellevue, Washington 98006

(425) 586-8700

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Barry A. Adelman, Esq.

Friedman Kaplan Seiler & Adelman LLP

1633 Broadway

New York, New York 10019

(212) 833-1100

      Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

      If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o

      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.     þ

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

      The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price Per	Aggregate	Registration
Securities to be Registered	Registered	Unit(1)	Offering Price(1)	Fee
4.625% Convertible Subordinated Notes due 2023	$115,000,000	100%	$115,000,000	$9,303.50(2)
Class A Common Stock, no par value, underlying the convertible notes	(3)	(3)	(3)	(4)

(1)	Estimated solely for the purpose of determining the registration fee pursuant to Rule 457 under the Securities Act.
(2)	A registration fee of $40,450 was previously paid in connection with the registration statement on Form S-3 (No. 333-104516) originally filed by the registrant on April 14, 2003 and withdrawn on August 25, 2003. Thus, pursuant to Rule 457(p) under the Securities Act, $9,303.50 out of the filing fee of $40,450 previously paid by the registrant may be applied to the total filing fee of $9,303.50 for this registration statement. As a result, no filing fee is due in connection with this filing.
(3)	Includes 7,440,477 shares of Class A common stock initially issuable upon conversion of the notes at the rate of 64.6998 shares of Class A common stock per $1,000 principal amount of the notes. Pursuant to Rule 416 under the Securities Act, the amount to be registered also includes an indeterminate number of additional shares of Class A common stock issuable upon conversion of the notes, as such amount may be adjusted due to stock splits, stock dividends and anti-dilution provisions, and otherwise in accordance with the indenture governing the notes.
(4)	Pursuant to Rule 457(i) under the Securities Act, no additional registration fee is required in connection with the registration of the registrant’s Class A common stock issuable upon conversion of the notes because no additional consideration will be received by the registrant in connection with the exercise of the conversion privilege.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated September 11, 2003.

PROSPECTUS

$115,000,000

Western Wireless Corporation

4.625% Convertible Subordinated Notes Due 2023

and

Class A Common Stock Issuable Upon Conversion of the Notes

      This prospectus covers resales from time to time by certain selling security holders of our 4.625% Convertible Subordinated Notes due 2023 and the shares of our Class A common stock issued upon conversion of the notes (7,440,477 shares at the current conversion price, subject to adjustment in certain events). The selling security holders may offer the securities at fixed prices, at prevailing market prices at the time of sale, at varying prices or negotiated prices. We will not receive any proceeds from the selling security holders’ sales of these securities.

The Notes

•  We will pay interest on June 15 and December 15 of each year, beginning December 15, 2003, at the rate of 4.625% per year.

•  The notes are convertible by holders into shares of our Class A common stock at a conversion price of $15.456 per share (subject to adjustment in certain events) at any time, unless we previously have redeemed or repurchased the notes or unless the notes have matured. Upon conversion, we may at our option choose to deliver cash in lieu of our Class A common stock as described under the caption “Description of Notes — Conversion Rights.”

•  The notes will mature on June 15, 2023. We may redeem for cash some or all of the notes at any time after June 18, 2013 at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest and additional amounts, if any. We also have the right to redeem the notes prior to such date but after June 18, 2006 if the price of our Class A common stock reaches certain levels, as described under the caption “Description of Notes — Redemption of Notes at Our Option.”

•  You may require us to repurchase all or a portion of your notes on June 15, 2013 and June 15, 2018 at a repurchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest and additional amounts, if any. We may at our option choose to pay the repurchase price for any such notes in cash or in shares of Class A common stock (valued as described in this prospectus). In addition, if we experience specified types of fundamental changes, you may require us to purchase for cash the notes for 100% of the principal amount of the notes to be purchased plus accrued and unpaid interest and additional amounts, if any.

•  The notes are our unsecured obligations and are subordinated in right of payment to all of our senior indebtedness and are effectively subordinated in right of payment to all indebtedness of our subsidiaries.

The Class A Common Stock

•  Our Class A common stock is listed on the Nasdaq National Market under the symbol “WWCA.”

•  On September 10, 2003, the last reported sale price of our Class A common stock was $20.15 per share.

      As a prospective purchaser of these securities, you should carefully consider the discussion of “Risk Factors” that begins on page 6 of this prospectus.

      Neither the Securities and Exchange Commission nor any state securities commission has approved the notes or Class A common stock to be distributed under this prospectus, nor have any of these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2003

TABLE OF CONTENTS

EXHIBIT 4.3

EXHIBIT 4.4

EXHIBIT 5.1

EXHIBIT 5.2

EXHIBIT 8.1

EXHIBIT 23.3

EXHIBIT 25.1

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		6
Special Note Regarding Forward-Looking Statements		17
Ratio of Earnings to Fixed Charges		17
Use of Proceeds		17
Selling Security Holders		18
Description of Notes		21
Description of Capital Stock		38
Certain United States Federal Income Tax Considerations		40
Plan of Distribution		46
Legal Matters		47
Experts		48
Where You Can Find More Information		48

SUMMARY

      This summary contains basic information about us and the securities. Because it is a summary, it does not contain all of the information that you should consider before investing. You should read this entire prospectus and the documents incorporated by reference herein carefully, including the section entitled “Risk Factors” and our financial statements and the related notes, contained elsewhere or incorporated by reference in this prospectus, before making an investment decision.

      As used in this prospectus, the terms “company”, “we”, “our”, “ours”, and “us” may, depending on the context, refer to Western Wireless Corporation or to one or more of its consolidated subsidiaries or to all of them taken as a whole. The term “Western Wireless International,” depending on the context, refers to our subsidiary Western Wireless International Holding Company or to one or more of its subsidiaries (or entities in which it has a minority interest) or to all of them taken as a whole.

Our Company

      We are one of the largest providers of rural wireless communications services in the United States. Our wireless operations are primarily in rural areas due to our belief that there are significant strategic advantages to operating in these areas. We believe rural markets provide growth opportunities greater than those that exist in more densely populated urban areas because these markets typically have lower current penetration rates and less competition.

      On June 30, 2003, we provided wireless services under the CellularONE® and Western Wireless® brand names to approximately 1.2 million subscribers in the western United States using multiple digital and analog technologies. We operate in 88 rural service areas and 18 metropolitan service areas, with a combined population of approximately 10 million people. Our network is one of the nation’s largest rural wireless communications systems, covering approximately 25% of the continental United States in 19 western states. We support our customers through our retail locations throughout our service area and through our call centers in Manhattan, Kansas and Issaquah, Washington. On August 29, 2003, we sold the license and related assets for our Arizona 6 rural service area (where we served approximately 6,000 subscribers) for approximately $23 million in cash.

      In addition, through our subsidiary, Western Wireless International, we are licensed to provide wireless communications services to over 71 million people in eight countries. As of June 30, 2003, Western Wireless International consolidated and unconsolidated subsidiaries served, in aggregate, approximately 1.2 million mobile subscribers. The primary business of Western Wireless International is the delivery of mobile telecommunications services in markets outside of the United States, including Slovenia, Austria, Ireland, Bolivia, Ghana, Haiti, Cote d’Ivoire and Georgia. In certain markets, Western Wireless International’s operating companies also provide other telecommunications services, including fixed line services, wireless local loop, international long distance and Internet access.

      We had income from continuing operations of approximately $16.0 million in the six months ended June 30, 2003. The Company sustained losses from continuing operations of $215.3 million in fiscal 2002 and $143.6 million in fiscal 2001 and had income from continuing operations of $65.4 million in fiscal 2000. At June 30, 2003, we had an accumulated deficit of $1.1 billion and a net capital deficiency of $464.9 million. We may incur additional losses, which could be significant, during the next several years, and there can be no assurance that we will be able to service our debt requirements and other financial needs. For additional risks relating to an investment in us, see the section entitled “Risk Factors” in this prospectus.

      We were organized in 1994. Our principal corporate office is located at 3650 131st Avenue S.E., Bellevue, Washington 98006. Our phone number is (425) 586-8700.

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The Offering

Securities Offered	$115,000,000 principal amount of 4.625% Convertible Subordinated Notes due 2023.
Maturity Date	June 15, 2023, unless earlier redeemed, repurchased or converted.
Interest	The notes will accrue interest at the rate of 4.625% per year from June 11, 2003, or from the most recent date to which interest has been paid or duly provided for, and accrued and unpaid interest will be payable semiannually in arrears on June 15 and December 15, commencing on December 15, 2003, to holders of record at the close of business on the June 1 and December 1 immediately preceding such interest payment date. The interest rate will be calculated using a 360-day year comprised of twelve 30-day months.
Conversion Rights	Unless previously redeemed or repurchased, holders may convert all or a portion of their notes prior to the stated maturity in multiples of $1,000 principal amount. For each $1,000 principal amount of notes surrendered for conversion, a holder will receive 64.6998 shares of our Class A common stock or an amount of cash in lieu thereof, as described below. This is equivalent to a conversion price of $15.456 per share of Class A common stock. In lieu of delivering shares of our Class A common stock upon conversion of all or any portion of the notes, we may elect to pay cash for the notes surrendered. If we elect to pay holders cash for their shares, the payment will be based on the average closing sale price of our Class A common stock for the five consecutive trading days immediately following either:
	• the date of our notice of election to deliver cash, which we must give within two business days after receiving a conversion notice, unless we have earlier given notice of redemption specifying that we intend to deliver cash upon conversion thereafter; or
	• the conversion date, if we have given notice of redemption specifying that we intend to deliver cash upon conversion thereafter.
	The conversion rate may be adjusted for certain reasons described in “Description of Notes — Conversion Rights.” In the case of notes called for redemption, conversion rights will expire at the close of business on the trading day preceding the date fixed for redemption.
Subordination	The notes are subordinated to our senior debt (as that term is defined in “Description of Notes — Ranking of the Notes”).
	The notes are also effectively subordinated in right of payment to all indebtedness and other liabilities and commitments, including trade payables, of our subsidiaries. Further, substantially all of our and our domestic subsidiaries’ assets are pledged as security for the obligations under our Credit Facility. Our subsidiaries do not have any obligation to guarantee or otherwise pay amounts due under the notes; however, our domestic subsidiaries have guaranteed the obligations under our Credit Facility and, accordingly, the rights of

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	the holders of the notes are also effectively subordinated to such guarantees.
	As of June 30, 2003, Western Wireless Corporation had an aggregate of $1.7 billion in senior debt outstanding and the aggregate amount of liabilities of our consolidated subsidiaries, excluding intercompany liabilities, was $754.5 million. In July 2003, we prepaid $400 million of indebtedness outstanding under our Credit Facility and issued $600 million in principal amount of 9.250% Senior Notes due 2013. Additionally, in August 2003, we redeemed all of our outstanding 10 1/2% Senior Subordinated Notes due 2006 and 2007 ($383 million in principal amount, in aggregate), which Senior Subordinated Notes were pari passu with the notes. As of June 30, 2003, after giving effect to the partial prepayment of indebtedness outstanding under our Credit Facility and the issuance of our Senior Notes, Western Wireless Corporation had an aggregate of $1.9 billion in senior debt outstanding (consisting of $1.3 billion outstanding under our Credit Facility and $600 million in principal amount of our Senior Notes) and the aggregate amount of liabilities of our consolidated subsidiaries, excluding intercompany liabilities, was $754.5 million. The indenture under which the notes have been issued will not restrict the incurrence of senior debt by us or any of our subsidiaries or our incurrence of other indebtedness. See “Description of Notes — Ranking of the Notes.”
Sinking Fund	None.
Redemption at our Option	We may not redeem the notes at our option prior to June 18, 2006. On or after such date, we may redeem the notes at our option under the following circumstances:
	• If the closing sale price of our Class A common stock has exceeded 150% of the then applicable conversion price for at least 20 trading days in any consecutive 30-day trading period ending on the trading day prior to the mailing of the notice of redemption, we may redeem for cash all or a portion of the notes at any time after June 18, 2006, but prior to June 18, 2010, by providing not less than 30 nor more than 60 days’ notice by mail to each registered holder of the notes to be redeemed, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date plus the “make whole” payment described herein.
	• If the closing sale price of our Class A common stock has exceeded 125% of the then applicable conversion price for at least 20 trading days in any consecutive 30-day trading period ending on the trading day prior to the mailing of the notice of redemption, we may redeem for cash all or a portion of the notes at any time on or after June 18, 2010, but prior to June 18, 2013, by providing not less than 30 nor more than 60 days’ notice by mail to each registered holder of the notes to be redeemed, at a price equal to

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	100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
	• On or after June 18, 2013, we may redeem for cash all or a portion of the notes at any time by providing not less than 30 nor more than 60 days’ notice by mail to each registered holder of the notes to be redeemed, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
Repurchase at the Option of the Holder	Holders may require us to repurchase their notes on June 15, 2013 and June 15, 2018 at a repurchase price equal to 100% of the principal amount being repurchased plus accrued and unpaid interest and additional amounts, if any, on such notes to, but excluding, the repurchase date. We may at our option choose to pay the repurchase price for any such notes in cash or in shares of Class A common stock (valued as described herein). See “Description of Notes — Repurchase at Option of the Holder” and “Risk Factors — We may not have the financial resources to repurchase the notes upon the occurrence of a “fundamental change” or at the option of a holder.”
Fundamental Change	If a fundamental change (as defined under “Description of Notes — Redemption at Option of the Holder Upon a Fundamental Change”) occurs prior to maturity, holders may require us to redeem all or a portion of their notes at a price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. See “Description of Notes — Redemption at Option of the Holder Upon a Fundamental Change” and “Risk Factors — We may not have the financial resources to repurchase the notes upon the occurrence of a “fundamental change” or at the option of a holder.”
Events of Default	The following are events of default under the indenture for the notes:
	• we fail to pay principal or premium, if any, on the notes when due;
	• we fail to pay interest or additional amounts, if any, on the notes when due and that default continues for 30 days;
	• we fail to comply with or observe in any material respect any other covenants or agreements contained in the indenture or the notes and that failure continues for 60 days after written notice as provided in the indenture;
	• we fail to pay any redemption price, repurchase price or fundamental change redemption price (including any accrued and unpaid interest or additional amounts) due with respect to the notes on the date for such payment;
	• we fail to provide timely notice of a fundamental change;

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	• we or any of our restricted subsidiaries fail to pay when due any indebtedness for money borrowed equal to $5.0 million or more; or
	• events of bankruptcy, insolvency or reorganization.
	See “Description of Notes — Events of Default and Acceleration.”
Trading	There is currently no public market for the notes. We do not plan to list the notes on any securities exchange or to include them in any automated quotation system. See “Risk Factors — An active trading market for the notes may not develop, and the transfer of notes may be restricted.”
Common Stock	The Class A common stock is quoted on the Nasdaq National Market under the symbol “WWCA.”
Use of Proceeds	We will not receive any proceeds from the selling security holders’ sales of these securities.
Risk Factors	You should read the “Risk Factors” section beginning on page 6 of this prospectus, as well as the other cautionary statements throughout the entire prospectus, to ensure that you understand the risks associated with an investment in the notes and Class A common stock.

      For a more complete description of the terms of the notes, see “Description of Notes.” For a more complete description of the Class A common stock, see “Description of Capital Stock.”

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RISK FACTORS

      You should read carefully this entire prospectus and the documents incorporated by reference herein before investing in the securities. In addition, you should carefully consider the risk factors described below before investing in the securities. The risks described below are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.

      This prospectus includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included or incorporated by reference in this prospectus, including statements regarding our future financial position or results of operations, are forward–looking statements. Although we believe that the expectations reflected in such forward–looking statements are reasonable, we cannot assure you that such expectations will be correct. Important factors that could cause actual results to differ materially from such expectations are disclosed below and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.”

Risks Related to the Wireless Industry and Our Company

We have a significant amount of debt, which may limit our ability to raise additional capital to meet our future funding and debt service requirements, including payments on the notes

      As of June 30, 2003, our total long–term indebtedness was approximately $2.6 billion, including a current portion of $263.5 million. Of such indebtedness, approximately $1.7 billion was outstanding under our Credit Facility and approximately $383 million was outstanding under our Senior Subordinated Notes due 2006 and 2007. In July 2003, we issued $600 million in principal amount of 9.250% Senior Notes due 2013. Additionally, in July 2003, we amended our Credit Facility reducing the commitment by $150 million and prepaid $400 million of outstanding indebtedness thereunder, which prepayments were applied in direct order of maturity. In August 2003, we redeemed all of our outstanding Senior Subordinated Notes. Indebtedness under our Credit Facility matures on September 30, 2008. As of June 30, 2003, after giving effect to the partial prepayment of indebtedness outstanding under our Credit Facility, the issuance of our Senior Notes and the redemption of our outstanding Senior Subordinated Notes, our total long-term indebtedness was approximately $2.4 billion, including a current portion of $132.5 million. Substantially all of our and our domestic subsidiaries’ assets are pledged as security for the obligations under our Credit Facility. Our Credit Facility, the indentures for our Senior Notes and the notes contain, and any additional financing agreements may contain, certain restrictive covenants. The restrictions in our Credit Facility and our Senior Notes affect, and in some cases significantly limit or prohibit, among other things, our ability to incur indebtedness, sell assets, make investments and acquisitions, pay dividends and engage in mergers and consolidations. The restrictions in the notes limit, among other things, our ability to engage in mergers and consolidations. Additionally, our Credit Facility requires us to comply with certain financial and operational performance covenants. While we are in compliance with such covenants as of the date hereof, we may need to seek waivers or modifications to remain in compliance. There can be no assurance, however, that we will remain in compliance or will be able to obtain any modifications or waivers which might be required in the future. An event of default under our Credit Facility, our Senior Notes or the notes would allow the lenders to accelerate the maturity of the indebtedness thereunder. In such event, it is likely that all of our indebtedness would become immediately due and payable.

      The continued growth and operation of our business will require additional funding for working capital, debt service, the enhancement and upgrade of our network, the build–out of infrastructure to expand our coverage and possible acquisitions of spectrum licenses. We are currently evaluating other equity and debt financings that we may pursue in the short term. However, the current levels of our debt could limit our ability to obtain future debt or equity financing on terms favorable to us or at all. Our sources of additional capital may include public or private equity and debt financings, including vendor financing. The availability of additional financing is dependent upon the condition of the capital markets and the extent of the additional financing that we may require will depend on the success of our operations. In addition, we must use a

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substantial portion of our cash flows from operations to make payments of principal and interest on our debt, thereby reducing funds that could be available for working capital, the enhancement and upgrade of our network, the build–out of infrastructure to expand our coverage and possible acquisitions. Additionally, competitive factors, future declines in the United States or international economy, unforeseen construction delays, cost overruns, regulatory changes, engineering and technological changes and other factors may result in funding requirements in excess of current estimates or an inability to generate sufficient cash flow to meet our debt service obligations, including payments on the notes. The unavailability of such funding could cause us to delay or abandon some of our planned growth and development or to seek to sell assets to raise additional funds, either of which could have a material adverse effect on our business, strategy, operations and financial condition.

      Given that a substantial portion of our assets consists of intangible assets, principally licenses granted by the Federal Communications Commission (“FCC”), the value of which will depend upon a variety of factors (including the success of our business and the wireless communications industry in general), there can be no assurance that our assets could be sold quickly enough, or for sufficient amounts, to enable us to meet our obligations.

      A number of our consolidated international subsidiaries and other international operating companies have credit facilities to finance their operations. As of June 30, 2003, the total long–term indebtedness of our consolidated international subsidiaries to third parties was $328.1 million. This consists primarily of $182.9 million outstanding under our Austrian entity’s term loan, $86.0 million outstanding under our Slovenian entity’s credit facility, and $34.7 million outstanding under our Bolivian entity’s bridge loan.

      The debt facilities of our international operating companies contain certain restrictive covenants and financial covenants. The Slovenian credit facility with our Slovenian entity, which provides telecommunications services under the name Vega, contains certain borrowing conditions and restrictive covenants, including: minimum subscribers; population coverage; certain cash flow requirements; minimum contributed capital; and debt service coverage. Western Wireless International Corporation, a subsidiary of Western Wireless International, has guaranteed the Slovenian credit facility. Additionally, Western Wireless International Corporation has agreed not to sell or dispose of any majority owned subsidiary without the approval of the Slovenian lenders. In May 2003, Western Wireless International contributed an additional $2.9 million in equity to Vega as a result of Vega’s revenue shortfalls during the three months ended March 31, 2003. As of June 30, 2003, Vega is not in compliance with certain covenants, including its network coverage, minimum service revenue and minimum subscriber covenants. As a result, on August 28, 2003, Vega and the participating banks entered into an agreement to amend the credit facility and Western Wireless International Corporation entered into an agreement to guarantee the loan (which guarantee was previously limited to certain circumstances) and agreed to financial and other covenants, including, among other things, an obligation to fund Vega’s revenue shortfalls and restrictions which limit the ability of Western Wireless International Corporation and its subsidiaries to incur indebtedness, grant security interests and enter into guarantees. Under the terms of the amendment, the following changes to the terms of the Slovenian credit facility will be made: (i) all undrawn commitments will be cancelled; (ii) substantially all of Vega’s operating and financial covenants will be eliminated and certain new financial covenants relating to Western Wireless International Corporation and its subsidiaries will be added; (iii) balances of approximately $21.4 million in collateral accounts supporting the existing loan will be utilized to pay down principal; and (iv) the repayment schedule for outstanding borrowings will remain unchanged. The effective date of the amendment is, however, subject to the satisfaction of certain conditions, some of which are required to be satisfied by September 11, 2003. So long as the amendment process is moving forward in an acceptable manner, we believe that no action to accelerate the loans under the Slovenian credit facility will be taken. Based on these facts, we have presented the Slovenian credit facility in the current portion of long–term debt as required by United States generally accepted accounting principles. Once the amendment is effective, the long–term portion of the Slovenian credit facility will be classified as long–term based on the original maturities schedule. However, there can be no assurance that the conditions to the amendment will be satisfied, and in the event they are not satisfied, the outstanding balance under the Slovenian credit facility could become payable upon demand.

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      As of June 30, 2003, our Bolivian subsidiary had a bridge loan of $34.7 million, which is due on September 30, 2003. In March 2003, the Overseas Private Investment Corporation approved a $50 million loan guarantee for the refinancing of such bridge loan. The final terms of the Bolivian bridge loan refinancing are still being renegotiated with prospective lenders. We expect, but there can be no assurance, that the Bolivian bridge loan will be refinanced in the third quarter of 2003. Until the Bolivian bridge loan refinancing is finalized, we intend to seek additional extensions of the Bolivian bridge loan maturity date, but there can be no assurance that any necessary extension will be granted.

      We believe that domestic and international operating cash flow and available international loan facilities will be adequate to fund our capital expenditures and working capital requirements. Our domestic and international operating cash flow is dependent upon, among other things: (i) the amount of revenue we are able to generate from our customers; (ii) the amount of operating expenses required to provide our services; (iii) the cost of acquiring and retaining customers; and (iv) our ability to grow our customer base. In order to comply with debt covenants contained in our Credit Facility and our Senior Notes or in the event the amendment does not become effective under the Slovenian credit facility, we are unable to complete the refinancing of the Bolivian bridge loan, or we otherwise do not achieve planned operating cash flow targets, we may be required to curtail capital spending, reduce expenses, or otherwise modify our planned operations and/or seek additional debt or equity at the domestic or international level and/or restructure or refinance our existing financing arrangements. There can be no assurance that such funds or refinancing will be available to us on acceptable terms, if at all.

We historically have sustained losses from continuing operations and we may not remain profitable in the future

      We had income from continuing operations of approximately $16.0 million in the six months ended June 30, 2003, and we sustained losses from continuing operations of $215.3 million in fiscal 2002 and $143.6 million in fiscal 2001 and had income from continuing operations of $65.4 million in fiscal 2000. At June 30, 2003, we had an accumulated deficit of $1.1 billion and a net capital deficiency of $464.9 million. We may incur additional losses, which could be significant, during the next several years, and there can be no assurance that we will be able to service our debt requirements and other financial needs.

We face substantial competition in all aspects of our business

      We operate in highly competitive markets and there is substantial and increasing competition in all aspects of the wireless communication business. Competition for subscribers among wireless communications providers is based principally upon the services and features offered, the technical quality of the wireless system, customer service, system coverage, capacity and price. Each of our cellular markets faces at least one cellular competitor, such as Verizon, Alltel Corporation or Cingular. Additionally, there are personal communication services and enhanced specialized mobile radio competitors in most of our metropolitan service areas. Continuing industry consolidation has resulted in an increased presence of regional and national wireless operators within our service areas. Many of these national market competitors provide services comparable to ours and because they operate in a wider geographic area are able to offer no or low cost roaming and toll calls over a wider area. In addition, some national wireless operators have recently begun to build small networks in certain of the more densely populated or well-traveled portions of our service areas. The use of national advertising and promotional programs by national wireless operators run in our markets are also a source of additional competitive and pricing pressures even though these operators may not provide service in these markets. We also compete with wireless Internet, paging, dispatch services, resellers and landline telephone service providers in some of our service areas. Increasingly, cellular service is becoming a viable alternative to landline voice services for certain customer segments, putting cellular licensees in direct competition with traditional landline telephone service providers. One or two–way paging services that feature voice messaging and data display, as well as tone only service, may be adequate for potential subscribers who do not need to speak to the caller. Potential users of cellular systems may find their communications needs satisfied by other current and developing technologies.

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      If the wireless communications industry continues to consolidate and we do not participate in that consolidation, even stronger competitors may be created. Effective January 1, 2003, the FCC eliminated the spectrum cap and the cellular cross–interest restriction in the larger, urban cellular markets which also may facilitate the creation of larger and more formidable competitors.

      Several of our competitors also operate in multiple segments of the industry. In the future, we expect to face increased competition from entities providing similar services using other communications technologies. The auctioning and subsequent deployment of technology in additional spectrum and the disaggregation of spectrum could also generate new competition for us. While some of these technologies and services are currently operational, others are being developed or may be developed in the future. Given the rapid advances in the wireless communications industry, there can be no assurance that new technologies will not evolve that will compete with our products and services. In addition, a number of our competitors have substantially greater financial, technical, marketing, sales, manufacturing and distribution resources. With so many companies targeting many of the same customers, we may not be able to successfully attract and retain customers and grow our customer base and revenues, and as a result, our profit margins may decrease.

A significant portion of our revenues are derived from roaming and our failure to maintain favorable roaming arrangements could materially adversely affect our future operating results

      Roaming revenues accounted for approximately 22% of our total revenues for the fiscal year ended December 31, 2002 and 18% of our total revenues for the six months ended June 30, 2003. We have roaming agreements with most of the wireless carriers in North America, including AT&T Wireless, Cingular and Verizon. Our largest roaming partner is AT&T Wireless and our roaming agreement with them expires in June 2006. When these agreements expire or are terminated, we may be unable to renegotiate these roaming agreements or to obtain roaming agreements with other wireless providers upon acceptable terms. Further, some competitors may be able to obtain roaming rates and terms that are more favorable than those obtained by us. AT&T Wireless and Cingular have announced their intention to transition their customer bases to a Global System for Mobile Communications platform. In May 2003, we announced the signing of additional long-term roaming agreements with T-Mobile USA, Inc., which expires December 2013, and Cingular, which expires March 2008, to provide Global System for Mobile Communications services to their customers utilizing our network. Further, in July 2003, we announced the signing of an additional Global System for Mobile Communications long-term roaming agreement with AT&T Wireless, which expires December 2006. We expect to begin offering Global System for Mobile Communications roaming services in the fourth quarter of 2003. If we are unable to fulfill our contractual obligations to add a Global System for Mobile Communications platform to our network, maintain and expand our roaming footprint or maintain favorable roaming arrangements with other wireless carriers, our coverage area or the pricing we offer relative to our competitors may not be as attractive. Such an inability would have a material adverse affect on our business, operations and financial condition.

      While our roaming agreements generally require other carriers’ customers to use our network when roaming, our roaming agreements generally do not prevent our roaming partners from acquiring licenses to provide competing services in our markets. Further, our roaming partners could negotiate a roaming agreement in all or portions of our markets with another wireless carrier. If any of our roaming partners were to acquire the required licenses and build networks in our markets or enter into roaming agreements with other wireless carriers that provide competing services in our markets and permit our roaming partners to roam on that other carrier’s network, we could lose a substantial portion of our roaming revenues in those markets, which could have a material adverse effect on our business, operations and financial condition.

Failure to develop future business opportunities, such as wireless data services, and to improve network coverage, quality and capacity within the markets that we currently serve may limit our ability to compete effectively and grow our business

      An important element of our strategy is to bring new telecommunications services, such as wireless data services, to rural America. In general, the development of new services in our industry requires us to anticipate and respond to varied and rapidly changing customer demand. In order to compete successfully against the

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other participants in the United States wireless industry, we will need to commercialize and introduce new services on a timely basis. The ability to deploy and deliver these services relies, in many instances, on new and unproven technology that will demand substantial capital outlays and spectrum capacity. Our available capital and spectrum may not be sufficient to support these services. We cannot guarantee that devices for such new services or applications for such devices will be commercially available or accepted in the marketplace, and we cannot assure that we will be able to offer these new services profitably. In addition, there could be legal or regulatory restraints on wireless data services as applicable laws and rules evolve. If these services are not successful or if costs associated with implementation and completion of the introduction of these services materially exceed those currently estimated, our ability to retain and attract customers and our operations and financial condition could be materially adversely affected.

      We have essentially completed the network build–out of the markets for which we hold licenses, and are now primarily focused on improving network coverage, quality and capacity within and around the markets we currently serve and completing the expansion of digital Code Division Multiple Access technology throughout our markets. We cannot guarantee that we will be able to do so in a time frame that will permit us to remain competitive at the cost we expect or at all. Failure or delay in improving network coverage, quality and capacity on a timely basis or at all, or increased costs to accomplish such improvement, could have a material adverse effect on our business, strategy, operations and financial condition.

Our FCC licenses are subject to renewal and potential revocation in the event that we violate applicable laws. The loss of any of such licenses could materially and adversely affect our ability to service our customers

      Our licenses are subject to renewal upon the expiration of the ten-year period for which they are granted. Although the FCC has routinely renewed wireless licenses in the past, we cannot provide assurance that no challenges will be brought against our licenses in the future. Violations of the Communications Act of 1934, as amended, or the FCC’s rules could result in license revocations, forfeitures, fines or non–renewal of licenses. We have five cellular licenses that are subject to the renewal process over the next three years. While we believe that each of our cellular licenses will be renewed, there can be no assurance that all of the licenses will be renewed. If any of our licenses are forfeited, revoked or not renewed, we would not be able to provide service in that area unless we contract to resell wireless services of another provider or enter into roaming agreements.

Government regulations determine how we operate, which could increase our costs and limit our growth, revenue and strategy plans

      The FCC regulates the licensing, construction, operation, acquisition and sale of our business, and we are subject to laws and regulations of other federal, state and local government bodies. Future changes in regulation or legislation could impose significant additional costs on us, either in the form of direct out of pocket costs or additional compliance obligations, or subject us to sanctions, which may have a material adverse effect on our business. Additionally, Congress’ and the FCC’s continued allocation of additional spectrum for commercial mobile radio service, which includes cellular and personal communication services and specialized mobile radio, could significantly increase competition.

      The rapid growth and penetration of wireless services has prompted the interest of the FCC, state legislatures and state public utility commissions to oversee certain practices by the wireless industry. These practices are generally in the form of efforts to regulate customer billing, termination of service arrangements, advertising, filing of “informational” tariffs, certification of operation, and other areas. While the Communications Act of 1934, as amended, generally preempts state and local governments from regulating the entry of, or the rates charged by, wireless carriers, a state has authority to regulate “other terms and conditions” of service offerings by commercial mobile radio service providers. The FCC has determined that the Communications Act of 1934, as amended, does not preempt state damage claims as a matter of law, but whether a specific damage award is prohibited would depend upon the facts of a particular case. This ruling may affect the number of class action suits brought against commercial mobile radio service providers and the amount of damages awarded by courts.

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      Individual states may also petition the FCC for permission to regulate the rates of commercial mobile radio service providers. The FCC has denied petitions from several states seeking to impose such regulations. Several states have also proposed or enacted consumer protection regulations on commercial mobile radio service providers. For example, do-not-call legislation is either proposed or has been enacted in all 50 states. In addition, the California public utility commission has proposed extensive consumer protection and privacy regulations for all telecommunications carriers. For example, the California Public Utility Commission is considering adopting a consumer Bill of Rights designed to protect residential and small business customers. We believe that, if adopted, the rules will significantly alter our business practices in California with respect to nearly every aspect of the carrier-customer relationship, including solicitations, marketing, activations, billing and customer care. The California public utility commission is also contemplating rules to address other service quality issues, including service repair, service outages and toll operator answering time that could apply to commercial mobile radio service providers. Such regulations, if approved, could expose carriers to increased legal responsibility for states’ varying standards of service quality and may materially impact our operating costs.

      At the local level, wireless facilities typically are subject to zoning and land use regulation, and may be subject to fees for use of public rights of way. Although local and state governments cannot categorically prohibit the construction of wireless facilities in any community, or take actions that have the effect of prohibiting construction, securing state and local government approvals for new tower sites may become a more difficult and lengthy process.

      Cellular licensees are subject to certain Federal Aviation Administration regulations regarding the location, marking/ lighting and construction of towers. Each tower requiring FAA notification also requires tower registration with the FCC. In addition, our facilities may be subject to regulation by the Environmental Protection Agency and the environmental regulations of the FCC under the National Environmental Policy Act and of certain states and localities.

      The FCC does not presently specify the rates commercial mobile radio service providers may charge for their services, nor does it require the filing of tariffs for wireless operations. However, the FCC has the authority to regulate the rates, terms and conditions under which wireless carriers provide service because commercial mobile radio service providers are statutorily considered to be common carriers and thus are required to charge just and reasonable rates and are not allowed to engage in unreasonable discrimination. The FCC has adopted rules governing charges for long distance service (e.g., rate integration) and use of customer proprietary network information, but these rules have been vacated by the courts and are now subject to further FCC review. Additionally, the FCC has adopted rules governing billing practices and access to wireless services by the disabled. While none of these existing requirements have a material impact on our operations, there is no assurance that future regulatory changes may not materially impact us.

Concerns about health and safety risks may discourage use of wireless services, result in liability issues and materially adversely affect our business

      Media reports have suggested that radio frequency emissions from wireless handsets may be linked to various health concerns, including cancer, and may interfere with various electronic medical devices, including hearing aids and pacemakers. Concerns over radio frequency emissions may have the effect of discouraging the use of wireless handsets, and thus decrease demand for wireless products and services. In recent years, the FCC and foreign regulatory agencies have updated the guidelines and methods they use for evaluating radio frequency emissions from radio equipment, including wireless handsets. In addition, interest groups have requested that the FCC investigate claims that wireless technologies pose health concerns and cause interference with airbags, hearing aids and medical devices.

      The Food and Drug Administration has issued guidelines for the use of wireless phones by pacemaker wearers. The FCC’s safety limits for human exposure to radio frequency emissions went into effect September 1, 2000. After September 1, 2000, if any facility, operation or device is found to be non-compliant with radio frequency emissions guidelines, and if any required environmental assessment has not been filed, penalties ranging from fines to license forfeiture may be imposed.

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      Several lawsuits have been filed against us, other wireless carriers and other participants in the wireless industry, asserting product liability, breach of warranty, adverse health effects and other claims relating to radio frequency transmissions to and from handsets and wireless data devices. Some of these lawsuits allege other related claims, including negligence, strict liability, conspiracy and the misrepresentation of or failure to disclose these alleged health risks. The complaints seek substantial monetary damages as well as injunctive relief. The defense of these lawsuits may divert our management’s attention, we may incur significant expenses in defending these lawsuits and we may be required to pay significant awards or settlements.

      Additional studies of health effects of wireless services are ongoing and new studies are anticipated. If such further research establishes any link between the use of handsets and health problems, such as brain cancer, then usage of, and demand for our services may be significantly reduced, and we could be required to pay significant expenses in defending lawsuits and significant awards or settlements, any or all of which could have a material adverse effect on our business, operations and financial condition.

      We may also be subject to potential litigation relating to the use of handsets and wireless data devices while driving. Some studies have indicated that using these devices while driving may impair drivers’ attention. Legislation has been proposed in the United States Congress and many state and local legislative bodies to restrict or prohibit the use of wireless phones while driving motor vehicles. To date, New York State and some municipalities in the United States, including Brooklyn, Ohio; Conshohocken, Pennsylvania; Hilltown Township, Pennsylvania; Lebanon, Pennsylvania; and Marlboro, New Jersey, have passed laws restricting the use of handsets, and similar laws have been enacted in other countries. Additionally, some jurisdictions have passed laws restricting the use of handsets by persons such as school bus drivers and novice drivers. These laws or, if passed, other laws prohibiting or restricting the use of wireless handsets while driving, could reduce sales, usage and revenues, any or all of which could have a material adverse effect on our business, operations and financial condition.

      Finally, we cannot be certain that we or the wireless industry in general may not be subject to litigation should a situation arise in which damage or harm occurs as a result of interference between a commercial mobile radio service provider such as us and a public safety licensee, such as a “911” emergency operator, or any failure of any such “911” emergency call while using our network.

Control by management may discourage potential acquisitions of our business and may have a depressive effect on the market price for our Class A Common Stock

      Holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to ten votes per share. Each share of Class B common stock is convertible at any time into one share of Class A common stock. John W. Stanton and Theresa E. Gillespie, our Chairman and Chief Executive Officer and our Vice Chairman, respectively, are husband and wife and beneficially represent 47.2% of the combined voting power of the common stock. Such voting control by such holders and certain provisions of Washington law affecting acquisitions and business combinations, which we have incorporated into our articles of incorporation, may discourage certain transactions involving an actual or potential change of control of us, including transactions in which the holders of Class A common stock might receive a premium for their shares over the then-prevailing market price, and may have a depressive effect on the market price for Class A common stock.

Western Wireless International operates in certain countries with significant political, social and economic uncertainties which could have a material adverse effect on its operations in these countries

      Western Wireless International accounted for approximately 26% and 33% of our total revenues for the fiscal year ended December 31, 2002 and the six months ended June 30, 2003, respectively. We operate in countries in Eastern Europe, a republic of the former Soviet Union, Africa, the Caribbean and South America. These countries face significant political, social and/or economic uncertainties which could have a material adverse effect on our operations in these areas. These uncertainties include:

•  possible internal military conflicts and/or civil unrest fueled by economic and social crises in those countries;

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•  political instability and bureaucratic infighting between government agencies with unclear and overlapping jurisdictions;

•  pervasive regulatory control of the state over the telecommunications industry; and

•  the failure by government entities to meet their outstanding foreign debt repayment obligations.

      We cannot assure you that the pursuit of economic reforms by the governments of any of these countries will continue or prove to be ultimately effective, particularly in the event of a change in leadership, social or political disruption or other circumstances affecting economic, political or social conditions.

Western Wireless International encounters enhanced economic, legal and physical risks by operating abroad

      Western Wireless International runs a number of risks by investing in foreign countries including:

•  loss of revenue, property and equipment from expropriation, nationalization, war, insurrection, terrorism and other political risks;

•  involuntary changes to the licenses issued by foreign governments;

•  changes in foreign and domestic laws and policies that govern operations of overseas-based companies;

•  amendments to, or different interpretations or implementations of, foreign tax laws and regulations that could adversely affect the profitability after tax of our joint ventures and subsidiaries;

•  criminal organizations in certain of the countries in which we operate that could threaten and intimidate our businesses; and

•  high levels of corruption and non-compliance with the law exist in many of the countries in which we operate businesses.

Certain of the government licenses on which Western Wireless International depends could be canceled or revoked, impairing the development of Western Wireless International’s operations in these countries, and making Western Wireless International liable for substantial penalties

      The licensing, construction, operation and ownership of communications systems, and the granting and renewal of applicable licenses and radio frequency allocations, are regulated by governmental entities in each of the countries in which Western Wireless International’s operating companies conduct business. Its failure or inability to renew these licenses may have a material adverse effect on our operations. In Europe, the licenses which allow Western Wireless International’s operating companies to provide wireless services were initially granted for terms of 15 or 20 years and in some cases there are not explicit provisions in the licenses which provide for renewal. Under the terms of the Ghana license, Western Wireless International’s operating company was required to meet certain customer levels and build-out requirements by February 2002. This company was unable to meet the required customer levels due to the inability of the regulator to provide spectrum and enforce interconnection with the incumbent telephone company and the National Communication Authority of Ghana has assessed a penalty claim of $71 million for not meeting these build-out requirements. Western Wireless International has contested this fine on the basis that the government and the National Communication Authority failed to deliver the key commitments of spectrum and interconnection and does not believe the enforcement of these penalties is probable, although there can be no assurance as to what actions the government may take.

Western Wireless International’s operating results will be impacted by foreign currency fluctuations

      Western Wireless International is exposed to risk from fluctuations in international economic conditions and foreign currency rate fluctuations which could have a material impact on its results of operations and financial condition. Certain of our international subsidiaries have functional currencies other than the United States dollar and their assets and liabilities are translated into United States dollars at exchange rates at the

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balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. Accordingly, a depreciation in the United States dollar would result in an increase in our net loss.

If we lose any member of our management team, our business could suffer

      We depend on the continued services of our management team. If we fail to retain the services of any member of our senior management, our operating results may be adversely affected.

Risks Relating to the Securities

The notes are unsecured and are subordinated to our senior indebtedness and the existing and future liabilities of our subsidiaries

      The notes are subordinated and, as a result, the payment of the principal, premium, if any, interest and additional amounts, if any, on the notes, including amounts payable on any redemption or repurchase, are subordinated to the prior payment in full, in cash or other form of payment satisfactory to holders, of all of our senior debt (as defined in the indenture pursuant to which the notes were issued). The notes are also effectively subordinated in right of payment to all indebtedness and liabilities and commitments, including trade payables, of our subsidiaries. Further, substantially all of our and our domestic subsidiaries’ assets are pledged as security for the obligations under our Credit Facility. Our principal operations are conducted through our subsidiaries, and we are therefore dependent upon the cash flow of our subsidiaries to meet our obligations under the notes. Our subsidiaries do not have any obligation to guarantee or otherwise pay amounts due under the notes; however, our domestic subsidiaries have guaranteed the obligations under our Credit Facility; and, accordingly, the rights of the holders of the notes are also effectively subordinated to such guarantees. Any right of Western Wireless Corporation to receive assets of any subsidiary upon any liquidation or reorganization of that subsidiary (and the consequent right of holders of the notes to receive the proceeds from the sale or liquidation of those assets) will be effectively subordinated to the claims of the subsidiary’s creditors, except to the extent that Western Wireless Corporation itself is recognized as a creditor of the subsidiary, and the rights of the holders of the notes will also be effectively subordinated to the domestic subsidiary guarantees of the obligations under our Credit Facility. As of June 30, 2003, Western Wireless Corporation had an aggregate of $1.7 billion in senior debt outstanding and the aggregate amount of liabilities of our consolidated subsidiaries, excluding intercompany liabilities, was $754.5 million. In July 2003, we prepaid $400 million of indebtedness outstanding under our Credit Facility and issued $600 million in principal amount of Senior Notes. Additionally, in August 2003, we redeemed all of our outstanding Senior Subordinated Notes ($383 million in principal amount, in aggregate), which Senior Subordinated Notes were pari passu with the notes. As of June 30, 2003, after giving effect to the partial prepayment of indebtedness outstanding under our Credit Facility and the issuance of our Senior Notes, Western Wireless Corporation had an aggregate of $1.9 billion in senior debt outstanding (consisting of $1.3 billion outstanding under our Credit Facility and $600 million in principal amount under our Senior Notes) and the aggregate amount of liabilities of our consolidated subsidiaries, excluding intercompany liabilities, was $754.5 million.

      In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding–up, liquidation, reorganization or other bankruptcy proceeding, holders of senior indebtedness will have a prior claim to all of our assets. Holders of the notes will participate ratably with all holders of indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of senior indebtedness.

