<PAGE>

                                                                     EXHIBIT 4.2

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

                           HORIZON PCS ESCROW COMPANY

                                HORIZON PCS, INC.

                      HORIZON PERSONAL COMMUNICATIONS, INC.

                                       AND

                  BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC

           AND EACH OF THE OTHER PARTIES THAT BECOME GUARANTORS HERETO

                          11 3/8% SENIOR NOTES DUE 2012

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

                                    INDENTURE

                            Dated as of July 19, 2004

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

                         U.S. Bank National Association

                                     Trustee

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

--------------------------------------------------------------------------------
<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                                     Indenture Section
---------------                                                                   -----------------
<S>                                                                               <C>
310(a)(1).................................................................               7.10
   (a)(2).................................................................               7.10
   (a)(3).................................................................               N.A.
   (a)(4).................................................................               N.A.
   (a)(5).................................................................               7.10
   (b)....................................................................               7.10
   (c)....................................................................               N.A.
311(a)....................................................................               7.11
   (b)....................................................................               7.11
   (c)....................................................................               N.A.
312(a)....................................................................               2.05
   (b)....................................................................              12.03
   (c)....................................................................              12.03
313(a)....................................................................               7.06
   (b)(1).................................................................               N.A.
   (b)(2).................................................................            7.06; 7.07
   (c)....................................................................           7.06; 12.02
   (d)....................................................................               7.06
314(a)....................................................................           4.03; 12.05
   (b)....................................................................               N.A.
   (c)(1).................................................................               N.A.
   (c)(2).................................................................               N.A.
   (c)(3).................................................................               N.A.
   (d)....................................................................               N.A.
   (e)....................................................................              12.05
   (f)....................................................................               N.A.
315(a)....................................................................               7.01
   (b)....................................................................               N.A.
   (c)....................................................................               N.A.
   (d)....................................................................               N.A.
   (e)....................................................................               N.A.
316(a) (last sentence)....................................................               N.A.
   (a)(1)(A)..............................................................               N.A.
   (a)(1)(B)..............................................................               N.A.
   (a)(2).................................................................               N.A.
   (b)....................................................................               N.A.
   (c)....................................................................               N.A.
317(a)(1).................................................................               N.A.
   (a)(2).................................................................               N.A.
   (b)....................................................................               N.A.
318(a)....................................................................               N.A.
   (b)....................................................................               N.A.
   (c)....................................................................              12.01
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE 1             DEFINITIONS AND INCORPORATION BY REFERENCE..........................................       1

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

         Section 1.02          Other Definitions..........................................................      22

         Section 1.03          Incorporation by Reference of Trust Indenture Act..........................      22

         Section 1.04          Rules of Construction......................................................      23

ARTICLE 2             THE NOTES...........................................................................      23

         Section 2.01          Form and Dating............................................................      23

         Section 2.02          Execution and Authentication...............................................      25

         Section 2.03          Registrar and Paying Agent.................................................      25

         Section 2.04          Paying Agent to Hold Money in Trust........................................      26

         Section 2.05          Holder Lists...............................................................      26

         Section 2.06          Transfer and Exchange......................................................      26

         Section 2.07          Replacement Notes..........................................................      40

         Section 2.08          Outstanding Notes..........................................................      40

         Section 2.09          Treasury Notes.............................................................      40

         Section 2.10          Temporary Notes............................................................      41

         Section 2.11          Cancellation...............................................................      41

         Section 2.12          Defaulted Interest.........................................................      41

ARTICLE 3             REDEMPTION AND PREPAYMENT...........................................................      41

         Section 3.01          Notices to Trustee.........................................................      41

         Section 3.02          Selection of Notes to Be Redeemed or Purchased.............................      42

         Section 3.03          Notice of Redemption.......................................................      42

         Section 3.04          Effect of Notice of Redemption.............................................      43

         Section 3.05          Deposit of Redemption or Purchase Price....................................      43

         Section 3.06          Notes Redeemed or Purchased in Part........................................      44

         Section 3.07          Optional Redemption........................................................      44

         Section 3.08          Mandatory Redemption.......................................................      45

         Section 3.09          Offer to Purchase by Application of Excess Proceeds........................      45

ARTICLE 4             COVENANTS...........................................................................      47

         Section 4.01          Payment of Notes...........................................................      47
</TABLE>

                                       -i-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
         Section 4.02          Maintenance of Office or Agency............................................      47

         Section 4.03          Reports....................................................................      48

         Section 4.04          Compliance Certificate.....................................................      49

         Section 4.05          Taxes......................................................................      50

         Section 4.06          Stay, Extension and Usury Laws.............................................      50

         Section 4.07          Restricted Payments........................................................      50

         Section 4.08          Dividend and Other Payment Restrictions Affecting Subsidiaries.............      53

         Section 4.09          Incurrence of Indebtedness and Issuance of Preferred Stock; Antilayering...      55

         Section 4.10          Asset Sales................................................................      58

         Section 4.11          Transactions with Affiliates...............................................      59

         Section 4.12          Liens......................................................................      61

         Section 4.13          Business Activities........................................................      61

         Section 4.14          Corporate Existence........................................................      61

         Section 4.15          Offer to Repurchase Upon Change of Control.................................      61

         Section 4.16          Payments for Consent.......................................................      63

         Section 4.17          Additional Guarantees......................................................      63

         Section 4.18          Designation of Restricted and Unrestricted Subsidiaries....................      64

ARTICLE 5             SUCCESSORS..........................................................................      64

         Section 5.01          Merger, Consolidation or Sale of Assets....................................      64

         Section 5.02          Successor Corporation Substituted..........................................      65

ARTICLE 6             DEFAULTS AND REMEDIES...............................................................      66

         Section 6.01          Events of Default..........................................................      66

         Section 6.02          Acceleration...............................................................      68

         Section 6.03          Other Remedies.............................................................      68

         Section 6.04          Waiver of Past Defaults....................................................      68

         Section 6.05          Control by Majority........................................................      69

         Section 6.06          Limitation on Suits........................................................      69

         Section 6.07          Rights of Holders of Notes to Receive Payment..............................      69

         Section 6.08          Collection Suit by Trustee.................................................      69
</TABLE>

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
         Section 6.09          Trustee May File Proofs of Claim...........................................      70

         Section 6.10          Priorities.................................................................      70

         Section 6.11          Undertaking for Costs......................................................      71

ARTICLE 7             TRUSTEE.............................................................................      71

         Section 7.01          Duties of Trustee..........................................................      71

         Section 7.02          Rights of Trustee..........................................................      72

         Section 7.03          Individual Rights of Trustee...............................................      73

         Section 7.04          Trustee's Disclaimer.......................................................      73

         Section 7.05          Notice of Defaults.........................................................      73

         Section 7.06          Reports by Trustee to Holders of the Notes.................................      74

         Section 7.07          Compensation and Indemnity.................................................      74

         Section 7.08          Replacement of Trustee.....................................................      75

         Section 7.09          Successor Trustee by Merger, etc...........................................      76

         Section 7.10          Eligibility; Disqualification..............................................      76

         Section 7.11          Preferential Collection of Claims Against Company..........................      76

         Section 7.12          Patriot Act................................................................      76

         Section 7.13          Payment of Liquidated Damages..............................................      76

ARTICLE 8             LEGAL DEFEASANCE AND COVENANT DEFEASANCE............................................      77

         Section 8.01          Option to Effect Legal Defeasance or Covenant Defeasance...................      77

         Section 8.02          Legal Defeasance and Discharge.............................................      77

         Section 8.03          Covenant Defeasance........................................................      77

         Section 8.04          Conditions to Legal or Covenant Defeasance.................................      78

         Section 8.05          Deposited Money and Government Securities to be Held in Trust; Other
                               Miscellaneous Provisions...................................................      79

         Section 8.06          Repayment to Company.......................................................      80

         Section 8.07          Reinstatement..............................................................      80

ARTICLE 9             AMENDMENT, SUPPLEMENT AND WAIVER....................................................      81

         Section 9.01          Without Consent of Holders of Notes........................................      81

         Section 9.02          With Consent of Holders of Notes...........................................      81

         Section 9.03          Compliance with Trust Indenture Act........................................      83
</TABLE>

                                      -iii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
         Section 9.04          Revocation and Effect of Consents..........................................      83

         Section 9.05          Notation on or Exchange of Notes...........................................      83

         Section 9.06          Trustee to Sign Amendments, etc............................................      83

ARTICLE 10            GUARANTEES..........................................................................      84

         Section 10.01         Guarantee..................................................................      84

         Section 10.02         Limitation on Guarantor Liability..........................................      85

         Section 10.03         Execution and Delivery of Guarantee........................................      85

         Section 10.04         Guarantors May Consolidate, etc., on Certain Terms.........................      86

         Section 10.05         Releases...................................................................      87

ARTICLE 11            SATISFACTION AND DISCHARGE..........................................................      87

         Section 11.01         Satisfaction and Discharge.................................................      87

         Section 11.02         Application of Trust Money.................................................      88

ARTICLE 12            MISCELLANEOUS.......................................................................      89

         Section 12.01         Trust Indenture Act Controls...............................................      89

         Section 12.02         Notices....................................................................      89

         Section 12.03         Communication by Holders of Notes with Other Holders of Notes..............      90

         Section 12.04         Certificate and Opinion as to Conditions Precedent.........................      90

         Section 12.05         Statements Required in Certificate or Opinion..............................      90

         Section 12.06         Rules by Trustee and Agents................................................      91

         Section 12.07         No Personal Liability of Directors, Officers, Employees and Stockholders...      91

         Section 12.08         Governing Law..............................................................      91

         Section 12.09         No Adverse Interpretation of Other Agreements..............................      91

         Section 12.10         Successors.................................................................      91

         Section 12.11         Severability...............................................................      92

         Section 12.12         Counterpart Originals......................................................      92

         Section 12.13         Table of Contents, Headings, etc...........................................      92
</TABLE>

                                      -iv-

<PAGE>

                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                  INVESTOR
Exhibit E         FORM OF NOTATION OF GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE
Exhibit G         FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                  TRANSFERS OF TEMPORARY REGULATIONS S GLOBAL NOTE

                                    SCHEDULES

Schedule 4.08(b)(11)                Certain Encumbrances and Restrictions

                                      -v-

<PAGE>

      INDENTURE dated as of July 19, 2004 among Horizon PCS Escrow Company, a
Delaware corporation, Horizon PCS, Inc., a Delaware corporation, each of the
Guarantors and U.S. Bank National Association, a national banking association,
as trustee.