We may not have the financial resources to repurchase the notes upon the occurrence of a “fundamental change” or at the option of a holder

      If a “fundamental change” of Western Wireless Corporation under the indenture for the notes occurs prior to maturity, holders may require us to redeem all or a portion of their notes at a price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest and additional amounts, if any, to, but

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excluding, the redemption date. In addition, holders may require us to repurchase their notes on June 15, 2013 and June 15, 2018. It is possible that we will not have, nor have access to, sufficient funds at the time of any such repurchase request or fundamental change to make the required repurchase of the notes. The terms of our Credit Facility and Senior Notes would currently prohibit us from repurchasing the notes under these circumstances. In addition, we may enter into debt agreements in the future which restrict or prohibit such repurchases or require us to pay such debt upon occurrence of a fundamental change. Further, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, may not constitute a fundamental change under the indenture.

An active trading market for the notes may not develop, and the transfer of notes may be restricted

      There is currently no public market for the notes. We do not plan to list the notes on any securities exchange or to include them in any automated quotation system. We cannot assure you as to the liquidity of any markets that may develop for the notes, the ability of holders of the notes to sell their notes or the price at which holders would be able to sell their notes. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, our operating results, the price of our Class A common stock and the market for similar securities.

      We have the right in certain circumstances, pursuant to the registration rights agreement we entered into in connection with the issuance of the notes, to suspend the use of the shelf registration statement pursuant to which the notes and the shares of Class A common stock issuable upon conversion of the notes are registered. In the event of such a suspension, you would not be able to sell any notes or the shares of Class A common stock issuable upon conversion of the notes pursuant to the registration statement of which this prospectus is a part.

We do not expect to pay cash dividends in the foreseeable future

      We have never declared or paid any cash dividends on our Class A common stock and do not currently intend to do so. Under the provisions of our bank credit agreement and indentures, our ability to pay cash dividends on or repurchase our Class A common stock is restricted. Any future determination to pay cash dividends will be at the discretion of our board of directors, subject to limitations under applicable law, and will be dependent upon our results of operations, financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

The value of the conversion right associated with the notes may be substantially lessened or eliminated if we are party to a merger, consolidation or other similar transaction

      If we are party to a merger, consolidation or binding share exchange or transfer or lease of all or substantially all of our assets pursuant to which our Class A common stock is converted into the right to receive, cash, securities or other property at the effective time of the transaction, the right to convert notes into our Class A common stock will be changed into the right to convert notes into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its note immediately prior to the effective time. This change could substantially lessen or eliminate the value of the conversion privilege associated with the notes in the future. For example, if we were acquired in a cash merger, subject to each holder’s right to require us to repurchase their notes as described herein, each note would become convertible solely into cash and would no longer be convertible into securities whose value would vary depending on our future prospects and other factors.

Changes in our credit ratings or the financial and credit markets could adversely affect the market price of the notes

      The market price of the notes will be based on a number of factors, including:

•  our ratings with major credit rating agencies;

•  the prevailing interest rates being paid by companies similar to us; and

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•  the overall condition of the financial and credit markets.

      The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Fluctuations in these factors could have an adverse effect on the price of the notes. In addition, credit rating agencies continually revise their ratings for companies that they follow, including us. We cannot assure you that credit rating agencies will maintain their ratings on the Company or the notes. A negative change in our ratings could have an adverse effect on the market price of the notes.

Conversion of the notes will dilute the ownership interests of existing shareholders

      The conversion of some or all of the notes will dilute the ownership interest of existing shareholders. Any sales in the public market of the Class A common stock issuable upon such conversion could adversely affect prevailing market prices of our Class A common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could depress the price of our Class A common stock.

The trading value of the notes is significantly affected by the market price of our Class A common stock and other factors, and our stock price has been and is likely to continue to be volatile and could decline substantially

      The trading value of the notes is affected significantly by the market price of our Class A common stock. This may result in greater volatility in the trading value of the notes than would be expected for nonconvertible debt securities we issue. The market price of our Class A common stock has been volatile in the past and is likely to continue to be volatile and could be subject to wide fluctuations and could decline substantially in response to factors such as the following, some of which are beyond our control:

•  quarterly variations in our operating results;

•  variations in our operating results from the expectations of securities analysts and investors;

•  changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;

•  changes in laws and regulations affecting the telecommunications industry;

•  announcements of significant claims or proceedings against us;

•  changes in market valuations of us or other telecommunications companies;

•  announcements of technological innovations or new services by us or our competitors;

•  announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

•  additions or departures of key personnel;

•  adverse changes in general market conditions or economic trends;

•  future sales of our Class A common stock; and

•  volume fluctuations.

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SPECIAL NOTE REGARDING FORWARD–LOOKING STATEMENTS

      Statements made in this prospectus or in any documents incorporated by reference in this prospectus that are not based on historical fact, including, without limitation, statements containing the words “believes”, “may”, “will”, “estimate”, “continue”, “anticipates”, “intends”, “expects” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements are subject to a number of risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond our control and which may cause the actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward–looking statements. Such factors include, among others:

•  general economic and business conditions, nationally, internationally and in the regions and countries in which we operate;

•  demographic changes;

•  technology changes;

•  increased competition;

•  changes in business strategy or development plans;

•  our high leverage and our ability to access capital markets;

•  our ability to attract and retain qualified personnel;

•  existing governmental regulations and changes in, or the failure to comply with, governmental regulations;

•  our ability and the cost of acquiring additional spectrum licenses;

•  product liability and other claims asserted against us; and

•  other factors referenced in this prospectus, including, without limitation, factors discussed under the captions “Summary” and “Risk Factors” or elsewhere in our reports filed with the Securities and Exchange Commission.

      Given these uncertainties, we caution you not to place undue reliance on such forward-looking statements. We also disclaim any obligation to update any such factors or to publicly announce any revisions to any of the forward-looking statements contained in this prospectus to reflect future results, events or developments.

RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth our consolidated ratio of earnings to fixed charges for each of the periods indicated:

	Year Ended December 31,														Six Months
															Ended June 30,
	1998			1999			2000		2001			2002			2003
Ratio of earnings to fixed charges		0.90	(1)		0.65	(1)		1.42		0.04	(1)		0.33	(1)		1.39

(1)  The deficiency of earnings to cover fixed charges for the year ended December 31, 1998 was $9.09 million, for the year ended December 31, 1999 was $35.20 million, for the year ended December 31, 2001 was $156.75 million, and for the year ended December 31, 2002 was $106.46 million.

USE OF PROCEEDS

      We will not receive any proceeds from the sale by any selling security holder of their notes or the shares of Class A common stock issuable upon conversion of the notes. See “Selling Security Holders.”

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SELLING SECURITY HOLDERS

      We originally issued the notes in a private placement in June 2003. The notes were resold by the initial purchasers of the notes in the United States to persons reasonably believed by them to be “qualified institutional buyers” as defined by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Selling security holders, including their transferees, pledgees, donees or successors, may from time to time offer and sell the notes and the underlying shares of Class A common stock pursuant to this prospectus.

      The table below sets forth the name of each selling security holder, the principal amount of notes that each selling security holder may offer pursuant to this prospectus and the number of shares of Class A common stock into which such notes are convertible. Unless set forth below, none of the selling security holders has had within the past three years any material relationship with us or any of our affiliates.

      We have prepared the table based on information given to us by the selling security holders on or before September 10, 2003. Because the selling security holders may offer, pursuant to this prospectus, all or some portion of the notes or Class A common stock listed below, no estimate can be given as to the amount of notes or Class A common stock that will be held by the selling security holders upon consummation of any sales or upon termination of the offering. In addition, the selling security holders listed in the table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their notes since the date as of which the information in the table is presented.

      Information about selling security holders may change over time. Any changed information given to us by the selling security holders will be set forth in prospectus supplements or amendments to this prospectus, if required.

	Principal					Number of
	Amount of Notes		Percentage			Shares of Class A		Percentage of
	Beneficially		of Notes			Common Stock that		Common Stock
Name and Address	Owned and Offered		Outstanding(1)			May be Sold(2)		Outstanding(3)(4)
Bank of America Pension Plan(6)		3,200,000		2.7	%		207,039		*
Barclays Global Investors Limited(6)		1,000,000		*			64,699		*
BP Amoco Fund PLC(7)		411,000		*			26,591		*
Citigroup Global Markets(8)		10,950,000		9.5	%		708,462		*
DeepRock & Co.(6)		1,500,000		1.3	%		97,049		*
DuckBill & Co.(6)		1,000,000		*			64,699		*
General Motors Welfare Benefit Trust(6)		1,000,000		*			64,699		*
GMAM Group Pension Trust(6)		1,000,000		*			64,699		*
Grace Convertible Arbitrage Fund, Ltd.(9)		5,000,000		4.3	%		323,499		*
HFR TQA Master Trust(10)		334,000		*			21,609		*
Hotel Union & Hotel Industry of Hawaii Pension Plan(7)		160,000		*			10,351		*
Jefferies & Company Inc.(7)		3,000		*			194		*
John Deere Pension Trust(6)		1,000,000		*			64,699		*
LDG Limited(10)		279,000		*			18,051		*
Lexington Vantage Fund c/o TQA Investors, L.L.C.(10)		79,000		*			5,111		*
Peoples Benefit Life Insurance Company TEAMSTERS(6)		7,000,000		6.0	%		452,898		*
Retail Clerks Pension Trust(6)		1,500,000		1.3	%		97,049		*
Retail Clerks Pension Trust #2(6)		1,000,000		*			64,699		*

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	Principal					Number of
	Amount of Notes		Percentage			Shares of Class A			Percentage of
	Beneficially		of Notes			Common Stock that			Common Stock
Name and Address	Owned and Offered		Outstanding(1)			May be Sold(2)			Outstanding(3)(4)
Sphinx Convertible Arb Fund SPC(7)		148,000		*			9,575			*
Sphinx Fund c/o TQA Investors, L.L.C.(10)		93,000		*			6,017			*
SSI Blended Market Neutral L.P.(7)		257,000		*			16,627			*
St. Albans Partners Ltd.(6)		8,250,000		7.2	%		533,773			*
TQA Master Fund, Ltd.(10)		4,514,000		3.9	%		292,054			*
TQA Master Plus Fund, Ltd.(10)		3,586,000		3.1	%		232,013			*
Viacom Inc. Pension Plan Master Trust(7)		14,000		*			905			*
Xavex — Convertible Arbitrage 7 Fund c/o TQA Investors, L.L.C.(10)		609,000		*			39,402			*
Yield Strategies Fund I, L.P.(6)		2,000,000		1.7	%		129,399			*
Yield Strategies Fund II, L.P.(6)		2,000,000		1.7	%		129,399			*
Zurich Institutional Benchmarks Master Fund Ltd. c/o SSI Investment Management Inc.(6)		1,007,000		*			62,152			*
Zurich Institutional Benchmarks Master Fund Ltd. c/o TQA Investors, L.L.C.(10)		506,000		*			32,738			*
Any other holder of notes or future transferee, pledgee, donee or successor of any holder(11)		55,600,000		48.3	%		3,597,308			4.3	%
TOTAL	$	115,000,000		100.0	%		7,440,477(5	)		8.6	%

  *   Less than 1%.

(1)	The percentage of notes outstanding beneficially owned by each selling security holder is based on $115,000,000 aggregate principal amount of notes outstanding.
(2)	Assumes conversion of all of the holder’s notes at a conversion rate of 64.6998 shares of Class A common stock per $1,000 principal amount of the notes and a cash payment in lieu of any fractional share interest. However, this conversion rate will be subject to adjustment as described under “Description of Notes — Conversion Rights.” As a result, the amount of Class A common stock issuable upon conversion of the notes may increase or decrease in the future.
(3)	Calculated based on 79,288,932 shares of common stock (including 72,496,211 shares of Class A common stock and 6,792,721 shares of Class B common stock, which are convertible into shares of Class A common stock on a share-for-share basis) outstanding as of June 30, 2003. In calculating this amount for a particular holder, we treated as outstanding that number of shares of Class A common stock issuable upon conversion of that particular holder’s note(s), but we did not assume the conversion of any other holder’s note(s).
(4)	Assumes that all holders of the notes, or any future transferees, pledgees, donees or successors of or from such holders of the notes, do not beneficially own any Class A common stock other than the Class A common stock issuable upon conversion of the notes at the initial conversion rate.
(5)	Column does not add up correctly because the fractional shares to which the holders would be entitled (and in lieu of which would receive a cash payment) have been disregarded.

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(6)	Camden Asset Management, L.P. has investment control over the securities that this selling security holder beneficially owns.
(7)	Mr. John Gottfurcht, Mr. George Douglas and Ms. Amy Jo Gottfurcht have investment control over the securities that this selling security holder beneficially owns.
(8)	Citigroup Global Markets is a wholly owned subsidiary of Citigroup Inc. Citigroup Global Markets was an initial purchaser of the notes from us. Citigroup Global Markets purchased the notes listed on this table for its own account and not for purposes of distribution.
(9)	Bradford T. Whitmore and Michael Blailov have investment control over the securities that this selling security holder beneficially owns.

(10)	TQA Investors L.L.C. has investment control over the securities that this selling security holder beneficially owns.
(11)	Information about other selling security holders will be set forth in prospectus supplements or amendments to this prospectus, if required.

      To the extent that any of the selling security holders identified above are broker-dealers, they are deemed to be, under interpretations of the Securities and Exchange Commission, “underwriters” within the meaning of the Securities Act.

      With respect to selling security holders that are affiliates of broker-dealers, we believe that such entities acquired their notes or the underlying shares of Class A common stock in the ordinary course of business and that, at the time of the purchase of the notes or the underlying shares of Class A common stock, such selling security holders had no agreements or understandings, directly or indirectly, with any person to distribute the notes or the underlying shares of Class A common stock. To the extent that we become aware that such entities did not acquire their notes or the underlying shares of Class A common stock in the ordinary course of business or did have such an agreement or understanding, we will file a post–effective amendment to the registration statement of which this prospectus forms a part to designate such affiliate as an “underwriter” within the meaning of the Securities Act.

      Only selling security holders identified above who beneficially own the principal amount of the notes set forth opposite each such selling security holder’s name in the foregoing table on the effective date of the registration statement of which this prospectus forms a part may sell such securities pursuant to the registration statement. Prior to any use of this prospectus in connection with an offering of the notes or the underlying shares of Class A common stock by any holder not identified above, the registration statement of which this prospectus forms a part will be amended by a post–effective amendment or prospectus supplement to set forth the name and aggregate amount of notes beneficially owned by the selling security holder intending to sell such notes or the underlying shares of Class A common stock and the aggregate amount of notes or the number of shares of the underlying shares of Class A common stock to be offered, as well as additional information about such selling security holders.

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DESCRIPTION OF NOTES

      We issued $115,000,000 aggregate principal amount of 4.625% Convertible Senior Notes due 2023 in private placements on June 11, 2003 and June 17, 2003. The notes were issued under an indenture dated as of June 11, 2003, between us, as issuer, and The Bank of New York, as trustee. The notes and the shares of Class A common stock issuable upon conversion of the notes are covered by a registration rights agreement. The following description is a summary of the material provisions of the notes, the indenture and the registration rights agreement. It does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the indenture, including the definitions of certain terms used in the indenture, the notes and the registration rights agreement, which are included as exhibits to the registration statement of which this prospectus is a part. Wherever particular provisions or defined terms of the indenture or the notes are referred to, such provisions or defined terms are incorporated in this prospectus by reference, and the statements herein are qualified in their entirety by such reference.

      As used in this “Description of Notes” section, references to “Western Wireless,” “we,” “our” or “us” refer solely to Western Wireless Corporation and not to our subsidiaries, unless the context otherwise requires.

General

      The notes are limited to $115,000,000 aggregate principal amount. The notes will mature on June 15, 2023. The notes will accrue interest at the rate of 4.625% per year from June 11, 2003, or from the most recent date to which interest has been paid or duly provided for, and accrued and unpaid interest and additional amounts, if any, will be payable semiannually in arrears on June 15 and December 15, commencing on December 15, 2003, to holders of record at the close of business on the June 1 and December 1 immediately preceding such interest payment date. Each payment of interest on the notes will include interest accrued through the day before the applicable interest payment date (or purchase or redemption date). Any payment required to be made on any day that is not a business day will be made on the next succeeding business day. The term “business day” means, with respect to any note, any day other than a Saturday, Sunday or day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close. The interest rate will be calculated using a 360–day year comprised of twelve 30-day months.

      The indenture does not limit the amount of other indebtedness or securities that may be issued by us or any of our subsidiaries. The indenture does not contain any financial covenants or restrictions on the payment of dividends, the incurrence of senior debt or the issuance or repurchase of our securities (other than the issuance or repurchase of the notes). The indenture contains no covenants or other provisions to afford protection to holders of notes in the event of a highly leveraged transaction or a change in control except to the extent described under “— Redemption at Option of the Holder Upon a Fundamental Change.”

Methods of Receiving Payments on the Notes

      Principal of, premium, if any, interest and additional amounts, if any, on the notes will be payable at the office or agency maintained for such purpose or, at our option, may be paid in same–day funds by wire transfer to an account maintained by the payee located inside the United States (if the trustee shall have received proper wire transfer instructions from such payee not later than the related interest payment date, maturity date, redemption date or repurchase date) or, if no such instructions have been received, by check drawn on a bank in New York City mailed to the payee at its address set forth on the registrar’s books. Until otherwise designated by us, the office or agency maintained for such purpose will be the principal corporate trust office of the trustee in the Borough of Manhattan, The City of New York.

Ranking of the Notes

      The notes are subordinated and, as a result, the payment of the principal, premium, if any, interest and additional amounts, if any, on the notes, including amounts payable on any redemption or repurchase, are subordinated to the prior payment in full, in cash or other form of payment satisfactory to holders, of all of our senior debt (as defined below). The notes are also effectively subordinated in right of payment to all indebtedness and other liabilities and commitments, including trade payables, of our subsidiaries. Further,

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substantially all of our and our domestic subsidiaries’ assets are pledged as security for the obligations under our Credit Facility. Our subsidiaries do not have any obligation to guarantee or otherwise pay amounts due under the notes; however, our domestic subsidiaries have guaranteed the obligations under our Credit Facility and, accordingly, the rights of the holders of the notes are also effectively subordinated to such guarantees. As of June 30, 2003, Western Wireless Corporation had an aggregate of $1.7 billion in senior debt outstanding and the aggregate amount of liabilities of our consolidated subsidiaries, excluding intercompany liabilities, was $754.5 million. In July 2003, we prepaid $400 million of indebtedness outstanding under our Credit Facility and issued $600 million in principal amount of Senior Notes. Additionally, in August 2003, we redeemed all of our outstanding Senior Subordinated Notes ($383 million in principal amount, in aggregate), which Senior Subordinated Notes were pari passu with the notes. As of June 30, 2003, after giving effect to the partial prepayment of indebtedness outstanding under our Credit Facility and the issuance of our Senior Notes, Western Wireless Corporation had an aggregate of $1.9 billion in senior debt outstanding (consisting of $1.3 billion outstanding under our Credit Facility and $600 million in principal amount of our Senior Notes) and the aggregate amount of our liabilities of consolidated subsidiaries, excluding intercompany liabilities, was $754.5 million.

      “Senior debt” is defined in the indenture to mean the principal of, premium, if any, and interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us whether or not a claim for post petition interest is allowed in such proceeding) on:

•  our indebtedness created pursuant to our bank credit facility and all other obligations thereunder or under the notes, security documents, pledge agreements, interest hedge agreements or other agreements or instruments executed in connection therewith;

•  our indebtedness created pursuant to any vendor financing incurred for the acquisition, construction or improvement by us or any restricted subsidiary of assets in the wireless communications business;

•  our every obligation for money borrowed;

•  our every obligation evidenced by bonds, debentures, notes or similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;

•  our every reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar facilities issued for our account;

•  our every obligation as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles;

•  our every obligation to pay rent or other payment amounts with respect to any sale and leaseback transaction to which we are a party;

•  every obligation of the type referred to in the five immediately preceding clauses of another person and all dividends of another person, the payment of which, in either case, we have guaranteed or are responsible or liable, directly or indirectly, as obligor, guarantor or otherwise; and

•  amendments, renewals, extensions, modifications, refinancings and refundings of any indebtedness described in the above clauses of this definition.

      Senior debt does not include:

•  any indebtedness owed to a person when such person is our restricted subsidiary;

•  any indebtedness which by the terms of the instrument creating or evidencing the same is not superior in right of payment to the notes;

•  any indebtedness incurred in violation of the indenture (but, as to any such indebtedness, no such violation will be deemed to exist for purposes of this clause if the holders of such indebtedness or their representative and the trustee receive an officers’ certificate from us to the effect that the incurrence of such indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence of the

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	entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate the indenture); or
•	any indebtedness which is subordinated in right of payment in respect to any other of our indebtedness.

      We may not make any payment on account of principal, premium, if any, interest or additional amounts, if any, on the notes, or redeem or repurchase the notes, if either of the following events occur:

•  we default in our obligations to pay principal, premium, if any, interest or any other amounts on any senior debt, including a default under any redemption or repurchase obligation, and the default continues beyond any grace period that we may have to make those payments; or

•  any other default occurs and is continuing on any designated senior debt (as defined below) and (i) the default permits the holders of the designated senior debt to accelerate its maturity and (ii) the trustee and we have received a written notice (a “payment blockage notice”) of the default from the administrative agent in respect of the designated senior debt, if any, or if there is no outstanding designated senior debt, any representative of a holder of senior debt.

      If payments on the notes have been blocked by a payment default on senior debt, payments on the notes may resume when the payment default has been cured, waived or ceases to exist. If payments on the notes have been blocked by a nonpayment default, payments on the notes may resume on the earlier of (i) the date the nonpayment default is cured, waived or ceases to exist and any acceleration of senior debt shall have been rescinded or annulled or the senior debt to which such nonpayment default relates shall have been discharged or (ii) the 179th day after receipt of such payment blockage notice.

      No more than one payment blockage period may be commenced with respect to the notes during any 360–day period and there shall be a period of at least 181 consecutive days in each 360-day period when no payment blockage period is in effect. No nonpayment default that was known to the holders of senior debt to exist or be continuing on the date of commencement of any payment blockage period shall be, or be made, the basis for the commencement of a subsequent payment blockage period by an administrative agent for the designated senior debt unless such nonpayment default shall have been cured for a period of not less than 90 consecutive days.

      “Designated senior debt” means our indebtedness under our bank credit facility.

      In addition, upon any acceleration of the principal due on the notes as a result of an event of default described below or payment or distribution of our assets to creditors upon any dissolution, winding up, liquidation or reorganization (whether voluntary or involuntary), marshaling of assets, assignment for the benefit of creditors, or any bankruptcy, insolvency, receivership or other similar proceedings, all principal, premium, if any, interest, fees and other amounts due on all senior debt must be paid in full before you are entitled to receive any payment. By reason of such subordination, in the event of insolvency, our creditors who are holders of senior debt are likely to recover more, ratably, than you are, and you are likely to experience a reduction or elimination of payments on the notes.

      In addition, the notes will be “structurally subordinated” to all indebtedness and other liabilities, including trade payables and lease obligations, of our subsidiaries. This occurs because our right to receive any assets of our subsidiaries upon their liquidation or reorganization, and the right of the holders of the notes to thereby participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors, except to the extent that we are recognized as a creditor of such subsidiary. Even to the extent we are recognized as a creditor of such subsidiary, our claims would still be subordinate to any security interest in the assets of such subsidiary and any indebtedness of such subsidiary senior to that held by us.

      The indenture does not place a limit on our ability to incur senior debt or on our ability, or the ability of any of our subsidiaries, to incur any other type of indebtedness.

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Conversion Rights

      The holders of notes may at any time on or before the close of business on the last trading day prior to the maturity date, subject to prior redemption or repurchase, convert any notes or portions thereof (in denominations of $1,000 or integral multiples of $1,000) into our Class A common stock. In the case of notes called for redemption, conversion rights will expire at the close of business on the trading day preceding the date fixed for redemption, unless we default in the payment of the redemption price, in which case the conversion right will terminate at the close of business on the date such default is cured. In the event any holder exercises its right to require us to repurchase notes upon a fundamental change, such holder’s conversion right will terminate on the close of business on the 30th day after the date of our fundamental change notice, unless we default on the payment due upon repurchase or the holder elects to withdraw the submission of election to repurchase.

      The initial conversion rate is 64.6998 shares of Class A common stock per $1,000 principal amount of each note, subject to adjustment upon the occurrence of any of the events described below. The initial conversion rate is equivalent to a conversion price of $15.456 per share of Class A common stock. A holder of a note otherwise entitled to a fractional share will receive cash equal to the applicable portion of the closing sale price of our Class A common stock on the trading day immediately preceding the conversion date. Upon a conversion, we will have the option to deliver cash or shares of our Class A common stock as described below. The ability to surrender notes for conversion will expire at the close of business on June 15, 2023.

      To exercise its conversion right, a holder must:

•  complete and manually sign a conversion notice, a form of which is on the back of the note and deliver the conversion notice to the conversion agent;

•  surrender the note to the conversion agent;

•  if required by the conversion agent, furnish appropriate endorsements and transfer documents; and

•  if required, pay all transfer or similar taxes.

      The conversion date will be the date on which the note, the duly signed and completed notice of conversion and any endorsements or transfer documents or any funds for transfer or similar taxes that may be required as described above shall have been so delivered to the conversion agent. A holder delivering a note for conversion will not be required to pay any taxes or duties payable in respect of the issue or delivery of Class A common stock upon conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of the Class A common stock in a name other than that of the holder of the note. Certificates representing shares of Class A common stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid in full. Except as described below, no adjustment will be made upon conversion of any notes for interest or additional amounts, if any, accrued on such notes or for dividends on any Class A common stock issued. If notes not called for redemption are converted after a record date for the payment of interest and prior to the next succeeding interest payment date, such notes must be accompanied by funds equal to the interest and additional amounts, if any, payable on such succeeding interest payment date on the principal amount so converted.

      In lieu of delivery of shares of our Class A common stock upon notice of conversion of any notes, we may elect to pay holders surrendering notes an amount in cash per $1,000 principal amount per note equal to the average closing sale price of our Class A common stock for the five consecutive trading days immediately following either (a) the date of our notice of our election to deliver cash as described below if we have not given notice of redemption, or (b) the conversion date, in the case of conversion following our notice of redemption specifying that we intend to deliver cash upon any conversion thereafter, in either case multiplied by the conversion rate in effect on that date. We will inform the holders through the trustee no later than two business days following the conversion date of our election to deliver shares of our Class A common stock or to pay cash in lieu of delivery of the shares, unless we have already informed holders of our election in connection with our optional redemption of the notes as described under “— Redemption of Notes at Our Option.” If we elect to deliver such payment in shares of our Class A common stock, the shares will be delivered through the

24

conversion agent no later than the fifth business day following the conversion date. If we elect to pay such payment in cash, the payment will be made to holders surrendering notes no later than the tenth business day following the applicable conversion date. If an event of default, as described under “— Events of Default and Acceleration” below (other than a default in a cash payment upon conversion of the notes), has occurred and is continuing, the indenture will not permit us to pay cash upon conversion of any notes (other than cash for fractional shares). For a discussion of the tax treatment of a holder receiving shares of our Class A common stock or cash upon surrendering notes for conversion, see “Certain United States Federal Income Tax Considerations.”

      The conversion price is subject to adjustment (under formulas set forth in the indenture) in certain events, including:

      (i) the issuance of Class A common stock as a dividend or distribution on Class A common stock;

      (ii) subdivisions, combinations or certain reclassifications of our Class A common stock;

      (iii) distributions to all holders of our Class A common stock of certain rights to purchase our Class A common stock for a period expiring within 60 days of such distribution at less than the then current sale price; and

      (iv) distributions to the holders of our Class A common stock of a portion of our assets (including shares of capital stock of a subsidiary) or debt securities issued by us or certain rights to purchase our securities (excluding cash dividends or other cash distributions from current or retained earnings unless the annualized amount thereof per share exceeds 5% of the closing sale price of our Class A common stock on the day preceding the date of declaration of such dividend or other distribution).

      However, no adjustment to the conversion price need be made if holders of the notes may participate in the transaction without conversion or in certain other cases.

      In the event that we pay a dividend or make a distribution on shares of our Class A common stock consisting of capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, the conversion price will be adjusted based on the market value of the securities so distributed relative to the market value of our Class A common stock, in each case based on the average closing prices of those securities for the 10 trading days commencing on, and including, the fifth trading day after the date on which “ex-dividend trading” commences for such dividend or distribution on the principal United States securities exchange or market on which the securities are then listed or quoted.

      In the event that we elect to pay a dividend or make a distribution to all holders of shares of our Class A common stock pursuant to clause (iii) or clause (iv) of the third preceding paragraph, which, in the case of clause (iv), has a per share value equal to more than 15% of the closing sale price of our shares of Class A common stock on the day preceding the declaration date for such distribution, we will be required to give notice to the holders of notes at least 20 days prior to the record date set for such distribution and, upon the giving of such notice, the notes may be surrendered for conversion at any time until the close of business on the business day prior to the date of distribution or until we announce that such distribution will not take place.

      If we are a party to an exchange offer, liquidation, tender offer, consolidation, reclassification or recapitalization or transfer of all or substantially all of our assets, the right to convert a note into Class A common stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets of us or another person which the holder would have received if the holder had converted the holder’s note immediately prior to the transaction.

      A “trading day” is any day on which the New York Stock Exchange is open for trading or, if the applicable security is quoted on the Nasdaq National Market, a day on which trades may be made on such market or, if the applicable security is not so listed, admitted for trading or quoted, any business day.

      In the event of a taxable distribution to holders of Class A common stock or any other transaction that results in an adjustment to the conversion price, the holders of notes may, under certain circumstances, be deemed to have received a distribution taxable under federal income tax laws as a dividend. In certain other

25

circumstances, the absence of such an adjustment may result in a taxable dividend to the holders of our Class A common stock. We may, at our option, make such reductions in the conversion price as our board of directors deems advisable to avoid or diminish any potential income tax liability to the holders of our Class A common stock which may result from the absence of such adjustment. See “Certain United States Federal Income Tax Considerations.”

      In addition, we may from time to time (to the extent permitted by law) reduce the conversion price of the notes by any amount for any period of at least 20 days, in which case we shall give at least 15 days’ notice of such decrease, if our board of directors has made a determination that such decrease would be in our best interests, which determination shall be conclusive.

      No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% of the conversion price then in effect; provided that any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. Except as stated above, the conversion price will not be adjusted for the issuance of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock or carrying the right to purchase any of the foregoing.

Redemption of Notes at Our Option

      We may not redeem the notes at our option prior to June 18, 2006. If the closing sale price of our Class A common stock has exceeded 150% of the then applicable conversion price for at least 20 trading days in any consecutive 30-day trading period ending on the trading day prior to the mailing of the notice of redemption, we may redeem for cash all or a portion of the notes at any time after June 18, 2006, but prior to June 18, 2010, by providing not less than 30 nor more than 60 days’ notice by mail to each registered holder of the notes to be redeemed, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date plus the “make whole” payment described below.

      The “make whole” payment shall be equal to the present value of all remaining scheduled payments of interest on the notes to be redeemed through and including June 15, 2010. The present value of the remaining interest payments will be computed using a discount rate equal to the Treasury Yield plus 25 basis points. “Treasury Yield” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the date fixed for conversion (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term to June 15, 2010; provided, however, that if the then remaining term to June 15, 2010 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one–twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the then remaining term to June 15, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

      We must pay these “make whole” payments on all notes called for redemption pursuant to this section prior to June 18, 2010, including on any notes converted after the date we mail the applicable notice.

      If the closing sale price of our Class A common stock has exceeded 125% of the then applicable conversion price for at least 20 trading days in any consecutive 30-day trading period ending on the trading day prior to the mailing of the notice of redemption, we may redeem for cash all or a portion of the notes at any time on or after June 18, 2010, but prior to June 18, 2013, by providing not less than 30 nor more than 60 days’ notice by mail to each registered holder of the notes to be redeemed, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.

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      On or after June 18, 2013, we may redeem for cash all or a portion of the notes at any time by providing not less than 30 nor more than 60 days’ notice by mail to each registered holder of the notes to be redeemed, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.

Selection and Notice

      If less than all the notes are to be redeemed at any time, selection of notes for redemption will be made by the trustee in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed or, if the notes are not so listed, on a pro rata basis, by lot or by any other method that the trustee considers fair and appropriate. The trustee may select for redemption a portion of the principal of any note that has a denomination larger than $1,000. Notes and portions thereof will be redeemed in the amount of $1,000 or integral multiples of $1,000. The trustee will make the selection from notes outstanding and not previously called for redemption; provided that if a portion of a holder’s notes are selected for partial redemption and such holder thereafter converts a portion of such notes, such converted portion will be deemed to be taken from the portion selected for redemption.

      Provisions of the indenture that apply to notes called for redemption also apply to portions of the notes called for redemption. If any note is to be redeemed in part, the notice of redemption will state the portion of the principal amount to be redeemed. In the event of any redemption of less than all the notes, we will not be required to:

•  issue or register the transfer or exchange of any note during a period of 15 days before any selection of such notes for redemption, or

•  register the transfer or exchange of any note so selected for redemption, in whole or in part, except the unredeemed portion of any note being redeemed in part, in which case we will execute and the trustee will authenticate and deliver to the holder a new note equal in principal amount to the unredeemed portion of the note surrendered.

      On and after the redemption date, unless we default in the payment of the redemption price, interest and additional amounts, if any, will cease to accrue on the principal amount of the notes or portions of notes called for redemption and for which funds have been set aside for payment. In the case of notes or portions of notes redeemed on a redemption date which is also a regularly scheduled interest payment date, the interest payment due on such date will be paid to the person in whose name the note is registered at the close of business on the relevant record date.

      The notes are not entitled to any sinking fund.

Repurchase at Option of the Holder

      Holders have the right to require us to repurchase the notes on June 15, 2013 and June 15, 2018. We will be required to repurchase any outstanding note for which a holder delivers a written repurchase notice to the paying agent. This notice must be delivered during the period beginning at any time on the opening of business on the date that is 20 business days prior to the repurchase date until the close of business on the 3rd business day prior to the repurchase date. If a repurchase notice is given and withdrawn during that period, we will not be obligated to repurchase the notes listed in such notice. Our repurchase obligation will be subject to certain additional conditions.

      The repurchase price payable for a note will be equal to 100% of the principal amount being repurchased plus accrued and unpaid interest and additional amounts, if any, on such notes to, but excluding, the repurchase date. We may, at our option, elect to pay the repurchase price in cash or in shares of our Class A common stock. For a discussion of the tax treatment of note holders receiving cash or shares of our Class A common stock, see “Certain United States Federal Income Tax Considerations.”

      If we elect to pay the repurchase price in shares of our Class A common stock, the number of shares to be delivered in exchange will be equal to the repurchase price divided by 97.5% of the average closing sale price

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of our Class A common stock for the twenty trading days ending on the third business day prior to the applicable repurchase date (appropriately adjusted to take into account the occurrence of certain events that would result in an adjustment of the conversion price with respect to our Class A common stock as described above). We will not, however, deliver fractional shares in repurchases using shares of our Class A common stock as consideration. A holder of a note otherwise entitled to a fractional share will receive cash equal to the applicable portion of the closing sale price of our Class A common stock on the trading day immediately preceding the conversion date. Because the market price of our Class A common stock will be determined prior to the applicable repurchase date, note holders bear the market risk that our Class A common stock will decline in value between the date the market price is calculated and the repurchase date.

      The repurchase notice must state:

•  if certificated notes have been issued, the note certificate number(s) (or, if a holder’s notes are not certificated, such holder’s repurchase notice must comply with applicable procedures of The Depository Trust Company (“DTC”);

•  the portion of the principal amount of notes to be repurchased, which must be an integral multiple of $1,000; and

•  that the notes are to be repurchased by us pursuant to the applicable provisions of the notes and the indenture.

      Holders may withdraw any written repurchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business of the repurchase date. The withdrawal notice must state:

•  the principal amount of the withdrawn notes;

•  if certificated notes have been issued, the certificate number(s) of the withdrawn notes (or, if a holder’s notes are not certificated, such holder’s withdrawal notice must comply with applicable procedures of DTC); and

•  the principal amount, if any, which remains subject to the repurchase notice.

      We must give notice of an upcoming repurchase date to all note holders not less than 30 business days prior to the repurchase date at their address shown in the register of the registrar. We will also give notice to beneficial owners as required by applicable law. This notice will state, among other things:

•  whether we will pay the repurchase price of the notes in cash or shares of our Class A common stock;

•  if we elect to pay the repurchase price in shares of our Class A common stock, the method by which we are required to calculate market price of the Class A common stock; and

•  the procedures that holders must follow to require us to repurchase their notes.

      Our right to repurchase notes with shares of our Class A common stock is subject to various conditions, including:

•  registration of the shares of our Class A common stock to be issued upon repurchase under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if required;

•  qualification or registration of the shares of our Class A common stock to be issued upon repurchase under applicable state securities laws, if necessary, or the availability of an exemption therefrom; and

•  listing of our Class A common stock on a United States national securities exchange or quotation on an inter-dealer quotation system of any registered United States national securities association.

      If these conditions are not satisfied by the repurchase date, we will pay the repurchase price of the notes to be repurchased in cash. We may not change the form of consideration to be paid for the notes once we have given the note holders the required notice, except as described in the preceding sentence.

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      Payment of the repurchase price for a note for which a repurchase notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the note, together with necessary endorsements, to the paying agent at its office in the Borough of Manhattan, The City of New York, or any other office of the paying agent, at any time after delivery of the repurchase notice. Payment of the repurchase price for the note will be made promptly following the later of the repurchase date and the time of book-entry transfer or delivery of the note. If the paying agent holds shares of our Class A common stock or money sufficient to pay the repurchase price of the note on the business day following the repurchase date, then, on and after the date:

•  the note will cease to be outstanding;

•  interest and additional amounts, if applicable, will cease to accrue; and

•  all other rights of the holder will terminate.

      This will be the case whether or not book-entry transfer of the note has been made or the note has been delivered to the paying agent, and all other rights of the note holder will terminate, other than the right to receive the repurchase price in either shares of our Class A common stock or cash upon book-entry transfer or delivery of the note.

      Our ability to repurchase notes with cash may be limited by the terms of our then-existing borrowing agreements. Even though we become obligated to repurchase any outstanding note on a repurchase date, we may not have sufficient funds to pay the repurchase price on that repurchase date. See “Risk Factors — We may not have the financial resources to repurchase the notes upon the occurrence of a ‘fundamental change’ or at the option of a holder.”

      We will comply with any applicable provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act that may be applicable in connection with any offer by us to repurchase the notes.

Redemption at Option of the Holder Upon a Fundamental Change

      If we undergo fundamental change (as defined below) at any time prior to the maturity of the notes, holders may require us to redeem their notes for cash, in whole or in part, on a repurchase date set by us that is 30 days after the date of our notice of such fundamental change. The notes will be redeemable in principal amounts of $1,000 or integral multiples thereof.

      We will redeem the notes at a price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.

      We will mail to all record holders a notice of a fundamental change within 10 days after it has occurred. We are also required to deliver to the trustee a copy of the fundamental change notice. The notice must describe the fundamental change, your right to elect repurchase of notes and the repurchase date. If a holder elects to have its notes redeemed, such holder must deliver to us or our designated agent, on or before the 30th day after the date of our fundamental change notice, a redemption notice and any notes to be redeemed, duly endorsed for transfer. We will promptly pay the redemption price for notes surrendered for redemption following the repurchase date, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple thereof.

      A “fundamental change” is defined in the indenture as any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise) in connection with which all or substantially all of our Class A common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration which is not all or substantially all common stock that:

•  is listed on, or immediately after the transaction or event will be listed on, a United States national securities exchange, or

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•  is approved, or immediately after the transaction or event will be approved, for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices.

      A fundamental change also occurs when any “person” or “group” (as such terms are used for purposes of Section 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than John W. Stanton, our Chairman and Chief Executive Officer, Theresa E. Gillespie, our Vice Chairman, and any person or group that includes or is an affiliate of either of them, is or becomes the “beneficial owner” (as that term is used in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of all shares of our capital stock that is entitled to vote generally in elections of directors.

      We will comply with any applicable provisions of Rule 13e-4 and any other applicable tender offer rules under the Exchange Act in the event of a fundamental change.

      The right to require us to repurchase notes as a result of a fundamental change could have the effect of delaying, deferring or preventing a change of control or other attempts to acquire control of us unless arrangements have been made to enable us to repurchase all the notes upon such fundamental change. Consequently, this right may render more difficult or discourage a merger, consolidation or tender offer (even if such transaction is supported by our board of directors or is favorable to the shareholders), the assumption of control by a holder of a large block of our shares or the removal of incumbent management. However, this fundamental change redemption feature is not the result of management’s knowledge of any specific effort to obtain control of us by means of a merger, tender offer or solicitation, or part of a plan by management to adopt a series of anti-takeover provisions.

      Except as described above with respect to a fundamental change, the indenture does not contain provisions that permit the holders of the notes to require us to repurchase or redeem the notes in the event of a takeover, recapitalization or similar restructuring. Subject to the limitation on mergers and consolidations described below, we, our management or our subsidiaries could in the future enter into certain transactions, including refinancings, certain recapitalizations, acquisitions, the sale of all or substantially all of our assets, liquidation or similar transactions, that would not constitute a fundamental change under the indenture, but that would increase the amount of our indebtedness outstanding at such time or substantially reduce or eliminate our assets.

      Even though we become obligated to repurchase any outstanding note on a repurchase date, we may not have sufficient funds to pay the repurchase price on that repurchase date. The terms of our Credit Facility and Senior Notes would currently prohibit us from repurchasing the notes under these circumstances. In addition, we may enter into debt agreements in the future which restrict or prohibit such repurchases or require us to pay such debt upon occurrence of a fundamental change. See “Risk Factors — We may not have the financial resources to repurchase the notes upon the occurrence of a ’fundamental change’ or at the option of a holder.”

Merger and Consolidation

      The indenture provides that we may not, in a single transaction or a series of related transactions, consolidate or merge with or into, or effect a share exchange with (whether or not we are the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our properties or assets in one or more related transactions to another corporation, person or entity unless either:

•  we are the continuing corporation or any successor or purchaser is a corporation, partnership, limited liability corporation or trust organized under the laws of the United States, any state thereof or the District of Columbia and the successor or purchaser expressly assumes our obligations on the notes under a supplemental indenture in a form reasonably satisfactory to the trustee;

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•  in all cases, immediately after giving effect to the transaction, no default or event of default, and no event that, after notice or lapse of time or both, would become an event of default, under the indenture relating to the notes will have occurred and be continuing; and

•  if a supplemental indenture is to be executed, we have delivered to the trustee an officers’ certificate and an opinion of counsel stating compliance with these provisions.

      For purposes of the foregoing, the transfer (by lease, assignment, sale, conveyance or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more of our subsidiaries, the capital stock of which constitutes all or substantially all of our properties and assets at such time, will be deemed to be the transfer of all or substantially all of our properties and assets.

      Upon any such consolidation, merger, share exchange, sale, assignment, conveyance, lease, transfer or other disposition in accordance with the foregoing, the successor person formed by such consolidation or share exchange or into which we are merged or to which such sale, assignment, conveyance, lease, transfer or other disposition is made will succeed to, and be substituted for, and may exercise our right and power, under the indenture with the same effect as if such successor had been named as us in the indenture, and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition) the predecessor corporation will be relieved of all further obligations and covenants under the indenture and the notes.