      The issuance of the Initial Notes pursuant to this Indenture is part of
the reorganization of the ownership and capital structure of Horizon PCS, Inc.
As part of the consummation of the Reorganization (as defined below), Horizon
PCS Escrow Company will merge with and into Horizon PCS Escrow Holding Company
("Holding Company") and Holding Company will merge with and into Horizon PCS,
Inc. after which Horizon PCS, Inc. will be the surviving entity (the "Mergers").
Upon consummation of the Mergers, Horizon PCS, Inc. will assume all of the
obligations of Horizon PCS Escrow Company under this Indenture. The word
"Company" as used herein refers only to Horizon PCS Escrow Company before the
Mergers and to Horizon PCS, Inc. after the Mergers, it being understood that for
purposes of Articles 4, 5 and 6, such term means Horizon PCS, Inc. and Horizon
PCS Escrow Company. The Reorganization will be deemed not to violate Articles 4,
5 and 6 hereof.

      On the date hereof, Horizon PCS Escrow Company will deposit the gross
proceeds from the offering of the Initial Notes, and Horizon PCS, Inc. will
deposit such additional amounts sufficient to pay (i) all accrued and unpaid
interest on the Initial Notes up to but not including the 120th day after the
date hereof and (ii) certain expenses in an escrow account (the "Escrow
Account") pursuant to an Escrow Agreement to be dated as of the date hereof (the
"Escrow Agreement") among Horizon PCS Escrow Company, Horizon PCS, Inc., U.S.
Bank National Association, as trustee and U.S. Bank National Association, as
Escrow Agent (the "Escrow Agent"). The funds in the Escrow Account will be used
on or before November 16, 2004 to consummate the Reorganization on the terms
described in the Offering Circular or, in the event of a Special Mandatory
Redemption, released to finance the redemption price of the Initial Notes in
connection therewith.

      The parties hereto agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders (as defined) of the 11-3/8% Senior
Notes due 2012 (the "Notes"):

                                   ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

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

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

            (1)   Indebtedness of any other Person existing at the time such
      other Person is merged with or into or became a Subsidiary of such
      specified Person, whether or not such

<PAGE>

      Indebtedness is incurred in connection with, or in contemplation of, such
      other Person merging with or into, or becoming a Restricted Subsidiary of,
      such specified Person; and

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

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

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

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

      "Annualized Consolidated Cash Flow" means, with respect to any specified
Person, two times the Consolidated Cash Flow of such Person for the most
recently ended two-quarter period for which internal financial statements are
available.

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

      "Asset Sale" means:

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

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

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

            (1)   any single transaction or series of related transactions that
involves assets having a Fair Market Value of less than $2.0 million;

            (2)   a disposition of assets between or among the Company and its
Restricted Subsidiaries;

                                       2

<PAGE>

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

            (4)   the disposition of assets in the ordinary course of business,
including any disposition of damaged, worn-out or obsolete assets in the
ordinary course of business;

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

            (6)   a Restricted Payment that does not violate Section 4.07 hereof
or a Permitted Investment;

            (7)   the sale of the Company's assets in the NTELOS Service Area
(as defined in the Plan of Reorganization) as contemplated by the
Reorganization; and

            (8)   the grant or enforcement of Liens.

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

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

      "Board of Directors" means:

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

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

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

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

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

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

      "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in
accordance with GAAP, and the Stated Maturity

                                       3

<PAGE>

thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be prepaid by
the lessee without payment of a penalty.

      "Capital Stock" means:

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

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

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

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

      "Cash Equivalents" means:

            (1)   United States dollars;

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

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

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

            (5)   commercial paper having one of the two highest ratings
      obtainable from Moody's Investors Service, Inc. or Standard & Poor's
      Rating Services and, in each case, maturing within nine months after the
      date of acquisition; and

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

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

                                       4

<PAGE>

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

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

            (3)   the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above) (other than a Permitted Holder or any entity formed
for the purpose of owning the Capital Stock of the Company) becomes the
Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
of the Company, measured by voting power rather than number of shares; or

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

      "Clearstream" means Clearstream Banking, S.A.

      "Company" has the meaning set forth in the preamble hereto. "Consolidated
Cash Flow" means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus, without
duplication:

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

            (2)   the Consolidated Interest Expense of such Person and its
Restricted Subsidiaries for such period, to the extent that such Consolidated
Interest Expense was deducted in computing such Consolidated Net Income; plus

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

            (4)   for purposes of the definition of Debt to Cash Flow Ratio,
non-recurring fees or expenses made or incurred in connection with the
Reorganization not to exceed $10.0 million; minus

            (5)   noncash items increasing such Consolidated Net Income for such
period, other than the accrual of revenue in the ordinary course of business,

                                       5

<PAGE>

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

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

      "Consolidated Indebtedness" means, with respect to any specified Person as
of any date of determination, the sum, without duplication, of:

            (1)   the total amount of Indebtedness of such Person and its
Restricted Subsidiaries; plus

            (2)   the total amount of Indebtedness of any other Person, to the
extent that such Indebtedness has been Guaranteed by the referenced Person or
one or more of its Restricted Subsidiaries; plus

            (3)   the aggregate liquidation value of all Disqualified Stock of
such Person and any of its Restricted Subsidiaries that have Guaranteed the
Indebtedness of such Person and all preferred stock of the Restricted
Subsidiaries of such Person,

            in each case, on a consolidated basis and determined in accordance
with GAAP, but excluding in each case Hedging Obligations.

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

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

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

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

                                       6

<PAGE>

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

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

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

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

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

            (4)   notwithstanding clause (1) above, the Net Income of any
Unrestricted Subsidiary will be excluded, whether or not distributed to the
specified Person or one of its Subsidiaries.

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

            (1)   was a member of such Board of Directors on the date of this
Indenture; or

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

      "Corporate Trust Office of the Trustee" means an office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at Goodwin Square, 225 Asylum Street,
Hartford, Connecticut, 06103, Attention: Corporate Trust Services, 23rd Floor,
or such other address as the Trustee may designate from time to time by notice
to the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

                                       7

<PAGE>

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

      "Debt to Cash Flow Ratio" means, with respect to any specified Person as
of any date of determination, the ratio of (a) the Consolidated Indebtedness of
such Person as of such date to (b) the Annualized Consolidated Cash Flow of such
Person for the two most recent full fiscal quarters for which internal financial
statements are available prior to such date of determination, determined on a
pro forma basis after giving effect to all acquisitions or dispositions of
assets and incurrences or repayments of indebtedness (other than working capital
loans) made by such Person and its Restricted Subsidiaries from the beginning of
such two-quarter period through and including such date of determination as if
such acquisitions, dispositions, incurrences and repayments had occurred at the
beginning of such two-quarter period.

      In addition, for purposes of calculating the Debt to Cash Flow Ratio:

            (1)   acquisitions that have been made by the specified Person or
any of its Restricted Subsidiaries, including through mergers or consolidations,
or any Person or any of its Restricted Subsidiaries acquired by the specified
Person or any of its Restricted Subsidiaries, and including increases in
ownership of Restricted Subsidiaries, during the two-quarter reference period or
subsequent to such reference period and on or prior to the date on which the
event for which the calculation of the Debt to Cash Flow Ratio is made (the
"Calculation Date") will be given pro forma effect (determined in good faith on
a reasonable basis in accordance with Regulation S-X under the Securities Act by
a responsible financial or accounting officer of the specified person) as if
they had occurred on the first day of the two-quarter reference period;

            (2)   the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
(and ownership interests therein) disposed of prior to the Calculation Date,
will be excluded;

            (3)   any Person that is a Restricted Subsidiary on the Calculation
Date will be deemed to have been a Restricted Subsidiary at all times during
such two-quarter period;

            (4)   any Person that is not a Restricted Subsidiary on the
Calculation Date will be deemed not to have been a Restricted Subsidiary at any
time during such two-quarter period; and

            (5)   if the reference date for the Calculation Date includes either
of the quarters ended March 31, 2004 or June 30, 2004, the Debt to Consolidated
Cash Flow Ratio will be calculated on the same basis as Adjusted EBITDA included
in the Offering Circular.

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

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

                                       8

<PAGE>

      "Deposit" means the $125 million initially deposited with the Escrow Agent
under the Escrow Agreement, which at the time of deposit represented 100% of the
gross proceeds from the issuance of the Initial Notes, plus interest scheduled
to accrue on the Notes to, but not including, November 16, 2004, plus amounts
payable for certain expenses as provided in the Escrow Agreement, as such sum
may increase as a result of the investment and reinvestment thereof.

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

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

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

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

      "Escrow Agreement" means the Escrow Agreement, dated as of July 19, 2004,
among Horizon PCS Escrow Company, Horizon PCS, Inc., U.S. Bank National
Association, as trustee under the Indenture, and U.S. Bank National Association,
as escrow agent, as such may be amended from time to time.

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

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

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

                                       9

<PAGE>

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

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

      "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries in existence on the date of this Indenture, until such amounts are
repaid.

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

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

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

      "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

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

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

      "Guarantee" means a guarantee of the Notes by a Guarantor in accordance
with this Indenture.

      "Guarantor" means, after the Merger Date, each of:

            (1)   Horizon Personal Communications, Inc. and Bright Personal
Communications Services, LLC; and

                                       10

<PAGE>

            (2)   any Subsidiary of the Company that executes a Guarantee in
accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Guarantee
of such Person has been released in accordance with the provisions of this
Indenture.

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

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

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

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

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

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

      "Immaterial Subsidiary" means, as of any date, any Restricted Subsidiary
whose total assets, as of that date, are less than $100,000 and whose total
revenues for the most recent 12-month period do not exceed $100,000; provided
that a Restricted Subsidiary will not be considered to be an Immaterial
Subsidiary if it, directly or indirectly, guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.

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

            (1)   in respect of borrowed money;

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

            (3)   in respect of banker's acceptances;

            (4)   representing Capital Lease Obligations;

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

                                       11

<PAGE>

            (6)   representing any Hedging Obligations,

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

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

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

      "Initial Notes" means the first $125,000,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.

      "Initial Purchasers" means Credit Suisse First Boston LLC and Lehman
Brothers Inc.

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

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

      "Issue Date" means July 19, 2004.

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment

                                       12

<PAGE>

may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on such payment for the intervening
period.

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

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

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

      "Mergers" has the meaning set forth in the preamble hereto.

      "Merger Date" means the date and time of the Mergers.

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

            (1)   any gain or loss, together with any related provision for
      taxes on such gain or loss, realized in connection with:

                  (a)   any Asset Sale; or

                  (b)   the disposition of any securities by such Person or any
      of its Restricted Subsidiaries or the extinguishment of any Indebtedness
      of such Person or any of its Restricted Subsidiaries; and

            (2)   any extraordinary gain or loss, together with any related
      provision for taxes on such extraordinary gain or loss.

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness (other than revolving Indebtedness incurred
pursuant to clause (1) of the definition of "Permitted Debt" where the related
commitments are not permanently reduced) secured by a Lien on the asset or
assets that were the subject of such Asset Sale and any reserve for adjustment
in respect of the

                                       13

<PAGE>

sale price of such asset or assets established in accordance with GAAP,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale.

      "Non-Recourse Debt" means Indebtedness:

            (1)   as to which neither the Company nor any of its Restricted
      Subsidiaries, except as permitted by Section 4.07 hereof (a) provides
      credit support of any kind (including any undertaking, agreement or
      instrument that would constitute Indebtedness), (b) is directly or
      indirectly liable as a guarantor or otherwise or (c) constitutes the
      lender; and

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

      "Non-U.S. Person" has the meaning assigned to such term in Regulation S.

      "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture, and unless the context otherwise
requires, all references to the Notes shall include the Initial Notes and any
Additional Notes.

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

      "Offering Circular" means the confidential offering circular of the
Company, dated July 8, 2004, relating to the offer and sale of the Initial
Notes.

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

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

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

                                       14

<PAGE>

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

      "Permitted Business" means the delivery or distribution of
telecommunications, voice, data or video services, or any business or activity
reasonably related or ancillary thereto.

      "Permitted Holder" means:

            (1)   Sprint Corporation and its Affiliates;

            (2)   any Sprint PCS Affiliate and its Affiliates; and

            (3)   Apollo Management VI, L.P. and its respective Affiliates
(other than its portfolio companies).

      "Permitted Investments" means:

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

            (2)   any Investment in Cash Equivalents;

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

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

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

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

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

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

            (7)   Investments represented by Hedging Obligations;

            (8)   Investments in prepaid expenses, negotiable instruments held
for collection, and lease, utility and workers' compensation, performance and
other similar deposits;

                                       15

<PAGE>

            (9)   loans or advances to employees made in the ordinary course of
business of the Company or any Restricted Subsidiary of the Company in an
aggregate principal amount not to exceed $1.0 million at any one time
outstanding;

            (10)  receivables owing to the Company or a Restricted Subsidiary in
the ordinary course of business;

            (11)  Investments existing on the Issue Date and any Investments
made with the proceeds of dispositions thereof; and

            (12)  repurchases of the Notes.

      "Permitted Liens" means:

            (1)   Liens on assets of the Company or any of its Restricted
Subsidiaries securing Indebtedness incurred pursuant to Section 4.09(b)(1)
hereof;

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

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

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

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

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

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

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

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

                                       16

<PAGE>

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

            (11)  Liens, other than Liens securing Indebtedness for money
borrowed, that may arise under the Company's management and services agreements
with Sprint Spectrum L.P. and its Affiliates;

            (12)  Liens for security for payment of workers' compensation or
other insurance or arising under workers' compensation laws or similar
legislation;

            (13)  Liens with respect to leasehold interests, mortgages,
obligations, liens and other encumbrances incurred, created, assumed or
permitted to exist and arising by, through or under a landlord or owner of the
leased property, with or without the consent of the lessee, none of which
materially impairs the use of any parcel of property material to the business of
the Company and its Restricted Subsidiaries, taken as a whole, or the value of
such property for the purpose of such business;

            (14)  Liens arising from leases, subleases, licenses or other
similar rights that do not interfere with the ordinary course of the business of
the Company and its Restricted Subsidiaries;

            (15)  Liens securing reimbursement obligations with respect to
letters of credit that encumber documents and other property relating to such
letters of credit;

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

            (17)  Liens from judgments not constituting an Event of Default;

            (18)  Liens in favor of the Trustee for its own benefit and similar
Liens in favor of other trustees;

            (19)  setoff, chargeback and rights of depositary and collection
banks;

            (20)  Liens arising from the deposit of funds to defease
Indebtedness;

            (21)  Liens securing indemnities, purchase price adjustments,
holdbacks or contingent payment obligations based on the performance of acquired
or disposed of assets or similar obligations related to the acquisition or
disposition of assets; and

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

                                       17

<PAGE>

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

                  (b)   the Indebtedness secured by the new Lien is not
      increased to any amount greater than the sum of (x) the outstanding
      principal amount, or, if greater, committed amount, of the Permitted
      Refinancing Indebtedness plus interest thereon and (y) an amount necessary
      to pay any fees and expenses, including premiums, related to such renewal,
      refunding, refinancing, replacement, defeasance or discharge.

      In each case set forth above, notwithstanding any stated limitation on the
assets that may be subject to such Lien, a Permitted Lien on a specified asset
or group or type of assets may include Liens on all improvements, additions and
accessions thereto and all products and proceeds thereof (including, without
limitation, dividends, distributions and increases in respect thereof).

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

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

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

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

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

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

                                       18

<PAGE>

      "Plan of Reorganization" means the plan of reorganization originally filed
by Horizon PCS, Inc. on June 27, 2004 under Chapter 11 of the Bankruptcy Code as
confirmed by the United States Bankruptcy Court for the Southern District of
Ohio, as it may be amended in a manner in which the confirmed plan of
reorganization will be substantially in accordance with the terms described in
the Offering Circular.

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

      "Purchase Agreement" means the Purchase Agreement, dated July 8, 2004,
among Horizon PCS Escrow Company, Horizon PCS, Inc., the Guarantors named
therein and the Initial Purchasers.

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

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of July 19, 2004, among Horizon PCS Escrow Company, Horizon PCS, Inc.,
the Guarantors and the other parties named on the signature pages thereof, as
such agreement may be amended, modified or supplemented from time to time and,
with respect to any Additional Notes, one or more registration rights agreements
among the Company, the Guarantors and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to
register such Additional Notes under the Securities Act.

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

      "Regulation S Global Note" means the Temporary Regulation S Global Note
and the Permanent Regulation S Global Note substantially in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes sold in reliance on Rule 903 of Regulation S.

      "Reorganization" means the transactions contemplated under the Plan of
Reorganization as described in the Offering Circular.

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

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

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

                                       19

<PAGE>

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

      "Restricted Period" means the period prior to and including the 40th day
after the later of (i) the commencement of this offering of the Notes or (ii)
the closing of this offering of the Notes.

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

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

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

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

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

      "SEC" means the Securities and Exchange Commission.

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

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

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

      "Sprint PCS Affiliate" means any Person whose sole or predominant business
is operating a personal communications services business pursuant to
arrangements with Sprint Spectrum L.P. and/or its Affiliates, or their
successors, similar to the Company's management and services agreements with
Sprint Spectrum L.P. and its Affiliates.

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

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

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

                                       20

<PAGE>

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

      "TIA" means the Trust Indenture Act of 1939, as amended (15
U.S.C. Sections 77aaa-77bbbb).

      "Trustee" means U.S. Bank National Association until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

      "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

      "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Private Placement Legend.

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

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

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

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

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

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

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

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

                                       21

<PAGE>

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

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

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                        Defined in
Term                                                                                      Section
----                                                                                      -------
<S>                                                                                     <C>
"Affiliate Transaction".............................................................       4.11
"Asset Sale Offer"..................................................................       3.09
"Authentication Order"..............................................................       2.02
"Change of Control Offer"...........................................................       4.15
"Change of Control Payment".........................................................       4.15
"Change of Control Payment Date"....................................................       4.15
"Covenant Defeasance"...............................................................       8.03
"DTC"...............................................................................       2.03
"Event of Default"..................................................................       6.01
"Excess Proceeds"...................................................................       4.10
"incur".............................................................................       4.09
"Legal Defeasance"..................................................................       8.02
"Offer Amount"......................................................................       3.09
"Offer Period"......................................................................       3.09
"Paying Agent"......................................................................       2.03
"Payment Default"...................................................................       6.01
"Permanent Regulation S Global Note"................................................       2.01
"Permitted Debt"....................................................................       4.09
"Purchase Date".....................................................................       3.09
"Registrar".........................................................................       2.03
"Restricted Payments"...............................................................       4.07
"Special Mandatory Redemption Date".................................................       3.08
"Temporary Regulation S Global Note"................................................       2.01
</TABLE>

Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

      "indenture securities" means the Notes;

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

                                       22
<PAGE>

      "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04 Rules of Construction.

      Unless the context otherwise requires:

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

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

            (3) "or" is not exclusive;

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

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

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

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

                                    ARTICLE 2
                                    THE NOTES

Section 2.01 Form and Dating.

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

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

                                       23
<PAGE>

      (b) Rule 144A Global Notes. Notes offered and sold in reliance on Rule
144A shall be issued initially in the form of one or more notes in registered,
global form, without interest coupons, and will be substantially in the form of
Exhibit A hereto (including the Global Note Legend thereon and the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Notes offered and
sold in reliance on Rule 144A and issued in definitive form will be
substantially in the form of Exhibit A hereto (but without the Global Note
Legend thereon and without the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Each 144A Global Note will represent such of the
outstanding Notes offered and sold in reliance on Rule 144A as will be specified
therein and each shall provide that it represents the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a 144A Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby will be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

      (c) Regulation S Global Notes. Notes offered and sold in offshore
transactions in reliance on Regulation S shall be issued initially in the form
of one or more temporary notes, in registered, global form, without interest
coupons (the "Temporary Regulation S Global Note") and will be substantially in
the form of Exhibit A hereto (including the Global Note Legend thereon and the
"Schedule of Exchanges of Interests in the Global Note" attached thereto).
During the Restricted Period, beneficial interests in the Temporary Regulation S
Global Note may be held only through Euroclear and Clearstream (as indirect
participants in the Depositary), unless transferred to a Person that takes
delivery through a Rule 144A Global Note in accordance with Section 2.06 hereof.
Within a reasonable time period after the expiration of the Restricted Period,
upon receipt by the Trustee and the Company of a duly executed certificate
certifying that the Holder of the beneficial interest in the Temporary
Regulation S Global Note is a Non-U.S. Person, substantially in the form of
Exhibit G hereto from the Depositary, a single permanent global Note in
registered form substantially in the form of Exhibit A hereto (the "Permanent
Regulation S Global Note", and together with the Temporary Regulation S Global
Note, the "Regulation S Global Note") duly executed by the Company (and having
an executed Guarantee from each of the Guarantors endorsed thereon) and
authenticated by the Trustee as hereinafter provided for shall be deposited with
the Trustee, as custodian for the Depositary, and the Registrar shall reflect on
its books and records the cancellation of the Temporary Regulation S Global Note
and the issuance of the Permanent Regulation S Global Note. Notes offered and
sold in offshore transactions in reliance on Regulation S and issued in
definitive form will be substantially in the form of Exhibit A hereto (but
without the Global Note Legend thereon and without the "Schedule of Exchanges of
Interests in the Global Note" attached thereto). Each Regulation S Global Note
will represent such of the outstanding Notes offered and sold in offshore
transaction in reliance on Regulation S as will be specified therein and each
shall provide that it represents the aggregate principal amount of outstanding
Notes from time to time endorsed thereon and that the aggregate principal amount
of outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Regulation S Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby

                                       24
<PAGE>

will be made by the Trustee or the Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by
Section 2.06 hereof.