Events of Default and Acceleration

      An event of default is defined in the indenture as being:

      (i) default in payment of the principal of, or premium, if any, on the notes;

      (ii) default for 30 days in payment of any installment of interest on or additional amounts, if any, with respect to the notes;

      (iii) failure to comply with or observe in any material respect any other covenants or agreements in respect of the notes contained in the indenture or the notes for 60 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of the notes then outstanding;

      (iv) default in the payment of the redemption price, repurchase price or fundamental change redemption price (including any accrued and unpaid interest or additional amounts) due with respect to the notes on the date for such payment;

      (v) failure to provide timely notice of a fundamental change;

      (vi) default by us or any of our restricted subsidiaries under the terms of any instrument evidencing or securing indebtedness having an outstanding principal amount in excess of $5.0 million individually or in the aggregate, which default results in the acceleration of the payment of such indebtedness or constitutes the failure to pay the principal of such indebtedness at maturity; or

      (vii) certain events involving our or any of our restricted subsidiaries’ bankruptcy, insolvency or reorganization.

      If an event of default (other than an event of default specified in clause (vii) above with respect to us) occurs and is continuing, then and in every such case the trustee, by written notice to us, or the holders of not less than 25% in aggregate principal amount of the then outstanding notes, by written notice to us and the trustee, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and additional amounts, if any, on all the notes then outstanding to be due and payable. Upon such declaration, such principal amount, premium, if any, and accrued and unpaid interest and additional amounts, if any, will become immediately due and payable, notwithstanding anything contained in the indenture or the notes to the contrary. If any event of default specified in clause (vii) above occurs with respect to us, all unpaid principal of, premium, if any, and accrued and unpaid interest and additional amounts, if any, on the notes then outstanding will automatically become due and payable without any declaration or other act on the part of the trustee or any holder of notes.

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      Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to the provisions of the indenture relating to the duties of the trustee, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request, order or direction of any of the holders, unless such holders have offered to the trustee a security or an indemnity satisfactory to it against any cost, expense or liability. Subject to all provisions of the indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee. If a default or event of default occurs and is continuing and is known to the trustee, the indenture requires the trustee to mail a notice of default or event of default to each holder within 90 days of the occurrence of such default or event of default. However, the trustee may withhold from the holders notice of any continuing default or event of default (except a default or event of default in the payment of principal of, premium, if any, interest or additional amounts, if any, on the notes) if it determines in good faith that withholding notice is in their interest. The holders of a majority in aggregate principal amount of the notes then outstanding may, on behalf of the holders of all the notes, waive any past default or event of default under the indenture and its consequences, except default in the payment of principal of, premium, if any, or interest or additional amounts, if any, on the notes (other than the nonpayment of principal of, premium, if any, interest and additional amounts, if any, and interest on the notes that has become due solely by virtue of an acceleration that has been duly rescinded as provided above) or in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of all holders of notes. No such rescission will affect any subsequent default or event of default or impair any right consequent thereto.

      A holder of notes may pursue any remedy under the indenture only if:

•  the holder gives the trustee written notice of a continuing event of default on the notes;

•  the holders of at least 25% in principal amount of the outstanding notes make a written request to the trustee to pursue the remedy;

•  the holder offers to the trustee indemnity reasonably satisfactory to the trustee;

•  the trustee fails to act for a period of 60 days after the receipt of notice and offer of indemnity; and

•  during that 60-day period, the holders of a majority in principal amount of the notes do not give the trustee a direction inconsistent with the request.

      This provision, does not, however, affect the right of a holder of notes to sue for enforcement of the payment of the principal of, premium, if any, or interest or additional amounts, if any, on the holder’s note on or after the respective due dates expressed in its note or the holder’s right to convert its note in accordance with the indenture.

      Book-Entry; Delivery and Form; Global Note

      The notes are represented by a single, permanent global note in definitive, fully-registered form without interest coupons. The global note has been deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC. Investors hold their interests in the global note either directly through DTC if they are DTC participants or indirectly through organizations that are DTC participants.

      DTC has advised us as follows: DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC (which we refer to as “participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers (which may include the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its participants and by the New York Stock Exchange,

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Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to DTC’s book-entry system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

      DTC credits, on its book-entry registration and transfer system, the respective principal amount of the individual beneficial interests represented by the global note to the accounts of participants. Ownership of beneficial interests in the global note is limited to participants or persons that may hold interests indirectly through participants. Ownership of beneficial interests in the global note are shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in the global note other than participants).

      So long as DTC or its nominee is the registered holder and owner of the global note, DTC or such nominee, as the case may be, will be considered the sole legal owner of the notes represented by the global note for all purposes under the indenture and the notes. Except as set forth below, owners of beneficial interests in the global note will not be entitled to receive notes in definitive form and will not be considered to be the owners or holders of any notes under the global note. We understand that under existing industry practice, in the event an owner of a beneficial interest in the global note desires to take any actions that DTC, as the holder of the global note, is entitled to take, DTC would authorize the participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. No beneficial owner of an interest in the global note will be able to transfer the interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the indenture.

      Payments of the principal of, premium, if any, and interest and additional amounts, if any, on the notes represented by the global note registered in the name of and held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global note.

      We expect that DTC or its nominee, upon receipt of any payment of principal, premium, if any, or interest or additional amounts, if any, in respect of the global note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global note held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for accounts of customers registered in the names of nominees for such customers. Such payments, however, will be the responsibility of such participants and indirect participants, and neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of beneficial interests in the global note.

      Unless and until it is exchanged in whole or in part for notes in definitive form, the global note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC.

      Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

      We expect that DTC will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the global note is credited and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the notes, DTC will exchange the global note for notes in definitive form, which it will distribute to its participants. These notes in definitive form will be subject to certain restrictions on registration of transfers described under “Notice to Investors” and will bear the legend set forth thereunder.

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      If DTC is at any time unwilling or unable to continue as a depositary for the global note, or if DTC ceases to be a clearing agency registered under the Exchange Act, and a successor depositary is not appointed by us within 90 days or we decide to discontinue use of the system of book-entry transfer through DTC (or any successor depositary), we will issue notes in fully registered, definitive form in exchange for the global note. Such notes in definitive form will be subject to certain restrictions on registration of transfers described under “Notice to Investors” and will bear the legend set forth thereunder.

Registration Rights

      On June 11, 2003, we entered into a registration rights agreement with the initial purchasers of the notes pursuant to which we are required to keep a shelf registration statement continuously effective under the Securities Act until the earliest of:

•  June 17, 2005;

•  the date as of which all the notes or shares of Class A common stock issuable upon their conversion have been sold under Rule 144 under the Securities Act (or any similar provision);

•  the date as of which all the notes or shares of Class A common stock issuable upon their conversion have been sold pursuant to the shelf registration statement; and

•  the date on which the notes or shares of Class A common stock issuable upon their conversion may be sold by non-affiliates of us pursuant to paragraph (k) of Rule 144 under the Securities Act (or any successor provision).

      We are permitted to suspend the use of the prospectus under certain circumstances relating to corporate developments, public filings with the Securities and Exchange Commission and similar events for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period. We agreed to pay predetermined additional amounts as described herein (“additional amounts”) to holders of the notes and holders of shares of Class A common stock issuable upon conversion of the notes if the prospectus is unavailable for periods in excess of those permitted above.

      Such additional amounts will accrue until such unavailability is cured in respect of any notes at a rate equal to:

•  0.25 percent (or 25 basis points) per annum per $1,000 principal amount of notes or $0.03864 per annum per share of our Class A common stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) for the first 90 days during which a registration default has occurred and is continuing; and

•  0.50 percent (or 50 basis points) per annum per $1,000 principal amount of notes or $0.07728 per annum per share of our Class A common stock (subject to adjustment as set forth above) for any additional days during which such registration default has occurred and is continuing.

      So long as the unavailability continues, we will pay additional amounts in cash on June 15 and December 15 of each year to the holders of record of the notes or shares of Class A common stock on the immediately preceding June 1 and December 1. When such registration default is cured, accrued and unpaid additional amounts will be paid in cash to the record holder on the immediately following June 1 or December 1.

Amendment, Supplement and Waiver

      Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding notes (including consents obtained in connection with a tender offer or exchange offer for notes).

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      Without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

•  reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

•  reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption or repurchase of the notes in a manner adverse to the holders;

•  reduce the applicable redemption price, repurchase price or fundamental change redemption price due with respect to any note;

•  reduce the rate of or change the time for payment of interest on any notes;

•  waive a default or event of default in the payment of principal of or premium, if any, interest or additional amounts, if any, 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);

•  make any note payable in money or securities other than that stated in the indenture and the notes;

•  make any change in the provisions of the indenture relating to the rights of holders of notes to receive payments of principal of, premium, if any, interest or additional amounts, if any, on the notes;

•  waive a fundamental change with respect to any note;

•  except as permitted by the indenture, increase the conversion price or modify the provisions of the indenture relating to conversion of the notes in a manner adverse to the holders; or

•  make any change to the abilities of holders of notes to enforce their rights under the indenture or the foregoing provisions or this provision.

      Notwithstanding the foregoing, without the consent of any holder of notes, we and the trustee may amend or supplement the indenture or the notes to:

•  cure any ambiguity, defect or inconsistency or make any other changes in the provisions of the indenture which we and the trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the rights of holders of the notes;

•  provide for uncertificated notes in addition to or in place of certificated notes;

•  provide for the assumption of our obligations to holders of notes in the circumstances required under the indenture as described under “— Merger and Consolidation”;

•  provide for conversion rights of holders of notes in certain events such as our consolidation or merger or the sale of all or substantially all of our assets;

•  reduce the conversion price;

•  evidence and provide for the acceptance of the appointment under the indenture of a successor trustee;

•  in exchange for holders agreeing to waive their right to require us to purchase all or a portion of their notes on a specified date, to add additional dates on which holders may require us to purchase all or a portion of their notes and to pay such holders additional cash payments in connection therewith;

•  make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder; or

•  comply with requirements of the Securities and Exchange Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939.

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Satisfaction and Discharge

      We may satisfy and discharge our obligations under the indenture by delivering to the trustee for cancellation all outstanding notes or by depositing with the trustee, the paying agent or the conversion agent, if applicable, after the notes have become due and payable, whether at stated maturity or any redemption date, repurchase date or fundamental change purchase date or otherwise, cash or shares of Class A common stock (as applicable under the terms of the indenture) sufficient to pay all of the outstanding notes and paying all other sums payable under the indenture.

Governing Law

      The indenture provides that the notes are governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles thereof.

Form, Exchange, Registration and Transfer

      We issued the notes in registered form, without interest coupons. Notes may be presented for conversion at the office of the conversion agent and for replacement, exchange or registration of transfer at the office of the registrar. No service charge will be made for any registration of transfer or exchange of notes. However, we may require the holder to pay any tax, assessment or other governmental charge payable as a result of such transfer or exchange.

      The trustee will initially act as paying agent, conversion agent and registrar. We may change the paying agent, conversion agent or registrar without prior notice to the holders of the notes, and we or any of our subsidiaries may act as paying agent, conversion agent or registrar. We are required to maintain an office or agency for transfer and exchanges in each place of payment. We may at any time designate additional registrars for the notes.

      The registered holder of a note will be treated as the owner of it for all purposes. See “— Book-Entry; Delivery and Form; Global Note.”

Reports

      Whether or not required by the rules and regulations of the Securities and Exchange Commission, so long as any notes are outstanding, we will file with the Securities and Exchange Commission and furnish to the trustee and the holders of notes all quarterly and annual financial information (without exhibits) required to be contained in a filing on Forms 10-Q and 10-K, respectively, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual consolidated financial statements only, a report thereon by our independent auditors. We are not required to file any report or other information with the Securities and Exchange Commission if it does not permit such filing.

The Trustee

      The Bank of New York is the trustee, registrar, paying agent, conversion agent and calculation agent under the indenture for the notes.

      The indenture provides that, except during the continuance of an event of default, the trustee will perform only such duties as are specifically set forth in the indenture. In case an event of default shall occur (and shall not be cured) and holders of the notes have notified the trustee, the trustee will be required to exercise its powers with the degree of care and skill of a prudent person in the conduct of such person’s own affairs. Subject to such provisions, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of notes, unless they shall have offered to the trustee security and indemnity satisfactory to it.

      The indenture contains certain limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions, provided, however, that

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if it acquires any conflicting interest, it must eliminate such conflict or resign. The Bank of New York is currently serving as the trustee under other indentures governing our debt issuances. Pursuant to the Trust Indenture Act of 1939, should a default occur with respect to the notes, the trustee would be required to eliminate any conflicting interest as defined in the Trust Indenture Act or resign as trustee with respect to the notes within 90 days of such default unless such default were cured, duly waived or otherwise eliminated.

No Recourse Against Others

      None of our directors, officers, employees, shareholders or affiliates, as such, shall have any liability or any obligations under the notes or the indenture or for any claim based on, in respect of or by reason of such obligations or the creation of such obligations. Each holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for the notes.

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DESCRIPTION OF CAPITAL STOCK

      Our authorized capital stock consists of 300,000,000 shares of Class A common stock and Class B common stock, no par value, and 50,000,000 shares of preferred stock, no par value. As of June 30, 2003, there were 72,496,211 shares of Class A common stock issued and outstanding held by 194 holders of record, 6,792,721 shares of Class B common stock issued and outstanding held by 44 holders of record and no shares of preferred stock outstanding.

Terms of the Common Stock

      Other than with respect to voting rights, the Class A and Class B common stock have identical rights. The Class A common stock has one vote per share and the Class B common stock has ten votes per share. Shares of Class B common stock generally convert automatically into shares of Class A common stock on a share-for-share basis immediately upon any transfer of the Class B common stock other than a transfer from an original holder of Class B common stock to certain affiliates of such holder.

      Holders of our classes of common stock have no cumulative voting rights and no preemptive, subscription or sinking fund rights. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our classes of common stock will be entitled to receive ratably such dividends as may be declared by the board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of our classes of common stock will be entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference to any then outstanding preferred stock.

      Our articles of incorporation permit the redemption of our classes of common stock from shareholders where necessary to protect our regulatory licenses.

Certain Provisions of Our Articles of Incorporation and Bylaws Affecting Shareholders

Special Meetings Of Shareholders; Shareholder Action By Written Consent

      Our bylaws provide that any action required or permitted to be taken by our shareholders may be effected at a duly called annual or special meeting of shareholders or by unanimous consent in writing. Additionally, our articles of incorporation and bylaws provide that special meetings of shareholders may be called only by a majority of the board of directors or an authorized committee thereof.

Advance Notice Requirements For Shareholder Proposals And Director Nominations

      Our bylaws provide that shareholders seeking to bring business before or to nominate directors at any meeting of shareholders must provide timely notice thereof in writing. To be timely, a shareholder’s notice must be delivered to, or mailed and received at, our principal executive offices not less than (i) with respect to an annual meeting, 120 calendar days in advance of the one-year anniversary of the date that our proxy statement was released to shareholders in connection with the previous year’s annual meeting, except that if no annual meeting was held in the previous year or if the date of the annual meeting has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, we must receive such notice a reasonable time before our proxy statement is to be released and (ii) with respect to a special meeting of shareholders, a reasonable time before our proxy statement is to be released. Our bylaws also specify certain requirements for a shareholder’s notice to be in proper written form. These provisions may preclude some shareholders from bringing matters before the shareholders or from making nominations for directors.

Director And Officer Indemnification

      The Washington Business Corporation Act provides that a Washington corporation may include provisions in its articles of incorporation relieving each of its directors of monetary liability arising out of his or her conduct as a director for breach of his or her fiduciary duty except liability for (i) acts or omissions of a director that involve intentional misconduct or a knowing violation of law, (ii) conduct in violation of Section 23B.08.310 of the Washington Business Corporation Act (which section relates to unlawful

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distributions) or (iii) any transaction from which a director personally received a benefit in money, property or services to which the director was not legally entitled. Our articles of incorporation include such provisions. Our articles of incorporation and bylaws provide that we shall, to the fullest extent permitted by the Washington Business Corporation Act, as amended from time to time, indemnify and advance expenses to each of our currently acting and former directors and officers, and may so indemnify and advance expenses to each of our current and former employees and agents, subject to certain exceptions in the bylaws. We believe the foregoing provisions are necessary to attract and retain qualified persons as directors and officers. We have entered into separate indemnification agreements with certain of our directors and executive officers in order to effectuate such provisions.

Provisions Affecting Acquisitions And Business Combinations

      Section 23B.19 of the Washington Business Corporation Act, prohibits a “target corporation,” with certain exceptions, from engaging in certain “significant business transactions” (such as a merger or sale of assets) with an “acquiring person” who acquires more than 10% of the voting securities of the target corporation for a period of five years after such acquisition, unless the transaction or such acquisition of shares is approved by a majority of the members of the target corporation’s board of directors prior to the date the “acquiring person” becomes an “acquiring person” for purposes of Section 23B.19. Our articles of incorporation provide that we will be subject to such prohibitions and shall remain subject to such prohibitions even if they are ever repealed. Because each of our shareholders who beneficially own 10% or more of our outstanding voting securities as of the date of this prospectus acquired their shares prior to our initial public offering, none of them will be deemed to be an “acquiring person” for the purposes of these prohibitions.

Transfer Agent And Registrar

      Our transfer agent and registrar for our Class A common stock is Mellon Investor Services LLC, New York, New York.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

      The following summary discusses the material United States federal income tax considerations relating to the purchase, ownership, and disposition of the notes and shares of common stock into which the notes may be converted. The summary deals only with notes and shares of common stock held as capital assets. Additionally, the summary does not deal with special situations. For example, the summary does not address:

•  tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, financial institutions, tax-exempt entities, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, or insurance companies;

•  tax consequences to persons holding notes or shares of common stock as part of a hedging, integrated, constructive sale, or conversation transaction or a straddle;

•  tax consequences to United States Holders (as defined below) of notes or shares of common stock whose “functional currency” is not the United States dollar;

•  alternative minimum tax consequences, if any; or

•  any state, local, or foreign tax consequences.

      The summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings, and judicial decisions as of the date hereof. Any of these authorities may be changed, possibly retroactively, so as to result in United States federal income tax consequences different from those discussed below.

      If a partnership holds our notes or shares of common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes or shares of common stock, you should consult your tax advisor.

      This summary is for general information only and is not tax advice. There can be no assurance that the Internal Revenue Service (“IRS”) will agree with the statements and conclusions in the summary. Accordingly, if you are considering the purchase of notes or shares of common stock underlying the notes, you should consult your own tax advisors concerning the United States federal income and estate tax consequences to you and any consequences arising under the laws of any state, local, foreign, or other taxing jurisdiction.

Characterization of the Notes

      We intend to treat the notes as indebtedness for United States federal income tax purposes. Such characterization is binding on us, but not on the IRS or any court, and it also is binding on each holder except in circumstances where the holder makes adequate disclosure on its United States federal income tax return in support of a different position claimed on such return.

Considerations for United States Holders

      The following is a summary of United States federal income tax considerations if you are a United States Holder of notes or shares of common stock into which the notes may be converted. Certain considerations for “Non-United States Holders” of notes or shares of common stock are described under “Considerations for Non-United States Holders” below. “United States Holder” means a beneficial owner of a note or shares of common stock that is for United States federal income tax purposes:

•  a citizen or resident of the United States;

•  a corporation or partnership created or organized under the laws of the United States or any political subdivision of the United States;

•  an estate the income of which is subject to United States federal income taxation regardless of its source; or

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•  a trust if (1) it is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

Interest Payments on the Notes

      Interest paid on the notes will generally be taxable to a United States Holder as ordinary interest income when received or accrued, in accordance with the holder’s method of tax accounting. As more fully described under “Description of Notes — Registration Rights,” we will be obligated to pay additional amounts on the notes in specified circumstances related to a failure to file an effective registration statement for the notes. We intend to take the position that a United States Holder should be required to report any payment of such additional amounts as ordinary income at the time it accrues or is received, in accordance with the holder’s method of tax accounting. It is possible, however, that the IRS may take a different position, in which case the timing, character, and amount of income to you with respect to the notes may be materially different.

Market Discount

      If you purchase a note at a price that is lower than the note’s remaining redemption amount, by 0.25% or more of the remaining redemption amount multiplied by the number of remaining whole years to maturity, the note will be considered to bear “market discount” in your hands. In this case, any gain that you realize on the disposition of the note generally will be treated as ordinary interest income to the extent of the market discount that accrued on the note during your holding period. In addition, you may be required to defer the deduction of a portion of the interest paid on any indebtedness that you incurred or continued to purchase or carry the note. In general, market discount will be treated as accruing ratably over the term of the note, or, at your election, under a constant yield method.

      You may elect to include market discount in gross income currently as it accrues (on either a ratable or constant yield basis), in lieu of treating a portion of any gain realized on a sale of the note as ordinary income. If you elect to include market discount on a current basis, the interest deduction deferral rule described above will not apply. If you do make such an election, it will apply to all market discount debt instruments that you acquire on or after the first day of the first taxable year to which the election applies. The election may not be revoked without the consent of the IRS.

Premium

      If you purchase a note at a cost greater than the note’s remaining redemption amount (that is, the total of all future payments to be made on the note other than payments of stated interest), you will be considered to have purchased the note at a premium, and you may elect to amortize the premium as an offset to interest income, using a constant yield method, over the remaining term of the note. Amortizable premium will not include any premium attributable to a note’s conversion feature. The premium attributable to the conversion feature generally is the excess, if any, of the note’s purchase price over what the note’s fair market value would be if there were not a conversion feature. If you make this election, it generally will apply to all debt instruments that you hold at the time of the election, as well as any debt instruments that you subsequently acquire. In addition, you may not revoke the election without the consent of the IRS. If you elect to amortize the premium, you will be required to reduce your tax basis in the note by the amount of the premium amortized during your holding period. If you do not elect to amortize premium, the amount of premium will be included in your tax basis in the note. Therefore, if you do not elect to amortize premium and you hold the note to maturity, you generally will be required to treat the premium as capital loss when the note matures.

Exchange of Notes into Common Stock or Cash

      You will generally not recognize gain or loss on the exchange of your notes into common stock upon conversion or repurchase, except to the extent of (i) any cash or common stock received that is attributable to accrued interest not previously included in income, which will be treated as ordinary interest income, and

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(ii) any cash received in lieu of a fractional share. If you receive solely cash in exchange for your notes upon conversion or repurchase, your gain or loss will be determined in the same manner as if you disposed of the note in a taxable disposition, as described below under “— Sale, Exchange, Redemption, or Other Taxable Disposition of Notes or Common Stock.” The amount of gain or loss recognized on the receipt of cash in lieu of a fractional share will be equal to the difference between the amount of cash you receive in respect of the fractional share and the portion of your adjusted tax basis in the note that is allocable to the fractional share.

      The tax basis of the shares of common stock received upon a conversion or repurchase will generally equal the tax basis of the note that was converted or repurchased (excluding the portion of the tax basis that is allocable to any fractional share). Your holding period for the shares of common stock generally will include the period during which you held the notes. The tax basis of any common stock that is attributable to accrued interest not previously included in income will generally the amount of such accrued interest, and the holding period for such stock will generally begin on the day after the conversion or repurchase.

Dividends on Common Stock

      Distributions, if any, on common stock will constitute dividends for United States federal income tax purposes to the extent of our current or accumulated earnings and profits as determined under United States federal income tax principles. To the extent that a United States Holder receives a distribution on common stock that exceeds our current and accumulated earnings and profits, the distribution will be treated first as a non-taxable return of capital reducing the holder’s tax basis in the common stock. Any distribution in excess of the United States Holder’s tax basis in the common stock will be treated as capital gain. Dividends paid to an individual United States Holder before 2009 that constitute qualified dividend income will be taxable at preferential rates.

Constructive Dividends

      The conversion ratio of the notes will be adjusted in certain circumstances. Under section 305(c) of the Code, adjustments (or failures to make adjustments) that have the effect of increasing your proportionate interest in our assets or earnings may in some circumstances result in a deemed distribution to you. Any deemed distributions will be taxable as a dividend, return of capital, or capital gain in accordance with the earnings and profits rules discussed above under “— Dividends on Common Stock.”

Sale, Exchange, Redemption, or Other Taxable Disposition of Notes or Common Stock

      Except as provided above under “— Exchange of Notes into Common Stock or Cash,” a United States Holder of notes will generally recognize gain or loss upon the sale, exchange, redemption, or other taxable disposition of the notes measured by the difference between (x) the amount of cash and the fair market value of any property received, except to the extent attributable to accrued interest that has not yet been included in income (which will be treated as ordinary interest income), and (y) the United States Holder’s tax basis in the notes. Initially, a United States Holder’s tax basis in notes generally will be the cost of the notes to the holder. The holder’s basis will increase by any amounts required to be included in income by the holder under the market discount rules and will decrease by the amount of any amortized premium.

      In general, each United States Holder of common stock into which the notes have been converted will recognize gain or loss upon the sale, exchange, redemption, or other taxable disposition of the common stock under rules similar to those applicable to the notes. Special rules may apply to redemptions of the common stock, however, which may result in an amount paid being treated in whole or in part as a dividend.

      Gain or loss on the disposition of the notes or shares of common stock will be capital gain or loss and will be long-term capital gain or loss if the holding period of the notes or the common stock disposed of exceeded one year. Net long-term capital gain realized by individuals and other United States Holders is generally taxable at a maximum rate of 15%. The deductibility of net capital losses by individuals and corporations is subject to limitations.

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Considerations for Non-United States Holders

      The following is a summary of United States federal income tax considerations if you are a non-United States holder of notes or shares of common stock. The term “Non-United States Holder” means a beneficial owner of a note or share of common stock that is not a United States Holder. Special rules may apply to certain Non-United States Holders such as “controlled foreign corporations,” “passive foreign investment companies,” and “foreign personal holding companies.” Such entities should consult their own tax advisors to determine the United States federal, state, local, and other tax consequences that may be relevant to them.

Interest Payments on the Notes

      Under the “portfolio interest” rule, the 30% United States federal withholding tax will not apply to any payment to you of principal or interest on a note, provided that:

•  You do not own, actually or constructively, 10% or more of the total combined voting power of all of our classes of stock that are entitled to vote within the meaning of section 871(h)(3) of the Code;

•  You are not a controlled foreign corporation that is related to us, actually or constructively, through stock ownership;

•  You are not a bank whose receipt of interest on a note is described in section 881(c)(3)(A) of the Code; and

•  (a) you provide your name and address, and certify under penalties of perjury, that you are not a United States person, which certification may be made on IRS Form W-8BEN (or successor form), or (b) you hold your notes through certain foreign intermediaries or certain foreign partnerships, and you satisfy the certification requirements of the applicable Treasury regulations. Special rules apply to Non-United States Holders that are pass-through entities rather than corporations or individuals.

      If you cannot satisfy the requirements summarized above, payments of interest will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed (x) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding under an applicable income tax treaty or (y) IRS Form W-8ECI (or successor form) stating that interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

      If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, you will generally be subject to United States federal income tax on that interest on a net income basis, although exempt from the 30% withholding tax described above, generally in the same manner as if you were a United States person as defined under the Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30%, or lower applicable income tax treaty rate, of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States.

Dividends on Common Stock

      Any dividends paid to you with respect to the shares of common stock, and any deemed dividends resulting from certain adjustments, or failure to make adjustments, to the number of shares of common stock to be issued on conversion (see “— Considerations for United States Holders — Constructive Dividends”), will be subject to United States federal withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business within the United States or, where an applicable tax treaty so provides, are attributable to a United States permanent establishment, generally are not subject to the withholding tax, but instead are subject to United States federal income tax on a net income basis at applicable graduated individual or corporate rates. Certain certification and disclosure requirements must be complied with for effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporation may,

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under certain circumstances, be subject to an additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

      A Non-United States Holder of shares of common stock that wishes to claim the benefit of an applicable treaty rate is required to satisfy applicable certification and other requirements. If you are eligible for a reduced rate of United States withholding tax under an income tax treaty, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

Sale, Exchange, Redemption, or Other Taxable Disposition of Notes or Common Stock

      Any gain realized upon the sale, exchange, redemption, or other taxable disposition of a note (other than any amount attributable to accrued interest not previously included in income) or share of common stock generally will not be subject to United States federal income tax unless (a) that gain is effectively connected with your conduct of a trade or business in the United States, (b) you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met, or (c) we are or have been a “United States real property holding corporation” for United States federal income tax purposes.

      An individual Non-United States Holder described in clause (a) above will be subject to United States federal income tax on the net gain derived from sale. An individual Non-United States Holder described in clause (b) above will be subject to a flat 30% United States federal income tax on the gain derived from the sale, which may be offset by United States–source capital loses, even though the Non-United States Holder is not considered a resident of the United States. A Non-United States Holder that is a foreign corporation and is described in clause (a) above will be subject to tax on gain at regular graduated United States federal income tax rates, and, in addition, may be subject to a branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

      We believe that we are not, and we do not anticipate becoming, a “United States real property holding corporation” for United States federal income tax purposes.

United States Federal Estate Tax

      Your estate will not be subject to United States federal estate tax on notes beneficially owned by you at the time of your death, provided that any payment to you is eligible for exemption from the 30% United States federal withholding tax under the “portfolio interest” rule described above under “— Considerations for Non–United States Holders — Interest Payments on the Notes” without regard to the statement requirement described in the last bullet point and, at the time of your death, payments with respect to the notes would not be effectively connected with your conduct of a trade or business in the United States. Shares of common stock held by you at the time of your death will be included in your gross estate for United States federal estate tax purposes unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

      Generally, we must report to the IRS and to you in information returns the amount of interest and dividends paid to you and the amount of tax, if any, withheld from those payments. Under the provisions of an applicable income tax treaty, copies of those information returns may be made available to the tax authorities of the country where you reside.

      In general, you will not be subject to backup withholding with respect to payments that we make to you provided that (a) we do not have actual knowledge or reason to know that you are a United States person, as defined under the Code, that is not an exempt recipient, and (b) you have provided the statement described above in the last bullet point under “— Considerations for Non-United States Holders — Interest Payments on the Notes.” If you are a United States person, you generally will not be subject to backup withholding if you provide us with a taxpayer identification number and other information, certified under penalties of perjury, or otherwise establish, in the manner prescribed by law, an exemption from backup withholding.

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      Information reporting and, depending on the circumstances, backup withholding at a rate of 28% (subject to future adjustment under applicable law) will apply with respect to the proceeds of the sale or other disposition of a note or common stock within the United States or conducted through certain United States-related financial intermediaries, unless (a) the payor of the proceeds receives the statement described above and does not have actual knowledge or reason to know that you are a United States person, as defined under the Code, that is not an exempt recipient; (b) you provide the payor with a taxpayer identification number and other information, certified under penalties of perjury, or (c) you otherwise establish, in the manner prescribed by law, an exemption from backup withholding.

      Backup withholding is not an additional income tax. Any amounts withheld from a payment to a holder under the backup withholding rules will be allowed as a credit against the holder’s United States federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the IRS.

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PLAN OF DISTRIBUTION

      The notes and the underlying shares of common stock are being registered to permit public secondary trading of these securities by holders thereof from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of the notes or the underlying shares of Class A common stock offered by this prospectus. The notes and the underlying shares of Class A common stock may be sold from time to time to purchasers:

•  directly by the security holders; or

•  through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling security holders or the purchasers of the notes or the underlying shares of Class A common stock.

      Unless otherwise permitted by law, if the notes or the underlying shares of Class A common stock are to be sold by pledgees, donees or transferees of, or other successors in interest to, the selling security holders, then we must distribute a prospectus supplement under Rule 424(b)(3) and/or an amendment to the registration statement of which this prospectus is a part or other applicable provision of the Securities Act amending the list of selling security holders to include the pledgees, transferees or other successors in interest as selling security holders under this prospectus.

      The selling security holders and any underwriters, broker-dealers or agents who participate in the distribution of the notes and the underlying shares of Class A common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. As a result, any profits on the sale of the underlying shares of Class A common stock by selling security holders and any discounts, commissions or concessions received by any such underwriters, broker–dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. If the selling security holders were deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, the selling security holders may be subject to statutory liabilities including, but not limited to, those of Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

      If the notes and the underlying shares of Class A common stock are sold through underwriters, broker-dealers or agents, the selling security holders will be responsible for any applicable discounts or commissions.

      The notes and the underlying shares of Class A common stock may be sold in one or more transactions at:

•  fixed prices;

•  prevailing market prices at the time of sale;

•  varying prices determined at the time of sale; or

•  negotiated prices.

      These sales may be effected in transactions:

•  on any national securities exchange or quotation service on which the notes and the underlying shares of Class A common stock may be listed or quoted at the time of the sale, including the Nasdaq National Market in the case of the shares of Class A common stock;

•  in the over-the-counter market;

•  in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

•  through the writing of options.

      These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the transaction.

      In connection with the sales of the notes and the underlying shares of Class A common stock or otherwise, the selling security holders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the notes and the underlying shares of Class A common stock in

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the course of hedging their positions. The selling security holders may also sell the notes and the underlying shares of Class A common stock short and deliver notes and the underlying shares of Class A common stock to close out short positions, or loan or pledge notes and the underlying shares of Class A common stock to broker-dealers that, in turn, may sell the notes and the underlying shares of Class A common stock.

      To our knowledge, there are currently no plans, arrangements or understandings between any selling security holders and any underwriter, broker-dealer or agent regarding the sale of the notes and the underlying shares of Class A common stock by the selling security holders. Selling security holders may decide not to sell all or a portion of the notes and the underlying shares of Class A common stock offered by them pursuant to this prospectus or may decide not to sell notes or the underlying shares of Class A common stock under this prospectus. In addition, any selling security holder may transfer, devise or give the notes and the underlying shares of Class A common stock by other means not described in this prospectus. Any notes or the underlying shares of Class A common stock covered by this prospectus that qualify for sale pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act may be sold under Rule 144, Rule 144A or Regulation S under the Securities Act rather than pursuant to this prospectus.

      Our Class A common stock is listed on the Nasdaq National Market under the symbol “WWCA.” We do not intend to apply for listing of the notes on any securities exchange or for quotation through Nasdaq.

      In order to comply with the securities laws of some states, if applicable, the notes and the underlying shares of Class A common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers.

      The selling security holders and any other persons participating in the distribution of the notes or the underlying shares of Class A common stock will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of bids and purchases of any of the notes and the underlying shares of Class A common stock by the selling security holders and any such other person. In addition, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the notes and the underlying shares of Class A common stock to engage in market–making activities with respect to the particular notes and the underlying shares of Class A common stock being distributed for a period of up to five business days prior to the commencement of such distribution. This may affect the marketability of the notes and the underlying shares of Class A common stock and the ability to engage in market–making activities with respect to the notes and the underlying shares of Class A common stock.

      Under the registration rights agreement, we and the selling security holders have agreed to indemnify each other against certain liabilities, including certain liabilities under the Securities Act, and will be entitled to contribution in connection with these liabilities.

      We have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the notes and the underlying shares of Class A common stock to the public other than commissions, fees and discounts of underwriters, brokers, dealers and agents.

LEGAL MATTERS

      Legal matters with respect to the validity of the securities being offered hereby will be passed upon for us by Friedman Kaplan Seiler & Adelman LLP, New York, New York and Preston Gates & Ellis LLP, Seattle, Washington. Friedman Kaplan Seiler & Adelman LLP will rely on Preston Gates & Ellis LLP with respect to matters of Washington law. Certain members of Friedman Kaplan Seiler & Adelman LLP own shares of our Class A and Class B common stock. Attorneys who are partners or employed by Preston Gates & Ellis LLP who have provided advice with respect to this matter own shares of our Class A common stock. Certain other legal matters will be passed upon for us by our special tax counsel, Jones Day, Washington, D.C.

47

EXPERTS

      The consolidated financial statements as of December 31, 2002 and 2001 and for the years then ended incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2002 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

      Our consolidated financial statements as of December 31, 2000 and for the year then ended incorporated by reference into this prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and have been so incorporated in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. We have not been able to obtain, after reasonable efforts, the written consent of Arthur Andersen LLP to our naming it in the registration statement of which this prospectus forms a part as having certified our consolidated financial statements for the year ended December 31, 2000 as required by Section 7 of the Securities Act, and we have dispensed with the requirement to file its consent in reliance on Rule 437a promulgated under the Securities Act. As a result, your ability to assert claims against Arthur Andersen LLP may be limited. Since we have not been able to obtain the written consent of Arthur Andersen LLP, you will not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statement of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein.

WHERE YOU CAN FIND MORE INFORMATION

      We file reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy this information at the Public Reference Room maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Our filings are also available on the Securities and Exchange Commission’s website on the Internet at http://www.sec.gov.

      This prospectus constitutes part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission under the Securities Act. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus omits some of the information, exhibits and undertakings included in the registration statement. You may read and copy the information omitted from this prospectus but contained in the registration statement, as well as the periodic reports and other information we file with the Securities and Exchange Commission, at the public reference facilities maintained by the Securities and Exchange Commission in Washington, DC.

      Statements contained in this prospectus, in any prospectus supplement or in any document incorporated by reference herein as to the contents of any contract or other document referred to herein are not necessarily complete, and in each instance reference is made to the copy of the contract or other document filed as an exhibit to, or incorporated by reference in, the registration statement, each statement being qualified in all respects by such reference.

      We have elected to “incorporate by reference” certain information into this prospectus. By incorporating by reference, we can disclose important information to you by referring you to another document we have filed with the Securities and Exchange Commission. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus, any applicable supplement to this prospectus or any document we subsequently file with the Securities and Exchange Commission that is incorporated by reference into this prospectus. Likewise, any statement in this prospectus or any document which is incorporated by reference herein will be deemed to have been modified or superseded to the extent that any statement contained in any applicable supplement to this prospectus or any document that we subsequently file with the Securities and Exchange Commission that is incorporated by reference herein modifies or supersedes that statement. We incorporate by

48

reference the following documents that we have previously filed with the Securities and Exchange Commission, File No. 000-28160 (other than information in such documents that is deemed not to be filed):

•  Annual Report on Form 10-K for the year ended December 31, 2002;

•  Quarterly Report on Form 10-Q for the quarters ended March 31, 2003 (as amended on Form 10-Q/A filed on September 11, 2003) and June 30, 2003 (as amended on Form 10-Q/A filed on September 11, 2003);

•  Current Reports on Form 8-K filed February 14, 2003, March 28, 2003, April 14, 2003, May 1, 2003 (as amended on May 2, 2003), June 4, 2003, June 6, 2003, June 16, 2003, June 25, 2003, July 8, 2003, July 9, 2003 (2 Reports), July 11, 2003, August 4, 2003 (as amended on August 7, 2003), and September 11, 2003 (2 Reports) (except, in each case, information furnished pursuant to Item 9 of Form 8-K and any related exhibits); and

•  Description of our capital stock set forth in our Form 8-A dated April 8, 1996.

      We also are incorporating by reference all future reports that we file with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the completion of the offering of the securities made hereby (other than information in such documents that is deemed not to be filed).

      We will provide without charge to each person to whom a copy of this prospectus has been delivered, on the written or oral request of that person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference into this prospectus other than exhibits to those documents, unless the exhibits are also specifically incorporated by reference herein. Requests for copies should be directed to Western Wireless Corporation, 3650 131st Avenue S.E., Bellevue, Washington 98006, Attention: Investor Relations, (425) 586-8700.

49

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.      Other Expenses of Issuance and Distribution

      The following table sets forth the costs and expenses payable by the registrant in connection with the sale and distribution of the securities offered hereby. No portion of these expenses will be paid by the selling shareholders. All amounts are estimates except the Securities and Exchange Commission registration fee.

Registration Fee	$	9,303.50
Nasdaq Filing Fee(1)		22,500.00
Legal Fees and Expenses		50,000.00
Accounting Fees and Expenses		50,000.00
Printing Fees and Expenses		25,000.00
Trustee’s, Transfer Agent’s and Registrar’s Fees and Expenses		25,000.00
Miscellaneous		25,000.00
Total	$	206,803.50

(1)  Nasdaq National Market bills companies for the listing of additional shares on a quarterly basis, and the amount billed is determined by the change in the issuer’s total shares outstanding from one quarter to the next. The total amount billable in one quarter is capped at $22,500. Since all of the notes are convertible on the same basis, solely for the purpose of estimating the expenses payable by the registrant in connection with the issuance and distribution of the notes and the underlying shares of Class A common stock, the registrant has assumed the conversion of all notes into shares of Class A common stock during one quarter.

Item 15. Indemnification of Directors and Officers

      Section 23B.08.510 of the Washington Business Corporation Act authorizes Washington corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director. The Company’s Amended and Restated Articles of Incorporation and Bylaws require indemnification of the Company’s officers and directors to the fullest extent permitted by Washington law. The Company also maintains directors’ and officers’ liability insurance.

      The Company’s By-laws and Amended and Restated Articles of Incorporation provide that the Company shall, to the full extent permitted by the Washington Business Corporation Act of the State of Washington, as amended from time to time, indemnify all directors and officers of the Company and advance expenses to each of our currently acting and former directors, subject to certain exceptions in the By-laws. In addition, the Company’s Amended and Restated Articles of Incorporation contain a provision eliminating the personal liability of directors to the Company or its shareholders for monetary damages arising out of a breach of fiduciary duty. Under Washington law, this provision eliminates the liability of a director for breach of fiduciary duty but does not eliminate the personal liability of any director for (i) acts or omissions of a director that involve intentional misconduct or a knowing violation of law, (ii) conduct in violation of Section 23B.08.310 of the Washington Business Corporation Act (which section relates to unlawful distributions) or (iii) any transaction from which a director personally received a benefit in money, property or services to which the director was not legally entitled.

      The Company has entered into separate indemnification agreements with certain of its directors and executive officers.

II-1

Item 16. Exhibits

      The exhibits to this registration statement are listed on the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

Item 17. Undertakings

      (a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

      provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the

II-2

matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      (d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

II-3

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S–3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on September 11, 2003.

WESTERN WIRELESS CORPORATION

By:  /s/ JOHN W. STANTON

John W. Stanton

Chairman of the Board and

Chief Executive Officer

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints John W. Stanton and Jeffery A. Christianson, and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys–in–fact and agents, the full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN W. STANTON John W. Stanton	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	September 11, 2003
/s/ THERESA E. GILLESPIE Theresa E. Gillespie	Vice Chairman and a Director	September 11, 2003
/s/ MIKAL J. THOMSEN Mikal J. Thomsen	President and Director	September 11, 2003
/s/ M. WAYNE WISEHART M. Wayne Wisehart	Executive Vice President and Chief Financial Officer	September 11, 2003
/s/ SCOTT A. SOLEY Scott A. Soley	Vice President and Controller (Chief Accounting Officer)	September 11, 2003
/s/ JOHN L. BUNCE, JR. John L. Bunce Jr.	Director	September 11, 2003

II-4

Signature	Title	Date
/s/ MITCHELL R. COHEN Mitchell R. Cohen	Director	September 11, 2003
/s/ DANIEL J. EVANS Daniel J. Evans	Director	September 11, 2003
/s/ JONATHAN M. NELSON Jonathan M. Nelson	Director	September 11, 2003
/s/ PETER H. VAN OPPEN Peter H. van Oppen	Director	September 11, 2003

II-5

EXHIBIT INDEX

Exhibit
No.		Description
	4.1	Amended and Restated Articles of Incorporation of the Company, incorporated herein by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Commission File No. 333-2432).
	4.2	Bylaws of the Company, incorporated herein by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (Commission File No. 333-2432).
	4.3	Indenture, dated as of June 11, 2003, between the Company and The Bank of New York
	4.4	Registration Rights Agreement, dated as of June 11, 2003, by and among the Company, Citigroup Global Markets Inc., JP Morgan Securities Inc. and Wachovia Securities, Inc.
	4.5	Form of 4.625% Convertible Subordinated Notes due 2023 (included in Exhibit 4.3)
	5.1	Opinion of Friedman Kaplan Seiler & Adelman LLP
	5.2	Opinion of Preston Gates & Ellis LLP
	8.1	Opinion of Jones Day
	12.1	Computation of Ratio of Earnings to Fixed Charges, incorporated herein by reference from Exhibit 12.1 to the Company’s Form 10-Q/A for the fiscal quarter end June 30, 2003 filed on September 11, 2003.
	23.1	Consent of Friedman Kaplan Seiler & Adelman LLP (included in its opinion filed as Exhibit 5.1)
	23.2	Consent of Preston Gates & Ellis LLP (included in its opinion filed as Exhibit 5.2).
	23.3	Consent of Independent Accountants (PricewaterhouseCoopers LLP).
	23.4	Consent of Jones Day (included in its opinion filed as Exhibit 8.1)
	24	Powers of Attorney (included on signature page hereof)
	25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Indenture.

EX-4.3

                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY













                          WESTERN WIRELESS CORPORATION

                                       and

                              THE BANK OF NEW YORK

                                   as Trustee











                                  $115,000,000

                 4.625% Convertible Subordinated Notes due 2023

                                    INDENTURE

                            Dated as of June 11, 2003

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
                                                                      
                                    ARTICLE 1

                                   DEFINITIONS

SECTION 1.01   Definitions................................................     1
SECTION 1.02   Other Definitions..........................................     7
SECTION 1.03   Incorporation by Reference of Trust Indenture Act..........     8
SECTION 1.04   Rules of Construction......................................     8

                                    ARTICLE 2

                                 THE SECURITIES

SECTION 2.01   Form.......................................................     9
SECTION 2.02   Execution and Authentication...............................    10
SECTION 2.03   Registrar, Paying Agent and Conversion Agent...............    10
SECTION 2.04   Paying Agent To Hold Money in Trust........................    11
SECTION 2.05   Holder Lists...............................................    11
SECTION 2.06   Transfer and Exchange......................................    11
SECTION 2.07   Replacement Securities.....................................    13
SECTION 2.08   Outstanding Securities.....................................    14
SECTION 2.09   When Treasury Securities Disregarded.......................    14
SECTION 2.10   Temporary Securities.......................................    14
SECTION 2.11   Cancellation...............................................    15
SECTION 2.12   Defaulted Interest.........................................    15
SECTION 2.13   CUSIP Number...............................................    15
SECTION 2.14   Regulation S...............................................    16

                                    ARTICLE 3

                            REDEMPTION AND PURCHASES

SECTION 3.01   Right to Redeem; Notices to Trustee........................    16
SECTION 3.02   Selection of Securities to be Redeemed.....................    16
SECTION 3.03   Notice of Redemption.......................................    17
SECTION 3.04   Effect of Notice of Redemption.............................    18
SECTION 3.05   Deposit of Redemption Price................................    18
SECTION 3.06   Securities Redeemed in Part................................    18
SECTION 3.07   Conversion Arrangement on Call for Redemption..............    18
SECTION 3.08   Repurchase of Securities at Option of the Holder...........    19
SECTION 3.09   Company's Right to Elect Manner of Payment of Repurchase
               Price......................................................    20
SECTION 3.10   Effect of Repurchase Notice................................    23
SECTION 3.11   Deposit of Repurchase Price................................    24
SECTION 3.12   Securities Repurchased in Part.............................    24
SECTION 3.13   Repayment to the Company...................................    24


                                      -i-

                                                                      
SECTION 3.14   Redemption of Securities at Option of the Holder Upon
               Fundamental Change.........................................    25

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01   Payment of Securities......................................    27
SECTION 4.02   Commission Reports.........................................    28
SECTION 4.03   Compliance Certificate.....................................    28
SECTION 4.04   Maintenance of Office or Agency............................    28
SECTION 4.05   Continued Existence........................................    29
SECTION 4.06   Appointments to Fill Vacancies in Trustee's Office.........    29
SECTION 4.07   Stay, Extension and Usury Laws.............................    29
SECTION 4.08   Taxes......................................................    29
SECTION 4.09   Additional Amounts Notices.................................    29

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01   When the Company May Merge, Etc............................    30
SECTION 5.02   Successor Corporation Substituted..........................    31
SECTION 5.03   Purchase Option on Fundamental Change......................    31

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01   Events of Default..........................................    31
SECTION 6.02   Acceleration...............................................    32
SECTION 6.03   Other Remedies.............................................    33
SECTION 6.04   Waiver of Past Defaults....................................    33
SECTION 6.05   Control by Majority........................................    33
SECTION 6.06   Limitation on Suits........................................    34
SECTION 6.07   Rights of Holders To Receive Payment.......................    34
SECTION 6.08   Collection Suit by Trustee.................................    34
SECTION 6.09   Trustee May File Proofs of Claim...........................    34
SECTION 6.10   Priorities.................................................    35
SECTION 6.11   Undertaking for Costs......................................    35

                                    ARTICLE 7

                                   THE TRUSTEE

SECTION 7.01   Duties of the Trustee......................................    35
SECTION 7.02   Rights of the Trustee......................................    36
SECTION 7.03   Individual Rights of the Trustee...........................    38
SECTION 7.04   Trustee's Disclaimer.......................................    38
SECTION 7.05   Notice of Defaults.........................................    38



                                      -ii-

                                                                      
SECTION 7.06   Reports by the Trustee to Holders..........................    38
SECTION 7.07   Compensation and Indemnity.................................    39
SECTION 7.08   Replacement of the Trustee.................................    40
SECTION 7.09   Successor Trustee by Merger, etc...........................    41
SECTION 7.10   Eligibility, Disqualification..............................    41
SECTION 7.11   Preferential Collection of Claims Against Company..........    41

                                    ARTICLE 8

                           SATISFACTION AND DISCHARGE

SECTION 8.01   Discharge of Indenture.....................................    41
SECTION 8.02   Deposited Monies to be Held in Trust by Trustee............    42
SECTION 8.03   Paying Agent to Repay Monies Held..........................    42
SECTION 8.04   Return of Unclaimed Monies.................................    42
SECTION 8.05   Reinstatement..............................................    42

                                    ARTICLE 9

                                   AMENDMENTS

SECTION 9.01   Without the Consent of Holders.............................    43
SECTION 9.02   With the Consent of Holders................................    43
SECTION 9.03   Compliance with the Trust Indenture Act....................    45
SECTION 9.04   Revocation and Effect of Consents..........................    45
SECTION 9.05   Notation on or Exchange of Securities......................    45
SECTION 9.06   Trustee Protected..........................................    45

                                   ARTICLE 10

                               GENERAL PROVISIONS

SECTION 10.01  Trust Indenture Act Controls...............................    46
SECTION 10.02  Notices....................................................    46
SECTION 10.03  Communication by Holders With Other Holders................    46
SECTION 10.04  Certificate and Opinion as to Conditions Precedent.........    47
SECTION 10.05  Statements Required in Certificate or Opinion..............    47
SECTION 10.06  Rules by Trustee and Agents................................    48
SECTION 10.07  Legal Holidays.............................................    48
SECTION 10.08  No Recourse Against Others.................................    48
SECTION 10.09  Counterparts...............................................    48
SECTION 10.10  Other Provisions...........................................    48
SECTION 10.11  Governing Law; Waiver of Jury Trial........................    49
SECTION 10.12  No Adverse Interpretation of Other Agreements..............    49
SECTION 10.13  Successors.................................................    49
SECTION 10.14  Severability...............................................    49
SECTION 10.15  Table of Contents, Headings, etc...........................    49



                                     -iii-

                                                                      
                                   ARTICLE 11

                                   CONVERSION

SECTION 11.01  Conversion Right...........................................    50
SECTION 11.02  Conversion Procedure.......................................    50
SECTION 11.03  Fractional Shares..........................................    51
SECTION 11.04  Taxes on Conversion........................................    52
SECTION 11.05  Company to Provide Stock...................................    52
SECTION 11.06  Adjustment for Change in Capital Stock.....................    52
SECTION 11.07  Adjustment for Rights Issue................................    53
SECTION 11.08  Adjustment for Other Distributions.........................    54
SECTION 11.09  When Adjustment May Be Deferred............................    56
SECTION 11.10  When No Adjustment Required................................    56
SECTION 11.11  Notice of Adjustment.......................................    56
SECTION 11.12  Voluntary Increase.........................................    57
SECTION 11.13  Notice of Certain Transactions.............................    57
SECTION 11.14  Reorganization of Company; Special Distributions...........    57
SECTION 11.15  Company Determination Final................................    58
SECTION 11.16  Trustee's Adjustment Disclaimer............................    58
SECTION 11.17  Simultaneous Adjustments...................................    58
SECTION 11.18  Successive Adjustments.....................................    59
SECTION 11.19  Rights Issued in Respect of Common Stock Issued Upon
               Conversion.................................................    59
SECTION 11.20  Company's Right to Elect to Pay Cash or Common Stock.......    59

                                   ARTICLE 12

                                  SUBORDINATION

SECTION 12.01  Securities Subordinate to Senior Indebtedness..............    60
SECTION 12.02  Payment Over of Proceeds Upon Dissolution, Etc.............    60
SECTION 12.03  No Payment When Senior Indebtedness in Default.............    61
SECTION 12.04  Payment Permitted If No Default............................    62
SECTION 12.05  Subrogation to Rights of Holders of Senior Indebtedness....    62
SECTION 12.06  Provisions Solely to Define Relative Rights................    62
SECTION 12.07  Trustee to Effectuate Subordination........................    62
SECTION 12.08  No Waiver of Subordination Provisions......................    63
SECTION 12.09  Notice to Trustee..........................................    63
SECTION 12.10  Reliance on Judicial Order or Certificate of Liquidating
               Agent......................................................    64
SECTION 12.11  Trustee Not Fiduciary for Holders of Senior Indebtedness...    64
SECTION 12.12  Rights of Trustee as Holder of Senior Indebtedness;
               Preservation of Trustee's Rights...........................    64
SECTION 12.13  Article Applicable to Paying Agents........................    64

EXHIBIT A      FORM OF SECURITY
EXHIBIT B      FORM OF RESTRICTED COMMON STOCK LEGEND
EXHIBIT C      FORM OF TRANSFER CERTIFICATE FOR TRANSFER
               OF RESTRICTED COMMON STOCK



                                      -iv-

                             CROSS-REFERENCE TABLE*


Trust Indenture                                                        Indenture
Act Section                                                             Section
- -----------                                                             -------
                                                            
310(a)(1)...................................................                7.10
   (a)(2)...................................................         7.10, 10.10
   (a)(3)...................................................                 n/a
   (a)(4)...................................................                 n/a
   (a)(5)...................................................                 n/a
   (b)......................................................   7.08, 7.10, 10.02
   (c)......................................................                 n/a

311(a)......................................................                7.11
   (b)......................................................                7.11
   (c)......................................................                 n/a

312(a)......................................................                2.05
   (b)......................................................               10.03
   (c)......................................................               10.03

313(a)......................................................                7.06
   (b)(1)...................................................                 n/a
   (b)(2)...................................................                7.06
   (c)......................................................         7.06, 10.02
   (d)......................................................                7.06

314(a)......................................................         4.02, 10.02
   (b)......................................................                 n/a
   (c)(1)...................................................               10.04
   (c)(2)...................................................               10.04
   (c)(3)...................................................                 n/a
   (d)......................................................                 n/a
   (e)......................................................               10.05
   (f)......................................................                 n/a

315(a)......................................................             7.01(b)
   (b)......................................................         7.05, 10.02
   (c)......................................................             7.01(a)
   (d)......................................................             7.01(c)
   (e)......................................................                6.11

316(a)(last sentence).......................................                2.09
   (a)(1)(A)................................................                6.05
   (a)(1)(B)................................................                6.04
   (a)(2)...................................................                 n/a
   (b)......................................................                6.07
   (c)......................................................                9.04



                                      -v-

                                                            
317(a)(1)...................................................                6.08
   (a)(2)...................................................                6.09
   (b)......................................................                2.04

318(a)......................................................               10.01
   (b)......................................................                 n/a
   (c)......................................................               10.01




- -----------------
"n/a" means not applicable.

*This Cross-Reference Table shall not, for any purpose, be deemed to be a part
of the Indenture.

                                      -vi-

      THIS INDENTURE, dated as of June 11, 2003, is between Western Wireless
Corporation, a Washington corporation (the "Company"), and The Bank of New York,
a New York banking corporation (the "Trustee"). The Company has duly authorized
the creation of its 4.625% Convertible Subordinated Notes due 2023 (the
"Securities") and, to provide therefor, the Company and the Trustee have duly
authorized the execution and delivery of this Indenture. Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit
of the holders from time to time of the Securities:

                                    ARTICLE 1

                                   DEFINITIONS

SECTION 1.01 Definitions.

      "Additional Amounts" has the meaning specified in paragraph 17 of the
Securities.

      "Administrative Agent" means the person or persons designated as such
under the Credit Facility.

      "Affiliate" means, when used with reference to any person, any other
person directly or indirectly controlling, controlled by, or under direct or
indirect common control of, the referent person. For the purposes of this
definition, "control" when used with respect to any specified person means the
power to direct or cause the direction of management or policies of the referent
person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise. The terms "controlling" and "controlled"
have meanings correlative of the foregoing.

      "Agent" means any Registrar, Paying Agent or Conversion Agent.

      "Average Sale Price" means the average of the Closing Sale Prices of the
Common Stock for the shorter of:

(i) 30 consecutive trading days ending on the last full trading day prior to the
Time of Determination with respect to the rights, warrants or options or
distribution in respect of which the Average Sale Price is being calculated, or

(ii) the period (x) commencing on the date next succeeding the first public
announcement of (a) the issuance of rights, warrants or options or (b) the
distribution, in each case, in respect of which the Average Sale Price is being
calculated and (y) proceeding through the last full trading day prior to the
Time of Determination with respect to the rights, warrants or options or
distribution in respect of which the Average Sale Price is being calculated
(excluding days within such period, if any, which are not trading days).

      In the event that the Ex-Dividend Time (or in the case of a subdivision,
combination or reclassification, the effective date with respect thereto) with
respect to a dividend, subdivision, combination or reclassification to which
Sections 11.06(a), (b), (d) or (e) applies occurs during the period applicable
for calculating "Average Sale Price" pursuant to the definition in the preceding
sentence, "Average Sale Price" shall be calculated for such period in a manner
determined by the Board of Directors to reflect the impact of such dividend,
subdivision, combination or reclassification on the Closing Sale Price of the
Common Stock during such period.

                                      -1-

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

      "Board of Directors" means the Board of Directors of the Company or any
authorized committee of the Board of Directors.

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

      "Capital Stock" of any person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such person, but excluding any debt
securities convertible into such equity.

      "Closing Sale Price" of Capital Stock on any date means (a) the closing
per share sale price (or, if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date on the United States
principal national securities exchange on which the Capital Stock is traded or,
if the Capital Stock is not listed on a United States national or regional
securities exchange, as reported by the National Association of Securities
Dealers Automated Quotation System or by the National Quotation Bureau
Incorporated or (b) in the absence of such quotation, such price as the Company
shall determine on the basis of such quotations as the Company considers
appropriate.

      "Commission" means the Securities and Exchange Commission.

      "Common Stock" means the Class A Common Stock, no par value, of the
Company as it exists on the date of this Indenture or any other Capital Stock of
the Company into which the Common Stock shall be reclassified or changed.

      "Company" means the party named as such above until a successor replaces
it in accordance with Article 5 and thereafter means the successor. References
to the Company shall not include any Subsidiary.

      "Corporate Trust Office" means the corporate trust office of the Trustee
at which at any particular time the trust created by this Indenture shall
principally be administered; as of the date hereof, the Corporate Trust Office
is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attn:
Corporate Trust Administration.

      "Credit Facility" means the Loan Agreement, dated as of April 25, 2000,
among the Company, as Borrower, TD Securities (USA) Inc., as Arranger, Bank of
America, N.A., The Chase Manhattan Bank, and Barclays Bank PLC, as
Co-Documentation Agents and Co-Syndication Agents, Dresdner Bank, AG, New York
and Grand Cayman Branches, First Union National Bank, Fleet National Bank,
Goldman Sachs Credit Partners LP, Cooperative Centrale-Raiffeisen Boerenleenbank
B.A. "Rabobank International", New York Branch, and Union Bank of California,
N.A., as Managing Agents, Skandinaviska Enskilda Banken AB and U.S. Bank
National Association, as Co-Agents, and Toronto Dominion (Texas) Inc., as
Administrative Agent, as it may be amended, supplemented, restated or otherwise
modified from time to time.

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

                                      -2-

      "Depositary" means, with respect to any Global Security, a clearing agency
that is registered as such under the Exchange Act and is designated by the
Company to act as Depositary for such Global Security (or any successor
securities clearing agency so registered), which shall initially be DTC.

      "Designated Senior Indebtedness" means the Indebtedness of the Company
created pursuant to the Credit Facility and all other obligations thereunder or
under the notes, security documents, pledge agreements, Interest Hedge
Agreements or other agreements or instruments executed in connection therewith.

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

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

      "Ex-Dividend Time" means the time immediately prior to the commencement of
"ex-dividend" trading for rights, warrants or options or distribution, to which
Sections 11.07 or 11.08 applies, on the Nasdaq National Market or such other
national or regional exchange or market on which the Common Stock is then listed
or quoted.

      "Fundamental Change" means the occurrence of: (i) any transaction or event
(whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise) in connection with which all or substantially all of the Common Stock
shall be exchanged for, converted into, acquired for or constitute solely the
right to receive consideration which is not all or substantially all Capital
Stock that: (a) is (or, upon consummation of or immediately following such
transaction or event, which will be) listed on a United States national
securities exchange or (b) approved (or, upon consummation of or immediately
following such transaction or event, which will be approved) for quotation on
the Nasdaq National Market or any similar United States system of automated
dissemination of quotations of securities prices; or (ii) any event in which any
"person" or "group" (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable), other than John W.
Stanton, Chairman and Chief Executive Officer of the Company, Theresa E.
Gillespie, Vice Chairman of the Company, and any person or group that includes
or is an Affiliate of either of them, is or becomes the "beneficial owner" (as
such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, whether or
not applicable, except that a person shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total voting power of all shares
of the Capital Stock of the Company that is entitled to vote generally in
elections of directors.

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

      "Global Securities Legend" means the legend labeled as such and that is
set forth in Exhibit A hereto.

      "Indebtedness" means (without duplication), with respect to any person,
whether recourse is to all or a portion of the assets of such person and whether
or not contingent, (i) every obligation of such person


                                      -3-

for money borrowed; (ii) every obligation of such person evidenced by bonds,
debentures, notes or similar instruments, including obligations incurred in
connection with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of such person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
person; (iv) every obligation of such person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
Capital Lease Obligation of such person; (vi) the maximum fixed redemption or
repurchase price of Redeemable Stock of such person at the time of
determination; (vii) every obligation to pay rent or other payment amounts of
such person with respect to any Sale and Leaseback Transaction to which such
person is a party; and (viii) every obligation of the type referred to in
clauses (i) through (vii) above of another person and all dividends of another
person the payment of which, in either case, such person has guaranteed or is
responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise and (ix) the liquidation value of Preferred Stock issued pursuant
Clause (v) of Section 1009 of the Indenture, dated as of May 22, 1996, between
the Company and The Bank of New York (as successor in interest to Harris Trust
Company of California), as Trustee, relating to the 10 1/2% Senior Subordinated
Notes due 2006 of the Company or the Indenture, dated as of October 24, 1996,
between the Company and The Bank of New York (as successor in interest to Harris
Trust Company of California), as Trustee, relating to the 10 1/2% Senior
Subordinated Notes due 2007 of the Company.

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

      "Initial Purchasers" means the persons listed on Schedule I of the
Purchase Agreement.

      "Interest Hedge Agreements" means any interest rate swap, cap, collar,
floor, caption or swaption agreements, or any similar arrangements designed to
hedge the risk of variable interest rate volatility or to reduce interest costs,
arising at any time between the Company or any Restricted Subsidiary, on the one
hand, and any person (other than an Affiliate of the Company or any Restricted
Subsidiary), on the other hand, as such agreement or arrangement may be
modified, supplemented and in effect from time to time.

      "Interest Payment Date" means June 15 and December 15 of each year.

      "Issue Date" means the date on which the Securities are first issued and
authenticated under this Indenture.

      "Maturity Date" means June 15, 2023.

      "Offering Memorandum" means the final offering memorandum dated June 5,
2003, relating to the Securities, including all amendments thereto.

      "Officer" means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer, the Chief Accounting Officer, any
Executive Vice President, Senior Vice President or Vice President (whether or
not designated by a number or numbers or word or words before or after the title
"Vice President"), the Treasurer, the Secretary and any Assistant Treasurer or
any Assistant Secretary of the Company.

      "Officers' Certificate" means a certificate signed by two Officers, one of
whom is the Chairman of the Board, the Chief Executive Officer, the President,
the Chief Financial Officer or the Treasurer of the Company.




                                      -4-






         "Opinion of Counsel" means a written opinion from legal counsel who may
be an employee of or counsel to the Company except to the extent otherwise
indicated in this Indenture.

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

         "Preferred Stock" as applied to the Capital Stock of any person, means
Capital Stock of such person of any class or classes (however designated) that
ranks prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up of such
person, to shares of Capital Stock of any other class of such person.

         "Purchase Agreement" means the Purchase Agreement related to the
Securities, dated June 5, 2003, by and among the Company, on the one hand, and
Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Wachovia
Securities, Inc., on the other hand.

         "Redeemable Stock" of any person means any equity security of such
person that by its terms or otherwise is required to be redeemed prior to the
Maturity Date or is redeemable at the option of the holder thereof at any time
prior to the Maturity Date.

         "Redemption Date" when used with respect to any of the Securities to be
redeemed, means the date fixed by the Company for such redemption pursuant to
Article 3 of this Indenture and the Securities.

         "Redemption Price" when used with respect to any of the Securities to
be redeemed, means the price fixed for such redemption pursuant to Article 3 of
this Indenture and the Securities.

         "Registration Rights Agreement" means the Registration Rights Agreement
relating to the Securities and the Common Stock issuable upon conversion of the
Securities, dated June 11, 2003, between the Company and the Initial Purchasers,
as such agreement may be amended, modified or supplemented from time to time.

         "Regular Record Date" means the June 1 or December 1 immediately
preceding each Interest Payment Date.

         "Restricted Common Stock Legend" means the legend labeled as such and
set forth in Exhibit B hereto.

         "Restricted Securities Legend" means the legend labeled as such and set
forth in Exhibit A hereto.

         "Restricted Subsidiary" has the meaning ascribed to it in the
Indenture, dated as of October 24, 1996, between the Company and The Bank of New
York (as successor in interest to Harris Trust Company of California), as
Trustee, relating to the 10-1/2% Senior Subordinated Notes due 2007 of the
Company.

         "Sale and Leaseback Transaction" of any person means an arrangement
with any lender or investor or to which such lender or investor is a party
providing for the leasing by such person of any property or asset of such person
which has been or is being sold or transferred by such person more than 270 days
after the acquisition thereof or the completion of construction or commencement
of operation

                                      -5-

thereof to such lender or investor or to any person to whom funds have been or
are to be advanced by such lender or investor on the security of such property
or asset. The stated maturity of such arrangement shall be the date of the last
payment of rent or any other amount due under such arrangement prior to the
first date on which such arrangement may be terminated by the lessee without
payment of a penalty.

         "Security" means any of the 4.625% Convertible Subordinated Notes due
2023 issued, authenticated and delivered under this Indenture, a form of which
is attached as Exhibit A hereto.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "Senior Indebtedness" means the principal of, premium, if any, and
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-petition interest is allowed in such proceeding) on (i) Designated
Senior Indebtedness; (ii) Indebtedness of the Company created pursuant to any
vendor financing incurred for the acquisition, construction or improvement by
the Company or any Restricted Subsidiary of assets in the Wireless
Communications Business; (iii) all other Indebtedness of the Company referred to
in the definition of Indebtedness other than clauses (iv), (vi) and (ix) thereof
(and clause (viii) thereof to the extent applicable to Indebtedness incurred
under clauses (iv) and (vi) thereof), whether incurred on or prior to the date
of this Indenture or thereafter incurred, other than the Securities; and (iv)
amendments, renewals, extensions, modifications, refinancings and refundings of
any such Indebtedness; provided, however, the following shall not constitute
Senior Indebtedness: (A) any Indebtedness owed to a person when such person is a
Restricted Subsidiary of the Company, (B) any Indebtedness which by the terms of
the instrument creating or evidencing the same is not superior in right of
payment to the Securities, (C) any Indebtedness incurred in violation of this
Indenture (but, as to any such Indebtedness, no such violation shall be deemed
to exist for purposes of this clause (C) if the holder(s) of such Indebtedness
or their representative and the Trustee shall have received an Officers'
Certificate of the Company to the effect that the incurrence of such
Indebtedness does not (or, in the case of revolving credit Indebtedness, that
the incurrence of the entire committed amount thereof at the date on which the
initial borrowing thereunder is made would not) violate this Indenture), (D) any
Indebtedness which is subordinated in right of payment in respect to any other
Indebtedness of the Company or (E) any Indebtedness under the Senior
Subordinated Notes.

         "Senior Subordinated Notes" means the 10-1/2% Senior Subordinated Notes
due 2006 and 10-1/2% Senior Subordinated Notes due 2007 of the Company.

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

         "Subsidiary" means, with respect to any person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
person or one or more of the other subsidiaries of that person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or managing
general partner of which is such person or a Subsidiary of such person or (b)
the only general partners of which are such person or of one or more
subsidiaries of such person (or any combination thereof).

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa- 77bbbb) as in effect on the date of execution of this
Indenture, except as provided in Section 9.03.

                                      -6-

         "Time of Determination" means the time and date of the earlier of (i)
the determination of shareholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Sections 11.07 or 11.08
applies and (ii) the Ex-Dividend Time.

         "trading day" means a day during which the New York Stock Exchange is
open for trading or, if the applicable security is quoted on the Nasdaq National
Market, a day on which trades may be made on such market or, if the applicable
security is not so listed, admitted for trading or quoted, any business day.

         "Trust 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 having direct responsibility for the administration of this
Indenture.

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

         "Wireless Communications Business" means the provision of wireless
communications services and other related services.

SECTION 1.02 Other Definitions.



                                                                Defined in
                                                                   Section
                                                                   -------
                                                             
"Additional Amounts Notice"............................................4.09
"Agent Members".....................................................2.01(b)
"business day"........................................................10.07
"Clearstream".......................................................2.01(a)
"Company Repurchase Notice".........................................3.09(d)
"Company Repurchase Notice Date"....................................3.09(b)
"Conversion Agent".....................................................2.03
"Conversion Date".....................................................11.02
"Conversion Price"....................................................11.01
"Conversion Rate".....................................................11.01
"defaulted interest"...................................................2.12
"Euroclear".........................................................2.01(a)
"Event of Default".....................................................6.01
"Ex-Dividend Date".................................................11.08(b)
"Ex-Dividend Measurement Period"...................................11.08(a)
"Extraordinary Cash Dividend"......................................11.08(a)
"Fundamental Change Expiration Time"................................3.14(b)
"Fundamental Change Notice".........................................3.14(b)
"Fundamental Change Redemption Date"................................3.14(a)
"Fundamental Change Redemption Price"...............................3.14(a)
"Global Security"...................................................2.01(a)
"Legal Holiday".......................................................10.07
"Make Whole Payment"..............................................Exhibit A


                                      -7-

                                                               
"Paying Agent".........................................................2.03
"Payment Blockage Period".............................................12.03
"Proceeding"..........................................................12.02
"QIBs"..............................................................2.01(a)
"Register".............................................................2.03
"Registrar"............................................................2.03
"Regulation S"......................................................2.01(a)
"Relevant Cash Dividends"..........................................11.08(a)
"Repurchase Date"...................................................3.08(a)
"Repurchase Notice".................................................3.08(a)
"Repurchase Price"..................................................3.08(a)
"Rights"..............................................................11.19
"Rights Agreement"....................................................11.19
"Rule 144A".........................................................2.01(a)
"Securities Payment"..................................................12.02
"Senior Nonmonetary Default"..........................................12.03
"Senior Payment Default"..............................................12.03
"Treasury Yield"..................................................Exhibit A



SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

                  "Commission" means the Commission;

                  "indenture securities" means the Securities;

                  "indenture security holder" means a holder of Securities;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Securities means the Company or any other
                  obligor on the Securities.

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

SECTION 1.04 Rules of Construction.

         Unless the context otherwise requires:

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

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

                                      -8-

                           (3) "or" is not exclusive;

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

                           (5) the male, female and neuter genders include one
                           another.

                                   ARTICLE 2

                                 THE SECURITIES

SECTION 2.01 Form.

         (a) Global Securities. Securities offered and sold (i) in reliance on
Regulation S under the Securities Act ("Regulation S") or (ii) to "qualified
institutional buyers" ("QIBs") in reliance on Rule 144A under the Securities Act
("Rule 144A") shall be issued in the form of one or more permanent global
securities in definitive, fully registered form without interest coupons with
the Global Securities Legend and Restricted Securities Legend set forth in
Exhibit A hereto (each, a "Global Security"). Any Global Security shall be duly
executed by the Company and authenticated by the Trustee as hereinafter
provided, deposited with the Trustee, as custodian for the Depositary, and
registered in the name of the Depositary or a nominee of the Depositary for the
accounts of participants in the Depositary (and, in the case of Securities held
in accordance with Regulation S, registered with the Depositary for the accounts
of designated agents holding on behalf of Euroclear Bank S.A./N.V., as the
operator of the Euroclear System ("Euroclear"), or Clearstream Banking, societe
anonyme, Luxembourg ("Clearstream")). The aggregate principal amount of a Global
Security 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 hereinafter
provided.

         (b) Book-Entry Provisions. This Section 2.01(b) shall apply only to a
Global Security deposited with or on behalf of the Depositary. The Company shall
execute and the Trustee shall, in accordance with this Section 2.01(b) and the
written order of the Company, authenticate and deliver initially one or more
Global Securities that shall be (i) registered in the name of Cede & Co. or
other nominee of such Depositary and (ii) delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions or held by the Trustee
as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement
between the Depositary and the Trustee.

         Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary or by the Trustee as the custodian of the
Depositary or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.

         The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "Management
Regulations and Instructions to Participants" of Clearstream shall be applicable
to interests in any Global Securities that are held by

                                      -9-

participants through Euroclear or Clearstream. The Trustee shall have no
obligation to notify holders of any such procedures or to monitor or enforce
compliance with the same.

         (c) Definitive Securities. Except as provided in Section 2.10, owners
of beneficial interests in Global Securities will not be entitled to receive
physical delivery of certificated Securities in definitive form. If applicable,
certificated Securities in definitive form will bear the Restricted Securities
Legend set forth on Exhibit A unless removed in accordance with Section 2.06(c).

SECTION 2.02 Execution and Authentication.

         One Officer shall sign the Securities for the Company by manual or
facsimile signature.

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

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

         Upon a written order of the Company signed by an Officer of the
Company, the Trustee shall authenticate Securities for original issue up to an
aggregate principal amount of $115,000,000. The aggregate principal amount of
Securities outstanding at any time may not exceed that amount except as provided
in Section 2.07.

         The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 or any integral multiple thereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities 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 right as an Agent to deal with the Company or
an Affiliate of the Company.

SECTION 2.03 Registrar, Paying Agent and Conversion Agent.

         The Company shall maintain or cause to be maintained in such locations
as it shall determine, which may be the Corporate Trust Office: (i) an office or
agency where the Securities may be presented for registration of transfer or for
exchange ("Registrar"); (ii) an office or agency where Securities may be
presented for payment ("Paying Agent"); (iii) an office or agency where
Securities may be presented for conversion (the "Conversion Agent"); and (iv) an
office or agency where notices and demands to or upon the Company in respect of
Securities and this Indenture may be served by the holders of the Securities.
The Registrar shall keep a Register ("Register") of the Securities and of their
transfer and exchange. The Company may appoint one or more co-registrars, one or
more additional paying agents and one or more additional conversion agents. The
term "Registrar" includes any co-registrar, the term "Paying Agent" includes any
additional paying agent and the term "Conversion Agent" includes any additional
Conversion Agent. The Company may change any Paying Agent, Registrar or
Conversion Agent without prior notice. The Company shall notify the Trustee of
the name and address of any Agent not a party to this Indenture and shall enter
into an appropriate agency agreement with any Registrar, Paying Agent or
Conversion Agent not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such Agent. The Company or any
of its Subsidiaries may act as Registrar, Paying

                                      -10-

Agent or Conversion Agent, except that, for purposes of Article 8, neither the
Company nor any of its Subsidiaries shall act as Paying Agent. If the Company
fails to appoint or maintain another entity as Registrar, Paying Agent or
Conversion Agent, the Trustee shall initially act as such.

SECTION 2.04 Paying Agent To Hold Money in Trust.

         The Company shall require each Paying Agent (other than the Trustee,
who hereby so agrees) to agree in writing that the Paying Agent will hold in
trust for the benefit of holders of the Securities or the Trustee all money held
by the Paying Agent for the payment of principal of, premium, if any, interest
or Additional Amounts, if any, on the Securities, and will notify the Trustee of
any default by the Company in respect of making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary of the Company) shall
have no further liability for the money. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the holders of the Securities all money held by it as
Paying Agent.

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
holders of Securities and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven business days before each Interest Payment Date, and as the Trustee may
request in writing within fifteen days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to
enable it to timely provide any notice to be provided by it hereunder), a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of holders of Securities.

SECTION 2.06 Transfer and Exchange.

         (a) When Securities are presented to the Registrar with a request to
register a transfer or to exchange them for an equal principal amount of
Securities for other denominations, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate Securities at the Registrar's request, bearing
registration numbers not contemporaneously outstanding. No service charge shall
be made to a holder for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company and the Registrar may
require payment of a sum sufficient to cover any transfer tax or other
governmental charge payable upon exchanges pursuant to Sections 2.07, 3.09, 9.05
or 11.02.

         The Company or the Registrar shall not be required (i) to issue,
register the transfer of or exchange Securities during a period beginning at the
opening of fifteen days before the day of mailing of a notice of redemption of
Securities under Section 3.02 and ending at the close of business on the day of
such mailing, (ii) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part or (iii) to register the transfer of any
Securities surrendered for repurchase pursuant to Sections 3.08 or 3.14.

         All Securities issued upon any transfer or exchange of Securities in
accordance with this Indenture shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the

                                      -11-

same benefits under this Indenture as the Securities surrendered upon such
registration of transfer or exchange.

         (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, or of any
beneficial interest therein, shall only be made in accordance with Sections
2.01(c) and 2.10; provided, however, that beneficial interests in a Global
Security may be transferred to persons who take delivery thereof in the form of
a beneficial interest in the Global Security in accordance with the transfer
restrictions set forth under the heading "Notice to Investors" in the Offering
Memorandum and, if applicable, in the Restricted Securities Legend.

         Except for transfers or exchanges made in accordance with Section 2.10,
transfers of a Global Security shall be limited to transfers of such Global
Security in whole, but not in part, 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 nominee.

         In the event that a Global Security is exchanged for certificated
Securities in definitive form pursuant to Section 2.10(c) prior to the
effectiveness of a Shelf Registration Statement with respect to such Securities,
such exchange may occur, and such Securities may be further exchanged or
transferred, only upon receipt by the Registrar of (i) such Global Security or
such Securities in definitive form, duly endorsed as provided herein, as
applicable, (ii) instructions from the holder directing the Trustee to
authenticate and deliver one or more Securities in definitive form of the same
aggregate principal amount as the Global Security or the Securities in
definitive form (or portion thereof), as applicable, to be transferred, such
instructions to contain the name or names of the designated transferee or
transferees, the authorized denomination or denominations of the Securities in
definitive form to be so issued and appropriate delivery instructions, and (iii)
such certifications or other information (including, without limitation, those
set forth on the Security) and, in the case of transfers pursuant to Rule 144
under the Securities Act, legal opinions as the Company may reasonably require
to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act (including the certification requirements intended to ensure that such
transfers comply with Rule 144A or Regulation S under the Securities Act, as the
case may be), and upon compliance with such other procedures as may from time to
time be adopted by the Company and the Registrar.

         If (i) shares of Common Stock to be issued upon conversion of any
Security prior to the effectiveness of a Shelf Registration Statement are to be
registered in a name other than that of the holder of such Security or (ii)
shares of Common Stock represented by a certificate bearing the Restricted
Common Stock Legend are transferred subsequently by such holder, then, unless a
Shelf Registration Statement has become effective and such shares are being
transferred pursuant to such Shelf Registration Statement, the holder must
deliver to the transfer agent for the Common Stock a certificate in
substantially the form of Exhibit C as to compliance with the restrictions on
transfer applicable to such shares of Common Stock, and neither the transfer
agent nor the registrar for the Common Stock shall be required to register any
transfer of such Common Stock not so accompanied by a properly completed
certificate.

         (c) Except in connection with a Shelf Registration Statement
contemplated by and in accordance with the terms of the Registration Rights
Agreement, if Securities are issued upon the registration of transfer, exchange
or replacement of Securities bearing a Restricted Securities Legend, or if a
request is made to remove such a Restrictive Securities Legend on the
Securities, the Securities so

                                      -12-

issued shall bear the Restricted Securities Legend, or a Restricted Securities
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act, may include an opinion of counsel
as may be reasonably required by the Company, that neither the legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under
the Securities Act or that such Securities are not "restricted" within the
meaning of Rule 144 under the Securities Act. Upon provision to the Company of
such satisfactory evidence, the Trustee, at the written direction of the
Company, shall authenticate and deliver Securities that do not bear the legend.
The Company shall not otherwise be entitled to require the delivery of a legal
opinion in connection with any transfer or exchange of Securities.

         (d) Neither the Trustee nor any Agent shall have any responsibility for
any actions taken or not taken by the Depositary.

         (e) 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 Securities (including any transfers between or among the Depositary's
participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation as is
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.

         (f) Each holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such holder's Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

SECTION 2.07 Replacement Securities.

         If the holder of a Security claims that its Security has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Security if the Trustee's and the Company's
requirements are met. As a condition of receiving a replacement Security, the
holder of a Security must provide a certificate of loss and an indemnity and/or
an indemnity bond sufficient, in the judgment of both the Company and the
Trustee, to fully protect the Company, the Trustee, any Agent and any
authenticating agent from any loss, liability, cost or expense which any of them
may suffer or incur if the Security is replaced. The Company and the Trustee may
charge the relevant holder for their expenses in replacing any Security.

         The Trustee or any authenticating agent may authenticate any such
substituted Security, and deliver the same upon the receipt of such security or
indemnity as the Trustee and the Company may require. Upon the issuance of any
substituted Security, the Company and the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses connected therewith. In case any
Security which has matured or is about to mature, or has been called for
redemption pursuant to Article 3, submitted for repurchase pursuant to Sections
3.08 or 3.14 or is about to be converted into Common Stock pursuant to Article
11, shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Security, pay or authorize the payment of or
convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Security), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to the Paying Agent or Conversion Agent such
security or indemnity as may be required by the Company or the Trustee

                                      -13-

to save each of them harmless for any loss, liability, cost or expense caused by
or connected with such substitution, and, in case of destruction, loss or theft,
evidence satisfactory to the Company, the Trustee and, if applicable, the Paying
Agent or Conversion Agent of the destruction, loss or theft of such Security and
of the ownership thereof.

         Every replacement Security is an additional obligation of the Company
and shall be entitled to all the benefits provided under this Indenture equally
and proportionately with all other Securities duly issued, authenticated and
delivered hereunder.

SECTION 2.08 Outstanding Securities.

         The Securities outstanding at any time are all the Securities properly
authenticated by the Trustee except for those canceled by the Trustee, those
paid pursuant to Section 2.07, those delivered to it for cancellation and those
described in this Section as not outstanding.

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

         If Securities are considered paid under Section 4.01 or converted under
Article 11, they cease to be outstanding, and interest and Additional Amounts,
if any, on them ceases to accrue.

         Subject to Section 2.09 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.

SECTION 2.09 When Treasury Securities Disregarded.

         In determining whether the holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or an Affiliate of the Company shall be considered as though they
are 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 Securities which a Trust Officer of the Trustee actually knows are so owned
shall be so disregarded.

SECTION 2.10 Temporary Securities.

         (a) Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities
and shall be reasonably acceptable to the Trustee. Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities.

         (b) A Global Security deposited with the Depositary or with the Trustee
as custodian for the Depositary pursuant to Section 2.01 shall be transferred to
the beneficial owners thereof in the form of certificated Securities in
definitive form only if such transfer complies with Section 2.06 and (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time such Depositary ceases to
be a "clearing agency" registered under the Exchange Act and a successor
Depositary is not appointed by the Company within 90 days of such notice or the
Company decides to discontinue the use of Global Securities, or (ii) an Event of
Default has occurred and is continuing.

                                      -14-

         (c) Any Global Security or interest thereon that is transferable to the
beneficial owners thereof in the form of certificated Securities in definitive
form shall, if held by the Depositary, be surrendered by the Depositary to the
Trustee, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Securities of authorized denominations in the form of
certificated Securities in definitive form. Any portion of a Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depositary shall direct. Any Securities in the
form of certificated Securities in definitive form delivered in exchange for an
interest in the Global Security shall, except as otherwise provided by Section
2.06(c), bear the Restricted Securities Legend set forth in Exhibit A hereto.

         (d) Prior to any transfer pursuant to Section 2.10(b), the registered
holder of a Global Security may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a holder is entitled to take under this
Indenture or the Securities.

SECTION 2.11 Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else may cancel Securities surrendered for
registration of transfer, exchange, payment, replacement, conversion,
redemption, repurchase or cancellation. Upon written instructions of the
Company, the Trustee shall dispose of canceled Securities in accordance with its
procedures for the disposition of canceled securities in effect as of the date
of such disposition. The Company may not issue new Securities to replace
Securities that it has paid, redeemed or repurchased or that have been delivered
to the Trustee for cancellation or that any holder has (i) converted pursuant to
Article 11 hereof, (ii) submitted for redemption pursuant to Article 3 hereof or
(iii) submitted for repurchase pursuant to Sections 3.08 or 3.14 hereof (unless
revoked).

SECTION 2.12 Defaulted Interest.

         If the Company fails to make a payment of interest on the Securities
("defaulted interest"), it shall pay such defaulted interest plus, to the extent
lawful, any interest payable on the defaulted interest. It may pay such
defaulted interest, plus any such interest payable on it, to the persons who are
holders of Securities on a subsequent special record date. The Company shall fix
any such record date and payment date. At least 15 days before any such record
date, the Company shall mail to holders of the Securities a notice that states
the record date, payment date and amount of such interest to be paid.

SECTION 2.13 CUSIP Number.

         The Company in issuing the Securities may use a "CUSIP" number, and if
so, such CUSIP number shall be included in notices of redemption, repurchase or
exchange as a convenience to holders of Securities; provided, however, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Securities and that
reliance may be placed only on the other identification numbers printed on the
Securities. The Company will promptly notify the Trustee of any change in the
CUSIP number.

                                      -15-

SECTION 2.14 Regulation S.

         The Company agrees that it will refuse to register any transfer of
Securities or any shares of Common Stock issued upon conversion of Securities
that is not made in accordance with the provisions of Regulation S under the
Securities Act, pursuant to a registration statement which has been declared
effective under the Securities Act or pursuant to an available exemption from
the registration requirements of the Securities Act; provided that the
provisions of this paragraph shall not be applicable to any Securities which do
not bear a Restricted Securities Legend or to any shares of Common Stock
evidenced by certificates which do not bear a Restricted Common Stock Legend.

                                   ARTICLE 3

                            REDEMPTION AND PURCHASES

SECTION 3.01 Right to Redeem; Notices to Trustee.

         Prior to June 18, 2006, the Company cannot redeem the Securities (other
than pursuant to Section 3.14). Beginning on June 18, 2006, the Company may
redeem the Securities for cash in whole at any time, or in part from time to
time, in accordance with the provisions of paragraph 5 of the Securities.

         If the Company elects to redeem Securities pursuant to paragraph 5 of
the Securities, it shall notify the Trustee in writing of the Redemption Date,
the principal amount of Securities to be redeemed, the Redemption Price and the
amount of any accrued and unpaid interest, Additional Amounts or Make Whole
Payment payable on the Redemption Date. The Company shall give the notice to the
Trustee provided for in this Section 3.01 by an Officers' Certificate at least
45 days before the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee). If fewer than all the Securities are to be
redeemed, the record date relating to such redemption shall be selected by the
Company and given to the Trustee, which record date shall not be less than ten
days after the date of notice to the Trustee.