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

Section 2.02 Execution and Authentication.

      At least one Officer must sign the Notes for the Company by manual or
facsimile signature.

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

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

      The Trustee will, upon receipt of a written order of the Company signed by
at least two Officers (an "Authentication Order"), authenticate Notes for
original issue that may be validly issued under this Indenture, including any
Additional Notes. The aggregate principal amount of Notes outstanding at any
time may not exceed the aggregate principal amount of Notes authorized for
issuance by the Company pursuant to one or more Authentication Orders, except as
provided in Section 2.07 hereof.

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

Section 2.03 Registrar and Paying Agent.

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

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

                                       25
<PAGE>

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

Section 2.04 Paying Agent to Hold Money in Trust.

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

Section 2.05 Holder Lists.

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

Section 2.06 Transfer and Exchange.

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

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

            (2) the Company in its sole discretion determines that the Global
      Notes (in whole but not in part) should be exchanged for Definitive Notes
      and delivers a written notice to such effect to the Trustee; or

            (3) there has occurred and is continuing a Default or Event of
      Default with respect to the Notes.

                                       26
<PAGE>

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

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

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

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

                  (A)   both:

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

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

                                       27
<PAGE>

                  (B)   both:

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

                        (ii) instructions given by the Depositary to the
                  Registrar containing information regarding the Person in whose
                  name such Definitive Note shall be registered to effect the
                  transfer or exchange referred to in (1) above.

Upon consummation of an Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(h) hereof.

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

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

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

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

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

                                       28
<PAGE>

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

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

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

                  (D) the Registrar receives the following:

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

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

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

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

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

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

                                       29
<PAGE>

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

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

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

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

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

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and

                                       30
<PAGE>

the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.

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

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

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

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

                  (D) the Registrar receives the following:

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

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

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

            (3) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note

                                       31
<PAGE>

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

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

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

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

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

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

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

                  (E) if such Restricted Definitive Note is being transferred to
            an Institutional Accredited Investor in reliance on an exemption
            from the registration requirements of the Securities Act other than
            those listed in subparagraphs (B) through (D) above, a certificate
            to the effect set forth in Exhibit B hereto,

                                       32
<PAGE>

            including the certifications, certificates and Opinion of Counsel
            required by item (3) thereof, if applicable;

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

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

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

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

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

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

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

                  (D) the Registrar receives the following:

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

                        (ii) if the Holder of such Definitive Notes proposes to
                  transfer such Notes to a Person who shall take delivery
                  thereof in the form of a beneficial interest in the
                  Unrestricted Global Note, a certificate from such

                                       33
<PAGE>

                  Holder in the form of Exhibit B hereto, including the
                  certifications in item (4) thereof;

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

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

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

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

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

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

                                       34
<PAGE>

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

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

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

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

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

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

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

                  (D) the Registrar receives the following:

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained

                                       35
<PAGE>

herein and in the Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act.

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

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

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

            (2) Unrestricted Definitive Notes in an aggregate principal amount
      equal to the principal amount of the Restricted Definitive Notes accepted
      for exchange in the Exchange Offer by Persons that certify in the
      applicable Letters of Transmittal that (A) they are not Broker-Dealers,
      (B) they are not participating in a distribution of the Exchange Notes and
      (C) they are not affiliates (as defined in Rule 144) of the Company.

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

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

            (1)   Private Placement Legend.

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

"THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT, AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE

                                       36
<PAGE>

SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE
SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT
OF THE COMPANY THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A UNDER THE SECURITIES ACT, (b) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES
TO A PERSON THAT IS NOT A U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS PURCHASING AT
LEAST $100,000 OF NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN
INSTITUTIONAL ACCREDITED INVESTOR (AND BASED UPON AN OPINION OF COUNSEL IF THE
COMPANY SO REQUESTS) OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT IN THE CASE OF A
TRANSFER UNDER CLAUSE (e) SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY THE TRUSTEE
(AND THE COMPANY, IF IT SO REQUESTS) OF A CERTIFICATION OF THE TRANSFEROR AND AN
OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (3) UNDER AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND THE INDENTURE GOVERNING THE NOTES AND
(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
FORTH IN (A) ABOVE. IF ANY RESALE OR OTHER TRANSFER OF ANY NOTE IS PROPOSED TO
BE MADE UNDER CLAUSE (A)(1)(d) ABOVE WHILE THESE TRANSFER RESTRICTIONS ARE IN
FORCE, THEN THE TRANSFEROR SHALL DELIVER A LETTER FROM THE TRANSFEREE TO THE
COMPANY AND THE TRUSTEE WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT THE
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS ACQUIRING THE
SECURITIES FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT."

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

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

                                       37
<PAGE>

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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

            (3) Temporary Regulation S Global Note Legend. In addition to the
      legend in subparagraph (1) above, prior to the end of the 40 day
      distribution compliance period referenced in Regulation S, each Temporary
      Regulation S Global Note shall bear a legend in substantially the
      following form:

"BENEFICIAL OWNERSHIP INTERESTS IN THIS REGULATION S GLOBAL NOTE WILL NOT BE
EXCHANGEABLE FOR INTERESTS IN THE RULE 144A GLOBAL NOTE OR ANOTHER REGULATION S
GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED
HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL
THE EXPIRATION OF THE "40-DAY DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE
MEANING OF RULE 903(c)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN
ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH
BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO
PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD,
BENEFICIAL OWNERSHIP INTERESTS IN THIS REGULATION S GLOBAL NOTE MAY ONLY BE

                                       38
<PAGE>

SOLD, PLEDGED OR TRANSFERRED THROUGH THE EUROCLEAR BANK S.A./N.A., AS OPERATOR
OF THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND ONLY (I) TO
THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER. (IF AVAILABLE) OR (V)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND IN
EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS REGULATION S
GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF SUCH RESALE RESTRICTIONS, IF THEN
APPLICABLE."

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

      (i) General Provisions Relating to Transfers and Exchanges.

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

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

                                       39
<PAGE>

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

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

            (5) Neither the Registrar nor the Company will be required:

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

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

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

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

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

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

Section 2.07 Replacement Notes.

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

                                       40
<PAGE>

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

Section 2.08 Outstanding Notes.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

      If a Note is replaced pursuant to Section 2.07 hereof, it will be deemed
outstanding only if the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser within the meaning of Section
8-303 of the New York Uniform Commercial Code.

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

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

Section 2.09 Treasury Notes.

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

Section 2.10 Temporary Notes.

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

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

                                       41
<PAGE>

Section 2.11 Cancellation.

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

Section 2.12 Defaulted Interest.

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

                                   ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

      If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date (or such shorter period
as may be agreed between the Company and the Trustee), an Officers' Certificate
setting forth:

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

            (2)   the redemption date;

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

            (4)   the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase pro rata, by lot, or by another means deemed equitable by the Trustee,
except:

                                       42
<PAGE>

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

            (2) if otherwise required by law.

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

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

Section 3.03 Notice of Redemption.

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

      The notice will identify the Notes to be redeemed (including the CUSIP
number) and will state:

            (1) the redemption date;

            (2) the redemption price;

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

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

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

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

                                       43
<PAGE>

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

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

      At the Company's request, the Trustee will give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
has delivered to the Trustee, at least 35 days prior to the redemption date (or
such shorter period as may be agreed between the Company and the Trustee), an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.04 Effect of Notice of Redemption.

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

Section 3.05 Deposit of Redemption or Purchase Price.

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

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

Section 3.06 Notes Redeemed or Purchased in Part.

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

                                       44
<PAGE>

Section 3.07 Optional Redemption.

      (a) At any time prior to July 15, 2007, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under this Indenture at a redemption price of 111.375% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, subject to the right of holders of the Notes on the relevant
record date to receive interest due on the relevant interest payment date, with
the net cash proceeds of a sale of Equity Interests (other than Disqualified
Stock) of the Company or a contribution to the Company's common equity capital;
provided that:

            (1) at least 65% of the aggregate principal amount of Notes
      originally issued under this Indenture (excluding Notes held by the
      Company and its Subsidiaries) remains outstanding immediately after the
      occurrence of such redemption; and

            (2) the redemption occurs within 90 days of the date of the closing
      of such sale of Equity Interests or contribution.

      (b) Except pursuant to the preceding paragraph or to a Special Mandatory
Redemption pursuant to Section 3.08 hereof, the Notes will not be redeemable at
the Company's option prior to July 15, 2008.

      (c) On or after July 15, 2008, the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on July 15th of the years indicated below, subject to the
rights of Holders on the relevant record date to receive interest on the
relevant interest payment date:

<TABLE>
<CAPTION>
Year                                                    Percentage
----                                                    ----------
<S>                                                     <C>
2008................................................       105.688%
2009................................................       102.844%
2010 and thereafter.................................       100.000%
</TABLE>

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

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

Section 3.08 Escrow of Proceeds; Special Mandatory Redemption.

      (a) Except as set forth in clause (b) of this Section 3.08, the Company is
not required to make mandatory redemption or sinking fund payments with respect
to the Notes.

                                       45
<PAGE>

      (b) In accordance with the terms and conditions of the Escrow Agreement,
and using the Deposit, Horizon PCS Escrow Company shall redeem all and not less
than all of the Initial Notes on (i) November 18, 2004, if the Mergers have not
occurred on or prior to November 16, 2004, or (ii) such earlier date as Horizon
PCS Escrow Company shall elect (the "Special Mandatory Redemption Date"), in
either case, at a redemption price equal to 100% of the gross proceeds from the
issuance of the Notes, plus accrued and unpaid interest thereon through but not
including November 16, 2004 or at such time the Escrow Agreement is terminated.
If the Mergers have not occurred on or prior to November 16, 2004, the Special
Mandatory Redemption Date is November 18, 2004. Upon the closing of the Mergers
on or before the Special Mandatory Redemption Date, the foregoing provisions of
this Section 3.08(b) shall be null and void. The Special Mandatory Redemption
Date shall be no more than two Business Days after the date on which the parties
to the Escrow Agreement decide to terminate the Escrow Agreement.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

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

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

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

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

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

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

                                       46
<PAGE>

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

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

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

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

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

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

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

      On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers' Certificate stating that such Notes or portions
thereof were accepted for payment by the Company in accordance with the terms of
this Section 3.09. The Company, the Depositary or the Paying Agent, as the case
may be, will promptly (but in any case not later than five days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company will promptly issue a new Note, and the Trustee,
upon written request from the Company, will authenticate and mail or deliver (or
cause to be transferred by book entry) such new Note to such Holder, in a
principal amount equal to

                                       47
<PAGE>

any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company will publicly announce the results of the Asset Sale Offer on the
Purchase Date.

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

                                   ARTICLE 4
                                   COVENANTS

Section 4.01 Payment of Notes.