SECTION 3.02 Selection of Securities to be Redeemed.

         If less than all the Securities are to be redeemed at any time,
selection of the Securities for redemption shall be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Securities are listed or, if the Securities are not so
listed, on a pro rata basis, by lot or by any other method that the Trustee
considers fair and appropriate. The Trustee shall make the selection at least 30
days but not more than 60 days before the Redemption Date from outstanding
Securities not previously called for redemption.

         The Trustee may select for redemption a portion of the principal amount
of any Securities that have a denomination larger than $1,000. Securities and
portions thereof shall be redeemed in the amount of $1,000 or integral multiples
of $1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

         The Trustee shall make the selection from Securities outstanding and
not previously called for redemption. If any Security selected for partial
redemption is converted in part before termination of the conversion right with
respect to the portion of the Security so selected, the converted portion of
such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which

                                      -16-

have been converted during a selection of Securities to be redeemed may be
treated by the Trustee as outstanding for the purpose of such selection.

SECTION 3.03 Notice of Redemption.

         At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each holder of Securities to be redeemed.

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

         (a) the Redemption Date;

         (b) the Redemption Price and any accrued and unpaid interest,
Additional Amounts or Make Whole Payment payable on the Redemption Date;

         (c) the Conversion Rate and Conversion Price and whether any Securities
converted after the notice of redemption will be settled in cash or shares of
Common Stock;

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

         (e) that Securities called for redemption may be converted at any time
before the close of business on the trading day immediately preceding the
Redemption Date, unless the Company Defaults in the payment of the Redemption
Price, in which case the conversion right will terminate at the close of
business on the date such Default is cured;

         (f) that holders who want to convert Securities must satisfy the
requirements set forth in paragraph 15 of the Securities;

         (g) that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price and any accrued and unpaid cash
interest, Additional Amounts or Make Whole Payment;

         (h) if fewer than all the outstanding Securities are to be redeemed,
the certificate number and principal amounts of the particular Securities to be
redeemed;

         (i) that, unless the Company defaults in making payment of such
Redemption Price and any interest, Additional Amounts or Make Whole Payment
which is due and payable, any interest and Additional Amounts will cease to
accrue on and after the Redemption Date;

         (j) the CUSIP number of the Securities; and

         (k) any other information the Company wants to present.

         At the Company's request, the Trustee shall give the notice of
redemption to holders in the Company's name and at the Company's expense,
provided that the Company makes such request at least five business days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date such
notice of redemption must be mailed.

                                      -17-

SECTION 3.04 Effect of Notice of Redemption.

         Once a notice of redemption is given, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price
(together with accrued and unpaid interest and any Additional Amounts to, but
excluding, the Redemption Date and any Make Whole Payment) stated in the notice
except for Securities which are converted in accordance with the terms of this
Indenture. Upon surrender to the Paying Agent, such Securities shall be paid at
the Redemption Price (together with accrued and unpaid interest and any
Additional Amounts to, but excluding, the Redemption Date and any Make Whole
Payment) stated in the notice.

SECTION 3.05 Deposit of Redemption Price.

         Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary
or an Affiliate of either of them is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the Redemption Price of, and accrued and
unpaid interest and any Additional Amounts to, but excluding, the Redemption
Date and any Make Whole Payment with respect to, all Securities to be redeemed
on that date other than Securities or portions of Securities called for
redemption which on or prior thereto have been delivered by the Company to the
Trustee for cancellation or have been converted. The Paying Agent shall as
promptly as practicable return to the Company any money, together with interest
or dividends thereon, if any, not required for that purpose because of
conversion of Securities pursuant to Article 11. If such money is then held by
the Company in trust and is not required for such purpose it shall be discharged
from such trust.

SECTION 3.06 Securities Redeemed in Part.

         Upon surrender of a Security that is redeemed in part, the Company
shall execute and the Trustee shall authenticate and deliver to the holder a new
Security in an authorized denomination equal in principal amount to the
unredeemed portion of the Security surrendered.

SECTION 3.07 Conversion Arrangement on Call for Redemption.

         In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities called for redemption
by an agreement with one or more investment banks or other purchasers to
purchase such Securities by paying to the Trustee in trust for the holders of
Securities, on or prior to 10:00 a.m. New York City time on the Redemption Date,
an amount that, together with any amounts deposited with the Trustee by the
Company for the redemption of such Securities, is not less than the Redemption
Price of, and any accrued and unpaid interest, Additional Amounts or Make Whole
Payment due with respect to, such Securities. Notwithstanding anything to the
contrary contained in this Article 3, the obligation of the Company to pay the
Redemption Prices and any accrued and unpaid interest, Additional Amounts or
Make Whole Payments on such Securities shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, any Securities not duly surrendered for conversion by
the holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in Article 11) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the trading day immediately prior to the Redemption Date, subject to
payment of the above amounts as aforesaid. The Trustee shall hold and pay to the
holders whose Securities are selected for redemption any such amounts paid to it
for purchase and conversion in the same manner as it would moneys deposited with
it by the Company for the redemption of Securities. Without the Trustee's prior
written consent, no arrangement

                                      -18-

between the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture.

SECTION 3.08 Repurchase of Securities at Option of the Holder.

         (a) Securities shall be purchased by the Company pursuant to the terms
of the Securities at the option of any holder of Securities on June 15, 2013 and
June 15, 2018 (each, a "Repurchase Date"), at a purchase price of 100% of the
principal amount plus any accrued and unpaid interest and any Additional Amounts
(the "Repurchase Price"), in each case, to, but excluding, such Repurchase Date,
subject to the provisions of Section 3.09. Repurchases of Securities under this
Section 3.08 shall be made, at the option of the holder thereof, upon:

                  (i) delivery to the Paying Agent by a holder of Securities of
a written notice (a "Repurchase Notice") during the period beginning at any time
from the opening of business on the date that is twenty business days prior to
the applicable relevant Repurchase Date until the close of business on the third
business day prior to such Repurchase Date stating:

                           (1) the certificate numbers, if any, which the holder
                           will deliver to be purchased or the appropriate
                           Depositary information if the Security in respect of
                           which such notice of withdrawal is being submitted is
                           represented by a Global Security,

                           (2) the portion of the principal amount of the
                           Securities which the holder will deliver to be
                           purchased, which portion must be a principal amount
                           of $1,000 or an integral multiple thereof,

                           (3) that such Security shall be purchased as of the
                           Repurchase Date pursuant to the terms and conditions
                           specified in paragraph 6 of the Securities and in
                           this Indenture, and

                           (4) in the event the Company elects, pursuant to
                           Section 3.09, to pay the Repurchase Price to be paid
                           as of such Repurchase Date in shares of Common Stock
                           but such portion of the Repurchase Price shall
                           ultimately be payable to such holder entirely in cash
                           because any of the conditions to payment of the
                           Repurchase Price in Common Stock is not satisfied
                           prior to the close of business on such Repurchase
                           Date, as set forth in Section 3.09(c), whether such
                           holder elects: (1) to withdraw such Repurchase Notice
                           as to some or all of the Securities to which such
                           Repurchase Notice relates (stating the principal
                           amount and certificate numbers, if any, of the
                           Securities as to which such withdrawal shall relate),
                           or (2) to receive cash in respect of the entire
                           Repurchase Price for all Securities (or portions
                           thereof) to which such Repurchase Notice relates; and

                                      -19-

                  (ii) delivery or book-entry transfer of the Securities to
Paying Agent at any time after delivery of the applicable Repurchase Notice
(together with all necessary endorsements) at the office of the Paying Agent,
such delivery being a condition to receipt by the holder of the Repurchase Price
therefor; provided that such Repurchase Price shall be so paid pursuant to this
Section 3.08 only if the Security so delivered to Paying Agent shall conform in
all respects to the description thereof in the related Repurchase Notice.

         (b) If the Company has elected to pay the Repurchase Price in shares of
Common Stock, but is unable to deliver the shares of Common Stock, a holder of
Securities, in such holder's Repurchase Notice and in any written notice of
withdrawal delivered by such holder pursuant to the terms of Section 3.10, may
elect to withdraw the Repurchase Notice or to receive cash. If a holder fails to
indicate in its Repurchase Notice its election to receive cash or Common Stock,
the holder shall be deemed to have elected to receive cash in respect of the
entire Repurchase Price for all Securities subject to such Repurchase Notice.

         The Company shall purchase from the holder thereof, pursuant to this
Section 3.08, a portion of a Security, only if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery of the consideration to
be received by the holder promptly following the later of the Repurchase Date
and the time of the book-entry transfer or delivery of the Security.

         Notwithstanding anything herein to the contrary, any holder of
Securities delivering to the Paying Agent the Repurchase Notice contemplated by
this Section 3.08 shall have the right to withdraw such Repurchase Notice at any
time prior to the close of business on the Repurchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section
3.10.

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Repurchase Notice or written notice of withdrawal thereof.

SECTION 3.09 Company's Right to Elect Manner of Payment of Repurchase Price.

         (a) The Securities to be repurchased on any Repurchase Date pursuant to
Section 3.08 may be paid for at the election of the Company, in cash or Common
Stock, subject to the conditions set forth in Sections 3.09(c) and (d). The
Company shall designate, in the Company Repurchase Notice delivered pursuant to
Section 3.09(d), whether the Company will repurchase the Securities for cash or
shares of Common Stock; provided that the Company will pay cash for fractional
interests in shares of Common Stock. For purposes of determining the existence
of potential fractional interests, all Securities subject to repurchase by the
Company held by a holder shall be considered together (no matter how many
separate certificates are to be presented). The Company may not change its
election with respect to the consideration to be paid once the Company has given
its Company Repurchase Notice to holders except pursuant to Section 3.09(c) in
the event of a failure to satisfy, prior to the close of business on the
business day immediately preceding the Repurchase Date, any condition to the
payment of the Repurchase Price in shares of Common Stock.

         At least three business days before each Company Repurchase Notice
Date, the Company shall deliver an Officers' Certificate to the Trustee
specifying:

                                      -20-

            (i) the manner of payment selected by the Company,

            (ii) the information required by Section 3.09(d) in the Company
Repurchase Notice,

            (iii) if the Company elects to pay the Repurchase Price in shares of
Common Stock, that the conditions to such manner of payment set forth in Section
3.09(c) have been or will be complied with, and

            (iv) whether the Company desires the Trustee to give the Company
Repurchase Notice required by Section 3.09(d).

      (b) At the option of the Company, the Repurchase Price of Securities in
respect of which a Repurchase Notice pursuant to Section 3.08 has been given may
be paid by the Company entirely in cash or in shares of Common Stock. The
Company Repurchase Notice, as provided in Section 3.09(d), shall be sent to
holders not less than 30 business days prior to such Repurchase Date (the
"Company Repurchase Notice Date").

      (c) At the option of the Company, the Repurchase Price of Securities in
respect of which a Repurchase Notice pursuant to Section 3.08 has been given may
be paid by the Company by the issuance of a number of shares of Common Stock
equal to the quotient obtained by dividing the Repurchase Price by 97.5% of the
average of the Closing Sale Price of the shares of Common Stock for the
twenty-trading day period immediately preceding and ending on the third business
day prior to the applicable Repurchase Date, appropriately adjusted to take into
account the occurrence, during the period commencing on the first of the trading
days during the twenty-trading day period and ending on the Repurchase Date, of
any event described in Section 11.06, subject to the next succeeding paragraph.

      The Company will not issue fractional shares of Common Stock in payment of
the Repurchase Price. Instead, the Company will pay cash based on the Closing
Sale Price on the trading day immediately preceding the Repurchase Date for all
fractional shares. It is understood that if a holder elects to have more than
one Security purchased, the number of shares of Common Stock shall be based on
the aggregate principal amount of Securities to be purchased.

      The Company's right to exercise its election to purchase Securities
through the issuance of shares of Common Stock shall be conditioned upon:

            (i) the Company's giving a timely Company Repurchase Notice
containing an election to purchase the Securities with shares of Common Stock as
provided herein;

            (ii) the registration of such shares of Common Stock under the
Securities Act and the Exchange Act, if required;

            (iii) the listing of such shares of Common Stock on a United States
national securities exchange or the quotation of such shares of Common Stock on
an interdealer quotation system of any registered United States national
securities association, in each case, if the Common Stock is then listed on a
national securities exchange or quoted in an inter-dealer quotation system;

            (iv) any necessary qualification or registration of such shares of
Common Stock under applicable state securities laws or the availability of an
exemption from such qualification and registration; and


                                      -21-

            (v) the receipt by the Trustee of (1) an Officers' Certificate,
stating that the conditions to the issuance of the shares of Common Stock have
been satisfied and (2) an Opinion of Counsel to the effect that the shares of
Common Stock to be issued by the Company in payment of the Repurchase Price in
respect of the Securities have been duly authorized and, when issued and
delivered pursuant to the terms of this Indenture in payment of the Repurchase
Price in respect of the Securities, will be validly issued, fully paid and
non-assessable and, to the best of such counsel's knowledge, free from
preemptive rights under applicable state law or known material contracts.

      Such Officers' Certificate shall also set forth the number of shares of
Common Stock to be issued for each $1,000 principal amount of Securities and the
Closing Sale Price of a share of Common Stock on each trading day during the
period commencing on the twentieth trading day immediately preceding but ending
on the third business day prior to the applicable Repurchase Date. If the
foregoing conditions are not satisfied prior to the close of business on the
last day prior to the Repurchase Date and the Company has elected to repurchase
the Securities through the issuance of shares of Common Stock, the Company shall
pay the entire Repurchase Price of the Securities in cash.

      Promptly after determination of the actual number of shares of Common
Stock to be issued upon repurchase of Securities, the Company shall be required
to disseminate a press release through Dow Jones & Company, Inc. or Bloomberg
Business News containing this information or publish the information on the
Company's website or through such other public medium as the Company may use at
that time.

      (d) In connection with any repurchase of Securities, the Company shall, no
less than 30 business days prior to each Repurchase Date, give notice to holders
(with a copy to the Trustee) setting forth information specified in this Section
3.09(d) (the "Company Repurchase Notice").

      Each Company Repurchase Notice shall:

            (i) state the Repurchase Price and the Repurchase Date to which the
Company Repurchase Notice relates;

            (ii) state whether the Repurchase Price will be paid in cash or
shares of Common Stock;

            (iii) if shares of Common Stock will be used to pay the Repurchase
Price, state:

                  (1) the method for valuing the shares of Common Stock to be
                  delivered in connection with the repurchase; and

                  (2) that holders of the Securities will bear the market risk
                  with respect to the value of the shares of Common Stock to be
                  delivered from the date the number of shares is determined;

            (iv) include a form of Repurchase Notice;

            (v) state the Conversion Rate and Conversion Price;

            (vi) state the name and address of the Conversion Agent;

            (vii) state that Securities must be surrendered to the Paying Agent
to collect the Repurchase Price;


                                      -22-

            (viii) if the Securities are then convertible, state that Securities
as to which a Repurchase Notice has been given may be converted only if the
Repurchase Notice is withdrawn in accordance with the terms of this Indenture;
and

            (ix) state the CUSIP number of the Securities.

      Company Repurchase Notices may be given by the Company or, at the
Company's request, the Trustee shall give such Company Repurchase Notice in the
Company's name and at the Company's expense.

      (e) All shares of Common Stock delivered upon repurchase of the Securities
shall be newly issued shares or treasury shares, shall be duly authorized,
validly issued, fully paid and nonassessable and shall be free from preemptive
rights and free of any lien or adverse claim created by the Company.

      (f) If a holder of a repurchased Security is paid in shares of Common
Stock, the Company shall pay any documentary, stamp or similar issue or transfer
tax due on such issue of Common Stock. However, the holder shall pay any such
tax which is due because the holder requests the Common Stock to be issued in a
name other than the holder's name. The Paying Agent may refuse to deliver the
certificates representing the shares of Common Stock being issued in a name
other than the holder's name until the Paying Agent receives a sum sufficient to
pay any tax which will be due because the shares of Common Stock are to be
issued in a name other than the holder's name. Nothing herein shall preclude any
income tax withholding required by applicable law or regulations.

      (g) The Company will comply with the provisions of Rule 13e-4 and any
other tender offer rules under the Exchange Act to the extent then applicable in
connection with the repurchase rights of the holders of Securities.

SECTION 3.10 Effect of Repurchase Notice.

      Upon receipt by the Paying Agent of the Repurchase Notice specified in
Section 3.08, the holder of the Security in respect of which such Repurchase
Notice was given shall (unless such Repurchase Notice is validly withdrawn)
thereafter be entitled to receive solely the Repurchase Price with respect to
such Security. Such Repurchase Price shall be paid to such holder, subject to
receipt of funds and/or Securities by the Paying Agent, promptly following the
later of (a) the Repurchase Date with respect to such Security (provided the
holder has satisfied the conditions in Section 3.08) and (b) the time of
delivery or book-entry transfer of such Security to the Paying Agent by the
holder thereof in the manner required by Section 3.08. Securities in respect of
which a Repurchase Notice has been given by the holder thereof may not be
converted pursuant to Article 11 hereof on or after the date of the delivery of
such Repurchase Notice unless such Repurchase Notice has first been validly
withdrawn.

      A Repurchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Paying Agent in accordance with the
Repurchase Notice at any time prior to the close of business on the Repurchase
Date, specifying:

            (i) the certificate numbers, if any, of the Security in respect of
which such notice of withdrawal is being submitted, or the appropriate
Depositary information if the Security in respect of which such notice of
withdrawal is being submitted is represented by a Global Security,


                                      -23-

            (ii) the principal amount of the Security with respect to which such
notice of withdrawal is being submitted, and

            (iii) the principal amount, if any, of such Security which remains
subject to the original Repurchase Notice and which has been or will be
delivered for purchase by the Company.

      A written notice of withdrawal of a Repurchase Notice may be in the form
set forth in the preceding paragraph or may be in the form of a conditional
withdrawal contained in a Repurchase Notice pursuant to the terms of Section
3.08(a)(i)(4).

SECTION 3.11 Deposit of Repurchase Price.

      Prior to 10:00 a.m. New York City Time on the business day following the
Repurchase Date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary or an Affiliate of either of them is acting as the
Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an
amount of cash (in immediately available funds if deposited on such business
day) or Common Stock, if permitted hereunder, sufficient to pay the aggregate
Repurchase Price of all the Securities or portions thereof that are to be
purchased as of the Repurchase Date.

      As soon as practicable after the Repurchase Date the Company shall deliver
to each holder of Securities entitled to receive shares of Common Stock through
the Paying Agent, a certificate for the number of full shares of Common Stock
issuable in payment of the Repurchase Price and cash in lieu of any fractional
interests. The person in whose name the certificate for the shares of Common
Stock is registered shall be treated as a holder of record of Common Stock on
the business day following the Repurchase Date. No payment or adjustment will be
made for dividends on the shares of Common Stock the record date for which
occurred on or prior to the Repurchase Date.

SECTION 3.12 Securities Repurchased in Part.

      Upon presentation of any Security repurchased only in part, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder thereof, at the expense of the Company, a new Security or
Securities, of any authorized denomination, in aggregate principal amount equal
to the unrepurchased portion of the Securities presented.

SECTION 3.13 Repayment to the Company.

      The Paying Agent shall return to the Company any cash or shares of Common
Stock that remain unclaimed after a period of two years, together with interest
or dividends, if any, thereon, held by it for the payment of the Repurchase
Price; provided, however, that the Company, or the Trustee at the written
request and expense of the Company, shall have first caused notice of such
payment to the Company to be mailed to each holder of Securities entitled
thereto no less than 30 days prior to such payment and all liability of the
Trustee and the Paying Agent shall thereupon cease with respect to such monies
and the holder of any of the Securities shall thereafter look only to the
Company for any payment which such holder may be entitled to collect unless an
applicable abandoned property law designates another person. To the extent that
the aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.11 exceeds the aggregate Repurchase Price of the
Securities or portions thereof which the Company is obligated to purchase as of
the Repurchase Date, then, unless otherwise agreed in writing with the Company,
promptly after the business day following the Repurchase Date, the Paying Agent
shall return any such excess to the Company together with interest or dividends,
if any, thereon.


                                      -24-

SECTION 3.14 Redemption of Securities at Option of the Holder Upon Fundamental
Change.

      (a) If there shall occur a Fundamental Change at any time prior to the
Maturity Date, then each holder of Securities shall have the right, at such
holder's option, to require the Company to redeem all of such holder's
Securities, or any portion thereof that is a multiple of $1,000 principal
amount, on the date (the "Fundamental Change Redemption Date") that is thirty
days after the date of the Fundamental Change Notice (as defined in Section
3.14(b)) (or, if such 30th day is not a business day, the next succeeding
business day) at a redemption price (the "Fundamental Change Redemption Price")
equal to 100% of the principal amount thereof, together with accrued interest
and any Additional Amounts to, but excluding, the Fundamental Change Redemption
Date; provided that if such Fundamental Change Redemption Date is an Interest
Payment Date, then the interest payable on such Interest Payment Date shall be
paid to the holders of record of the Securities on the applicable Regular Record
Date instead of the holders surrendering the Securities for redemption on such
date.

      Upon presentation of any Security redeemed in part only, the Company shall
execute and, upon written order of the Company signed by an Officer, the Trustee
shall authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Security or Securities, of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of
the Securities presented.

      (b) On or before the tenth day after the occurrence of a Fundamental
Change, the Company or at its written request (which must be received by the
Trustee at least five business days prior to the date the Trustee is requested
to give notice as described below, unless the Trustee shall agree in writing to
a shorter period), the Trustee, in the name of and at the expense of the
Company, shall mail or cause to be mailed to all holders of record on the date
of the Fundamental Change a notice (the "Fundamental Change Notice") of the
occurrence of such Fundamental Change and of the redemption right at the option
of the holders arising as a result thereof. Such notice shall be mailed in the
manner and with the effect set forth in Section 3.03 (without regard for the
time limits set forth therein). If the Company shall give such notice, the
Company shall also deliver a copy of the Fundamental Change Notice to the
Trustee at such time as it is mailed to the holders of Securities.

      Each Fundamental Change Notice shall specify:

            (i) the circumstances constituting the Fundamental Change;

            (ii) the redemption right at the option of the holders arising as a
result of the Fundamental Change;

            (iii) the Fundamental Change Redemption Date;

            (iv) the Fundamental Change Redemption Price;

            (v) that the holder must exercise the redemption right on or prior
to the close of business on the Fundamental Change Redemption Date (the
"Fundamental Change Expiration Time");

            (vi) that the holder shall have the right to withdraw any Securities
surrendered prior to the Fundamental Change Expiration Time;


                                      -25-

            (vii) a description of the procedure which a holder must follow to
exercise such redemption right and to withdraw any surrendered Securities;

            (viii) the place or places where the holder is to surrender such
holder's Securities;

            (ix) the amount of interest and any Additional Amounts accrued on
each Security to (but excluding) the Fundamental Change Redemption Date; and

            (x) the CUSIP number or numbers of the Securities.

      No failure of the Company to give the foregoing notices and no defect
therein shall limit the holders' redemption rights or affect the validity of the
proceedings for the redemption of the Securities pursuant to this Section 3.14.

      (c) For a Security, other than a Global Security, to be so redeemed at the
option of the holder, the Company must receive at the office or agency of the
Company maintained for that purpose or, at the option of such holder, the
Corporate Trust Office, a written notice electing repayment upon a Fundamental
Change stating:

            (i) the certificate number of the Security which the holder will
deliver to be purchased;

            (ii) the portion of the principal amount of the Security which the
holder will deliver to be purchased, which portion must be $1,000 or an integral
multiple thereof; and

            (iii) that such Security shall be purchased pursuant to the terms
and conditions specified in paragraph 6 of the Securities,

together with such Securities duly endorsed for transfer, on or before the
Fundamental Change Expiration Time. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Security for
redemption shall be determined by the Company, whose determination shall be
final and binding absent manifest error.

      (d) Prior to 10:00 am, New York City Time, on the business day following
the Fundamental Change Redemption Date, the Company will deposit with the Paying
Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is
acting as Paying Agent, shall segregate and hold in trust as provided in Section
2.04) an amount of money sufficient to redeem on the Fundamental Change
Redemption Date all the Securities to be redeemed on such date at the
Fundamental Change Redemption Price; provided that, if such payment is made on
the Fundamental Change Redemption Date, it must be received by the Paying Agent
by 10:00 a.m., New York City time, on such date. Payment for Securities
surrendered for redemption (and not withdrawn) prior to the Fundamental Change
Expiration Time will be made promptly (but in no event more than five business
days) following the Fundamental Change Redemption Date by mailing checks for the
amount payable to the holders of such Securities entitled thereto as they shall
appear in the Register. The Paying Agent shall return to the Company any cash
that remains unclaimed after a period of two years, together with interest or
dividends, if any, thereon, held by it for the payment of the Fundamental Change
Redemption Price; provided, however, that the Company, or the Trustee at the
written request and expense of the Company, shall have first caused notice of
such payment to the Company to be mailed to each holder of Securities entitled
thereto no less than 30 days prior to such payment and all liability of the
Trustee and the Paying Agent shall thereupon cease with


                                      -26-

respect to such monies and the holder of any of the Securities shall thereafter
look only to the Company for any payment which such holder may be entitled to
collect unless an applicable abandoned property law designates another person.
The Paying Agent shall as promptly as practicable return to the Company any
money, together with interest or dividends thereon, if any, not required for
that purpose because of conversion of Securities pursuant to Article 11. If such
money is then held by the Company in trust and is not required for such purpose
it shall be discharged from such trust.

      (e) In the case of a reclassification, change, consolidation, merger,
combination, sale or conveyance to which Section 11.14 applies, in which the
Common Stock of the Company is changed or exchanged as a result into the right
to receive stock, securities or other property or assets (including cash), which
includes shares of Common Stock of the Company or shares of common stock of
another person that are, or upon issuance will be, traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such stock, securities or other property or
assets (including cash) (as determined by the Company, which determination shall
be conclusive and binding), then the person formed by such consolidation or
resulting from such merger or which acquires such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture (accompanied
by an Opinion of Counsel that such supplemental indenture complies with the TIA
as in force at the date of execution of such supplemental indenture) modifying
the provisions of this Indenture relating to the right of holders of the
Securities to cause the Company to repurchase the Securities following a
Fundamental Change, including without limitation the applicable provisions of
this Section 3.14 and the definitions of Common Stock and Fundamental Change, as
appropriate, as determined in good faith by the Company (which determination
shall be conclusive and binding), to make such provisions apply to such other
person if different from the Company and the common stock issued by such person
(in lieu of the Company and the Common Stock of the Company).

      (f) The Company will comply with the provisions of Rule 13e-4 and any
other tender offer rules under the Exchange Act to the extent then applicable in
connection with the redemption rights of the holders of Securities in the event
of a Fundamental Change.

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01 Payment of Securities.

      The Company shall pay the principal of, premium, if any, interest and
Additional Amounts, if any, on the Securities on the dates and in the manner
provided in the Securities. Principal of, premium, interest, Additional Amounts,
Make Whole Payment, Redemption Price, Repurchase Price or Fundamental Change
Redemption Price, as the case may be, shall be considered paid on the date due
if the Trustee or Paying Agent holds as of 10:00 a.m., New York City time, on
such date immediately available funds designated for and sufficient to pay all
principal of, premium, if any, interest, Additional Amounts, if any, Make Whole
Payment, Redemption Price, Repurchase Price or Fundamental Change Redemption
Price then due.

      To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on (i)
overdue principal of, premium, if any, Make Whole


                                      -27-

Payment, Redemption Price, Repurchase Price or Fundamental Change Redemption
Price, at the rate borne by the Securities, compounded semiannually; and (ii)
overdue installments of interest and Additional Amounts, if any, (without regard
to any applicable grace period) at the same rate, compounded semiannually.

SECTION 4.02 Commission Reports.

      The Company shall comply with TIA Section 314(a). Delivery of such
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 Officers'
Certificates).

SECTION 4.03 Compliance Certificate.

      The Company shall deliver to the Trustee within 120 days after the end of
each fiscal year of the Company, an Officers' Certificate, one of the signers of
which shall hold the equivalent position of principal executive, principal
financial or principal accounting officer of the Company, stating that a review
of the activities of the Company and its subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has fully performed its obligations
under this Indenture and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge, the Company is not in
Default in the performance or observance of any of the terms and conditions
hereof (or, if any Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge)
and, that to the best of his or her knowledge, no event has occurred and remains
in existence by reason of which payments on account of the principal of,
premium, if any, interest or Additional Amounts, if any, on the Securities are
prohibited (or, if any such event shall have occurred, describing all such
events of which he or she may have knowledge).

      The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

SECTION 4.04 Maintenance of Office or Agency.

      The Company shall maintain or cause to be maintained the office or agency
required under Section 2.03. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency maintained by the Trustee. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, presentations, surrenders, notices and demands with
respect to the Securities may be made or served at the Corporate Trust Office of
the Trustee.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designation.


                                      -28-

SECTION 4.05 Continued Existence.

      Subject to Article 8, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and franchises; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Board of
Directors in good faith shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the holders of
Securities.

SECTION 4.06 Appointments to Fill Vacancies in Trustee's Office.

      The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 4.07 Stay, Extension and Usury Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter enforced, that may affect the Company's
obligation to pay any principal of, premium, if any, interest, Additional
Amounts, if any, Make Whole Payment, Redemption Price, Repurchase Price or
Fundamental Change Redemption Price due on the Securities; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law insofar as such law applies to the Securities, and
covenants that it shall not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been enacted.

SECTION 4.08 Taxes.

      The Company shall, and shall cause each of its subsidiaries to, pay prior
to delinquency all taxes, assessments and government levies; provided, however,
that the Company shall not be required to pay or cause to be paid any such tax,
assessment or levy (a) if the failure to do so will not, in the aggregate, have
a material adverse impact on the Company and its subsidiaries taken as a whole,
or (b) if the amount, applicability or validity is being contested in good faith
by appropriate proceedings.

SECTION 4.09 Additional Amounts Notices.

      In the event that the Company is required to pay Additional Amounts to
holders of Securities pursuant to the Registration Rights Agreement, the Company
will provide written notice (the "Additional Amounts Notice") to the Trustee of
its obligation to pay Additional Amounts no later than fifteen days prior to the
proposed payment date set for any payment of Additional Amounts, and the
Additional Amounts Notice shall set forth the amount of Additional Amounts to be
paid. The Trustee shall not be under any duty or responsibility to any holder of
Securities to determine the Additional Amounts, or with respect to the nature,
extent, or calculation of the amount of Additional Amounts when made, or with
respect to the method employed in such calculation of the Additional Amounts.


                                      -29-

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01 When the Company May Merge, Etc.

      The Company may not, in a single transaction or series of related
transactions, consolidate or merge with or into or effect a share exchange with
(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 to, any person as an entirety or substantially as an
entirety unless:

      (a) either:

            (i) the Company shall be the continuing corporation; or

            (ii) the person formed by or surviving any such consolidation or
share exchange or into which the Company is merged (if other than the Company)
or the person which acquires by sale, assignment, transfer, lease, conveyance or
other disposition the properties and assets of the Company as an entirety or
substantially:

                  (1) shall be a corporation, partnership, limited liability
                  corporation or trust organized under the laws of the United
                  States or any State thereof or the District of Columbia; and

                  (2) shall expressly assume, by supplemental indenture in form
                  reasonably satisfactory to the Trustee, executed and delivered
                  to the Trustee, the due and punctual payment of the principal
                  of, and premium, if any, and interest and Additional Amounts,
                  if any, on all of the Securities and the performance of every
                  covenant of the Securities and this Indenture and the
                  Registration Rights Agreement on the part of the Company to be
                  performed or observed, including, without limitation,
                  modifications to rights of holders to cause the repurchase of
                  Securities upon a Fundamental Change in accordance with
                  Section 3.14(e) and conversion rights in accordance with
                  Section 11.14 to the extent required by such Sections;

      (b) in all cases, immediately after giving effect to such transaction no
Default and no Event of Default and no event that, after notice or lapse of time
or both, would become an Event of Default shall have occurred and be continuing;
and

      (c) if a supplemental indenture is to be executed in connection with such
consolidation, merger, share exchange, sale, assignment, transfer, lease,
conveyance or other disposition, the Company or such person shall have delivered
to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such transaction complies with this provision of this Indenture and that
all conditions precedent in this Indenture relating to such transaction have
been satisfied.

      For purposes of this Section 5.01, the transfer (by lease, assignment,
sale, conveyance or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more subsidiaries of the Company, the capital stock of which constitutes all or


                                      -30-

substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

SECTION 5.02 Successor Corporation Substituted.

      Upon any such consolidation, merger, share exchange, sale, assignment,
transfer, lease, conveyance or other disposition in accordance with Section
5.01, the successor person formed by such consolidation, or share exchange or
into which the Company is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made will succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company therein, and thereafter (except in the case of a sale, assignment,
transfer, lease, conveyance or other disposition) the predecessor corporation
will be relieved of all further obligations and covenants under this Indenture
and the Securities.

SECTION 5.03 Purchase Option on Fundamental Change.

      This Article 5 does not affect the obligations of the Company (including
without limitation any successor to the Company) under Section 3.14.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

      "Event of Default," wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article 12 or be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

      (a) default in the payment of the principal of (or premium, if any, on)
any Security at the Maturity Date; or

      (b) default in the payment of any interest and any Additional Amount on
any Security when it becomes due and payable, and continuance of such default
for a period of 30 days; or

      (c) failure to comply with or observe in any material respect any covenant
or warranty of the Company in this Indenture (other than a covenant or warranty
a Default in whose performance or whose breach is elsewhere in this Section 6.01
specifically dealt with), and continuance of such failure to comply with or
observe for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the holders of at least 25% in aggregate principal amount of the outstanding
Securities a written notice specifying such failure to observe or comply with
and requiring it to be remedied; or

      (d) default in the payment of the Redemption Price, Repurchase Price or
Fundamental Change Redemption Price (including any accrued and unpaid interest
or Additional Amount or Make Whole Payment) when the it becomes due and payable;
or


                                      -31-

      (e) failure to provide timely notice of any Fundamental Change in
accordance with Section 3.14(b); or

      (f) a default or defaults under any bond(s), debenture(s), note(s) or
other evidence(s) of Indebtedness by the Company or any Restricted Subsidiary of
the Company or under any mortgage(s), indenture(s) or instrument(s) under which
there may be issued or by which there may be secured or evidenced any
Indebtedness of such type by the Company or any such Restricted Subsidiary with
a principal amount then outstanding, individually or in the aggregate, in excess
of $5 million, whether such Indebtedness now exists or shall hereafter be
created, which default or defaults shall constitute a failure to pay any portion
of the principal of such Indebtedness at final maturity after the expiration of
any applicable grace period with respect thereto or shall have resulted in such
Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable; or

      (g) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or any Restricted
Subsidiary of the Company in an involuntary case or proceeding under any
applicable Bankruptcy Law or (B) a decree or order adjudging the Company or any
such Restricted Subsidiary as bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company or any such Restricted Subsidiary under any
applicable Bankruptcy Law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any
such Restricted Subsidiary or of any substantial part of the property of the
Company or any such Restricted Subsidiary, or ordering the winding up or
liquidation of the affairs of the Company or any such Restricted Subsidiary, and
the continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive days; or

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

SECTION 6.02 Acceleration.

      If an Event of Default (other than an Event of Default with respect to the
Company specified in Sections 6.01(g) or (h)) occurs and is continuing, then and
in every such case the Trustee, by written notice to the Company, or the holders
of at least 25% in aggregate principal amount of the then outstanding
Securities, by written notice to the Company and the Trustee, may declare the
unpaid


                                      -32-

principal of, premium, if any, and accrued and unpaid interest and Additional
Amounts, if any, on all the Securities to be due and payable. Upon such
declaration such principal amount, premium, if any, and accrued and unpaid
interest and Additional Amounts, if any, shall become immediately due and
payable, notwithstanding anything contained in this Indenture or the Securities
to the contrary. If any Event of Default with respect to the Company specified
in Sections 6.01(g) or (h) occurs, all unpaid principal of and premium, if any,
and accrued and unpaid interest and Additional Amounts, if any, on the
Securities then outstanding shall become automatically due and payable, without
any declaration or other act on the part of the Trustee or any holder of
Securities.

      The holders of a majority in aggregate principal amount of the Securities
then outstanding may, on behalf of the holders of all of the Securities, waive
an existing Default or Event of Default and its consequences, except a Default
or Event of Default in the payment of principal of, premium, if any, interest
and Additional Amounts, if any, on the Securities (other than the nonpayment of
principal of, premium, if any, interest and Additional Amounts, if any, on the
Securities which has become due solely by virtue of an acceleration that has
been duly rescinded as provided above) or in respect of a covenant or provision
of this Indenture that cannot be modified or amended without the consent of all
holders of the Securities. No such rescission shall affect any subsequent or
other Default or Event of Default or impair any right consequent thereto.

SECTION 6.03 Other Remedies.

      If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, or interest or Additional Amounts, if applicable,
on the Securities or to enforce the performance of any provision of the
Securities or this Indenture. The Trustee may maintain a proceeding even if it
does not possess any of the Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any holder of a Security in
exercising any right or remedy occurring 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.

      The holders of a majority in aggregate principal amount of the Securities
then outstanding may, on behalf of the holders of all of the Securities, waive
an existing Default or Event of Default and its consequences, except a Default
or Event of Default in the payment of principal of, premium, if any, interest
and Additional Amounts, if any, on the Securities (other than the nonpayment of
principal of, premium, if any, interest and Additional Amounts, if any, on the
Securities which has become due solely by virtue of an acceleration that has
been duly rescinded as provided above) or in respect of a covenant or provision
of this Indenture that cannot be modified or amended without the consent of all
holders of the Securities. No such rescission shall affect any subsequent or
other Default or Event of Default or impair any right consequent thereto.

SECTION 6.05 Control by Majority.

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


                                      -33-

Trustee shall have no duty or obligation (subject to Section 7.01) to ascertain
whether or not such actions of forbearances are unduly prejudicial to such
holders; provided, further, that the Trustee may take any other action the
Trustee deems proper that is not inconsistent with such directions.

SECTION 6.06 Limitation on Suits.

      A holder of Securities may not pursue any remedy with respect to this
Indenture or the Securities unless:

            (i) the holder gives the Trustee written notice of a continuing
Event of Default;

            (ii) the holders of at least 25% in aggregate principal amount of
the then outstanding Securities make a written request to the Trustee to pursue
the remedy;

            (iii) such holder or holders offer and, if requested, provide to the
Trustee indemnity reasonably satisfactory to the Trustee against any loss,
liability or expense;

            (iv) the Trustee does not act on the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

            (v) during such 60-day period the holders of a majority in aggregate
principal amount of the then outstanding Securities do not give the Trustee a
direction inconsistent with the request.

      A holder of Securities 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 of Securities to receive payment of principal of, premium, if any, and
interest and Additional Amounts, if any, on the Securities, on or after the
respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, or to bring
suit for the enforcement of the right to convert the Securities shall not be
impaired or affected without the consent of the holder of Securities.

SECTION 6.08 Collection Suit by Trustee.

      If an Event of Default specified in Sections 6.01(a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal of,
premium, if any, and interest and Additional Amounts, if any, remaining unpaid
on the Securities and interest on overdue principal of, premium, if any, and
interest and Additional Amounts, if any, and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

SECTION 6.09 Trustee May File Proofs of Claim.

      The Trustee may 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 and the
holders of Securities allowed in any judicial proceedings relative to the
Company, its creditors or its property. Nothing contained herein shall be


                                      -34-

deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any holder of Securities any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
holder in any such proceeding.

SECTION 6.10 Priorities.

      Subject to Article 12, if the Trustee collects any money pursuant to this
Article, it shall pay out the money in the following order:

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

            Second: to holders of Securities for amounts due and unpaid on the
            Securities for principal of, premium, if any, and interest and
            Additional Amounts, if any, ratably, without preference or priority
            of any kind, according to the amounts due and payable on the
            Securities for principal of, premium, if any, and interest and
            Additional Amounts, if any, respectively; and

            Third: to the Company.

      Except as otherwise provided in Section 2.12, the Trustee may fix a record
date and payment date for any payment to holders of Securities.

SECTION 6.11 Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit, other than the Trustee, of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a holder pursuant to Section 6.07 or a suit by holders of
more than 10% in aggregate principal amount of the then outstanding Securities.

                                    ARTICLE 7

                                   THE TRUSTEE

      The Trustee hereby accepts the trust imposed upon it by this Indenture and
covenants and agrees to perform the same as herein expressed. Whether or not
herein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Article 7.

SECTION 7.01 Duties of the Trustee.

      (a) If an Event of Default known to a Trust Officer of the Trustee has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture and use


                                      -35-

the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

      (b) Except during the continuance of an Event of Default known to a Trust
Officer of the Trustee:

            (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 any statements, 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 be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).

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

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

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

            (iii) The Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.05.

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

      (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any financial liability in the performance of any of
its duties or the exercise of any of its rights and powers hereunder, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk of liability is not reasonably assured to
it.

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

SECTION 7.02 Rights of the Trustee.

      (a) The Trustee may conclusively rely on and shall be protected in acting
or refraining from acting upon any resolution, Officers' Certificate, Opinion of
Counsel, or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, security or other document believed in good
faith 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 contained therein.


                                      -36-

      (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed). In addition,
before the Trustee acts or refrains from acting, it may require an Officers'
Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such Officers'
Certificate or Opinion of Counsel. The Trustee may consult with counsel of its
selection and the 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 execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through its attorneys and
agents and other persons not regularly in its employ and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.

      (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith without negligence or willful misconduct which it believes to
be authorized or within its discretion, rights or powers.

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

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

      (g) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the holders of Securities pursuant to the provisions of this Indenture,
unless such holders have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred thereby.

      (h) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, security or other document
unless requested in writing to do so by the holders of not less than a majority
in aggregate principal amount of the Securities then outstanding, provided that
if the Trustee determines in its discretion to make any such investigation, then
it shall be entitled, upon reasonable prior notice and during normal business
hours, to examine the books and records and the premises of the Company,
personally or by agent or attorney, and the reasonable expenses of every such
examination shall be paid by the Company or, if paid by the Trustee or any
predecessor Trustee, shall be reimbursed by the Company upon demand.

      (i) The permissive rights of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty, and the Trustee shall not be
answerable for other than its negligence or willful misconduct.

      (j) The Trustee shall not be responsible for the computation of any
adjustment to the Conversion Rate (or Conversion Price) or for any determination
as to whether an adjustment is required and shall not be deemed to have
knowledge of any adjustment unless and until it shall have received the notice
from the Company contemplated by Section 11.11.


                                      -37-

      (k) 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.

      (l) The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

SECTION 7.03 Individual Rights of the Trustee.

      Subject to Sections 7.10 and 7.11, the Trustee in its individual or any
other capacity may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee and may otherwise deal with the
Company or an Affiliate of the Company and receive, collect, hold and retain
collections from the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights.

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 Securities. It shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture. It shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

      If a Default or Event of Default occurs and is continuing and if it is
known to a Trust Officer of the Trustee, the Trustee shall mail to each holder
of Securities a notice of the Default or Event of Default within 90 days after
it occurs. A Default or an Event of Default shall not be considered known to a
Trust Officer of the Trustee unless it is a Default or Event of Default in the
payment of principal of, premium, if any, or interest and Additional Amounts, if
any, when due under Sections 6.01(a), (b) or (d) or a Trust Officer of the
Trustee shall have received notice thereof, in accordance with this Indenture,
from the Company or from the holders of a majority in aggregate principal amount
of the outstanding Securities. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest or Additional
Amounts, if any, on any of the Securities, the Trustee may withhold the notice
if and so long as a committee of its Trust Officers in good faith determines
that withholding the notice is in the interest of the holders of the Securities.

SECTION 7.06 Reports by the Trustee to Holders.