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

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

      If Liquidated Damages are payable, the Company shall deliver to the
Trustee a certificate to that effect stating (a) the amount of such Liquidated
Damages that are payable and (b) the date on which such Liquidated Damages are
payable. If the Company has paid Liquidated Damages directly to the Persons
entitled to them, the Company shall deliver to the Trustee a certificate setting
forth the particulars of such payment.

Section 4.02 Maintenance of Office or Agency.

      The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

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

                                       48
<PAGE>

time to time rescind such designations; provided, however, that no such
designation or rescission will in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, the City
of New York for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

      The Company hereby designates the office of U.S. Bank Trust National
Association at 100 Wall Street, 16th Floor, New York, New York as one such
office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 Reports.

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

            (1) all quarterly and annual reports that would be required to be
      filed with the SEC on Forms 10-Q and 10-K if the Company were required to
      file such reports; and

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

      All such reports will be prepared in all material respects in accordance
with all of the rules and regulations applicable to such reports. Each annual
report on Form 10-K will include a report on the Company's consolidated
financial statements by the Company's certified independent accountants. In
addition, the Company will file a copy of each of the reports referred to in
clauses (1) and (2) above with the SEC for public availability within the time
periods specified in the rules and regulations applicable to such reports
(unless the SEC will not accept such a filing) and will post the reports on its
website within those time periods. The Company will at all times comply with TIA
Section 314(a).

      If, at any time, the Company is no longer subject to the periodic
reporting requirements of the Exchange Act for any reason, the Company will
nevertheless continue filing the reports specified in the preceding paragraphs
of this Section 4.03 with the SEC within the time periods specified above unless
the SEC will not accept such a filing. The Company will not take any action for
the purpose of causing the SEC not to accept any such filings. If,
notwithstanding the foregoing, the SEC will not accept the Company's filings for
any reason, the Company will post the reports referred to in the preceding
paragraphs of this Section 4.03 on its website within the time periods that
would apply if the Company were required to file those reports with the SEC.

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

                                       49
<PAGE>

      (c) For so long as any Notes remain outstanding, if at any time they are
not required to file with the SEC the reports required by paragraphs (a) and (b)
of this Section 4.03, the Company and the Guarantors will furnish to the Holders
and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

Section 4.04 Compliance Certificate.

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

      (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

      (c) So long as any of the Notes are outstanding, the Company will deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto and whether additional premium is payable pursuant to Section 6.02
hereof.

Section 4.05 Taxes.

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

                                       50
<PAGE>

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Restricted Payments.

      (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

            (1) declare or pay any dividend or make any other payment or
      distribution on account of the Company's Equity Interests (including,
      without limitation, any payment in connection with any merger or
      consolidation involving the Company) or to the direct or indirect holders
      of the Company's Equity Interests in their capacity as such (other than
      (A) dividends or distributions payable in Equity Interests (other than
      Disqualified Stock) of the Company, (B) dividends or other payments or
      distributions payable to the Company or a Restricted Subsidiary and (C)
      dividends or other payments or distributions to the holders of any class
      of its Capital Stock on a pro rata basis);

            (2) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Company) any Equity Interests of the Company
      or any direct or indirect parent of the Company (other than Equity
      Interests held by the Company or any of its Restricted Subsidiaries);

            (3) make any payment on or with respect to, or purchase, redeem,
      defease, prepay or otherwise acquire or retire for value any Indebtedness
      of the Company or any Guarantor that is contractually subordinated to the
      Notes or to any Guarantee (excluding any intercompany Indebtedness between
      or among the Company and any of its Restricted Subsidiaries), except a
      payment of interest or principal at or within one year of the Stated
      Maturity thereof; or

            (4) make any Restricted Investment,

(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

            (1) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;

                                       51
<PAGE>

            (2) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable two-quarter period, have been
      permitted to incur at least $1.00 of additional Indebtedness pursuant to
      the Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof; and

            (3) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries since the date of this Indenture (excluding Restricted
      Payments permitted by clauses (1)-(3) and (5)-(7) of paragraph (b) of this
      Section 4.07), is less than the sum, without duplication of:

                  (A) 100% of the Consolidated Cash Flow of the Company for the
            period (taken as one accounting period) from the Merger Date to the
            end of the Company's most recently ended fiscal quarter for which
            internal financial statements are available at the time of such
            Restricted Payment less the product of 1.5 times the Company's
            Consolidated Interest Expense for the same period; plus

                  (B) 100% of the aggregate net cash proceeds or the Fair Market
            Value of non-cash assets used or useful in a Permitted Business
            received by the Company since the date of this Indenture as a
            contribution to its common equity capital or from the issue or sale
            of Equity Interests of the Company (other than Disqualified Stock)
            or from the issue or sale of convertible or exchangeable
            Disqualified Stock or convertible or exchangeable debt securities of
            the Company that have been converted into or exchanged for such
            Equity Interests (other than Equity Interests (or Disqualified Stock
            or debt securities) sold to a Subsidiary of the Company); plus

                  (C) to the extent that any Restricted Investment that was made
            after the date of this Indenture is sold for cash or otherwise
            liquidated or repaid for cash, the lesser of (i) the cash return of
            capital with respect to such Restricted Investment (less the cost of
            disposition, if any) and (ii) the initial amount of such Restricted
            Investment; plus

                  (D) to the extent that any Unrestricted Subsidiary of the
            Company designated as such on or after the date of this Indenture is
            redesignated as a Restricted Subsidiary after the date of this
            Indenture, the lesser of (i) the Fair Market Value of the Company's
            Investment in such Subsidiary as of the date of such redesignation
            and (ii) such Fair Market Value as of the date on which such
            Subsidiary was originally designated as an Unrestricted Subsidiary
            after the date of this Indenture; plus

                  (E) 50% of any dividends received by the Company or a
            Restricted Subsidiary of the Company that is a Guarantor after the
            date of this Indenture from an Unrestricted Subsidiary of the
            Company, to the extent that such dividends were not otherwise
            included in the Consolidated Net Income of the Company for such
            period;

                                       52
<PAGE>

      The foregoing limitations in this Section 4.07 do not limit or restrict
the making of any Permitted Investment. Permitted Investments shall not be
included in calculating the amount of Restricted Payments made pursuant to
clause (3) above.

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

            (1) the payment of any dividend or distribution or the consummation
      of any irrevocable redemption within 60 days after the date of declaration
      of the dividend or distribution or giving of the redemption notice, as the
      case may be, if at the date of declaration or notice, the dividend or
      distribution or redemption payment would have complied with the provisions
      of this Indenture;

            (2) the making of any Restricted Payment in exchange for, or out of
      the net cash proceeds of the substantially concurrent sale (other than to
      a Subsidiary of the Company) of, Equity Interests of the Company (other
      than Disqualified Stock) or from the substantially concurrent contribution
      of common equity capital to the Company; provided that the amount of any
      such net cash proceeds that are utilized for any such Restricted Payment
      will be excluded from clause (3)(B) of Section 4.07(a) hereof;

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

            (4) the repurchase, redemption or other acquisition or retirement
      for value of any Equity Interests of the Company or any Restricted
      Subsidiary of the Company held by any current or former officer, director
      or employee of the Company or any of its Restricted Subsidiaries (or any
      permitted transferees thereof) pursuant to any equity subscription
      agreement, stock option agreement, shareholders' agreement or similar
      agreement; provided that the aggregate price paid for all such
      repurchased, redeemed, acquired or retired Equity Interests (excluding
      amounts representing cancellation of Indebtedness) may not exceed
      $1,500,000 in any twelve-month period;

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

            (6) the declaration and payment of regularly scheduled or accrued
      dividends to holders of any class or series of Disqualified Stock of the
      Company or any Restricted Subsidiary of the Company issued on or after the
      date of this Indenture in accordance with the Debt to Cash Flow Ratio test
      described in Section 4.09(a) hereof;

            (7) cash payments to holders of the Company's Capital Stock in lieu
      of fractional shares of their Capital Stock;

            (8) the repurchase, redemption, defeasance, prepayment or other
      acquisition or retirement of Indebtedness of the Company or any Guarantor
      that is contractually subordinated to the Notes if required under a change
      of control or asset sale covenant if

                                       53
<PAGE>

      the Company has complied with the change of control covenant or asset sale
      covenant, as applicable, in this Indenture; and

            (9) additional Restricted Payments in an aggregate amount not to
      exceed $15.0 million.

      The amount of all Restricted Payments (other than cash) will be the Fair
Market Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board of Directors of the Company whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national or regional
standing if the Fair Market Value exceeds $5.0 million.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

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

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

            (2) make loans or advances to or pay any Indebtedness or other
      obligation owed to the Company or any of its Restricted Subsidiaries; or

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

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

            (1) agreements or instruments governing Indebtedness incurred
      pursuant to Section 4.09(a) or clauses (1), (4) and (8) of the definition
      of "Permitted Debt" so long as either (a) the encumbrances and
      restrictions contained therein do not impair the ability of any Restricted
      Subsidiary of the Company to pay dividends or make any other distributions
      or payments directly or indirectly to the Company in an amount sufficient
      to permit the Company to pay the principal of, or interest and premium and
      Liquidated Damages, if any, on, the Notes, or (b) the encumbrances or
      restrictions contained therein are not materially more restrictive, taken
      as a whole, than those customarily contained in senior secured credit
      facilities for companies similarly situated to the Company;

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

                                       54
<PAGE>

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

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

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

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

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

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

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

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

            (11) encumbrances or restrictions in effect on or entered into on
      the Merger Date, as set forth on Schedule 4.08(b)(11) hereof;

            (12) provisions restricting dispositions of real property set forth
      in reciprocal easement agreements;

            (13) any encumbrance or restriction existing under any agreement or
      instrument that refinances, in whole or in part, the agreement or
      instrument containing the encumbrance or restriction in the foregoing
      clauses (4) and (6); provided that the terms and conditions of any such
      encumbrances or restrictions are not materially more restrictive, taken as
      a whole, than those pursuant to the agreement or instrument so refinanced;
      and

                                       55
<PAGE>

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

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock;
             Antilayering.

      (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness and the Company will
not issue any Disqualified Stock and will not permit any of its Restricted
Subsidiaries to issue any shares of preferred stock; provided, however, that the
Company may incur Indebtedness or issue Disqualified Stock, and the Company's
Restricted Subsidiaries that are Guarantors may incur Indebtedness or issue
preferred stock, if, after giving pro forma effect thereto (including a pro
forma application of the net proceeds therefrom), the Company's Debt to Cash
Flow Ratio would have been no greater than 7.0 to 1.

      (b) The provisions of Section 4.09(a) hereof will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

            (1) the incurrence by the Company and any of its Restricted
      Subsidiaries of additional Indebtedness and letters of credit in an
      aggregate principal amount at any one time outstanding under this clause
      (1) (with letters of credit being deemed to have a principal amount equal
      to the maximum potential liability of the Company and its Restricted
      Subsidiaries thereunder), including all Permitted Refinancing Indebtedness
      incurred to extend, renew, refund, refinance, replace, defease or
      discharge any Indebtedness incurred pursuant to this clause (1), not to
      exceed the greater of (a) 1.5 times the Company's Consolidated Cash Flow
      for the most recently ended four full fiscal quarters for which internal
      financial statements are available immediately preceding the date on which
      such additional Indebtedness is incurred and (b) $30.0 million;

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

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

            (4) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness represented by Capital Lease Obligations,
      mortgage financings or purchase money obligations, in each case, incurred
      for the purpose of financing all or any part of the purchase price or cost
      of design, construction, installation or improvement or carrying cost of
      property, plant or equipment used in the business of the Company or any of
      its Restricted Subsidiaries and related financing costs, in an aggregate
      principal amount, including all Permitted Refinancing Indebtedness
      incurred to extend, renew, refund, refinance, replace, defease or
      discharge any Indebtedness incurred pursuant to this clause (4), not to
      exceed $10.0 million at any time outstanding

                                       56
<PAGE>

            (5) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to extend, renew, refund, refinance,
      replace, defease or discharge any Indebtedness (other than intercompany
      Indebtedness) that was permitted by this Indenture to be incurred under
      Section 4.09(a) hereof or clauses (2), (3), (5) or (13) of this Section
      4.09(b);

            (6) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Restricted Subsidiaries; provided, however, that (a) any
      subsequent issuance or transfer of Equity Interests that results in any
      such Indebtedness being held by a Person other than the Company or a
      Restricted Subsidiary of the Company and (b) any sale or other transfer of
      any such Indebtedness to a Person that is not either the Company or a
      Restricted Subsidiary of the Company, will be deemed, in each case, to
      constitute an incurrence of such Indebtedness by the Company or such
      Restricted Subsidiary, as the case may be, that was not permitted by this
      clause (6);

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

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

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

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

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

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

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

            (11) the incurrence of Indebtedness arising from any agreement
      providing for indemnities, purchase price adjustments, holdbacks or
      contingent payment obligations

                                       57
<PAGE>

      based on the performance of acquired or disposed of assets or similar
      obligations related to the acquisition or disposition of assets;

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

            (13) Acquired Debt, but only to the extent that immediately after
      giving pro forma effect to such acquisition and the incurrence of such
      Indebtedness the Company would have been able to incur at least $1.00 of
      additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set
      forth in Section 4.09(a) hereof.

      (c) The Company will not incur, and will not permit any Guarantor to
incur, any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Company or
such Guarantor unless such Indebtedness is also contractually subordinated in
right of payment to the Notes and the applicable Guarantee on substantially
identical terms; provided, however, that no Indebtedness will be deemed to be
contractually subordinated in right of payment to any other Indebtedness solely
by virtue of being unsecured, being secured on a junior basis, having a later
maturity date or being junior with respect to order or timing of payments or
application of funds.

      (d) For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (b)(1) through (b)(13)
above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the
Company will be permitted to classify such item of Indebtedness on the date of
its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09. The accrual of
interest, the accretion or amortization of original issue discount, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the
same terms, the reclassification of preferred stock as Indebtedness due to a
change in accounting principles, the payment of dividends on Disqualified Stock
in the form of additional shares of the same class of Disqualified Stock and the
incurrence of unrealized losses or charges in respect of Hedging Obligations, in
each case, will be deemed not to be an incurrence of Indebtedness or an issuance
of Disqualified Stock for purposes of this Section 4.09; provided, in each such
case, that the amount of any such accrual, accretion or payment is included in
Consolidated Interest Expense of the Company as accrued. Notwithstanding any
other provision of this Section 4.09, the maximum amount of Indebtedness that
the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09
shall not be deemed to be exceeded solely as a result of fluctuations in
exchange rates or currency values.

      (e) The amount of any Indebtedness outstanding as of any date will be:

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

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

                                       58
<PAGE>

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

                  (A) the Fair Market Value of such assets at the date of
            determination; and

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

Section 4.10 Asset Sales.

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

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

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

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

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

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

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

            (1) to repay Indebtedness secured by a first priority lien (and, if
      the Indebtedness repaid is revolving credit Indebtedness, to
      correspondingly permanently reduce commitments with respect thereto);

            (2) to acquire all or substantially all of the assets of, or any
      Capital Stock of, another Permitted Business, if, after giving effect to
      any such acquisition of Capital Stock, the Permitted Business is or
      becomes a Restricted Subsidiary of the Company;

                                       59
<PAGE>

            (3) to make a capital expenditure; or

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

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

      Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the second paragraph of this Section 4.10 will constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million,
within 30 days thereof, the Company will make an Asset Sale Offer to all Holders
of Notes and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset
Sale Offer will be equal to 100% of the principal amount of Notes plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase,
which price will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select
the Notes and such other pari passu Indebtedness to be purchased on a pro rata
basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
will be reset at zero.

      The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 hereof or this Section 4.10, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 3.09 hereof or this Section 4.10 by
virtue of such compliance.

Section 4.11 Transactions with Affiliates.

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

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

            (2) the Company delivers to the Trustee:

                                       60
<PAGE>

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $1.0 million, a resolution of the Board of Directors of
            the Company set forth in an Officers' Certificate certifying that
            such Affiliate Transaction complies with clause (1) of this Section
            4.11(a) and that such Affiliate Transaction has been approved by a
            majority of the disinterested members of the Board of Directors of
            the Company; and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $5.0 million, an opinion as to the fairness to the Company
            or such Subsidiary of such Affiliate Transaction from a financial
            point of view issued by an accounting, appraisal or investment
            banking firm of national or regional standing.

      (b) The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

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

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

            (3) payment of reasonable directors' expenses and indemnification to
      Persons who are not otherwise Affiliates of the Company;

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

            (5) Restricted Payments and Permitted Investments that do not
      violate Section 4.07 hereof;

            (6) the merger on the Merger Date of Horizon PCS Escrow Company and
      Horizon PCS, Inc. and transactions reasonably related or ancillary thereto
      as contemplated by the Reorganization;

            (7) any agreement as in effect as of the Issue Date and disclosed in
      the Offering Circular or any amendment thereto so long as any such
      amendment is not materially more disadvantageous to the holders of the
      Notes than such agreement; and

            (8) transactions contemplated by the Reorganization.

Section 4.12 Liens.

      The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind on any asset now

                                       61
<PAGE>

owned or hereafter acquired, except Permitted Liens and Liens existing under the
Escrow Agreement.

Section 4.13 Business Activities.

      Prior to the Merger Date, Horizon PCS Escrow Company will not engage in
any activity other than as necessary to perform its obligations under this
Indenture, the Purchase Agreement and the Escrow Agreement.

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

Section 4.14 Corporate Existence.

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

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

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

Section 4.15 Offer to Repurchase Upon Change of Control.

      (a) Upon the occurrence of a Change of Control after the Mergers, the
Company will make an offer (a "Change of Control Offer") to each Holder to
repurchase all or any part (equal to $1,000 or an integral multiple of $1,000)
of that Holder's Notes at a purchase price in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid interest
and Liquidated Damages, if any, on the Notes repurchased to the date of
purchase, subject to the rights of Holders of Notes on the relevant record date
to receive interest due on the relevant interest payment date (the "Change of
Control Payment"). Within 30 days following any Change of Control, the Company
will mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and stating:

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.15 and that all Notes tendered will be accepted for payment;

                                       62
<PAGE>

            (2) the purchase price and the purchase date, which shall be no
      earlier than 30 days and no later than 60 days from the date such notice
      is mailed (the "Change of Control Payment Date");

            (3) that any Note not tendered will continue to accrue interest;

            (4) that, unless the Company defaults in the payment of the Change
      of Control Payment, all Notes accepted for payment pursuant to the Change
      of Control Offer will cease to accrue interest after the Change of Control
      Payment Date;

            (5) that Holders electing to have any Notes purchased pursuant to a
      Change of Control Offer will be required to surrender the Notes, with the
      form entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Paying Agent at the
      address specified in the notice prior to the close of business on the
      third Business Day preceding the Change of Control Payment Date;

            (6) that Holders will be entitled to withdraw their election if the
      Paying Agent receives, not later than 5:00 p.m. New York City time on the
      second Business Day preceding the Change of Control Payment Date, a
      telegram, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount of Notes delivered for purchase, and a
      statement that such Holder is withdrawing his election to have the Notes
      purchased; and

            (7) that Holders whose Notes are being purchased only in part will
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered, which unpurchased portion must be equal to
      $1,000 in principal amount or an integral multiple thereof.

      The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the provision
of Section 4.15 hereof, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations
under this Section 4.15 by virtue of such compliance.

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

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

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

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

                                       63
<PAGE>

      The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any. The Company will publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

      (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer, or (2) notice of redemption has been given pursuant
to Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price.

Section 4.16 Payments for Consent.

      The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement

Section 4.17 Additional Guarantees.

      If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Restricted Subsidiary after the date of this Indenture, then
that newly acquired or created Domestic Restricted Subsidiary will become a
Guarantor and execute a supplemental indenture substantially in the form of
Exhibit F hereto and deliver an Opinion of Counsel reasonably satisfactory to
the Trustee within ten Business Days of the date on which it was acquired or
created; provided that any Domestic Restricted Subsidiary that constitutes an
Immaterial Subsidiary need not become a Guarantor until such time as it ceases
to be an Immaterial Subsidiary The form of Notation of Guarantee is attached as
Exhibit E hereto.

Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.

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

                                       64
<PAGE>

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

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

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

            (1) either:

                  (A) the Company is the surviving corporation; or

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

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

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

                                       65
<PAGE>

            (4) the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, lease, transfer, conveyance or other disposition has
      been made, would, on the date of such transaction after giving pro forma
      effect thereto and any related transactions as if the same had occurred at
      the beginning of the applicable two-quarter period, either (a) have a Debt
      to Cash Flow Ratio no higher than the Company's Debt to Cash Flow Ratio
      immediately prior to such transaction or (b) be permitted to incur at
      least $1.00 of additional indebtedness pursuant to the Debt to Cash Flow
      Ratio test set forth in Section 4.09(a) hereof.

      This Section 5.01 will not apply to:

            (1) a merger of Horizon PCS Escrow Company with and into Horizon PCS
      Escrow Holding Company and a merger of Horizon PCS Escrow Holding Company
      with and into Horizon PCS, Inc.;

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

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

Section 5.02 Successor Corporation Substituted.