      Within 60 days after the reporting date stated in Section 10.10, the
Trustee shall mail to holders of Securities a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within twelve months preceding the reporting
date, no report need


                                      -38-

be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

      A copy of each report at the time of its mailing to holders of Securities
shall be filed, at the expense of the Company, by the Trustee with the
Commission and each stock exchange or securities market, if any, on which the
Securities are listed or quoted. The Company shall timely notify the Trustee
when the Securities are listed or quoted on any stock exchange or securities
market or of any delisting thereof.

SECTION 7.07 Compensation and Indemnity.

      The Company shall pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation for its acceptance of this Indenture and
its services hereunder as the Company and the Trustee shall from time to time
agree in writing. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by or on behalf of it in addition to the compensation
for its services. Such expenses may include the reasonable compensation,
disbursements and expenses of the Trustee's agents, counsel and other persons
not regularly in its employ.

      The Company shall indemnify each of the Trustee and any predecessor
Trustee against, and defend and hold each of them harmless from, any and all
loss, liability or expense incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture and the
trusts hereunder, including the costs and expenses of defending itself against
or investigating any claim (regardless of whether asserted by the Company, a
holder or any other person) of liability in the premises, except as set forth in
the next paragraph. The Trustee shall notify the Company promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder. The Company shall
defend the claim with counsel designated by the Company, who may be outside
counsel to the Company but shall in all events be reasonably satisfactory to the
Trustee, and the Trustee shall cooperate in the defense. In addition, the
Trustee may retain one separate counsel and, if deemed advisable by such
counsel, local counsel, and the Company shall pay the reasonable fees and
expenses of such separate counsel and local counsel. The indemnification herein
extends to any settlement, provided that the Company will not be liable for any
settlement made without its consent, provided, further, that such consent will
not be unreasonably withheld.

      The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through its own negligence or willful
misconduct.

      The Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee to secure the Company's payment
obligations in this Section 7.07, except that held in trust to pay principal of,
premium, if any, and interest and Additional Amounts, if any, on the Securities.
Such liens and the Company's obligations under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Sections 6.01(g) or (h) 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.


                                      -39-

SECTION 7.08 Replacement of the 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 at any time and be discharged from the trust hereby
created by so notifying the Company. The holders of a majority in aggregate
principal amount of the then outstanding Securities may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

            (i) the Trustee fails to comply with Section 7.10;

            (ii) 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;

            (iii) a custodian under any Bankruptcy Law or public officer takes
charge of the Trustee or its property; or

            (iv) the Trustee becomes incapable of acting.

      If the Trustee resigns, is removed, becomes incapable of acting or if a
vacancy exists in the office of Trustee for any reason, the Company shall
promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the holders of a majority in aggregate principal amount of
the then outstanding Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

      If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, at the Company's
expense, the Company or the holders of at least 10% in aggregate principal
amount of the then outstanding Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
holders of Securities. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided that all sums owing to
the retiring Trustee hereunder have been paid and subject to the lien provided
for in Section 7.07. Notwithstanding the replacement of the Trustee pursuant to
this Section 7.08, the Company's obligations under Section 7.07 shall continue
for the benefit of the retiring Trustee with respect to expenses and liabilities
incurred by it prior to such replacement.

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.


                                      -40-

SECTION 7.09 Successor Trustee by Merger, etc.

      If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business (including the trust
created by this Indenture) to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

SECTION 7.10 Eligibility, Disqualification.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1). The Trustee shall always have a combined capital and
surplus as stated in Section 10.10. The Trustee is subject to TIA Section 310(b)
regarding the disqualification of a trustee upon acquiring a conflicting
interest.

SECTION 7.11 Preferential Collection of Claims Against Company.

      The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship set forth in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                    ARTICLE 8

                           SATISFACTION AND DISCHARGE

SECTION 8.01 Discharge of Indenture.

      When (a) the Company delivers to the Trustee for cancellation all
Securities theretofore authenticated (other than Securities replaced pursuant to
Section 2.07) and not theretofore canceled, or (b) all the Securities not
theretofore canceled or delivered to the Trustee for cancellation have become
due and payable, or are by their terms 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, and the
Company deposits with the Trustee, in trust, the Paying Agent (if the Paying
Agent is not the Company or any of its Affiliates) or the Conversion Agent cash
or, if expressly permitted by the terms of the Securities or this Indenture,
Common Stock sufficient to pay all amounts due and owing or that will become due
and owing on all outstanding Securities (other than Securities replaced pursuant
to Section 2.07) not theretofore canceled or delivered to the Trustee for
cancellation, including principal of, premium, if any, interest and Additional
Amounts, if any, due or to become due to such date of maturity or redemption, as
the case may be, and if in either case the Company also pays, or causes to be
paid, all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect (except as to (i) rights of registration of
transfer, substitution, replacement and exchange and conversion of Securities,
(ii) rights hereunder of holders of Securities to receive payments of principal
of, premium, if any, and interest, and Additional Amounts, if any, on, the
Securities and to receive shares of Common Stock upon conversion of the
Securities, (iii) the obligations under Sections 2.03 and 8.05 hereof and (iv)
the rights, obligations and immunities of the Trustee hereunder), and the
Trustee, on written demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel as required by Section 10.04 and at the
Company's cost and expense, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture; the Company, however, hereby
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred by the Trustee and to


                                      -41-

compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities.

SECTION 8.02 Deposited Monies to be Held in Trust by Trustee.

      Subject to Section 8.04, all monies deposited with the Trustee pursuant to
Section 8.01 shall be held in trust and applied by it to the payment either
directly or through the Paying Agent, to the holders of the particular
Securities for the payment or redemption of which such monies have been
deposited with the Trustee, of all sums due and to become due thereon for
principal of, premium, if any, interest, and Additional Amounts, if any.

SECTION 8.03 Paying Agent to Repay Monies Held.

      Upon the satisfaction and discharge of this Indenture, all monies then
held by any Paying Agent (other than monies held by the Trustee not pursuant to
Section 8.01) shall, upon the Company's written demand, be repaid to it or paid
to the Trustee, and thereupon such Paying Agent shall be released from all
further liability with respect to such monies.

SECTION 8.04 Return of Unclaimed Monies.

      Subject to the requirements of applicable law, any monies deposited with
or paid to the Trustee for payment of the principal of, premium, if any,
interest or Additional Amounts, if any, on the Securities and not applied but
remaining unclaimed by the holders thereof for two years after the date upon
which the principal of, premium, if any, interest or Additional Amounts, if any,
on such Securities, as the case may be, have become due and payable, shall be
repaid to the Company by the Trustee on written demand; provided, however, that
the Company, or the Trustee at the written request and expense of the Company,
shall have first caused notice of such payment to the Company to be mailed to
each holder of Securities entitled thereto no less than 30 days prior to such
payment and all liability of the Trustee shall thereupon cease with respect to
such monies; and the holder of any of the Securities shall thereafter look only
to the Company for any payment which such holder may be entitled to collect
unless an applicable abandoned property law designates another person.

SECTION 8.05 Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 8.02 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 until such time as the Trustee or the Paying Agent is permitted to
apply all such money in accordance with Section 8.02; provided, however, that if
the Company makes any payment of interest or Additional Amounts, if any, on or
principal of any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders thereof to receive such
payment from the money held by the Trustee or Paying Agent.


                                      -42-


                                   ARTICLE 9

                                   AMENDMENTS

SECTION 9.01      Without the Consent of Holders.

      The Company and the Trustee may amend this Indenture or the Securities
without notice to or the consent of any holder of Securities for the purposes
of:

            (i) curing any ambiguity, defect or inconsistency or make any other
changes in the provisions of this Indenture which the Company and the Trustee
may deem necessary or desirable, provided such amendment does not materially and
adversely affect the rights of the holders of Securities under this Indenture or
the Securities;

            (ii) providing for uncertificated Securities in addition to or in
place of certificated Securities;

            (iii) evidencing the succession of another person to the Company and
providing for the assumption by such successor of the covenants and obligations
of the Company hereunder and in the Securities as permitted by Section 5.01;

            (iv) providing for conversion rights of holders of Securities in the
event of consolidation, merger, share exchange or sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company as an entirety or substantially as an
entirety as required to comply with Sections 5.01 and/or 11.14 of this
Indenture;

            (v) reducing the Conversion Price;

            (vi) evidencing and providing for the acceptance of appointment
under this Indenture of a successor Trustee;

            (vii) in exchange for holders of Securities agreeing to waive their
right to require the Company to purchase all or a portion of their Securities on
a specified Repurchase Date, adding additional Repurchase Dates on which holders
of Securities may require the Company to purchase all or a portion of their
Securities at the applicable Repurchase Price and paying such holders of
Securities additional cash payments in connection therewith;

            (viii) making any changes that would provide the holders of the
Securities with any additional rights or benefits or that does not adversely
affect the legal rights under this Indenture of any such holder; or

            (ix) complying with the requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the TIA.

SECTION 9.02 With the Consent of Holders.

      Subject to Section 6.07, the Company and the Trustee may amend this
Indenture or the Securities with the written consent of the holders of at least
a majority in aggregate principal amount of the then outstanding Securities
(including consents obtained in connection with a tender offer or exchange offer
for Securities).



                                     -43-

      Subject to Sections 6.04 and 6.07, the holders of a majority in aggregate
principal amount of the Securities then outstanding (including consents obtained
in connection with a tender offer or exchange offer for Securities) may also
waive compliance in a particular instance by the Company with any provision of
this Indenture or the Securities.

      However, without the consent of each holder of Securities affected, an
amendment or waiver under this Section may not (with respect to any Securities
held by a non-consenting holder):

            (i) reduce the principal amount of Securities whose holders must
consent to an amendment, supplement or waiver;

            (ii) reduce the principal of, or premium on, or change the fixed
maturity of any Security or, except as permitted pursuant to clauses (i), (vii),
(viii) or (ix) of Section 9.01, alter the redemption or repurchase provisions in
a manner adverse to the holders of Securities;

            (iii) reduce the Redemption Price, Repurchase Price or Fundamental
Change Redemption Price due with respect to any Security;

            (iv) reduce the rate of, or change the time for payment of,
interest, including defaulted interest, or Additional Amounts on any Security;

            (v) waive a Default or Event of Default in the payment of principal
of, premium, if any, or interest or Additional Amounts, if any, on the
Securities (except a rescission of acceleration of the Securities by the holders
of at least a majority in aggregate principal amount of the Securities then
outstanding and a waiver of the payment default that resulted from such
acceleration);

            (vi) make the principal of, or premium, if any, or interest or
Additional Amounts, if any, on any Security payable in money or securities other
than as provided for herein and in the Securities;

            (vii) make any change in the provisions of this Indenture relating
to the rights of holders of Securities to receive payments of principal of,
premium, if any, or interest or Additional Amounts, if any, on the Securities;

            (viii) waive a Fundamental Change with respect to any Securities;

            (ix) increase the Conversion Price or, except as permitted herein
(including Sections 9.01(i), (iv) and (v)) or in the Securities, modify the
provisions contained herein relating to conversion of the Securities in a manner
adverse to the holders thereof; or

            (x) make any change to the abilities of holders of Securities to
enforce their rights hereunder or the provisions of clauses (i) through (ix) of
this Section 9.02.

      To secure a consent of the holders of Securities under this Section, it
shall not be necessary for such holders 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 or waiver under this Section becomes effective, the
Company shall mail to holders of Securities a notice briefly describing the
amendment or waiver.



                                     -44-

SECTION 9.03 Compliance with the Trust Indenture Act.

      Every amendment to this Indenture or the Securities shall be set forth in
a supplemental indenture that complies with the TIA as then in effect.

SECTION 9.04 Revocation and Effect of Consents.

      Until an amendment or waiver becomes effective, a consent to it by a
holder of Securities is a continuing consent by the holder and every subsequent
holder of Securities or portion of Securities that evidences the same debt as
the consenting holder's Security, even if notation of the consent is not made on
any Security. However, any such holder or subsequent holder may revoke the
consent as to his or her Security or portion of Securities if the Trustee
receives the notice of revocation before the date on which the Trustee receives
an Officers' Certificate certifying that the holders of the requisite principal
amount of Securities have consented to the amendment or waiver.

      The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the holders of Securities entitled to consent to any
amendment or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those persons who were
holders of Securities at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such amendment or waiver
or to revoke any consent previously given, whether or not such persons continue
to be holders after such record date. No consent shall be valid or effective for
more than 90 days after such record date unless consents extending such period
shall have also have been given by holders of the principal amount of Securities
required hereunder for such amendment or waiver and not revoked within such
90-day period.

      After an amendment or waiver becomes effective it shall bind every holder
of Securities, unless it is of the type described in clauses (i) through (x) of
Section 9.02. In such case, the amendment or waiver shall bind each holder of
Securities who has consented to it and every subsequent holder of Securities or
portion of Securities that evidences the same debt as the consenting holder's
Security.

SECTION 9.05      Notation on or Exchange of Securities.


      Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 9 may, and shall if required by
the Trustee, bear a notation in the form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Company and the Trustee, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for outstanding Securities without charge to the holders of the
Securities, except as specified in Section 2.06.

SECTION 9.06 Trustee Protected.

      The Trustee shall sign any amendment or supplemental indenture authorized
pursuant to this Article 9 if such amendment or supplemental indenture does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If such amendment or supplemental indenture does adversely affect the rights,
duties, liabilities or immunities of the Trustee, the Trustee may, but need not,
sign it. In signing such amendment or supplemental indenture, the Trustee shall
receive, and shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that such amendment or
supplemental indenture is authorized or permitted by this Indenture, that it is
not


                                     -45-

inconsistent herewith, and that it will be valid and binding upon the Company in
accordance with its terms.

                                   ARTICLE 10

                               GENERAL PROVISIONS

SECTION 10.01 Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), such duties imposed by such section of the
TIA shall control. If any provision of this Indenture expressly modifies or
excludes any provision of the TIA that may be so modified or excluded, the
Indenture provision so modifying or excluding such provision of the TIA shall be
deemed to apply.

SECTION 10.02     Notices.


      Any notice or communication by the Company or the Trustee to the other is
duly given if in writing and delivered in person or mailed by first-class mail,
with postage prepaid (registered or certified, return receipt requested), or
sent by facsimile or overnight air couriers guaranteeing next day delivery, to
the other's address as stated in Section 10.10. The Company or the Trustee by
notice to the other may designate additional or different addresses for
subsequent notices or communications.

      All notices and communications (other than those sent to holders of
Securities) shall be deemed to have been duly given at the time delivered by
hand, if personally delivered; five business days after being deposited in the
mail, postage prepaid, if mailed; when transmission is confirmed, if transmitted
by facsimile; and the next business day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

      Any notice or communication to a holder of Securities shall be mailed by
first-class mail, with postage prepaid, to his or her address shown on the
Register kept by the Registrar. Failure to mail a notice or communication to a
holder or any defect in it shall not affect its sufficiency with respect to
other holders.

      If a notice or communication to a holder of Securities is sent in the
manner provided above within the time prescribed, it is duly given, whether or
not the addressee receives it.

      If the Company sends a notice or communication to holders of Securities,
it shall send a copy to the Trustee and each Agent at the same time.

      All notices or communications shall be in writing.

SECTION 10.03 Communication by Holders With Other Holders.

      Holders may communicate pursuant to TIA Section 312(b) with other holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar, the Paying Agent and the Conversion Agent
shall have the protection of TIA Section 312(c).

                                      -46-

SECTION 10.04 Certificate and Opinion as to Conditions Precedent.


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

            (i) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05) stating that, in the opinion of such person, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

            (ii) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05) stating that, in the opinion of such counsel, all such conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with.

SECTION 10.05 Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall include:

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

            (ii) 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;

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

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

      Any Officers' Certificate may be based, insofar as it relates to legal
matters, upon an Opinion of Counsel, unless such Officer knows that the opinion
with respect to the matters upon which his or her certificate may be based as
aforesaid is erroneous. Any Opinion of Counsel may be based, insofar as it
relates to factual matters, upon certificates (including an Officers'
Certificate), statements or opinions of, or representations by an officer or
officers of the Company, or other persons or firms deemed appropriate by such
counsel, unless such counsel knows that the certificates, statements or opinions
or representations with respect to the matters upon which his or her opinion may
be based as aforesaid are erroneous.

      Any Officers' Certificate, statement or Opinion of Counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or
representation by an accountant (who may be an employee of the Company), or firm
of accountants, unless such Officer or counsel, as the case may be, knows that
the certificate or opinion or representation with respect to the accounting
matters upon which his or her certificate, statement or opinion may be based as
aforesaid is erroneous.



                                      -47-

SECTION 10.06 Rules by Trustee and Agents.

      The Trustee may make reasonable rules for action by, or a meeting of,
holders of Securities. The Registrar, the Conversion Agent or the Paying Agent
may make reasonable rules and set reasonable requirements for its functions.

SECTION 10.07 Legal Holidays.

      A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in The City of New York are authorized or required by law,
regulation or executive order to close, and a "business day" is any day that is
not a Legal Holiday. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If any date
specified in this Indenture, including, without limitation, a Redemption Date
under Paragraph 5 of the Securities, is a Legal Holiday, then such date shall be
the next succeeding business day.

SECTION 10.08 No Recourse Against Others.

      No director, officer, employee, stockholder or Affiliate, as such, of the
Company from time to time shall have any liability for any obligations of the
Company under the Securities 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 a Security waives and releases all such liability. This waiver and
release are part of the consideration for the Securities. Each of such
directors, officers, employees, stockholders and Affiliates is a third party
beneficiary of this Section 10.08.

SECTION 10.09 Counterparts.

      This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

SECTION 10.10 Other Provisions.

      The Company initially appoints the Trustee as Paying Agent, Registrar and
Conversion Agent. The reporting date for Section 7.06 is May 15 of each year.
The first reporting date is the May 15 following the issuance of Securities
hereunder.

      The Trustee shall always have, or shall be a Subsidiary of a bank or bank
holding company which has, a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition.

      The Company's address is:

            Western Wireless Corporation
            3650 131st Avenue, SE, Suite 400
            Bellevue, Washington 98006
            Attention:  Chief Financial Officer
            Facsimile:  (425) 586-8010

      The Trustee's address is:

                                      -48-

            The Bank of New York
            101 Barclay Street, Floor 8 West
            New York, New York 10286
            Attention:  Corporate Trust Administration
            Facsimile:  (212) 815-5704/5707

      Whether or not required by the rules and regulations of the Commission, so
long as any Securities are outstanding, the Company will file with the
Commission and furnish to the Trustee and the holders of Securities all
quarterly and annual financial information (without exhibits) required to be
contained in a filing on Forms 10-Q and 10-K, respectively, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual consolidated financial statements
only, a report thereon by the Company's independent auditors. The Company shall
not be required to file any report or other information with the Commission if
it does not permit such filing.

SECTION 10.11 Governing Law; Waiver of Jury Trial.

      The laws of the State of New York, without regard to conflict of laws
principles thereof, shall govern this Indenture and the Securities.

      EACH OF THE COMPANY 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
SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 10.12 No Adverse Interpretation of Other Agreements.

      This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary. Any such other indenture, loan or
debt agreement may not be used to interpret this Indenture.

SECTION 10.13 Successors.


      All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 10.14 Severability.

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

SECTION 10.15 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 hereof and shall in no way modify or
restrict any of the terms or provisions hereof.



                                      -49-

                                   ARTICLE 11

                                   CONVERSION

SECTION 11.01 Conversion Right.

      Subject to and upon compliance with the provisions of this Indenture, each
holder of Securities shall have the right, at his or her option, at any time on
or before the close of business on the last trading day prior to the Maturity
Date (subject to the next paragraph), to convert the principal amount of any
Security held by such holder, or any portion of such principal amount which is
$1,000 or an integral multiple thereof, into that number of fully paid and
non-assessable shares of Common Stock (as such shares shall then be constituted)
obtained by multiplying (i) the principal amount of the Securities or portion
thereof to be converted by (ii) a conversion rate of 64.6998 shares per $1,000
principal amount of Securities (as adjusted from time to time as provided in
this Article, the "Conversion Rate"). The initial Conversion Rate is equivalent
to a conversion price of $15.456 per share (the "Conversion Price").

      Notwithstanding the foregoing paragraph, the holders' right to conversion
will terminate: (a) with respect to any Security or portion thereof which is
called for redemption prior to the last trading day prior to the Maturity Date,
on the close of business on the last trading day preceding the Redemption Date
(unless the Company defaults in payment of the redemption price in which case
the conversion right will terminate at the close of business on the date such
default is cured) and (b) with respect to any Security or portion thereof
subject to a duly completed election for repurchase, on the close of business on
the 30th day after the date of the Fundamental Change Notice (unless the Company
defaults in the payment due upon repurchase or such holder elects to withdraw
the submission of such election to repurchase in accordance with Section 3.14).

      A holder of Securities is not entitled to any rights of a holder of Common
Stock until such holder of Securities has converted his or her Securities to
Common Stock, and only to the extent such Securities are deemed to have been
converted to Common Stock under this Article 11.

SECTION 11.02 Conversion Procedure.

      To convert a Security, a holder must satisfy the requirements in paragraph
15 of the Securities. The date on which the holder satisfies all those
requirements is the conversion date (the "Conversion Date"). Following the
Conversion Date, the Company shall deliver to the holder through the Conversion
Agent, in accordance with Section 11.20, a certificate for the number of full
shares of Common Stock issuable upon the conversion (or, at the option of the
Company, cash in lieu thereof) and cash in lieu of any fractional share
determined pursuant to Section 11.03. The Company shall determine such full
number of shares and the amounts of the required cash with respect to any
fractional share, and shall set forth such information in an Officers'
Certificate delivered to the Conversion Agent. The Conversion Agent shall have
no duties under this paragraph unless and until it has received such
certificate.

      The person in whose name the certificate is registered shall be treated as
a stockholder of record on and after the Conversion Date; provided, however,
that no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer


                                      -50-

books are open; such conversion shall be at the Conversion Rate in effect on the
date that such Security shall have been surrendered for conversion, as if the
stock transfer books of the Company had not been closed. Upon conversion of a
Security, such person shall no longer be a holder of such Security.

      Holders may surrender a Security for conversion by means of book-entry
delivery in accordance with the regulations of the applicable book-entry
facility.

      Except as described in the proceeding sentence, no payment or adjustment
will be made upon conversion of any Securities for interest or Additional
Amounts, if any, accrued on such Securities or for dividends on, or other
distributions with respect to, any Common Stock issued. If Securities not called
for redemption are converted during the period from the close of business on the
Regular Record Date immediately preceding any Interest Payment Date through the
close of business on the last trading day immediately preceding such Interest
Payment Date, such Securities must be accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest and Additional
Amounts, if any, otherwise payable on such Interest Payment Date on the
principal amount of the Security then being converted.

      On conversion of a Security into shares of Common Stock, the accrued and
unpaid interest and Additional Amounts, if any, attributable to the period from
the Issue Date of the Security through the Conversion Date, with respect to the
converted Security shall not be cancelled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the holder thereof through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares) in exchange for the Security being converted pursuant to the provisions
hereof; and the fair market value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for the accrued cash interest and any
Additional Amounts through the Conversion Date, and the balance, if any, of such
fair market value of such Common Stock (and any such cash payment) shall be
treated as issued in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof. Notwithstanding the foregoing,
accrued cash interest and any Additional Amounts will be payable upon conversion
of Securities made concurrently with or after acceleration of Securities
following an Event of Default.

      If the holder converts more than one Security at the same time, the number
of shares of Common Stock issuable upon conversion shall be based on the
aggregate principal amount of the Securities converted.

      Upon surrender of a Security that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the holder, a new
Security in an authorized denomination equal in principal amount to the
unconverted portion of the Security surrendered.

SECTION 11.03 Fractional Shares.

      The Company will not issue a fractional share of Common Stock upon
conversion of a Security. Instead, the Company will deliver cash for the current
market value of the fractional share. The current market value of a fractional
share shall be determined, to the nearest 1/1,000th of a share, by multiplying
the Closing Sale Price of the Common Stock, on the trading day immediately
preceding the Conversion Date, by the fractional amount and rounding the product
to the nearest whole cent.



                                      -51-

SECTION 11.04 Taxes on Conversion.

      If a holder converts a Security, the Company shall pay any documentary,
stamp or similar issue or transfer tax or duties due on the issue of shares of
Common Stock upon the conversion. However, the holder shall pay any such tax or
duty which is due because the holder requests the shares to be issued in a name
other than the holder's name and any income tax which is imposed on the holder
as a result of the conversion. The Conversion Agent may refuse to deliver the
certificates representing the Common Stock being issued in a name other than the
holder's name until the Conversion Agent receives a sum sufficient to pay any
tax or duty which will be due because the shares are to be issued in a name
other than the holder's name. Nothing herein shall preclude the Company from any
tax withholding or directing the withholding of any tax required by applicable
law or regulations.

SECTION 11.05 Company to Provide Stock.

      The Company shall, prior to issuance of any Securities under this Article
11, and from time to time as may be necessary, reserve out of its authorized
Common Stock that is not outstanding a sufficient number of shares of Common
Stock to permit the conversion of the Securities.

      All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim created by the Company.

SECTION 11.06 Adjustment for Change in Capital Stock.

      Except as set forth in Section 11.14, if, after the Issue Date of the
Securities, the Company:

      (a) pays a dividend or makes a distribution on its Common Stock in shares
of its Common Stock;

      (b) subdivides its outstanding shares of Common Stock into a greater
number of shares;

      (c) pays a dividend or makes a distribution on its Common Stock in shares
of its Capital Stock (other than Common Stock or rights, warrants or options for
its Capital Stock);

      (d) combines its outstanding shares of Common Stock into a smaller number
of shares; or

      (e) issues by reclassification of its Common Stock any shares of its
Capital Stock (other than rights, warrants or options for its Capital Stock);

then the conversion privilege and the Conversion Rate (and, simultaneously, the
Conversion Price) in effect immediately prior to such action shall be adjusted
so that the holder of a Security thereafter converted may receive the number of
shares or other units of Capital Stock of the Company which such holder would
have owned immediately following such action if such holder had converted the
Security immediately prior to such action.

      The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.



                                      -52-


SECTION 11.07 Adjustment for Rights Issue.

         Except as set forth in Sections 11.14 and 11.19, if, after the Issue
Date, the Company distributes any rights, warrants or options to all holders of
its Common Stock entitling them, for a period expiring within 60 days after the
record date for such distribution, to purchase shares of Common Stock at a price
per share less than the Closing Sale Price of the Common Stock as of the Time of
Determination, the Conversion Rate (and, simultaneously, the Conversion Price)
shall be adjusted in accordance with the formula:

                        R' =       R (O + N)
                              -------------------
                                (O + ((N x P)/M)
where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         O = the number of shares of Common Stock outstanding on the record date
for the distribution to which this Section 11.07 is being applied.

         N = the number of additional shares of Common Stock offered pursuant to
the distribution.

         P = the offering price per share of the additional shares.

         M = the Average Sale Price, minus, in the case of (i) a distribution to
which Section 11.06(c) applies or (ii) a distribution to which Section 11.08
applies, for which, in each case, (x) the record date shall occur on or before
the record date for the distribution to which this Section 11.07 applies and (y)
the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 11.07 applies, the fair
market value (on the record date for the distribution to which this Section
11.07 applies) of:

                  (i) the Capital Stock of the Company distributed in respect of
each share of Common Stock in such Section 11.06(c) distribution; and

                  (ii) the assets of the Company or debt securities or any
rights, warrants or options to purchase securities of the Company distributed in
respect of each share of Common Stock in such Section 11.08 distribution.

         The Board of Directors shall determine fair market values for the
purposes of this Section 11.07.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 11.07 applies. If all of the shares of Common
Stock subject to such rights, warrants or options have not been issued when such
rights, warrants or options expire, then the Conversion Rate (and,
simultaneously, the Conversion Price) shall promptly be readjusted to the
Conversion Rate (or Conversion Price) which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

                                      -53-

         No adjustment shall be made under this Section 11.07 if the application
of the formula stated above in this Section 11.07 would result in a value of R'
that is equal to or less than the value of R.

SECTION 11.08 Adjustment for Other Distributions.

         (a) Subject to Section 11.08(b), if, after the Issue Date of the
Securities, the Company distributes to all holders of its Common Stock any of
its assets excluding distributions of Capital Stock or equity interests referred
to in Section 11.08(b), or evidence of indebtedness or any rights, warrants or
options to purchase securities of the Company (including securities or cash, but
excluding (x) distributions of Capital Stock referred to in Section 11.06 and
distributions of rights, warrants or options referred to in Section 11.07 and
(y) cash dividends or other cash distributions that are paid out of consolidated
current net earnings or earnings retained in the business as shown on the books
of the Company unless such cash dividends or other cash distributions are
Extraordinary Cash Dividends), the Conversion Rate (and, simultaneously, the
Conversion Price) shall be adjusted, subject to the provisions of Section
11.08(d), in accordance with the formula:

                            R' =    R x M
                                 ------------
                                    M - F
         where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         M = the Average Sale Price, minus, in the case of a distribution to
which Section 11.06(c) applies, for which (i) the record date shall occur on or
before the record date for the distribution to which this Section 11.08 applies
and (ii) the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 11.08 applies, the fair
market value (on the record date for the distribution to which such Section
11.06(c) applies) of any Capital Stock of the Company distributed in respect of
each share of Common Stock in such Section 11.06(c) distribution.

         F = the fair market value (on the record date for the distribution to
which this Section 11.08 applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 11.08 is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).

         The Board of Directors shall determine fair market values for the
purposes of this Section 11.08.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to
which this Section 11.08 applies.

         For purposes of this Section 11.08, the term "Extraordinary Cash
Dividend" shall mean any cash dividend or distribution with respect to the
Common Stock the amount of which, together with the aggregate amount of cash
dividends on the Common Stock to be aggregated with such cash dividend in
accordance with the provisions of this paragraph, exceeds the threshold
percentage set forth in item (i) below. For purposes of item (i) below, the
"Ex-Dividend Measurement Period" with respect to a cash dividend on the Common
Stock shall mean the 365 consecutive day period ending on the date prior to the
Ex-Dividend Time with respect to such cash dividend, and the "Relevant Cash
Dividends" with respect to

                                      -54-

a cash dividend on the Common Stock shall mean the cash dividends on the Common
Stock with Ex-Dividend Times occurring in the Ex-Dividend Measurement Period.

(i) If, upon the date prior to the Ex-Dividend Time with respect to a cash
dividend on the Common Stock, the aggregate amount of such cash dividend
together with the amounts of all Relevant Cash Dividends exceeds on a per share
basis 5% of the Closing Sale Price of the Common Stock on the last trading day
preceding the date of declaration by the Board of Directors of the cash dividend
or distribution with respect to which this provision is being applied, then such
cash dividend together with all Relevant Cash Dividends, shall be deemed to be
an Extraordinary Cash Dividend and for purposes of applying the formula set
forth above in this Section 11.08, the value of "F" shall be equal to (y) the
aggregate amount of such cash dividend together with the amount of all Relevant
Cash Dividends, minus (z) the aggregate amount of all Relevant Cash Dividends
for which a prior adjustment in the Conversion Rate (and Conversion Price) was
previously made under this Section 11.08.

         In making the determinations required by item (i) above, the amount of
cash dividends paid on a per share basis and the amount of any Relevant Cash
Dividends specified in item (i) above, shall be appropriately adjusted to
reflect the occurrence during such period of any event described in Section
11.06.

         (b) If, after the Issue Date of the Securities, the Company pays a
dividend or makes a distribution to all holders of its Common Stock consisting
of Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company, the Conversion
Rate (and, simultaneously, the Conversion Price) shall be adjusted in accordance
with the formula:

                               R' = R x (1 + F/M)

where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         M = the average of the Closing Sale Prices of the Common Stock for the
ten trading days commencing on and including the fifth trading day after the
date on which "exdividend trading" commences for such dividend or distribution
on The Nasdaq National Market or such other national or regional exchange or
market which such securities are then listed or quoted (the "Ex-Dividend Date").

         F = the fair market value of the securities distributed in respect of
each share of Common Stock for which this Section 11.08(b) applies shall mean
the number of securities distributed in respect of each share of Common Stock
multiplied by the average of the Closing Sale Prices of those securities
distributed for the ten (10) trading days commencing on and including the fifth
trading day after the Ex-Dividend Date.

         (c) In the event that, with respect to any distribution to which
Section 11.08(a) would otherwise apply, the difference between "M-F" as defined
in the formula set forth in Section 11.08(a) is less than $1.00 or "F" is equal
to or greater than "M", then the adjustment provided by Section 11.08(a) shall
not be made and in lieu thereof the provisions of Section 11.14 shall apply to
such distribution.

                                      -55-

SECTION 11.09 When Adjustment May Be Deferred.

         No adjustment in the Conversion Rate (or Conversion Price) need be made
unless the adjustment would require an increase or decrease of at least 1% in
the Conversion Rate (or Conversion Price). Any adjustments that are not made
shall be carried forward and taken into account in any subsequent adjustment and
all adjustments that are made and carried forward shall be taken in the
aggregate in order to determine if the 1% threshold is met.

         All calculations under this Article 11 shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be.

SECTION 11.10 When No Adjustment Required.

         No adjustment in the Conversion Rate (or Conversion Price) need be made
for a transaction referred to in Sections 11.06, 11.07, 11.08 or 11.14 if
holders of Securities are to participate in the transaction on a basis and with
notice that the Board of Directors determines to be fair and appropriate in
light of the basis and notice on which holders of Common Stock participate in
the transaction. Such participation by holders of Securities may include
participation upon conversion provided that an adjustment shall be made at such
time as the holders of Securities are no longer entitled to participate.

         No adjustment need be made for rights to purchase Common Stock pursuant
to a Company plan for reinvestment of dividends or interest.

         No adjustment need be made for a change in the par value or no par
value of the Common Stock.

         To the extent the Securities become convertible pursuant to this
Article 11 into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

         No adjustment will be made pursuant to this Article 11 that would
result, through the application of one or more provisions hereof, in the
duplication of any adjustment.

         Except as expressly provided in this Article 11, no adjustment shall be
made in respect of any issuance of Common Stock, or any securities convertible
into or exercisable or exchangeable for Common Stock or carrying the right to
purchase any of the foregoing.

SECTION 11.11 Notice of Adjustment.

         Whenever the Conversion Rate (or Conversion Price) is adjusted, the
Company shall promptly mail to holders of Securities a notice of the adjustment.
The Company shall file with the Trustee and the Conversion Agent such notice, an
Officers' Certificate and a certificate from the Company's independent public
accountants briefly stating the facts requiring the adjustment and the manner of
computing it. Upon receipt by it of such notice, and at the written request of
the Company, the Conversion Agent will promptly mail such notice to holders of
Securities at the Company's expense. The certificate shall be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to any such
certificate except to exhibit the same to any holder desiring inspection
thereof.

                                      -56-

SECTION 11.12 Voluntary Increase.

         The Company from time to time may voluntarily increase the Conversion
Rate (and, simultaneously, reduce the Conversion Price) by any amount for any
period of at least 20 days, in which case the Company shall give at least 15
days' notice of such decrease, if the Board of Directors has made a
determination that such decrease would be in the Company's best interests, which
determination shall be conclusive. Whenever the Conversion Rate (or Conversion
Price) is increased, the Company shall mail to holders of Securities and file
with the Trustee and the Conversion Agent a notice of the increase. The Company
shall mail the notice at least 15 days before the date the increased Conversion
Rate (and reduced Conversion Price) takes effect. The notice shall state the
increased Conversion Rate (and reduced Conversion Price) and the period it will
be in effect.

         A voluntary increase of the Conversion Rate (and reduced Conversion
Price) does not change or adjust the Conversion Rate (or Conversion Price)
otherwise in effect for purposes of Sections 11.06, 11.07, 11.08 or 11.14.

SECTION 11.13 Notice of Certain Transactions.

         If:

         (a) the Company takes any action that would require an adjustment in
the Conversion Rate (and Conversion Price) pursuant to Sections 11.06, 11.07 or
11.08 (unless no adjustment is to occur pursuant to Section 11.10); or

         (b) the Company takes any action that would require a supplemental
indenture pursuant to Section 11.14; or

         (c) there is a liquidation or dissolution of the Company;

then the Company shall mail to holders of Securities and file with the Trustee
and the Conversion Agent a notice stating the proposed record date for a
dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, binding share exchange,
transfer, liquidation or dissolution. The Company shall file and mail the notice
at least 20 days before such date. Failure to file or mail the notice or any
defect in it shall not affect the validity of the transaction.

SECTION 11.14 Reorganization of Company; Special Distributions.

         If the Company is a party to a transaction subject to Article 5 (other
than a sale, assignment, transfer, lease, conveyance or other disposition of all
or substantially all of the assets of the Company in a transaction in which the
holders of Common Stock immediately prior to such transaction do not receive
securities, cash, property or other assets of the Company or any other person)
which reclassifies or changes its outstanding Common Stock, the person obligated
to deliver securities, cash or other assets upon conversion of Securities shall
enter into a supplemental indenture. If the issuer of securities deliverable
upon conversion of Securities is an Affiliate of the successor Company, that
issuer shall join in the supplemental indenture.

         The supplemental indenture shall provide that the holder of a Security
may convert it only into the kind and amount of securities, cash or other assets
which such holder would have received immediately after the consolidation,
merger, share exchange, sale, assignment, transfer, lease, conveyance

                                      -57-

or other disposition if such holder had converted the Security immediately
before the effective date of the transaction, assuming (to the extent
applicable) that such holder (i) was not a constituent person or an Affiliate of
a constituent person to such transaction; (ii) made no election with respect
thereto; and (iii) was treated alike with the plurality of non-electing holders.
The supplemental indenture shall provide for adjustments which shall be as
nearly equivalent as may be practical to the adjustments provided for in this
Article 11. The successor Company shall mail to holders of Securities a notice
briefly describing the supplemental indenture.

         If this Section applies, none of Sections 11.06, 11.07 or 11.08 shall
apply.

         If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that would otherwise (but does not) result in
an adjustment in the Conversion Rate (or Conversion Price) pursuant to the
provisions of Section 11.08, then, from and after the record date for
determining the holders of Common Stock entitled to receive the distribution, a
holder of a Security that converts such Security in accordance with the
provisions of this Indenture shall upon such conversion be entitled to receive,
in addition to the shares of Common Stock into which the Security is
convertible, the kind and amount of securities, cash or other assets comprising
the distribution that such holder would have received if such holder had
converted the Security immediately prior to the record date for determining the
holders of Common Stock entitled to receive the distribution.

SECTION 11.15 Company Determination Final.

         Any determination that the Company or the Board of Directors has the
authority to make pursuant to this Article 11 is conclusive on the Trustee,
Conversion Agent, all holders of Securities and all other interested parties;
provided that such determination has been made in good faith.

SECTION 11.16 Trustee's Adjustment Disclaimer.

         The Trustee has no duty to determine when an adjustment under this
Article 11 should be made, how it should be made or what it should be. The
Trustee has no duty to determine whether a supplemental indenture under Section
11.14 need be entered into or whether any provisions of any supplemental
indenture are correct. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities. The Trustee shall not be responsible for the
Company's failure to comply with this Article 11. Each Conversion Agent (other
than the Company or an Affiliate of the Company) shall have the same protection
under this Section 11.16 as the Trustee.

SECTION 11.17 Simultaneous Adjustments.

         In the event that this Article 11 requires adjustments to the
Conversion Rate (or Conversion Price) under more than one of Sections 11.06,
11.07 or 11.08, and the record dates for the distributions giving rise to such
adjustments shall occur on the same date, then such adjustments shall be made by
applying, first, the provisions of Section 11.06, second, the provisions of
Section 11.08 and, third, the provisions of Section 11.07.

                                      -58-

SECTION 11.18 Successive Adjustments.

         After an adjustment to the Conversion Rate (or Conversion Price) under
this Article 11, any subsequent event requiring an adjustment under this Article
11 shall cause an adjustment to the Conversion Rate (or Conversion Price) as so
adjusted.

SECTION 11.19 Rights Issued in Respect of Common Stock Issued Upon Conversion.

         Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 11 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, as the case may be (the
"Rights"), if any, that all shares of Common Stock are entitled to receive in
accordance with any rights agreement that may be in effect at the time of such
issuance (a "Rights Agreement ") and the certificates representing the Common
Stock issued upon such conversion shall bear such legends, if any, in each case
as may be provided by the terms of any such Rights Agreement. Provided that such
Rights Agreement requires that each share of Common Stock issued by the Company
(including those that might be issued upon conversion of Securities) at any time
prior to the distribution of separate certificates representing the Rights be
entitled to receive such Rights, then, notwithstanding anything else to the
contrary in this Article 11, there shall not be any adjustment to the conversion
privilege or Conversion Rate (or Conversion Price) or any other term or
provision of the Securities as a result of the issuance of Rights, the
distribution of separate certificates representing the Rights, the exercise or
redemption of such Rights in accordance with any such Rights Agreement, or the
termination or invalidation of such Rights. Notwithstanding anything to the
contrary herein, nothing in this provision is intended to confer on the Common
Stock issuable upon conversion of Securities any right that is different than
the rights to which all shares of Common Stock of the Company are entitled to
receive.

SECTION 11.20 Company's Right to Elect to Pay Cash or Common Stock.

         In lieu of delivery of Common Stock otherwise deliverable upon notice
of conversion of any Securities, the Company may elect to pay holders
surrendering Securities an amount in cash equal to (for each share of Common
Stock otherwise so deliverable) the average of the Closing Sale Prices of Common
Stock for the five consecutive trading days immediately following either (a) the
date of notice of election to deliver cash as described below if the Company has
not given notice of redemption, or (b) the Conversion Date, in the case of
conversion following the notice of redemption specifying that the Company
intends to deliver cash upon conversion. The Company will inform the holders
through the Trustee no later than two business days following the conversion
date of its election to deliver shares of Common Stock or to pay cash in lieu of
delivery of Common Stock, unless the Company has already informed holders of its
election in connection with its optional redemption of the Securities pursuant
to Section 3.01. If the Company elects to deliver all of such payment in Common
Stock, the Common Stock will be delivered through the Conversion Agent no later
than the fifth business day following the Conversion Date. If the Company elects
to pay all or a portion of such payment in cash, the payment, including any
delivery of Common Stock, will be made to holders surrendering Securities no
later than the tenth business day following the applicable conversion date. If
an Event of Default (other than a default in a cash payment upon conversion of
the Securities) has occurred and is continuing, the Company may not pay cash
upon conversion of any Security or portion of a Security (other than cash for
fractional shares).

                                      -59-

                                   ARTICLE 12

                                  SUBORDINATION

SECTION 12.01 Securities Subordinate to Senior Indebtedness.

         The Company covenants and agrees, and each holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article 8), the payment of the principal of, premium, if any, interest and
Additional Amounts, if any, on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full, in cash or other form of payment satisfactory to holders, of all Senior
Indebtedness.

SECTION 12.02 Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event specified in clause (a), (b) or (c) above (each such event, if any,
herein sometimes referred to as a "Proceeding") the holders of Senior
Indebtedness shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Indebtedness, or provision shall be
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, before the holders of the
Securities are entitled to receive any payment or distribution of any kind or
character, whether in cash, property or securities, on account of principal of,
premium, if any, interest or Additional Amounts, if any, on or other obligations
in respect of the Securities or other Indebtedness of the Company that is pari
passu or subordinate in right of payment to the Securities or on account of any
purchase or other acquisition of Securities or such other Indebtedness by the
Company or any Subsidiary of the Company (all such payments, distributions,
purchases and acquisitions herein referred to, individually and collectively, as
a "Securities Payment"), and to that end the holders of Senior Indebtedness
shall be entitled to receive, for application to the payment thereof, any
Securities Payment which may be payable or deliverable in respect of the
Securities in any such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the holder of any Security shall have received any
Securities Payment before all Senior Indebtedness is paid in full or payment
thereof has been provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, and if such fact
shall, at or prior to the time of such Securities Payment, have been made known
to the Trustee by delivery to the Trustee of any notice set forth in Section
12.09 or, as the case may be, such holder, then and in such event such
Securities Payment shall be paid over or delivered forthwith by the Trustee (if
any notice set forth in Section 12.09 has been delivered to the Trustee) or by
the holder to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other person making payment or distribution of
assets of the Company (which may be the Administrative Agent) for application to
the payment of all Senior Indebtedness remaining unpaid, to the extent necessary
to pay all Senior Indebtedness in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness.