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

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

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

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

                                       66
<PAGE>

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

            (3) failure by the Company or any of its Restricted Subsidiaries to
      comply with the provisions of Sections 4.07, 4.09, 4.10, 4.15 or 5.01
      hereof and the continuance of such failure for a period of 30 days;

            (4) failure by the Company or any of its Restricted Subsidiaries for
      60 days after notice to the Company by the Trustee or the Holders of at
      least 25% in aggregate principal amount of the Notes then outstanding
      voting as a single class to comply with any of the other agreements in
      this Indenture;

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

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

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

      and, in each case, the principal amount of any such Indebtedness, together
      with the principal amount of any other such Indebtedness under which there
      has been a Payment Default or the maturity of which has been so
      accelerated, aggregates $7.5 million or more;

            (6) failure by the Company or any of its Restricted Subsidiaries to
      pay final judgments entered by a court or courts of competent jurisdiction
      aggregating in excess of $7.5 million (in excess of applicable insurance
      policies and indemnities), which judgments are not paid, discharged or
      stayed for a period of 60 days;

            (7) any Guarantee is held in any judicial proceeding to be
      unenforceable or invalid or ceases for any reason to be in full force and
      effect, or any Guarantor, or any Person acting on behalf of any Guarantor,
      denies or disaffirms its obligations under its Guarantee;

            (8) failure of the Escrow Agreement, at any time to be in full force
      and effect (unless the Escrowed Property is released by the Escrow Agent
      in accordance with the terms of the Escrow Agreement) or any contest by
      the Company or any of its Subsidiaries of the validity or enforceability
      of the Escrow Agreement;

            (9) failure by Horizon PCS Escrow Company to redeem the Notes if
      required to do so pursuant to the provisions of the Escrow Agreement;

                                       67
<PAGE>

            (10) other than as contemplated by the Reorganization, the Company
      or any of its Restricted Subsidiaries that is a Significant Subsidiary or
      any group of Restricted Subsidiaries that, taken together, would
      constitute a Significant Subsidiary pursuant to or within the meaning of
      Bankruptcy Law:

                  (A) commences a voluntary case,

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

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

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

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

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

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

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

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

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

Section 6.02 Acceleration.

      In the case of an Event of Default specified in clause (10) or (11) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then

                                       68
<PAGE>

outstanding Notes may declare all the Notes to be due and payable immediately.
Upon any such declaration, the Notes shall become due and payable immediately.

      The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration or waive a Default or Event of Default and its
consequences under this Indenture, except a continuing Default or Event of
Default in the payment of interest or premium or Liquidated Damages, if any, on,
or the principal of, the Notes.

Section 6.03 Other Remedies.

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

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

Section 6.04 Waiver of Past Defaults.

      Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05 Control by Majority.

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

Section 6.06 Limitation on Suits.

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

                                       69
<PAGE>

            (1) such Holder has previously given the Trustee notice that an
      Event of Default is continuing;

            (2) Holders of at least 25% in aggregate principal amount of the
      then outstanding Notes have requested that the Trustee pursue the remedy;

            (3) such Holder or Holders have offered the Trustee reasonable
      security or indemnity against any loss, liability or expense;

            (4) the Trustee has not complied with such request within 60 days
      after receipt of the request and the offer of security or indemnity; and

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

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

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

Section 6.08 Collection Suit by Trustee.

      If an Event of Default specified in Section 6.01(1) or (2) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

      The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the

                                       70
<PAGE>

Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

Section 6.10 Priorities.

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

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

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

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

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

Section 6.11 Undertaking for Costs.

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

                                       71
<PAGE>

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01 Duties of Trustee.

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

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

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

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

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

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

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

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

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

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

                                       72
<PAGE>

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

Section 7.02 Rights of Trustee.

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

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

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

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

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

      (f) The Trustee will be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders have offered to the Trustee reasonable indemnity
or security reasonably satisfactory to the Trustee against the losses,
liabilities and expenses that might be incurred by it in compliance with such
request or direction.

      (g) In no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action;

      (h) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event that is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

      (i) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

                                       73
<PAGE>

      (j) 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.

Section 7.03 Individual Rights of Trustee.

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

Section 7.04 Trustee's Disclaimer.

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

Section 7.05 Notice of Defaults.

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

Section 7.06 Reports by Trustee to Holders of the Notes.

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

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

                                       74
<PAGE>

Section 7.07 Compensation and Indemnity.

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

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

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

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

      (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(10) or (11) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

                                       75
<PAGE>

Section 7.08 Replacement of Trustee.

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

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

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

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

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

            (4) the Trustee becomes incapable of acting.

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

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

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

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

                                       76
<PAGE>

Section 7.09 Successor Trustee by Merger, etc.

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

Section 7.10 Eligibility; Disqualification.

      There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

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

Section 7.11 Preferential Collection of Claims Against Company.

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

Section 7.12 Patriot Act.

      U.S. federal law requires all financial institutions to obtain, verify and
record information that identifies each person who opens an account. For a
non-individual person such as a business entity, a charity, a trust or other
legal entity the Trustee will ask for documentation to verify its formation and
existence as a legal entity. The Trustee may also ask to see financial
statements, licenses, identification and authorization documents from
individuals claiming authority to represent the entity or other relevant
documentation.

Section 7.13 Payment of Liquidated Damages.

      Unless and until a Responsible Officer of the Trustee receives at the
Corporate Trust Office a certificate of the type described in the third
paragraph of Section 4.01 hereof, the Trustee may assume without inquiry that no
such Liquidated Damages are payable.

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

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

                                       77
<PAGE>

Section 8.02 Legal Defeasance and Discharge.

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

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

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

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

            (4) this Article 8.

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

Section 8.03 Covenant Defeasance.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and
4.18 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Notes will
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in

                                       78
<PAGE>

any other document and such omission to comply will not constitute a Default or
an Event of Default under Section 6.01 hereof, but, except as specified above,
the remainder of this Indenture and such Notes and Guarantees will be unaffected
thereby. In addition, upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5)
hereof will not constitute Events of Default with respect to the Notes and all
Guarantees will be released.

Section 8.04 Conditions to Legal or Covenant Defeasance.

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

            (1) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders of the Notes, cash in U.S. dollars,
      non-callable Government Securities, or a combination of cash in U.S.
      dollars and non-callable Government Securities, in amounts as will be
      sufficient, in the opinion of a nationally recognized investment bank,
      appraisal firm or firm of independent public accountants, to pay the
      principal of, or interest and premium and Liquidated Damages, if any, on,
      the outstanding Notes on the stated date for payment thereof or on the
      applicable redemption date, as the case may be, and the Company must
      specify whether the Notes are being defeased to such stated date for
      payment or to a particular redemption date;

            (2) in the case of an election under Section 8.02 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel confirming that:

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

                  (B) since the date of this Indenture, there has been a change
            in the applicable federal income tax law,

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

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

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

                                       79
<PAGE>

      entering into the customary documentation related to such borrowing) and
      the deposit will not result in a breach or violation of, or constitute a
      default under, any other material agreement or instrument to which the
      Company or any Guarantor is a party or by which the Company or any
      Guarantor is bound;

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

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

      Notwithstanding the foregoing, the Opinion of Counsel required by clause
(2) above with respect to a Legal Defeasance need not be delivered if all Notes
not theretofore delivered to the Trustee for cancellation (1) have become due
and payable or (2) will become due and payable on the maturity date within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

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

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

      The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

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

                                       80
<PAGE>

Section 8.06 Repayment to Company.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium or Liquidated
Damages, if any, or interest on, any Note and remaining unclaimed for two years
after such principal, premium or Liquidated Damages, if any, or interest has
become due and payable shall (subject to applicable escheat law) be paid to the
Company on its request or (if then held by the Company) will be discharged from
such trust; and the Holder of such Note will thereafter be permitted to look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, will thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which will not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

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

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

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

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

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

            (3) to provide for the assumption of the Company's or a Guarantor's
      obligations under this Indenture, the Notes and the Guarantees in the case
      of a merger or

                                       81
<PAGE>

      consolidation or sale of all or substantially all of the Company's or such
      Guarantor's assets;

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

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

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

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

      Upon the request of the Company accompanied by an Officer's Certificate
authorizing the execution of any such amended or supplemental indenture, and
upon receipt by the Trustee of the documents described in Section 9.06 hereof,
the Trustee will join with the Company and the Guarantors in the execution of
any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee will not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

      Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.15 hereof) and the Notes and the Guarantees with the consent of
the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (including, without limitation, Additional Notes, if any)
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Liquidated Damages, if any, or interest on, the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture or the Notes or the
Guarantees may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including, without
limitation, Additional Notes, if any) voting as a single class (including,
without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 9.06 hereof, the Trustee will
join with the Company and the Guarantors in the execution of such amended or

                                       82
<PAGE>

supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.

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

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

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

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

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

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

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

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

            (7) waive a redemption payment with respect to any Note (other than
      a payment required by Sections 3.09, 4.10 or 4.15 hereof);

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

                                       83

<PAGE>

            (9) make any change in the preceding amendment and waiver
      provisions.

Section 9.03 Compliance with Trust Indenture Act.

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

Section 9.04 Revocation and Effect of Consents.

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

Section 9.05 Notation on or Exchange of Notes.

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

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

Section 9.06 Trustee to Sign Amendments, etc.

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

                                   ARTICLE 10
                                   GUARANTEES

Section 10.01 Guarantee.

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

            (1) the principal of, premium and Liquidated Damages, if any, and
      interest on, the Notes will be promptly paid in full when due, whether at
      maturity, by acceleration,

                                       84

<PAGE>

      redemption or otherwise, and interest on the overdue principal of and
      interest on the Notes, if any, if lawful, and all other Obligations of the
      Company to the Holders or the Trustee hereunder or thereunder will be
      promptly paid in full or performed, all in accordance with the terms
      hereof and thereof; and

            (2) in case of any extension of time of payment or renewal of any
      Notes or any of such other Obligations of the Company to the Holders or
      the Trustee hereunder or thereunder, that same will be promptly paid in
      full when due or performed in accordance with the terms of the extension
      or renewal, whether at stated maturity, by acceleration or otherwise.

      Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

      (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

      (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

      (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Guarantee notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantee.

                                       85

<PAGE>

Section 10.02 Limitation on Guarantor Liability.

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

Section 10.03 Execution and Delivery of Notation of Guarantee.

      To evidence its Guarantee set forth in Section 10.01 hereof, each
Guarantor hereby agrees that (1) a notation of such Guarantee substantially in
the form attached as Exhibit E hereto may be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and (2) this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

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

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

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

      In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Restricted Subsidiary after the date of this
Indenture, if required by Section 4.17 hereof, the Company will cause such
Domestic Restricted Subsidiary to comply with the provisions of Section 4.17
hereof and this Article 10, to the extent applicable.