                                      -60-

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Indebtedness to substantially the same extent as the Securities are so
subordinated as provided in this Article. The consolidation of the Company with,
or the merger of the Company into, another person or the liquidation or
dissolution of the Company following the conveyance or transfer of all or
substantially all of its properties and assets as an entirety to another person
upon the terms and conditions set forth in Article 5 shall not be deemed a
Proceeding for the purposes of this Section if the person formed by such
consolidation or into which the Company is merged or the person which acquires
by conveyance or transfer such properties and assets as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article 5.

SECTION 12.03 No Payment When Senior Indebtedness in Default.

         In the event that any Senior Payment Default (as defined below) shall
have occurred and be continuing, then no Securities Payment shall be made unless
and until such Senior Payment Default shall have been cured or waived or shall
have ceased to exist or all amounts then due and payable in respect of Senior
Indebtedness shall have been paid in full, or provision shall have been made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness. "Senior Payment Default" means any
default in the payment of principal of, premium, if any, or interest on any
Senior Indebtedness when due, whether at the maturity of any such payment or by
declaration of acceleration, call for redemption or otherwise and the default
continues beyond any grace period that the Company may have to make such
payments.

         In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company and
the Trustee of written notice of such Senior Nonmonetary Default from an
Administrative Agent or, if there is no outstanding Designated Senior
Indebtedness, any representative of a holder of Senior Indebtedness, no
Securities Payment shall be made during the period (the "Payment Blockage
Period") commencing on the date of such receipt of such written notice and
ending on the earlier of (i) the date on which such Senior Nonmonetary Default
shall have been cured or waived or shall have ceased to exist and any
acceleration of Senior Indebtedness shall have been rescinded or annulled or the
Senior Indebtedness to which such Senior Nonmonetary Default relates shall have
been discharged or (ii) the 179th day after the date of such receipt of such
written notice. No more than one Payment Blockage Period may be commenced with
respect to the Securities during any 360-day period and there shall be a period
of at least 181 consecutive days in each 360-day period when no Payment Blockage
Period is in effect. No Payment Blockage Period shall be in effect if there is
no payment blockage period in effect with respect to any outstanding 10-1/2%
Senior Subordinated Notes due 2006 of the Company. For all purposes of this
paragraph, no Senior Nonmonetary Default that was known to the holders of Senior
Indebtedness to exist or be continuing on the date of commencement of any
Payment Blockage Period shall be, or be made, the basis for the commencement of
a subsequent Payment Blockage Period by an Administrative Agent for the
Designated Senior Indebtedness unless such Senior Nonmonetary Default shall have
been cured for a period of not less than 90 consecutive days. "Senior
Nonmonetary Default" means the occurrence or existence and continuance of any
event of default, or of any event which, after notice or lapse of time (or
both), would become an event of default, under the terms of any instrument
pursuant to which any Senior Indebtedness is outstanding, permitting (after
notice or lapse of time or both) one or more holders of such Senior Indebtedness
(or a trustee or

                                      -61-

agent on behalf of the holders thereof) to declare such Senior Indebtedness due
and payable prior to the date on which it would otherwise become due and
payable, other than a Senior Payment Default.

SECTION 12.04 Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding referred to in Section 12.02 or under the
conditions described in Section 12.03, from making Securities Payments, or (b)
the application by the Trustee of any money deposited with it hereunder to
Securities Payments or the retention of such Securities Payment by the holders,
if, at the time of such application by the Trustee, it had not received any
notice set forth in Section 12.09.

SECTION 12.05 Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full of all amounts due or to become due on
or in respect of Senior Indebtedness, or the provision for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Indebtedness, the holders of the Securities shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of, premium, if any, interest and Additional
Amounts, if any, on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Indebtedness by holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

SECTION 12.06 Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
holders of the Securities the principal of, premium, if any, interest and
Additional Amounts, if any, on the Securities as and when the same shall become
due and payable in accordance with their terms; or (b) affect the relative
rights against the Company of the holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness; or (c) prevent the
Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such holder.

SECTION 12.07 Trustee to Effectuate Subordination.

         Each holder of a Security by its acceptance thereof authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee its attorney-in-fact for any and all such purposes.

                                      -62-

SECTION 12.08 No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the holders of the
Securities, without incurring responsibility to the holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other person.

SECTION 12.09 Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from any trustee or Administrative
Agent therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 7.01, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
five business days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of, premium, if any, interest or Additional Amounts, if any, on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within five
business days prior to such date.

         Subject to the provisions of Section 7.01, the Trustee shall be
entitled to conclusively rely on the delivery to it of a written notice by a
person representing himself to be a holder of Senior Indebtedness (or a trustee
or Administrative Agent therefor) to establish that such notice has been given
by a holder of Senior Indebtedness (or a trustee or Administrative Agent
therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, the extent to which such person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such person under

                                      -63-

this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such person pending judicial determination as to the right of such
person to receive such payment.

SECTION 12.10 Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 7.01, and the
holders of the Securities shall be entitled to conclusively rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other person making such payment or distribution, delivered to the Trustee or to
the holders of Securities, for the purpose of ascertaining the persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

SECTION 12.11 Trustee Not Fiduciary for Holders of Senior Indebtedness.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and it undertakes to perform and observe only
such of its covenants and obligations with respect to the Senior Indebtedness as
are specifically set forth in this Indenture, and no implied covenants or
obligations with respect to the Senior Indebtedness shall be read into this
Indenture against the Trustee and the Trustee shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to holders
of Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article or otherwise.

SECTION 12.12 Rights of Trustee as Holder of Senior Indebtedness; Preservation
              of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.

SECTION 12.13 Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 12.12 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

                                      -64-

         IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed, all as of the date first above written, signifying their agreements
contained in this Indenture.

                                    WESTERN WIRELESS CORPORATION

                                    By:      /s/ M. Wayne Wisehart
                                             -----------------------------
                                             Name: M. Wayne Wisehart
                                             Title: Executive Vice President
                                                    and Chief Financial Officer


                                    THE BANK OF NEW YORK, AS TRUSTEE

                                    By:      /s/ Michael Pitfick
                                             -----------------------------
                                             Name: Michael Pitfick
                                             Title: Assistant Vice President

                                      -65-

                                    EXHIBIT A

                               (Face of Security)

                           [Global Securities Legend]

     [The following legend shall appear on the face of each Global Security:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.]

         [The following legend shall appear on the face of each Global Security
for which The Depository Trust Company is to be the Depositary:

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

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES
IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
INDENTURE, THIS GLOBAL SECURITY 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 NOMINEE.]

                         [Restricted Securities Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) OR (B) IT IS NOT A UNITED
STATES PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT
IT WILL NOT WITHIN THE LATER OF (I) TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY OR (II) THREE MONTHS AFTER IT CEASES TO BE AN "AFFILIATE" (AS
DEFINED IN RULE 144 ADOPTED UNDER THE SECURITIES

                                      A-1

ACT) RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE CLASS A
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY, EXCEPT (A) TO THE ISSUER
OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS
OTHER THAN UNITED STATES PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER
AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES
THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF (I) TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY OR (II) THREE MONTHS AFTER IT
CEASES TO BE AN AFFILIATE, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT
TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "UNITED STATES PERSON" HAVE THE MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF
WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD
TO THIS SECURITY OR ANY CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

                                       A-2

No. __                                                              $__________
CUSIP No. ____________

                          WESTERN WIRELESS CORPORATION

                 4.625% CONVERTIBLE SUBORDINATED NOTES DUE 2023

promises to pay to CEDE & CO. or registered assigns,

the principal sum of _______________ Dollars on June 15, 2023

Interest Payment Dates:  June 15 and December 15, commencing December 15, 2003

Regular Record Dates:  June 1 and December 1

                                       WESTERN WIRELESS CORPORATION

                                       By:
                                            -----------------------------
                                            Name:
                                            Title:

                          CERTIFICATE OF AUTHENTICATION

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

                                       THE BANK OF NEW YORK, AS TRUSTEE

                                       By
                                             -----------------------------
                                             Authorized Signature

Dated:  _______________

                                      A-3

                               (Back of Security)

                          WESTERN WIRELESS CORPORATION

                 4.625% CONVERTIBLE SUBORDINATED NOTES DUE 2023

1.       INTEREST. Western Wireless Corporation, a Washington corporation (the
         "Company"), promises to pay interest on the principal amount of this
         Security at the rate per annum shown above. The Company will pay
         interest semi-annually in arrears on June 15 and December 15 of each
         year, beginning December 15, 2003. Interest on the Securities will
         accrue from the most recent Interest Payment Date to which interest has
         been paid or duly provided for or, if no interest has been paid or duly
         provided for, from June 11, 2003. Each payment of interest on the
         Securities will include interest accrued through the day before the
         applicable Interest Payment Date (or Redemption Date, Repurchase Date
         or Fundamental Change Redemption Date). Any payment required to be made
         on any day that is not a business day will be made on the next
         succeeding business day. Interest and Additional Amounts, if any, will
         be computed on the basis of a 360-day year composed of twelve 30-day
         months.

2.       METHOD OF PAYMENT. The Company will pay interest and Additional
         Amounts, if any, on the Securities (except defaulted interest) to the
         person in whose name each Security is registered at the close of
         business on the June 1 or December 1 immediately preceding the relevant
         Interest Payment Date (other than with respect to a Security or portion
         thereof called for redemption on a Redemption Date, or repurchased at
         the option of any holder on a Repurchase Date or in connection with a
         Fundamental Change on a Fundamental Change Redemption Date, during the
         period from the close of business on a Regular Record Date to (but
         excluding) the next succeeding Interest Payment Date, in which case
         accrued interest and Additional Amounts, if any, shall be payable
         (unless such Security or portion thereof is converted) to the holder of
         the Security or portion thereof redeemed or repurchased in accordance
         with the applicable redemption or repurchase provisions of the
         Indenture). The holder must surrender Securities to the Paying Agent to
         collect principal payments. Each installment of semiannual interest and
         Additional Amounts, if any, on any Security shall be paid at the
         Corporate Trust Office or, at the Company's option, in same-day funds
         by wire transfer to an account maintained by the payee located inside
         the United States, if the Trustee shall have received proper wire
         transfer instructions from such payee not later than the relevant
         Interest Payment Date, Maturity Date, Redemption Date, Repurchase Date
         or Fundamental Change Redemption Date, as the case may be, or, if no
         such instructions have been received, by check drawn on a bank in New
         York City mailed to the payee at its address set forth in the Register.
         In the case of a Global Security, semiannual interest payable on any
         applicable payment date will be paid to the Depositary in same-days
         funds by wire transfer to an account designated by the Depositary, with
         respect to that portion of such Global Security held for its account by
         Cede & Co. for the purpose of permitting such party to credit the
         interest received by it in respect of such Global Security to the
         accounts of the beneficial owners thereof.

3.       REGISTRAR, PAYING AGENT AND CONVERSION AGENT. The Bank of New York, a
         New York banking corporation (together with any successor Trustee under
         the Indenture referred to below, the "Trustee"), will initially act as
         the Registrar, Paying Agent and Conversion Agent. The Company may
         change the Registrar, Paying Agent or Conversion Agent without prior
         notice to the holders of the Securities. Subject to certain limitations
         in the Indenture, the Company or any of its subsidiaries may act in any
         such capacity.

                                      A-4

4.       INDENTURE. The Company issued the Securities under an Indenture dated
         as of June 11, 2003 (the "Indenture") between the Company and the
         Trustee. The terms of the Securities include those stated in the
         Indenture (and any supplemental indenture entered into pursuant to
         Section 9.03) and those made part of the Indenture by reference to the
         Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) (the
         "TIA") as in effect on the date of the Indenture (and the date of any
         applicable supplemental indenture entered into pursuant to Section
         9.03). The Securities are subject to, and qualified by, all such terms,
         certain of which are summarized herein, and holders are referred to the
         Indenture and the TIA for a statement of such terms. In the event of
         any conflict or inconsistency between the terms of the Indenture and
         the Securities, the terms of the Indenture shall control. The
         Securities are subordinated unsecured obligations of the Company
         limited to (except as otherwise provided in the Indenture) up to
         $115,000,000 in aggregate principal amount. Capitalized terms not
         defined herein have the same meaning given to them in the Indenture.

5.       REDEMPTION AT THE OPTION OF THE COMPANY. No sinking fund is provided
         for the Securities. The Securities are redeemable as a whole, or from
         time to time in part, at any time at the option of the Company in
         accordance with the Indenture and this Security at the Redemption
         Prices set forth below, provided that the Securities are not redeemable
         prior to June 18, 2006.

         If redeemed at the option of the Company, the Securities will be
         redeemed on the conditions and at the Redemption Prices set forth
         below.

         If the Closing Sale Price of the Common Stock has exceeded 150% of the
         then applicable Conversion Price for at least 20 trading days in any
         consecutive 30-day trading period ending on the trading day prior to
         the date of mailing of the notice of redemption, the Company may redeem
         for cash all or a portion of the Securities at any time after June 18,
         2006 but prior to June 18, 2010 at a price equal to 100% of the
         principal amount of the Securities to be redeemed plus accrued and
         unpaid interest and any Additional Amounts to, but excluding, the
         Redemption Date, plus the Make Whole Payment (as defined below). The
         Company must pay the Make Whole Payment on all Securities called for
         redemption prior to June 18, 2010, including on any Securities
         converted after the date the notice of redemption is mailed.

         "Make Whole Payment" means an amount equal to the present value of all
         remaining scheduled payments of interest on the Securities to be
         redeemed through and including June 15, 2010. The present value of the
         remaining interest payments will be computed using a discount rate
         equal to the Treasury Yield plus 25 basis points. "Treasury Yield"
         means the yield to maturity at the time of computation of United States
         Treasury securities with a constant maturity (as compiled and published
         in the most recent Federal Reserve Statistical Release H.15 (519) that
         has become publicly available at least two business days prior to the
         date fixed for conversion (or, if such Statistical Release is no longer
         published, any publicly available source for similar market data)) most
         nearly equal to the then remaining term to June 15, 2010; provided,
         however, that if the then remaining term to June 15, 2010 is not equal
         to the constant maturity of a United States Treasury security for which
         a weekly average yield is given, the Treasury Rate shall be obtained by
         linear interpolation (calculated to the nearest one-twelfth of a year)
         from the weekly average yields of United States Treasury securities for
         which such yields are given, except that if the then remaining term to
         June 15, 2010 is less than one year, the weekly average yield on
         actually traded United States Treasury securities adjusted to a
         constant maturity of one year shall be used.

                                      A-5

         If the Closing Sale Price of the Common Stock has exceeded 125% of the
         then applicable Conversion Price for at least 20 trading days in any
         consecutive 30-day trading period ending on the trading day prior to
         the date of mailing of the notice of redemption, the Company may redeem
         for cash all or a portion of the Securities at any time on or after
         June 18, 2010 but prior to June 18, 2013 at a price equal to 100% of
         the principal amount of the Securities to be redeemed plus accrued and
         unpaid interest and any Additional Amounts to, but excluding, the
         Redemption Date.

         On or after June 18, 2013, the Company may redeem for cash all or a
         portion of the Securities at any time at a price equal to 100% of the
         principal amount of the Securities to be redeemed plus accrued and
         unpaid interest and any Additional Amounts to, but excluding, the
         Redemption Date.

         The notice of redemption shall be mailed by first-class mail, postage
         prepaid at least 30 days but not more than 60 days before the
         Redemption Date to each holder of Securities to be redeemed at the
         holder's registered address. If money sufficient to pay the Redemption
         Price of, and any accrued and unpaid interest, Additional Amounts and
         Make Whole Payment on, all Securities or portions thereof to be
         redeemed on the Redemption Date is deposited with the Paying Agent
         prior to or on the Redemption Date, on such Redemption Date, interest
         and any Additional Amounts shall cease to accrue on such Securities or
         portions thereof. Securities in denominations larger than $1,000 in
         principal amount may be redeemed in part, but only in integral
         multiples of $1,000 in principal amount.

6.       PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. Subject to the
         terms and conditions of the Indenture, the Company shall become
         obligated to purchase, at the option of the holder, the Securities held
         by such holder on June 15, 2013 and June 15, 2018 at a Repurchase Price
         equal to 100% of the principal amount of such Securities on the
         applicable Repurchase Date plus accrued and unpaid interest and
         Additional Amounts, if any, to, but not including, the Repurchase Date,
         upon delivery of a Repurchase Notice by the holder to the Paying Agent
         containing the information set forth in the Indenture, at any time from
         the opening of business on the date that is twenty business days prior
         to such Repurchase Date until the close of business on the third
         business day prior to such Repurchase Date and upon delivery or
         book-entry transfer of the Securities to the Paying Agent by the holder
         as set forth in the Indenture.

         The Repurchase Price may be paid, at the option of the Company, in cash
         or by the issuance and delivery of shares of Common Stock of the
         Company in accordance with the Indenture.

         At the option of the holder and subject to the terms and conditions of
         the Indenture, upon the occurrence of a Fundamental Change prior to the
         Maturity Date, the Company shall become obligated to purchase all or a
         portion of the Securities in integral multiples of $1,000 principal
         amount held by such holder on the date that is thirty days after the
         date of the Fundamental Change Notice at a Fundamental Change
         Redemption Price, to be paid in cash, equal to 100% of the principal
         amount of such Securities plus accrued and unpaid cash interest and
         Additional Amounts, if any, to, but not including, the Fundamental
         Change Redemption Date.

         Holders have the right to withdraw any Repurchase Notice or Fundamental
         Change Notice, as the case may be, by delivering to the Paying Agent a
         written notice of withdrawal in accordance with the provisions of the
         Indenture.

         If cash or Securities sufficient to pay the Repurchase Price or cash
         sufficient to pay the Fundamental Change Redemption Price, as the case
         may be, of all Securities or portions thereof

                                      A-6

         to be purchased as of the Repurchase Date or the Fundamental Change
         Redemption Date, as the case may be, is deposited with the Paying
         Agent, on the business day following the Repurchase Date or the
         Fundamental Change Redemption Date, as the case may be, cash interest
         and Additional Amounts, if any, shall cease to accrue on such
         Securities (or portions thereof) on such Repurchase Date or Fundamental
         Change Redemption Date, as the case may be, and the holder thereof
         shall have no other rights as such (other than the right to receive the
         Repurchase Price or Fundamental Change Redemption Price, as the case
         may be, if any, upon surrender of such Security).

7.       DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
         form without coupons in denominations of $1,000 and integral multiples
         of $1,000. The transfer of Securities may be registered and Securities
         may be exchanged as provided in the Indenture.

8.       PERSONS DEEMED OWNERS. The registered holder of a Security will be
         treated as its owner for all purposes.

9.       AMENDMENTS AND WAIVERS. Subject to certain exceptions, the Indenture or
         the Securities may be amended or supplemented with the consent of the
         holders of at least a majority in aggregate principal amount of the
         then outstanding Securities (including consents obtained in connection
         with a tender offer or exchange offer for the Securities), and any
         existing default (except a default in the payout of principal of,
         premium, if any, interest and Additional Amounts, if any, (other than a
         default in the payout of principal of, premium, if any, interest and
         Additional Amounts, if any, that has become due solely by virtue of an
         acceleration that has not been duly rescinded)) may be waived with the
         consent of the holders of a majority in aggregate principal amount of
         the then outstanding Securities (including consents obtained in
         connection with a tender offer or exchange offer for the Securities).

         Without the consent of any holder, the Indenture or the Securities may
         be amended by the Company and the Trustee to: (i) cure any ambiguity,
         defect or inconsistency or make any other changes in the provisions of
         the Indenture which the Company and the Trustee may deem necessary or
         desirable, provided such amendment does not materially and adversely
         affect the rights of the holders of Securities under the Indenture or
         the Securities; (ii) provide for uncertificated Securities in addition
         to or in place of certificated Securities; (iii) evidence the
         succession of another person to the Company and providing for the
         assumption by such successor of the covenants and obligations of the
         Company under the Indenture and in the Securities as permitted by
         Section 5.01 of the Indenture; (iv) provide for conversion rights of
         holders of Securities in the event of consolidation, merger, share
         exchange or sale, assignment, transfer, lease, conveyance or other
         disposition of all or substantially all of the properties or assets of
         the Company as an entirety or substantially as an entirety as required
         to comply with Sections 5.01 and/or 11.14 of the Indenture; (v) reduce
         the Conversion Price; (vi) evidence and provide for the acceptance of
         the appointment under the Indenture of a successor Trustee; (vii) in
         exchange for holders of Securities agreeing to waive their right to
         require the Company to purchase all or a portion of their Securities on
         a specified Repurchase Date, adding additional Repurchase Dates on
         which holders of Securities may require the Company to purchase all or
         a portion of their Securities at the applicable Repurchase Price and
         paying such holders of Securities additional cash payments in
         connection therewith; (viii) make any change that would provide any
         additional rights or benefits to the holders of Securities or that does
         not adversely affect the legal rights under the Indenture of any such
         holder; or (ix) comply with the requirements of the Commission in order
         to effect or maintain the qualification of the Indenture under the TIA.

                                      A-7

         Without the consent of each holder affected, an amendment or waiver may
         not (with respect to any Securities held by a non-consenting holder):
         (i) reduce the principal amount of Securities whose holders must
         consent to an amendment, supplement or waiver; (ii) reduce the
         principal of, or premium on, or change the fixed maturity of any
         Security or, except as permitted pursuant to clauses (i), (vii), (viii)
         or (ix) of the preceding paragraph, alter the redemption or repurchase
         provisions in a manner adverse to the holders of Securities; (iii)
         reduce the Redemption Price, Repurchase Price or Fundamental Change
         Redemption Price due with respect to any Security; (iv) reduce the rate
         of, or change the time for payment of, interest, including defaulted
         interest, or Additional Amounts on any Security; (v) waive a Default or
         Event of Default in the payment of principal of, premium, if any, or
         interest or Additional Amounts, if any, on the Securities (except a
         rescission of acceleration of the Securities by the holders of at least
         a majority in aggregate principal amount of the Securities then
         outstanding and a waiver of the payment default that resulted from such
         acceleration); (vi) make the principal of, or premium, if any, or
         interest or Additional Amounts, if any, on any Security payable in
         money or securities other than as provided for in the Indenture and in
         the Securities; (vii) make any change in the provisions of the
         Indenture relating to the rights of holders of Securities to receive
         payments of principal of, premium, if any, or interest or Additional
         Amounts, if any, on the Securities; (viii) waive a Fundamental Change
         with respect to any Securities; (ix) increase the Conversion Price or,
         except as permitted by the Indenture and the Securities (including
         clauses (i), (iv) and (v) of the preceding paragraph), modify the
         provisions contained herein and in the Indenture relating to conversion
         of the Securities in a manner adverse to the holders thereof; or (x)
         make any change to the abilities of holders of Securities to enforce
         their rights under the Indenture or the provisions of clauses (i)
         through (ix) above.

10.      DEFAULTS AND REMEDIES. An Event of Default means any one of the
         following events: (a) default in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity Date; or (b) default
         in the payment of any interest and any Additional Amount on any
         Security when it becomes due and payable, and continuance of such
         default for a period of 30 days; or (c) failure to comply with or
         observe in any material respect any covenant or warranty of the Company
         in the Indenture (other than a covenant or warranty a Default in whose
         performance or whose breach is elsewhere in this paragraph specifically
         dealt with), and continuance of such failure to comply with or observe
         for a period of 60 days after there has been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the holders of at least 25% in aggregate principal amount of
         the outstanding Securities a written notice specifying such failure to
         observe or comply with and requiring it to be remedied; or (d) default
         in the payment of the Redemption Price, Repurchase Price or Fundamental
         Change Redemption Price (including any accrued and unpaid interest or
         Additional Amount or Make Whole Payment) when the it becomes due and
         payable; or (e) failure to provide timely notice of any Fundamental
         Change in accordance with Section 3.14(b) of the Indenture; or (f) a
         default or defaults under any bond(s), debenture(s), note(s) or other
         evidence(s) of Indebtedness by the Company or any Restricted Subsidiary
         of the Company or under any mortgage(s), indenture(s) or instrument(s)
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness of such type by the Company or any such
         Restricted Subsidiary with a principal amount then outstanding,
         individually or in the aggregate, in excess of $5 million, whether such
         Indebtedness now exists or shall hereafter be created, which default or
         defaults shall constitute a failure to pay any portion of the principal
         of such Indebtedness at final maturity after the expiration of any
         applicable grace period with respect thereto or shall have resulted in
         such Indebtedness becoming or being declared due and payable prior to
         the date on which it would otherwise have become due and payable; or
         (g) certain events involving bankruptcy, insolvency

                                      A-8

         or reorganization occurs with respect to the Company or a Restricted
         Subsidiary as set forth in the Indenture.

         If an Event of Default (other than an Event of Default with respect to
         the Company specified in Paragraph 10(g)) occurs and is continuing,
         then and in every such case the Trustee, by written notice to the
         Company, or the holders of at least 25% in aggregate principal amount
         of the then outstanding Securities, by written notice to the Company
         and the Trustee, may declare the unpaid principal of, premium, if any,
         and accrued and unpaid interest and Additional Amounts, if any, on all
         Securities then outstanding to be due and payable. Upon such
         declaration such principal amount, premium, if any, and accrued and
         unpaid interest and Additional Amounts, if any, shall become
         immediately due and payable, notwithstanding anything contained in the
         Indenture or the Securities to the contrary. If any Event of Default
         with respect to the Company specified in Paragraph 10(g) occurs, all
         unpaid principal of and premium, if any, and accrued and unpaid
         interest and Additional Amounts, if any, on the Securities then
         outstanding shall become automatically due and payable, without any
         declaration or other act on the part of the Trustee or any holder of
         Securities.

         Holders of Securities may not enforce the Indenture or the Securities
         except as provided in the Indenture. The Trustee shall be under no
         obligation to exercise any of the rights or powers vested in it by the
         Indenture at the request, order or direction of any of the holders of
         Securities pursuant to the provisions of the Indenture, unless such
         holders have offered to the Trustee security or indemnity satisfactory
         to it against the costs, expenses and liabilities which might be
         incurred thereby. Subject to certain limitations, holders of a majority
         in aggregate principal amount of the then outstanding Securities may
         direct the Trustee in its exercise of any trust or power. If a Default
         or Event of Default occurs and is continuing and is known to a Trust
         Officer of the Trustee, the Indenture requires the Trustee to mail a
         notice of such Default or Event of Default to each holder within 90
         days of the occurrence of such Default or Event of Default. The Trustee
         may withhold from holders notice of any continuing Default or Event of
         Default (except a Default or Event of Default in the payment of
         principal of, premium, if any, or interest or Additional Amounts, if
         any, on the Securities) if it determines in good faith that withholding
         notice is in their interest. The Company must furnish annual compliance
         certificates to the Trustee.

11.      TRUSTEE DEALINGS WITH THE COMPANY. Subject to Sections 7.10 and 7.11 of
         the Indenture, the Trustee in its individual or any other capacity may
         become the owner or pledgee of Securities with the same rights it would
         have if it were not the Trustee and may otherwise deal with the Company
         or an Affiliate of the Company and receive, collect, hold and retain
         collections from the Company with the same rights it would have if it
         were not Trustee. Any Agent may do the same with like rights.

12.      NO RECOURSE AGAINST OTHERS. No director, officer, employee, stockholder
         or Affiliate, as such, of the Company from time to time shall have any
         liability for any obligations of the Company under the Securities or
         the Indenture or for any claim based on, in respect of or by reason of
         such obligations or their creation. Each holder by accepting a Security
         waives and releases all such liability. The waiver and release are part
         of the consideration for the Securities. Each of such directors,
         officers, employees, stockholders and Affiliates is a third party
         beneficiary of this paragraph 12.

                                      A-9

13.      AUTHENTICATION. This Security shall not be valid until authenticated by
         the manual signature of the Trustee or an authenticating agent.

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

15.      CONVERSION. Subject to and upon compliance with the provisions of the
         Indenture, each holder of Securities shall have the right, at his or
         her option, at any time on or before the close of business on the last
         trading day prior to the Maturity Date (subject to the next paragraph),
         to convert the principal amount of any Security held by such holder, or
         any portion of such principal amount which is $1,000 or an integral
         multiple thereof, into that number of fully paid and non-assessable
         shares of Common Stock (as such shares shall then be constituted)
         obtained by multiplying (i) the principal amount of the Securities or
         portion thereof to be converted by (ii) a conversion rate of 64.6998
         shares per $1,000 principal amount of Securities (as adjusted from time
         to time as provided in the Indenture, the "Conversion Rate"). The
         initial Conversion Rate is equivalent to a conversion price of $15.456
         per share (the "Conversion Price").

         Notwithstanding the foregoing paragraph, the holders' right to
         conversion will terminate: (a) with respect to any Security or portion
         thereof which is called for redemption prior to the last trading day
         prior to the Maturity Date, on the close of business on the last
         trading day preceding the Redemption Date (unless the Company defaults
         in payment of the redemption price in which case the conversion right
         will terminate at the close of business on the date such default is
         cured) and (b) with respect to any Security or portion thereof subject
         to a duly completed election for repurchase, on the close of business
         on the 30th day after the date of the Fundamental Change Notice (unless
         the Company defaults in the payment due upon repurchase or such holder
         elects to withdraw the submission of such election to repurchase in
         accordance with Section 3.14 of the Indenture).

         To convert a Security, a holder must surrender this Security to the
         Conversion Agent, accompanied by a completed and manually signed
         conversion notice a form of which is on the back of this Security (and
         if the shares of Common Stock to be issued on conversion are to be
         issued in any name other than that of the registered holder of this
         Security, furnish appropriate endorsements and transfer documents, in
         form satisfactory to the Company, duly executed by the registered
         holder or its duly authorized attorney and pay all transfer and similar
         taxes) and, in case such surrender shall be made during the period from
         the close of business on the Regular Record Date immediately preceding
         any Interest Payment Date through the close of business on the last
         trading day immediately preceding such Interest Payment Date (unless
         this Security or the portion thereof being converted has been called
         for redemption on a date in such period), also accompanied by payment,
         in funds acceptable to the Company, of an amount equal to the interest
         and Additional Amounts, if any, otherwise payable on such Interest
         Payment Date on the principal amount of the Security then being
         converted. Subject to the aforesaid requirement for a payment in the
         event of conversion after the close of business on a Regular Record
         Date immediately preceding an Interest Payment Date, no adjustment
         shall be made on conversion for any interest or Additional Amounts
         accrued hereon or for any dividends on Common Stock delivered on
         conversion.

                                      A-10

         In lieu of delivery of Common Stock otherwise deliverable upon notice
         of conversion of any Securities, the Company may elect to pay holders
         surrendering Securities an amount in cash (for each share of Common
         Stock otherwise so deliverable) equal to the average of the Closing
         Sale Prices of Common Stock for the five consecutive trading days
         immediately following either (a) the date of notice of election to
         deliver cash as described below if the Company has not given notice of
         redemption, or (b) the Conversion Date, in the case of conversion
         following the notice of redemption specifying that the Company intends
         to deliver cash upon conversion. The Company will inform the holders
         through the Trustee no later than two business days following the
         conversion date of its election to deliver shares of Common Stock or to
         pay cash in lieu of delivery of Common Stock, unless the Company has
         already informed holders of its election in connection with its
         optional redemption of the Securities pursuant to Section 3.01 of the
         Indenture. If the Company elects to deliver such payment in Common
         Stock, the Common Stock will be delivered through the Conversion Agent
         no later than the fifth business day following the Conversion Date. If
         the Company elects to pay such payment in cash, the payment will be
         made to holders surrendering Securities no later than the tenth
         business day following the Conversion Date. If an Event of Default
         (other than a default in a cash payment upon conversion of the
         Securities) has occurred and is continuing, the Company may not pay
         cash upon conversion of any Security or portion of a Security (other
         than cash for fractional shares).

         The Conversion Rate (and, simultaneously, the Conversion Price) will be
         adjusted for dividends or distributions on Common Stock payable in
         Common Stock or other Capital Stock of the Company; subdivisions,
         combinations or certain reclassifications of Common Stock;
         distributions to all holders of Common Stock of certain rights to
         purchase Common Stock for a period expiring within 60 days of the
         record date for such distribution at less than the Closing Sale Price
         of the Common Stock at the Time of Determination; and distributions to
         such holders of Common Stock of assets or debt securities of the
         Company or certain rights to purchase securities of the Company
         (excluding certain cash dividends or distributions). However, no
         adjustment need be made if holders of Securities may participate in the
         transaction or in certain other cases. The Company from time to time
         may (to the extent permitted by applicable law) voluntarily increase
         the Conversion Rate (and, simultaneously, reduce the Conversion Price
         by any amount for any period of at least 20 days, in which case the
         Company shall give at least 15 days' notice of such decrease, if the
         Board of Directors has made a determination that such decrease would be
         in the Company's best interests, which determination shall be
         conclusive.

         The Company will not issue a fractional share of Common Stock upon
         conversion of a Security. A holder of a Security otherwise entitled to
         a fractional share will receive cash equal to the applicable portion of
         the Closing Sale Price of Common Stock on the trading day immediately
         preceding the Conversion Date.

         No adjustment in the Conversion Rate (or Conversion Price) need be made
         unless the adjustment would require an increase or decrease of at least
         1% in the Conversion Rate (or Conversion Price). Any adjustments that
         are not made shall be carried forward and taken into account in any
         subsequent adjustment and all adjustments that are made and carried
         forward shall be taken in the aggregate in order to determine if the 1%
         threshold is met.

16.      SUBORDINATION. The indebtedness evidenced by this Security is, to the
         extent provided in the Indenture, subordinate and subject in right of
         payment to the prior payment in full of all Senior Indebtedness, and
         this Security is issued subject to the provisions of the Indenture with
         respect thereto. Each holder of this Security, by accepting the same,
         (a) agrees to and shall be

                                      A-11

         bound by such provisions, (b) authorizes and directs the Trustee on his
         behalf to take such action as may be necessary or appropriate to
         effectuate the subordination so provided and (c) appoints the Trustee
         his attorney-in-fact for any and all such purposes.

17.      REGISTRATION RIGHTS AGREEMENT. The holder of this Security is entitled
         to the benefits of the Registration Rights Agreement. All capitalized
         terms used in this paragraph 17 not herein defined have the meanings
         ascribed to them in the Registration Rights Agreement. Pursuant to the
         Registration Rights Agreement, the Company has agreed for the benefit
         of the holders of the Securities and the Common Stock issuable upon
         conversion of the Securities, that (i) it will, at its cost, within 90
         days after the Issue Date, file a Shelf Registration Statement with the
         Commission with respect to resales of the Securities and the Common
         Stock issuable upon conversion thereof, (ii) the Company will use
         commercially reasonable efforts to cause the Initial Shelf Registration
         Statement to be declared effective by the Commission under the
         Securities Act within 180 days after the Issue Date and (iii) the
         Company will use commercially reasonable efforts to keep the Initial
         Shelf Registration Statement (or any Subsequent Shelf Registration
         Statement) continuously effective under the Securities Act until the
         earliest of (a) the period of two years from the Issue Date or, if
         later, two years from the last date on which any Additional Notes are
         issued upon the exercise of the Initial Purchasers' option to purchase
         Additional Notes pursuant to the Purchase Agreement and (b) the period
         ending on the date that all Registrable Securities have ceased to be
         Registrable Securities. Each Holder of Registrable Securities wishing
         to sell Registrable Securities pursuant to a Shelf Registration
         Statement and related Prospectus agrees to deliver a Notice and
         Questionnaire to the Company at any time before or after the Initial
         Shelf Registration Statement is declared effective that is at least
         five (5) Business Days prior to any intended distribution of
         Registrable Securities under the Shelf Registration Statement.

         If (i) the Initial Shelf Registration Statement has not been filed on
         or prior to the Filing Deadline Date, (ii) the Initial Shelf
         Registration Statement has not been declared effective under the
         Securities Act on or prior to the Effectiveness Deadline Date, or (iii)
         the aggregate duration of Deferral Periods in any period exceeds the
         number of days permitted in respect of such period pursuant to Section
         3(i) of the Registration Rights Agreement (each of the events of a type
         described in any of the foregoing clauses (i) through (iii) is
         individually referred to herein as an "Event," and the Filing Deadline
         Date in the case of clause (i), the Effectiveness Deadline Date in the
         case of clause (ii), and the date on which the aggregate duration of
         Deferral Periods in any period exceeds the number of days permitted by
         Section 3(i) of the Registration Rights Agreement in the case of clause
         (iii), being referred to herein as an "Event Date"), then, commencing
         on (and including) any Event Date and ending on (but excluding) the
         next date after an Event Termination Date (an "Additional Amount
         Accrual Period"), the Company agrees to pay an Additional Amount,
         payable on the Additional Amount Payment Dates to Record Holders of
         then outstanding Notes that are Registrable Securities or of then
         outstanding shares of Underlying Common Stock issued upon conversion of
         Notes that are Registrable Securities, as the case may be, accruing,
         for each portion of such Additional Amount Accrual Period beginning on
         and including an Additional Amount Payment Date (or, in respect of the
         first time that the Additional Amount is to be paid to Holders on a
         Additional Amount Payment Date as a result of the occurrence of any
         particular Event, from the Event Date) and ending on but excluding the
         first to occur of (A) the date of the end of the Additional Amount
         Accrual Period or (B) the next Additional Amount Payment Date, at a
         rate per annum equal to one-quarter of one percent (0.25%), for the
         first ninety (90)-day period from the Event Date, and at a rate per
         annum equal to one-half of one percent (0.50%), thereafter, of each
         $1,000 principal amount of Notes or the Conversion Price of each share
         of Underlying Common Stock, as the case may be, in each case

                                      A-12

         determined as of the Business Day immediately preceding the next
         Additional Amount Payment Date.

         Following the cure of all Events requiring the payment by the Company
         of Additional Amounts to the Holders of Registrable Securities, the
         accrual of Additional Amounts will cease (without in any way limiting
         the effect of any subsequent Event requiring the payment of the
         Additional Amount by the Company).

         The above description of certain provisions of the Registration Rights
         Agreement is qualified by reference to, and is subject in its entirety
         to, the more complete description thereof contained in the Registration
         Rights Agreement.

         The Company will furnish to any holder upon written request and without
         charge a copy of the Indenture and the Registration Rights Agreement.
         Requests may be made to: Western Wireless Corporation, 3650 131st
         Avenue, SE, Suite 400, Bellevue, Washington 98006, Attention: Chief
         Financial Officer.

                                      A-13

                            FORM OF CONVERSION NOTICE

To:  WESTERN WIRELESS CORPORATION

         The undersigned beneficial owner of this Security hereby irrevocably
exercises the option to convert this Security, or portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of Western Wireless Corporation in accordance with the terms of the
Indenture referred to in this Security, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares and Securities representing any unconverted principal amount
hereof, be issued and delivered to the beneficial owner hereof unless a
different name has been indicated below. If shares or any portion of this
Security not converted are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer or similar taxes payable with
respect thereto. Any amount required to be paid by the undersigned on account of
interest, Additional Amounts and taxes accompanies this Security.

Dated:                                      ____________________________________

Fill in for registration of shares if to
be delivered, and Securities if to be       ____________________________________
issued, other than to and in the name of
the registered holder(s)                    ____________________________________
(Please Print):                             Signature(s)

_____________________________________       Principal amount to be converted
               (Name)                       (if less than all):

                                                           $___,000

- -------------------------------------
            (Street Address)                ____________________________________
                                            Social Security or other Taxpayer
                                            Identification Number
- -------------------------------------
       (City, State and Zip Code)

Signature Guarantee:*

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

*        Signatures must be guaranteed by an Eligible Guarantor Institution
         (banks, brokers, dealers, savings and loan associations and credit
         unions) with membership in an approved signature guarantee medallion
         program pursuant to Securities and Exchange Commission Rule 17Ad-15 if
         shares are to be issued, or Securities are to be delivered, other than
         to and in the name of the registered holder(s).

                                      A-14

                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below:

         (I) or (we) assign and transfer this Security to

- --------------------------------------------------------------------------------
      (Insert assignee's social security or taxpayer identification number)


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

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

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ____________________________________ as agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.

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

      Date:  ________________________________

      Signature Guarantee:*  _____________________________________

In connection with any transfer of any of the Securities evidenced by this
certificate which are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act), the undersigned confirms that such
Securities are being transferred:

         CHECK ONE BOX BELOW

         (1)  [_]   to the Company or a Subsidiary thereof; or

         (2)  [_]   to a qualified institutional buyer in compliance with Rule
                    144A under the Securities Act; or

         (3)  [_]   to persons other than United States persons outside the
                    United States in compliance with Regulation S under the
                    Securities Act; or

         (4)  [_]   pursuant to the exemption from registration provided by
                    Rule 144 under the Securities Act or another available
                    exemption from the Securities Act.

Unless one of the boxes above is checked, the Registrar will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered holder thereof; provided, however, that if box (2),
(3) or (4) is checked, the Trustee may require, prior to registering any such
transfer of the Securities, such certifications and other information, and if
box (4) is checked such legal opinions, as the Company has reasonably requested
in writing, by delivery to the Trustee of a standing

                                      A-15

letter of instruction, to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act; provided that this paragraph shall not be
applicable to any Securities which are not "restricted securities" (as defined
in Rule 144 (or any successor thereto) under the Securities Act).

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

Date: _____________

Signature Guarantee:*  ___________________________________________________

* Signatures must be guaranteed by an Eligible Guarantor Institution (banks,
brokers, dealers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or
Securities are to be delivered, other than to and in the name of the registered
holder(s).

                                      A-16

                                    EXHIBIT B

                     FORM OF RESTRICTED COMMON STOCK LEGEND

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) OR (B) IT IS NOT A UNITED
STATES PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT
IT WILL NOT WITHIN THE LATER OF (I) TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY OR (II) THREE MONTHS AFTER IT CEASES TO BE AN "AFFILIATE" (AS
DEFINED IN RULE 144 ADOPTED UNDER THE SECURITIES ACT) RESELL OR OTHERWISE
TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY
THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN
UNITED STATES PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE
EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT
IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF (I) TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY OR (II) THREE MONTHS AFTER IT
CEASES TO BE AN AFFILIATE, FURNISH TO THE TRANSFER AGENT AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "UNITED
STATES PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY, EXCEPT AS
PERMITTED BY THE SECURITIES ACT.

                                      B-1

                                    EXHIBIT C

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           OF RESTRICTED COMMON STOCK

[NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

         Re: Western Wireless Corporation 4.625% Convertible Subordinated Notes
             due 2023 (the "Notes")

         Reference is hereby made to the Indenture dated as of June 11, 2003
(the "Indenture") between Western Wireless Corporation and The Bank of New York,
as Trustee. Capitalized terms used but not defined herein shall have the
meanings given them in the Indenture.

         This letter relates to _________ shares of Common Stock [represented by
the accompanying certificate(s) that were] [to be] issued upon conversion of
Securities and which are held in the name of [name of transferor] (the
"Transferor") to effect the transfer of such Common Stock.

         In connection with the transfer of such shares of Common Stock, the
undersigned confirms that such shares of Common Stock are being transferred:

         CHECK ONE BOX BELOW

         (1)  [_]   to the Company; or

         (2)  [_]   pursuant to and in compliance with Rule 144A under the
                    Securities Act of 1933; or

         (3)  [_]   pursuant to and in compliance with Regulation S under the
                    Securities Act of 1933; or

         (4)  [_]   pursuant to an exemption from registration under the
                    Securities Act of 1933 provided by Rule 144 thereunder.

                                      C-1

         Unless one of the above boxes is checked, the transfer agent will
refuse to register any of the Common Stock [evidenced by this certificate] [to
be issued to] in the name of any person other than the registered holder
thereof; provided, however, that if box (2), (3) or (4) is checked, the transfer
agent may require, prior to registering any such transfer of the Common Stock
such certifications and other information, and if box (4) is checked such legal
opinions, as the Company has reasonably requested in writing, by delivery to the
transfer agent of a standing letter of instruction, to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.

         Dated:

                                        [Name of Transferor],

                                        By

                                            ------------------------------
                                            Name:
                                            Title:



Signature Guarantee:*  ___________________________________________________

* Signatures must be guaranteed by an Eligible Guarantor Institution (banks,
brokers, dealers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or
Securities are to be delivered, other than to and in the name of the registered
holder(s).

EX-4.4

                                                                     EXHIBIT 4.4

                                                                  EXECUTION COPY




                          REGISTRATION RIGHTS AGREEMENT


            THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of June 11, 2003 between Western Wireless Corporation, a
Washington corporation (the "Company"), on the one hand, and Citigroup Global
Markets Inc., J.P. Morgan Securities Inc. and Wachovia Securities, Inc. (the
"Initial Purchasers"), on the other hand, pursuant to the Purchase Agreement,
dated June 5, 2003 (the "Purchase Agreement"), among the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.

            The Company agrees with the Initial Purchasers, (i) for their
benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Notes (as defined
herein), and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issuable upon conversion of the Notes (each of the
foregoing a "Holder" and together the "Holders"), as follows:

            SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. In addition to the terms that are defined elsewhere in this
Agreement, the following terms shall have the following meanings:

            "Additional Amount" has the meaning specified in Section 2(e)
hereof.

            "Additional Amount Accrual Period" has the meaning specified in
Section 2(e) hereof.

            "Additional Amount Payment Date" means each June 15 and December 15.

            "Additional Notes" means up to an additional $15,000,000 aggregate
original principal amount of 4.625% Convertible Subordinated Notes due 2023 of
the Company to be purchased pursuant to the Purchase Agreement.

            "Affiliate", with respect to any specified person, has the meaning
specified in Rule 144.

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

            "Common Stock" means any shares of the Class A common stock, no par
value, of the Company and any other shares of common stock as may constitute

"Common Stock" for purposes of the Indenture, including the Underlying Common
Stock.

            "Company" has the meaning specified in the first paragraph of this
Agreement.

            "Conversion Price" means $15.456 per share.

            "Deferral Notice" has the meaning specified in Section 3(i) hereof.

            "Deferral Period" has the meaning specified in Section 3(i) hereof.

            "Effectiveness Deadline Date" has the meaning specified in Section
2(a) hereof.

            "Effectiveness Period" means the earlier of (i) the period of two
years from the Issue Date or, if later, two years from the last date on which
any Additional Notes are issued upon the exercise of the Initial Purchasers'
option to purchase Additional Notes pursuant to the Purchase Agreement and (ii)
the period ending on the date that all Registrable Securities have ceased to be
Registrable Securities.

            "Event" has the meaning specified in Section 2(e) hereof.

            "Event Date" has the meaning specified in Section 2(e) hereof.

            "Event Termination Date" has the meaning specified in Section 2(e)
hereof.

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

            "Filing Deadline Date" has the meaning specified in Section 2(a)
hereof.

            "Firm Notes" means an aggregate of $100,000,000 original principal
amount of the 4.625% Convertible Subordinated Notes due 2023 of the Company to
be purchased pursuant to the Purchase Agreement.

            "Holder" has the meaning specified in the second paragraph of this
Agreement.

            "Indenture" means the Indenture dated as of the date hereof, as
amended from time to time, between the Company and The Bank of New York, as
trustee, pursuant to which the Notes are being issued.

            "Initial Purchasers" has the meaning specified in the first
paragraph of this Agreement.

                                       2

            "Initial Shelf Registration Statement" has the meaning specified in
Section 2(a) hereof.

            "Issue Date" means June 11, 2003.

            "Material Event" has the meaning specified in Section 3(i) hereof.

            "Notes" means the Firm Notes and the Additional Notes.

            "Notice and Questionnaire" means a written notice delivered to the
Company containing substantially the information called for by the Selling
Security Holder Notice and Questionnaire attached as Annex A to the Offering
Memorandum dated June 5, 2003 of the Company relating to the Notes.

            "Notice Holder" means on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

            "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

            "Purchase Agreement" has the meaning specified in the first
paragraph of this Agreement.

            "Record Holder" means, with respect to any Additional Amount Payment
Date relating to any Note or shares of Underlying Common Stock as to which any
Additional Amount has accrued, the registered holder of such Note or such shares
of Underlying Common Stock, as the case may be, on the 15th day immediately
prior to the next succeeding Additional Amount Payment Date.

            "Registrable Securities" means the Notes until such time as they
have been converted and, at all times subsequent to any such conversion, the
Underlying Common Stock into which such Notes have been converted, and any
security issued with respect thereto upon any stock dividend, split, merger or
similar event until, in the case of any such security, the earliest of (i) its
effective registration under the Securities Act and resale in accordance with
the Registration Statement covering it, (ii) expiration of the holding period
that would be applicable thereto under Rule 144(k) were it not held by an
Affiliate of the Company, or (iii) its sale to the public pursuant to Rule 144.

            "Registration Expenses" has the meaning specified in Section 5
hereof.

                                       3

            "Registration Statement" means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

            "Restricted Securities" has the meaning assigned to such term in
Rule 144.

            "Rule 144" means Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar or successor Rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.

            "Rule 144A" means Rule 144A under the Securities Act, as such Rule
may be amended from time to time, or any similar or successor Rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.

            "SEC" means the United States Securities and Exchange Commission and
any successor agency.

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

            "Shelf Registration Statement" has the meaning specified in Section
2(a) hereof.

            "Subsequent Shelf Registration Statement" has the meaning specified
in Section 2(b) hereof.

            "TIA" means the Trust Indenture Act of 1939, as amended.

            "Trustee" means The Bank of New York (or any successor entity), the
Trustee under the Indenture.

            "Underlying Common Stock" means the Common Stock into which the
Notes are convertible or issued upon any such conversion.

            SECTION 2. Shelf Registration.

            (a) The Company shall prepare and file or cause to be prepared and
filed with the SEC no later than a date which is ninety (90) days after the
Issue Date (the "Filing Deadline Date") a Registration Statement for an offering
to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a "Shelf Registration Statement") registering the resale from
time to time by Holders of all of the Registrable Securities (the "Initial Shelf
Registration Statement"). The Initial Shelf Registration Statement shall be on
Form S-3 or another appropriate form permitting registration of

                                       4

such Registrable Securities for resale by such Holders in accordance with the
methods of distribution reasonably elected by the Holders and set forth in the
Initial Shelf Registration Statement; provided that in no event will such
method(s) of distribution take the form of an underwritten offering of the
Registrable Securities without the prior agreement of the Company. The Company
shall use commercially reasonable efforts to cause the Initial Shelf
Registration Statement to be declared effective under the Securities Act no
later than the date (the "Effectiveness Deadline Date") that is one hundred and
eighty (180) days after the Issue Date, and to keep, subject to Section 3(i)(A),
the Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the expiration
of the Effectiveness Period. Each Holder that became a Notice Holder on or prior
to the date ten (10) Business Days prior to the time that the Initial Shelf
Registration Statement became effective shall be named as a selling security
holder in the Initial Shelf Registration Statement and the related Prospectus in
such a manner as to permit such Holder to deliver such Prospectus to purchasers
of Registrable Securities in accordance with applicable federal securities law
(other than laws not generally applicable to all such Holders). Notwithstanding
the foregoing, no Holder shall be entitled to have the Registrable Securities
held by it covered by such Shelf Registration Statement unless such Holder has
provided a Notice and Questionnaire in accordance with Section 2(d) and is in
compliance with Section 4. The Company shall not permit any of its security
holders (other than the Holders of Registrable Securities) to include any of the
Company's securities in the Shelf Registration Statement (or any Subsequent
Shelf Registration Statement).

            (b) If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason at any time
during the Effectiveness Period, the Company shall use commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected by the Company to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional Shelf Registration
Statement covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use
commercially reasonable efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is reasonably practicable after
such filing or, if filed during a Deferral Period, after the expiration of such
Deferral Period, and to keep such Registration Statement (or Subsequent Shelf
Registration Statement), subject to Section 3(i)(A), continuously effective
until the end of the Effectiveness Period.

            (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or, to the extent to which the Company does
not reasonably object, as

                                       5

reasonably requested by the Initial Purchasers or by the Trustee on behalf of
the registered Holders.

            (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to
sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the Company
at any time before or after the Initial Shelf Registration Statement is declared
effective that is at least five (5) Business Days prior to any intended
distribution of Registrable Securities under the Shelf Registration Statement.
From and after the date the Initial Shelf Registration Statement is declared
effective, the Company shall, as promptly as is reasonably practicable after the
date a fully completed and legible Notice and Questionnaire is received by the
Company, but in any event within ten (10) Business Days of such receipt, (i) if
required by applicable law, file with the SEC a post-effective amendment to the
Shelf Registration Statement or prepare and, if required by applicable law, file
a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other document required
by the SEC so that the Holder delivering such Notice and Questionnaire is named
as a selling security holder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Registrable Securities in accordance with applicable
federal securities law (other than laws not generally applicable to all Holders
of Registrable Securities wishing to sell Registrable Securities pursuant to the
Shelf Registration Statement and related Prospectus) and, if the Company shall
file a post-effective amendment to the Shelf Registration Statement, use
reasonable efforts to cause such post-effective amendment to be declared
effective under the Securities Act as promptly as is reasonably practicable;
(ii) provide such Holder copies of any documents filed pursuant to Section
2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable
after the effectiveness under the Securities Act of any post-effective amendment
filed pursuant to Section 2(d)(i); provided that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so inform
the Holder delivering such Notice and Questionnaire and shall take the actions
set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral
Period in accordance with Section 3(i), provided further that if under
applicable law the Company has more than one option as to the type or manner of
making any such filing, it will make the required filing or filings in the
manner or of a type that is reasonably expected to result in the earliest
availability of the Prospectus for effecting resales of Registrable Securities.
Notwithstanding anything contained herein to the contrary, the Company shall be
under no obligation to name any Holder that is not a Notice Holder as a selling
security holder in any Registration Statement or related Prospectus; provided,
however, that any Holder that becomes a Notice Holder pursuant to the provisions
of Section 2(d) of this Agreement (whether or not such Holder was a Notice
Holder at the time the Registration Statement was initially declared effective)
shall be named as a selling security holder in

                                       6

the Registration Statement or related Prospectus subject to and in accordance
with the requirements of this Section 2(d).

            (e) The parties agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing Deadline Date, (ii) the Initial
Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) (each of the events
of a type described in any of the foregoing clauses (i) through (iii) is
individually referred to herein as an "Event," and the Filing Deadline Date in
the case of clause (i), the Effectiveness Deadline Date in the case of clause
(ii), and the date on which the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted by Section 3(i) in the case of
clause (iii), being referred to herein as an "Event Date"). Events shall be
deemed to continue until the "Event Termination Date," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), and termination of the Deferral Period that
caused the limit on the aggregate duration of Deferral Periods in a period set
forth in Section 3(i) to be exceeded in the case of the commencement of an Event
of the type described in clause (iii).

            Accordingly, commencing on (and including) any Event Date and ending
on (but excluding) the next date after an Event Termination Date (an "Additional
Amount Accrual Period"), the Company agrees to pay an additional amount (the
"Additional Amount"), payable on the Additional Amount Payment Dates to Record
Holders of then outstanding Notes that are Registrable Securities or of then
outstanding shares of Underlying Common Stock issued upon conversion of Notes
that are Registrable Securities, as the case may be, accruing, for each portion
of such Additional Amount Accrual Period beginning on and including an
Additional Amount Payment Date (or, in respect of the first time that the
Additional Amount is to be paid to Holders on a Additional Amount Payment Date
as a result of the occurrence of any particular Event, from the Event Date) and
ending on but excluding the first to occur of (A) the date of the end of the
Additional Amount Accrual Period or (B) the next Additional Amount Payment Date,
at a rate per annum equal to one-quarter of one percent (0.25%), for the first
ninety (90)-day period from the Event Date, and at a rate per annum equal to
one-half of one percent (0.50%), thereafter, of each $1,000 principal amount of
Notes or the Conversion Price of each share of Underlying Common Stock, as the
case may be, in each case determined as of the Business Day immediately
preceding the next Additional Amount Payment Date; provided that any Additional
Amount accrued with respect to any Note or portion thereof called for redemption
on a redemption date or converted into Underlying Common Stock on a conversion
date shall, in any such event, be paid instead to the Holder who submitted such
Note or portion thereof for redemption or conversion

                                       7

on the applicable redemption date or conversion date, as the case may be, on
such date (or promptly following the conversion date, in the case of
conversion). Notwithstanding the foregoing, no Additional Amounts shall accrue
as to any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Additional Amount with respect
to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the cure
of all Events requiring the payment by the Company of Additional Amounts to the
Holders of Registrable Securities pursuant to this Section, the accrual of
Additional Amounts will cease (without in any way limiting the effect of any
subsequent Event requiring the payment of the Additional Amount by the Company).

            The Trustee, subject to the applicable provisions of the Indenture,
shall be entitled on behalf of Holders of Notes to seek any available remedy for
the enforcement of this Agreement, including for the payment of any Additional
Amount. Notwithstanding the foregoing, the parties agree that the sole monetary
damages payable for a violation of the terms of this Agreement with respect to
which additional amounts are expressly provided shall be such Additional Amount.
Nothing shall preclude a Notice Holder or Holder of Registrable Securities from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.

            All of the Company's obligations set forth in this Section 2(e) that
are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

            The parties agree that the Additional Amounts provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

            SECTION 3. Registration Procedures. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

            (a) Before filing any Registration Statement or Prospectus or any
amendments or supplements (other than amendments or supplements that do nothing
more substantive than name one or more Notice Holders as selling security
holders) thereto with the SEC, furnish to the Initial Purchasers copies of all
such documents proposed to be filed and use reasonable efforts to reflect in
each such document when so filed with the SEC such comments as the Initial
Purchasers reasonably shall propose within three (3) Business Days of the
delivery of such copies to the Initial Purchasers.

            (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such


                                       8

Registration Statement continuously effective for the applicable period
specified in Section 2(a); cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act;
and use reasonable efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all securities covered by
such Registration Statement during the Effectiveness Period in accordance with
the intended methods of disposition by the sellers thereof set forth in such
Registration Statement as so amended or such Prospectus as so supplemented.

            (c) As promptly as reasonably practicable give notice to the Notice
Holders and the Initial Purchasers (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a Registration
Statement has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal
or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information
related thereto, (iii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order or injunction suspending or enjoining
the use of any Prospectus or the effectiveness of any Registration Statement or
the initiation of any proceedings for that purpose, (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation of any proceeding for such purpose, (v) of
the occurrence of (but not the nature of or details concerning) a Material Event
(provided, however, that no notice by the Company shall be required pursuant to
this clause (v) in the event that the Company promptly files a Prospectus
supplement to update the Prospectus or the Company files a Current Report on
Form 8-K or other appropriate Exchange Act report that is incorporated by
reference into the Registration Statement, which, in either case, contains the
requisite information with respect to such Material Event that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading) and (vi) of the determination by the Company
that a post-effective amendment to a Registration Statement will be filed with
the SEC, which notice may, at the discretion of the Company (or as required
pursuant to Section 3(i)), state that it constitutes a Deferral Notice, in which
event the provisions of Section 3(i) shall apply.

            (d) Use reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment or, if any
such order or suspension is made effective during any Deferral Period, at the
earliest possible moment after the expiration of such Deferral Period.

                                       9

            (e) If reasonably requested by the Initial Purchasers or any Notice
Holder, as promptly as reasonably practicable incorporate in a Prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Initial Purchasers or such Notice Holder shall, on the basis
of an opinion of nationally recognized counsel experienced in such matters,
determine to be required to be included therein by applicable law and make any
required filings of such Prospectus supplement or such post-effective amendment
as required by applicable law; provided that the Company shall not be required
to take any actions under this Section 3(e) that are not, in the reasonable
opinion of counsel for the Company, in compliance with applicable law.

            (f) As promptly as reasonably practicable after the filing of such
documents with the SEC, furnish to each Notice Holder and the Initial
Purchasers, upon their request and without charge, at least one (1) conformed
copy of the Registration Statement and any amendment thereto, including
financial statements, but excluding schedules, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits (unless
requested in writing to the Company by such Notice Holder or the Initial
Purchasers, as the case may be).

            (g) During the Effectiveness Period (except during such periods that
a Deferral Notice is outstanding and has not been revoked), deliver to each
Notice Holder in connection with any sale of Registrable Securities pursuant to
a Registration Statement, without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities and any amendment or
supplement thereto as such Notice Holder may reasonably request; and the Company
hereby consents (except during such periods that a Deferral Notice is
outstanding and has not been revoked) to the use of such Prospectus or each
amendment or supplement thereto by each Notice Holder in connection with any
offering and sale of the Registrable Securities covered by such Prospectus or
any amendment or supplement thereto in the manner set forth therein.

            (h) Subject to Section 3(i), prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable efforts to register or qualify or cooperate with the Notice Holders
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any Notice Holder reasonably requests in writing (which request may be
included in the Notice and Questionnaire), it being agreed that no such
registration or qualification will be made unless so requested; prior to any
public offering of the Registrable Securities pursuant to the Shelf Registration
Statement, use reasonable efforts to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
in connection with such Notice Holder's offer and sale of Registrable Securities
pursuant to such registration or qualification (or exemption therefrom) and do
any and all other acts or things necessary to enable the disposition in such
jurisdictions of such Registrable Securities in the manner set forth in the
relevant Registration Statement and the related Prospectus; provided that the
Company will not be required to (i) qualify as a foreign corporation or as a
dealer in

                                       10

securities in any jurisdiction where it is not otherwise qualified or (ii) take
any action that would subject it to general service of process in suits or to
taxation in any such jurisdiction where it is not then so subject.

            (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "Material Event") as a result of which any Registration Statement
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (including, in any such case, as a result of the
non-availability of financial statements), or (C) the occurrence or existence of
any development, event, fact, situation or circumstance relating to the Company
that, in the sole discretion of the Company, makes it appropriate to suspend the
availability of the Shelf Registration Statement and the related Prospectus, (i)
in the case of clause (B) above, subject to the next sentence, as promptly as
practicable prepare and file a post-effective amendment to such Registration
Statement or a supplement to the related Prospectus or any document incorporated
therein by reference or file any other required document that would be
incorporated by reference into such Registration Statement and Prospectus so
that such Registration Statement does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and such Prospectus
does not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use reasonable efforts to cause it to be declared
effective as promptly as is reasonably practicable, and (ii) in the case of
clauses (A), (B) and (C) above, give notice to the Notice Holders that the
availability of the Shelf Registration Statement is suspended (a "Deferral
Notice") and, upon receipt of any Deferral Notice, each Notice Holder agrees not
to sell any Registrable Securities pursuant to the Registration Statement until
such Notice Holder's receipt of copies of the supplemented or amended Prospectus
provided for in clause (i) above, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus. The Company will use reasonable efforts to
ensure that the use of the Prospectus may be resumed (x) in the case of clause
(A) above, as promptly as is practicable, (y) in the case of clause (B) above,
as soon as, in the sole judgment of the Company, public disclosure of such
Material Event would not be prejudicial to or contrary to the interests of the
Company or, if necessary to avoid unreasonable burden or expense, as soon as
reasonably practicable thereafter and (z) in the case of clause (C) above, as
soon as, in the sole discretion of the Company, such suspension is no longer
appropriate. So long as the

                                       11

period during which the availability of the Registration Statement and any
Prospectus is suspended (the "Deferral Period") does not exceed thirty (30) days
during any three (3) month period or ninety (90) days during any twelve (12)
month period, the Company shall not incur any obligation to pay Additional
Amounts pursuant to Section 2(e).

            (j) If reasonably requested in writing in connection with a
disposition of Registrable Securities pursuant to a Registration Statement, make
reasonably available for inspection during reasonable business hours by a
representative for the Notice Holders of such Registrable Securities and any
broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate
executive officers, directors and designated employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours all relevant information reasonably requested by such representative for
the Notice Holders or any such broker-dealers, attorneys or accountants in
connection with such disposition, in each case as is customary for similar "due
diligence" examinations; provided, however, that such persons shall first agree
in writing with the Company that any information that is reasonably designated
by the Company in writing as confidential at the time of delivery of such
information shall be kept confidential by such persons and shall be used solely
for the purposes of exercising rights under this Agreement, unless (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities; (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of any
Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement or otherwise obligated to keep such information confidential; and
provided further that the foregoing inspection and information gathering shall,
to the greatest extent possible, be coordinated on behalf of all the Notice
Holders and the other parties entitled thereto by the counsel referred to in
Section 5.

            (k) Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earning statements (which need
not be audited) satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar Rule promulgated under the Securities
Act) no later than forty-five (45) days after the end of any twelve (12)-month
period (or ninety (90) days after the end of any twelve (12)-month period if
such period is a fiscal year) commencing on the first day of the first fiscal
quarter of the Company commencing after the effective date of a Registration
Statement, which statements shall cover said twelve (12)-month periods.

            (l) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold pursuant to a Registration Statement, and cause such Registrable Securities
to be in such



                                       12

denominations as are permitted by the Indenture and registered in such names as
such Notice Holder may request in writing at least two (2) Business Days prior
to any sale of such Registrable Securities.

            (m) Provide a CUSIP number for all Registrable Securities covered by
each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee for the Notes and the transfer
agent for the Common Stock with certificates for the Registrable Securities that
are in a form eligible for deposit with The Depository Trust Company.

            (n) Make a reasonable effort to provide such information as is
required for any filings required to be made with the National Association of
Securities Dealers, Inc.

            (o) Upon the effectiveness of the Initial Shelf Registration
Statement, announce the same, in each case by release to Businesswire, Reuters
Economic Services, Bloomberg Business News or any other means of dissemination
reasonably expected to make such information known publicly.

            (p) Take all actions reasonably necessary, or reasonably requested
by the holders of a majority of the Registrable Securities being sold, in order
to expedite or facilitate disposition of such Registrable Securities; provided
that the Company shall not be required to take any action in connection with an
underwritten offering without its consent.

            (q) Cause the Indenture to be qualified under the TIA not later than
the effective date of any Registration Statement; and in connection therewith,
cooperate with the Trustee to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use reasonable efforts to cause the Trustee to execute,
all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner.

            (r) Cause all Underlying Common Stock to be listed on each
securities exchange or quotation system on which the Common Stock is then listed
no later than the date the Initial Shelf Registration Statement is declared
effective and, in connection therewith, to make such filings as may be required
under the Exchange Act and to have such filings declared effective as and when
required thereunder.

            SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition
of the Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(d) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.
Each Notice Holder agrees to furnish promptly to the Company in



                                       13

writing all information required to be disclosed in order to make the
information previously furnished to the Company by such Notice Holder not
misleading, any other information regarding such Notice Holder and the
distribution of such Registrable Securities as may be required to be disclosed
in the Registration Statement under applicable law or pursuant to SEC comments
and any information otherwise required by the Company to comply with applicable
law or regulations. Each Holder further agrees, following termination of the
Effectiveness Period, to notify the Company, within ten (10) Business Days of a
request, of the amount of Registrable Securities sold pursuant to the
Registration Statement and, in the absence of a response, the Company may assume
that all of the Holder's Registrable Securities were so sold.

            SECTION 5. Registration Expenses. The Company shall bear all fees
and expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any of the
Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws to the extent such
filings or compliance are required pursuant to this Agreement (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities)), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company), (iii) duplication expenses
relating to copies of any Registration Statement or Prospectus delivered to any
Holders hereunder, (iv) fees and disbursements of counsel for the Company in
connection with the Shelf Registration Statement, and (v) reasonable fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock. In addition, the Company shall bear or reimburse the
Notice Holders for the reasonable fees and disbursements of one firm of legal
counsel for the Holders, which shall, upon the written consent of the Initial
Purchasers (which shall not be unreasonably withheld), be a nationally
recognized law firm experienced in securities law matters designated by the
Company. In addition, the Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of officers and employees
performing legal or accounting duties), and its expenses for any annual audit,
the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange on which the same securities of the
Company are then listed and the fees and expenses of any person, including
special experts, retained by the Company.

            SECTION 6. Indemnification; Contribution.

            (a) The Company agrees to indemnify and hold harmless each Initial
Purchaser and each Holder of Registrable Securities and each person, if any, who
controls any Initial Purchaser or any holder of Registrable Securities within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, as follows:

                                       14

                  (i) against any and all loss, liability, claim, damage and
            expense whatsoever, as incurred, arising out of any untrue statement
            or alleged untrue statement of a material fact contained in the
            Registration Statement (or any amendment thereto), or the omission
            or alleged omission therefrom of a material fact required to be
            stated therein or necessary in order to make the statements therein,
            in light of the circumstances under which they were made, not
            misleading or arising out of any untrue statement or alleged untrue
            statement of a material fact included in any preliminary prospectus
            or the Prospectus (or any amendment or supplement thereto), or the
            omission or alleged omission therefrom of a material fact necessary
            in order to make the statements therein, in the light of the
            circumstances under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
            expense whatsoever, as incurred, to the extent of the aggregate
            amount paid in settlement of any litigation, or any investigation or
            proceeding by any governmental agency or body, commenced or
            threatened, or of any claim whatsoever based upon any such untrue
            statement or omission, or any such alleged untrue statement or
            omission, provided that (subject to Section 6(d) below) any such
            settlement is effected with the prior written consent of the
            Company; and

                  (iii) subject to Section 6(c) below, against any and all
            expense whatsoever, as incurred (including the reasonable fees and
            disbursements of counsel), reasonably incurred in investigating,
            preparing or defending against any litigation, or any investigation
            or proceeding by any governmental agency or body, commenced or
            threatened, or any claim whatsoever based upon any such untrue
            statement or omission, or any such alleged untrue statement or
            omission, to the extent that any such expense is not paid under (i)
            or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Initial Purchasers, such Holder of Registrable Securities
(which also acknowledges the indemnity provisions herein) or any person, if any,
who controls any Initial Purchaser or any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided further that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense (1) arising from an offer or sale of
Registrable Securities occurring during a Deferral Period, if a Deferral Notice
was given to such Notice Holder or (2) if the Holder fails to deliver at or
prior to the written confirmation of sale, the most recent Prospectus, as
amended or supplemented, and such Prospectus, as amended or supplemented, would
have corrected such untrue statement or omission or alleged untrue statement or
omission of a material fact and the delivery thereof was required by law.



                                       15

            (b) In connection with any Shelf Registration Statement in which a
Holder, including, without limitation, the Initial Purchasers of Registrable
Securities is participating, in furnishing information relating to such Holder
of Registrable Securities to the Company in writing expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the Holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless the Initial
Purchasers and each person, if any, who controls any Initial Purchaser within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act and the Company and each person, if any, who controls the Company
within the meaning of either such Section, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder of Registrable Securities (which also acknowledges the indemnity
provisions herein) or any person, if any, who controls any such Holder of
Registrable Securities expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

            The Initial Purchasers agree severally to indemnify and hold
harmless the Company, the Holders of Registrable Securities, and each person, if
any, who controls the Company or any Holder of Registrable Securities within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act against any and all loss, liability, claim, damage and expense described in
the indemnity contained in subsection (a) of this Section 6, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Initial Purchasers expressly for
use in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

            (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of these indemnity provisions. The
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to

                                       16

retain a separate firm as its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (A) the reasonable fees and
expenses of more than one firm (in addition to any local counsel) for the
Initial Purchasers, Holders of Registrable Securities, and all persons, if any,
who control any Initial Purchaser or Holder of Registrable Securities within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act or (B) the reasonable fees and expenses of more than one firm (in addition
to any local counsel) for the Company, its directors, and each person, if any,
who controls the Company within the meaning of either such Section, and that all
such reasonable fees and expenses shall be reimbursed as they are incurred. In
the event a separate firm is retained for the Initial Purchasers, Holders of
Registrable Securities, and control persons of the Initial Purchasers and
Holders of Registrable Securities, such firm shall be designated in writing by
the Initial Purchasers. In the event a separate firm is retained for the Company
and its directors, officers and control persons, such firm shall be designated
in writing by the Company. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 6 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

            (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than sixty (60) days
after receipt by such indemnifying party of aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least forty-five (45) days prior to such settlement being entered into and (iii)
such indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement; provided that
an indemnifying party shall not be liable for any such settlement effected
without its consent if such indemnifying party (1) reimburses such indemnified
party in accordance with such request to the extent it considers such request to
be reasonable and (2) provides written notice to the indemnified party
describing any unpaid balance it believes is unreasonable and the reasons
therefor, in each case prior to the date of such settlement.



                                       17

            (e) If the indemnification to which an indemnified party is entitled
under this Section 6 is for any reason unavailable to or insufficient although
applicable in accordance with its terms to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

            The relative fault of the Company on the one hand and the holders of
the Registrable Securities or the Initial Purchasers on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
holder of the Registrable Securities or the Initial Purchasers and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

            The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any out-of-pocket legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

            Notwithstanding the provisions of this Section 6, neither the Holder
of any Registrable Securities nor any Initial Purchaser shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such Holder of Registrable
Securities or by such Initial Purchaser, as the case may be, and distributed to
the public exceeds the amount of any damages that such Holder of Registrable
Securities or such Initial Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.

            No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

            For purposes of this Section 6(e), each person, if any, who controls
any Initial Purchaser or any holder of Registrable Securities within the meaning
of Section 15

                                       18

of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as such Initial Purchaser or such holder, and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Company.

            SECTION 7. Information Requirements. The Company covenants that, if
at any time before the end of the Effectiveness Period the Company is not
subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in writing
(including, without limitation, making such reasonable representations as any
such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitations of Rule 144 and Rule 144A under
the Securities Act and customarily taken in connection with sales pursuant to
such exemptions. Upon the written request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such filing requirements, unless such a statement
has been included in the Company's most recent annual or quarterly report
required to be filed and filed pursuant to Section 13 or Section 15(d) of the
Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities under any
section of the Exchange Act.

            SECTION 8. Miscellaneous.

            (a) No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to the Company's securities that conflicts with
the rights granted to the Holders of Registrable Securities in this Agreement.
The Company represents and warrants that the rights granted to the Holders of
Registrable Securities hereunder do not in any way conflict with the rights
granted to the holders of the Company's securities under any other agreements.

            (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Notes are or would be convertible or exchangeable
as of the date on which such consent is requested). Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Registrable
Securities whose securities are being sold pursuant to a Registration Statement
and that does not directly or indirectly affect the rights of other Holders of
Registrable Securities

                                       19

may be given by Holders of at least a majority of the Registrable Securities
being sold by such Holders pursuant to such Registration Statement; provided
that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence. Each Holder of Registrable Securities outstanding at the
time of any such amendment, modification, supplement, waiver or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 8(b), whether or not any
notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to such
Holder.

            (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier, or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

            if to a Holder of Registrable Securities that is not a Notice
Holder, at the address for such Holder then appearing in the register maintained
by the Registrar (as defined in the Indenture);

            if to a Notice Holder, at the most current address given by
such Holder to the Company in a Notice and Questionnaire or any amendment
thereto;

            if to the Company, to:

                  Western Wireless Corporation
                  3650 131st Avenue S.E.
                  Bellevue, Washington  98006
                  Telephone No. 425-586-8700
                  Facsimile No. 425-586-8102
                  Attention: General Counsel

            with a copy to:

                  Friedman Kaplan Seiler & Adelman LLP
                  1633 Broadway, 46th Floor
                  New York, New York  10019-6708
                  Telephone No. 212-833-1107
                  Facsimile No. 212-833-1250
                  Attention: Barry A. Adelman

            and

                                       20

            if to the Initial Purchasers, to:

                  Citigroup Global Markets Inc.
                  390 Greenwich Street
                  New York, New York  10013
                  Attention: General Counsel
                  Telecopier: 212-816-7912

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

            (d) Approval of Holders. Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its Affiliates (other than the
Initial Purchasers or subsequent Holders of Registrable Securities if such
subsequent Holders are deemed to be such affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto and, without requiring any express assignment, shall inure to the benefit
of and be binding upon each Holder of any Registrable Securities; provided that
nothing herein shall be deemed to permit any assignment, transfer of other
disposition of Registrable Securities in violation of the terms of the Purchase
Agreement. If any transferee of any Holder shall acquire Registrable Securities
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be subject to all of the terms of this Agreement and by taking
and holding such Registrable Securities, such person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement.

            (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

            (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and

                                       21

effect and shall in no way be affected, impaired or invalidated thereby, and the
parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction, it being intended that all of
the rights and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.

            (j) Entire Agreement. This Agreement is intended by the parties
hereto as a final expression of their agreement and is intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties hereto with respect to such registration rights.

            (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the expiration of the Effectiveness Period,
except for (i) any liabilities or obligations under Section 4, 5 or 6 hereof and
the obligations to make payments of and provide for Additional Amounts under
Section 2(e) hereof to the extent such liabilities or obligations accrue prior
to the end of the Effectiveness Period, each of which shall remain in effect in
accordance with its terms.



                                       22

            IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.

                              Very truly yours,

                              WESTERN WIRELESS CORPORATION


                              By: /s/ M. Wayne Wisehart
                                  ------------------------------
                                  Name:  M. Wayne Wisehart
                                  Title: Executive Vice President and
                                         Chief Financial Officer



Agreed and accepted as of the date
first above written:

CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
WACHOVIA SECURITIES, INC.


By: CITIGROUP GLOBAL MARKETS INC.


    By: /s/ Vignesh Nagenthram
        ----------------------------
        Name:  Vignesh Nagenthram
        Title: Vice President

For themselves and the other
several Initial Purchasers

EX-5.1

                                                                     EXHIBIT 5.1

                                September 11, 2003



Western Wireless Corporation
3650 131st Avenue SE, Suite 400
Bellevue, WA 98006

      Re:   Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Western Wireless Corporation, a Washington
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-3
(the "Registration Statement") registering for resale by certain selling
security holders named in the Registration Statement $115,000,000 in aggregate
principal amount of its 4.625% Convertible Subordinated Notes due 2023 (the
"Notes") and such indeterminate number of shares of its Class A Common Stock,
without par value, issuable upon conversion of such Notes. The Notes were issued
under an indenture (the "Indenture") dated as of June 11, 2003 between the
Company and The Bank of New York (the "Trustee").

We have reviewed the corporate action of the Company in connection with the
foregoing and have examined such documents, corporate records, and other
instruments as we have deemed necessary for the purposes of this opinion. In
such examination, we have assumed (i) the authenticity of original documents and
the genuineness of all signatures, (ii) the conformity to the originals of all
documents submitted to us as copies and (iii) the truth, accuracy, and
completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed. We have also
assumed that (a) the Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes the valid and legally binding obligation of the
Trustee and (b) the Notes have been duly authenticated by the Trustee.

Based upon the foregoing, and subject to the qualifications and limitations
stated herein and in the opinion of Preston Gates & Ellis LLP, upon which we are
relying as described below, we are of the opinion that the Notes constitute
valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their terms (subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws affecting creditors' rights generally from time to time in effect and
subject to general principles of equity, regardless of whether such is
considered in a proceeding in equity or at law).

The opinions expressed herein are limited solely to the laws of the State of New
York and United States federal laws. With respect to matters governed by the
laws of the State of Washington, we have relied, without any investigation,
solely on the opinion of the firm Preston Gates & Ellis LLP, dated today, a copy
of which is being filed as Exhibit 5.2 to the Registration Statement. We express
no opinion as to any matter other than expressly set forth above, and no other
opinion is intended to be implied or inferred herefrom. The opinions expressed
herein are opinions of legal matters and not factual matters. Our opinions are
given as of the date hereof, and we undertake no obligation and hereby disclaim
any obligation to advise upon of any change in law, facts or circumstances,
occurring after the date hereof except in any additional or supplemental
opinions that we may render with respect to the Notes.

We hereby consent to reliance by Preston Gates & Ellis LLP on the opinions set
forth herein as though addressed to them.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments and any registration statement relating to the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to the reference to our firm in the Prospectus of the
Registration Statement under the heading "Legal Matters." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.

                                    Very truly yours,



                                    /s/ Friedman Kaplan Seiler & Adelman LLP

EX-5.2

                                                                     EXHIBIT 5.2

                                September 11, 2003



Western Wireless Corporation
3650 131st Avenue SE, Suite 400
Bellevue, WA 98006

      Re:   Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Western Wireless Corporation, a Washington
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-3
(the "Registration Statement") registering for resale by certain selling
security holders named in the Registration Statement $115,000,000 in aggregate
principal amount of the Company's 4.625% Convertible Subordinated Notes due 2023
(the "Notes") and such indeterminate number of shares of the Company's Class A
Common Stock, without par value (the "Shares"), issuable upon conversion of such
Notes. The Notes were issued under an indenture (the "Indenture") dated as of
June 11, 2003 between the Company and The Bank of New York (the "Trustee").

We have reviewed the corporate action of the Company in connection with the
foregoing and have examined such documents, corporate records, and other
instruments as we have deemed necessary for the purposes of this opinion letter.
We have assumed that (a) the Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes the valid and legally binding
obligation of the Trustee and (b) the Notes have been duly authenticated by the
Trustee.

This opinion letter is governed by, and shall be interpreted in accordance with,
the Legal Opinion Accord and the accompanying commentary and technical notes,
all as published in The Business Lawyer, Volume 47, No. 1, November 1991 (the
"Accord"), which are incorporated herein by this reference. As a consequence,
this opinion letter is subject to a number of assumptions, qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this opinion letter should be
read in conjunction therewith. The law covered by the opinions expressed herein
is expressly limited to the Law (as defined in the Accord) of the State of
Washington and the Federal Law of the United States (the "Covered Law"). To the
extent that the law of any other jurisdiction other than those mentioned in the
prior sentence impact the opinions expressed herein, we assume in our opinions
that such law is the same as the Covered Law. No opinion is expressed as to the
effect that the law of any other jurisdiction might have upon the subject matter
of the opinions expressed herein under conflicts of law principles or otherwise.
We express no opinion except as expressly set forth in

the numbered paragraphs below and no opinions shall be implied. The opinions
expressed herein are opinions of legal matters and not factual matters.

Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that:

1. The Notes have been duly authorized by the Company and constitute valid and
legally binding obligations of the Company.

2. The Shares, when certificates representing the Shares have been duly
executed, countersigned, registered and delivered (or alternatively when the
statutory procedures for issuing shares without certificates have been
satisfied) upon conversion of the Notes in accordance with terms thereof, will
be legally issued, fully paid and nonassessable.

Our opinions are given as of the date hereof, and we undertake no obligation and
hereby disclaim any obligation to advise upon of any change in law, facts or
circumstances, occurring after the date hereof except in any additional or
supplemental opinions that we may render with respect to the Notes or Shares.

We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments and any registration statement relating to the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to the reference to our firm in the Prospectus of the
Registration Statement under the heading "Legal Matters." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act. We hereby consent to
reliance by Friedman Kaplan Seiler & Adelman LLP on the opinions set forth
herein as though addressed to them.

                                    Very truly yours,



                                    /s/ Preston Gates & Ellis LLP

EX-8.1

                                                                     EXHIBIT 8.1




                               September 11, 2003

Western Wireless Corporation
3650 131st Avenue, S.E.
Bellevue, WA  98006

Ladies and Gentlemen:

         Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission in connection with certain resales of the 4.625% Convertible
Subordinated Notes Due 2023 ("Notes") of Western Wireless Corporation (the
"Company") and the Class A Common Stock ("Common Stock") Issuable Upon
Conversion of the Notes.

         We have prepared the discussion contained under the caption "Certain
United States Federal Income Tax Considerations" in the prospectus that is part
of the Registration Statement. In our opinion, such discussion accurately
summarizes the material federal income tax considerations relating to the
purchase, ownership, and disposition of the Notes and Common Stock.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                   Very truly yours,

                                   /s/  Jones Day

EX-23.3

                                                                    Exhibit 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 25, 2003 relating to the
financial statements and financial statement schedules, which appears in Western
Wireless Corporation's Annual Report on Form 10-K for the year ended December
31, 2002. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.


/s/ PricewaterhouseCoopers LLP

Seattle, Washington
September 10, 2003

EX-25.1

                                                                    EXHIBIT 25.1

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

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

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                               13-5160382
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)
One Wall Street, New York, N.Y.                        10286
(Address of principal executive offices)               (Zip code)

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

                          WESTERN WIRELESS CORPORATION
               (Exact name of obligor as specified in its charter)

Washington                                             91-163-8901
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)
3650 131st Avenue S.E.,
Bellevue, Washington                                   98006
(Address of principal executive offices)               (Zip code)
                           ---------------------------

                 4.625% Convertible Subordinated Notes due 2023
                       (Title of the indenture securities)

================================================================================

1.    GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

      (A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
            IT IS SUBJECT.




               Name                                                        Address
               ----                                                        -------

                                                           
     Superintendent of Banks of the State of New York         2 Rector Street, New York, N.Y.  10006,
                                                              and Albany, N.Y. 12203

     Federal Reserve Bank of New York                         33 Liberty Plaza, New York, N.Y.  10045

     Federal Deposit Insurance Corporation                    Washington, D.C.  20429

     New York Clearing House Association                      New York, New York   10005



      (B)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

                                      -2-

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.


                                      -3-

                                    SIGNATURE

      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 25th day of August, 2003.

                                           THE BANK OF NEW YORK


                                           By:   /S/    STACEY POINDEXTER
                                              -------------------------------
                                                 Name:  STACEY POINDEXTER
                                                 Title: ASSISTANT TREASURER


                                      -4-

                                                                       EXHIBIT 7


                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2003,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                               Dollar Amounts
ASSETS                                                          In Thousands
                                                            
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin .         $ 4,257,371
   Interest-bearing balances ..........................           6,048,782
Securities:
   Held-to-maturity securities ........................             373,479
   Available-for-sale securities ......................          18,918,169
Federal funds sold in domestic offices ................           6,689,000
Securities purchased under agreements to resell .......           5,293,789
Loans and lease financing receivables:
   Loans and leases held for sale .....................             616,186
   Loans and leases, net of unearned
     income...............38,342,282
   LESS: Allowance for loan and
     lease losses............819,982
   Loans and leases, net of unearned
     income and allowance....................37,522,300
Trading Assets ........................................           5,741,193
Premises and fixed assets (including capitalized
   leases) ............................................             958,273
Other real estate owned ...............................                 441
Investments in unconsolidated subsidiaries and
   associated companies ...............................             257,626
Customers' liability to this bank on acceptances
   outstanding ........................................             159,995
Intangible assets .....................................
   Goodwill ...........................................           2,554,921
   Other intangible assets ............................             805,938
Other assets ..........................................           6,285,971
                                                                -----------



                                                             
Total assets ..........................................         $96,483,434
                                                                ===========

LIABILITIES
Deposits:
   In domestic offices ................................         $37,264,787
   Noninterest-bearing.......................15,357,289
   Interest-bearing..........................21,907,498
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................          28,018,241
   Noninterest-bearing........................1,026,601
   Interest-bearing..........................26,991,640
Federal funds purchased in domestic offices ...........             739,736
Securities sold under agreements to repurchase ........             465,594
Trading liabilities ...................................           2,456,565
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ..........................           8,994,708
Bank's liability on acceptances executed and
   outstanding ........................................             163,277
Subordinated notes and debentures .....................           2,400,000
Other liabilities .....................................           7,446,726
                                                                -----------
Total liabilities .....................................         $87,949,634
                                                                ===========
Minority interest in consolidated subsidiaries ........             519,472

EQUITY CAPITAL
Perpetual preferred stock and related surplus .........                   0
Common stock ..........................................           1,135,284
Surplus ...............................................           2,056,273
Retained earnings .....................................           4,694,161
Accumulated other comprehensive income ................             128,610
Other equity capital components .......................                   0
                                                                -----------
Total equity capital ..................................           8,014,328
                                                                -----------
Total liabilities minority interest and equity capital          $96,483,434
                                                                ===========



      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell                        Directors
Alan R. Griffith