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

      Except as otherwise provided in Section 10.05 hereof, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

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

                                       86

<PAGE>

            (2) either:

                  (a) subject to Section 10.05 hereof, the Person acquiring the
      property in any such sale or disposition or the Person formed by or
      surviving any such consolidation or merger unconditionally assumes all the
      obligations of that Guarantor under this Indenture, its Guarantee and the
      Registration Rights Agreement on the terms set forth herein or therein,
      pursuant to a supplemental indenture in form and substance reasonably
      satisfactory to the Trustee; or

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

      In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Guarantees
so issued will in all respects have the same legal rank and benefit under this
Indenture as the Guarantees theretofore and thereafter issued in accordance with
the terms of this Indenture as though all of such Guarantees had been issued at
the date of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 10.05 Releases.

      (a) In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, (including by way of merger or
consolidation) or a sale or other disposition of all of the Capital Stock of any
Guarantor to a Person that is not (either before or after giving effect to such
transactions) the Company or a Restricted Subsidiary of the Company, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the Capital Stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Guarantee; provided that the
Net Proceeds of such sale or other disposition are applied in accordance with
the applicable provisions of this Indenture, including without limitation
Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee will
execute any

                                       87

<PAGE>

documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Guarantee.

      (b) Upon designation of any Guarantor, as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and
relieved of any obligations under its Guarantee.

      (c) Upon Legal Defeasance or Covenant Defeasance in accordance with
Article 8 hereof or satisfaction and discharge of this Indenture in accordance
with Article 11 hereof, each Guarantor will be released and relieved of any
obligations under its Guarantee.

      Any Guarantor not released from its obligations under its Guarantee as
provided in this Section 10.05 will remain liable for the full amount of
principal of and interest and premium and Liquidated Damages, if any, on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

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

            (1) either:

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

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

            (2) no Default or Event of Default has occurred and is continuing on
      the date of the deposit (other than a Default or Event of Default
      resulting from the borrowing of funds to be applied to such deposit,
      including the granting of liens and entering into of customary
      documentation related to such borrowing) and the deposit will not result
      in a breach or violation of, or constitute a default under, any other
      material agreement or

                                       88

<PAGE>

      instrument to which the Company or any Guarantor is a party or by which
      the Company or any Guarantor is bound;

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

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

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

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

Section 11.02 Application of Trust Money.

      Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Liquidated Damages, if any)
and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent
required by law.

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

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

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

                                       89

<PAGE>

Section 12.02 Notices.

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

      If to the Company and/or any Guarantor:

      Horizon PCS Escrow Company
      c/o Horizon PCS, Inc.
      68 East Main Street
      Chillicothe, Ohio  45601
      Facsimile No.: (740) 774-3400
      Attention: Chief Financial Officer

      With a copy to:
      Arnall Golden Gregory LLP
      2800 One Atlantic Center
      1201 West Peachtree Street
      Atlanta, Georgia 30309
      Facsimile No.: (404) 873-8639
      Attention: Donald I. Hackney, Jr.

      If to the Trustee:
      U.S. Bank National Association
      Goodwin Square
      225 Asylum Street
      Hartford, Connecticut 06103
      Facsimile No.: (860) 241-6881
      Attention: Corporate Trust Services

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

      All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, 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 will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

                                       90

<PAGE>

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

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

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

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

Section 12.04 Certificate and Opinion as to Conditions Precedent.

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

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

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

Section 12.05 Statements Required in Certificate or Opinion.

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

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

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

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

            (4) a statement as to whether, in the opinion of such Person, such
      condition or covenant has been satisfied.

                                       91

<PAGE>

Section 12.06 Rules by Trustee and Agents.

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

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

      No director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, will have any liability for any obligations of the
Company or the Guarantors under the Notes, this Indenture or the Guarantees, or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities
under the federal securities laws.

Section 12.08 Governing Law.

      THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09 No Adverse Interpretation of Other Agreements.

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

Section 12.10 Successors.

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

Section 12.11 Severability.

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

Section 12.12 Counterpart Originals.

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

                                       92
<PAGE>

Section 12.13 Table of Contents, Headings, etc.

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

                         [Signatures on following page]

                                       93

<PAGE>

                                   SIGNATURES

Dated as of July 19, 2004
                                    HORIZON PCS ESCROW COMPANY

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    HORIZON PCS, INC.

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    HORIZON PERSONAL COMMUNICATIONS, INC.

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    U.S. BANK NATIONAL ASSOCIATION

                                    By:_________________________________________
                                       Name:
                                       Title:

<PAGE>

                                    EXHIBIT A

                                 [FACE OF NOTE]

                                                         CUSIP/CINS ____________

                           11 3/8% Senior Notes due 2012

No. ___                                                            $____________

                           HORIZON PCS ESCROW COMPANY

promises to pay to CEDE & CO. or registered assigns,

the principal sum of __________________________________________________________
DOLLARS on July 15, 2012.

Interest Payment Dates:  January 15 and July 15

Record Dates: January 1 and July 1

Dated:  ______________, 20__

                                                     HORIZON PCS ESCROW COMPANY

                                                     By:________________________
                                                        Name:
                                                        Title:

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

U.S. BANK NATIONAL ASSOCIATION as Trustee

By:__________________________
      Authorized Signatory

                                       A-1

<PAGE>

                          11 3/8% Senior Notes due 2012

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

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

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

            (1) INTEREST. Horizon PCS Escrow Company, a Delaware corporation
      (the "Company"), promises to pay interest on the principal amount of this
      Note at 11?% per annum from _______________, 20__ until maturity and shall
      pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
      Registration Rights Agreement referred to below. The Company will pay
      interest and Liquidated Damages, if any, semi-annually in arrears on
      January 15 and July 15 of each year, or if any such day is not a Business
      Day, on the next succeeding Business Day (each, an "Interest Payment
      Date"). Interest on the Notes will accrue from the most recent date to
      which interest has been paid or, if no interest has been paid, from the
      date of issuance; provided that if there is no existing Default in the
      payment of interest, and if this Note is authenticated between a record
      date referred to on the face hereof and the next succeeding Interest
      Payment Date, interest shall accrue from such next succeeding Interest
      Payment Date; provided further that the first Interest Payment Date shall
      be January 15, 2005. The Company will pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on
      overdue principal and premium, if any, from time to time on demand at a
      rate that is 1% per annum in excess of the rate then in effect to the
      extent lawful; it will pay interest (including post-petition interest in
      any proceeding under any Bankruptcy Law) on overdue installments of
      interest and Liquidated Damages, if any, (without regard to any applicable
      grace periods) from time to time on demand at the same rate to the extent
      lawful. Interest will be computed on the basis of a 360-day year of twelve
      30-day months.

            (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
      (except defaulted interest) and Liquidated Damages, if any, to the Persons
      who are registered Holders of Notes at the close of business on the
      January 1 or July 1 next preceding the Interest Payment Date, even if such
      Notes are canceled after such record date and on or before such Interest
      Payment Date, except as provided in Section 2.12 of the Indenture with
      respect to defaulted interest. The Notes will be payable as to principal,
      premium and Liquidated Damages, if any, and interest at the office or
      agency of the Company maintained for such purpose within or without the
      City and State of New York, or, at the option of the Company, payment of
      interest and Liquidated Damages, if any, may be made by check mailed to
      the Holders at their addresses set forth in the register of Holders;
      provided that payment by wire transfer of immediately available funds will
      be required with respect to principal of and interest, premium and
      Liquidated Damages, if any, on, all Global Notes and all other Notes the
      Holders of which will have provided wire transfer instructions to the
      Company or the Paying Agent. Such payment

                                       A-2

<PAGE>

      will be in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts.

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

            (4) INDENTURE. The Company issued the Notes under an Indenture dated
      as of July 19, 2004 (as such may be amended from time to time, the
      "Indenture") among the Company, the Guarantors and the Trustee. The terms
      of the Notes include those stated in the Indenture and those made part of
      the Indenture by reference to the TIA. The Notes are subject to all such
      terms, and Holders are referred to the Indenture and such Act for a
      statement of such terms. To the extent any provision of this Note
      conflicts with the express provisions of the Indenture, the provisions of
      the Indenture shall govern and be controlling. The Notes are unsecured
      obligations of the Company. The Indenture does not limit the aggregate
      principal amount of Notes that may be issued thereunder.

            (5) OPTIONAL REDEMPTION.

      (a) Except as set forth in subparagraph (b) of this Paragraph 5 and
subparagraph 6(b), the Company will not have the option to redeem the Notes
prior to July 15, 2008. On or after July 15, 2008, the Company will have the
option to redeem all or a part of the Notes upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated Damages,
if any, on the Notes redeemed to the applicable redemption date, if redeemed
during the twelve-month period beginning on July 15th of the years indicated
below, subject to the rights of Holders on the relevant record date to receive
interest on the relevant interest payment date:

<TABLE>
<CAPTION>
Year                                           Percentage
----                                           ----------
<S>                                            <C>
2008.........................................   105.688%
2009.........................................   102.844%
2010 and thereafter..........................   100.000%
</TABLE>

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

      (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to July 15, 2007, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under the Indenture with the net cash proceeds of a sale of Equity Interests
(other than Disqualified Stock) of the Company or a contribution of the
Company's common equity capital at a redemption price equal to 111.375% of the
aggregate principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date; provided that at least 65%
in aggregate principal amount of the Notes originally issued under the Indenture
(excluding Notes held by the Company and its Subsidiaries) remains outstanding
immediately after the occurrence of such redemption and that

                                       A-3

<PAGE>

such redemption occurs within 90 days of the date of the closing of such sale of
Equity Interests or contribution.

            (6) MANDATORY REDEMPTION.

                  (a) Except as set forth in subparagraph (b) below, the Company
      is not required to make mandatory redemption or sinking fund payments with
      respect to the Notes.

                  (b) In accordance with the terms and conditions of the Escrow
      Agreement, and using the Deposit, Horizon PCS Escrow Company shall redeem
      all and not less than all of the Initial Notes on (i) November 18, 2004,
      if the Mergers have not occurred on or prior to November 16, 2004, or (ii)
      such earlier date as Horizon PCS Escrow Company shall elect (the "Special
      Mandatory Redemption Date"), in either case, at a redemption price equal
      to 100% of the gross proceeds from the issuance of the Notes, plus accrued
      and unpaid interest thereon through but not including November 16, 2004 or
      at such time the Escrow Agreement is terminated. If the Mergers have not
      occurred on or prior to November 16, 2004, the Special Mandatory
      Redemption Date is November 18, 2004. Upon the closing of the Mergers on
      or before the Special Mandatory Redemption Date, the foregoing provisions
      of this subparagraph 6(b) shall be null and void. The Special Mandatory
      Redemption Date shall be no more than two Business Days after the date on
      which the parties to the Escrow Agreement decide to terminate the Escrow
      Agreement.

            (7) REPURCHASE AT THE OPTION OF THE HOLDER.

                  (a) If there is a Change of Control, the Company will be
      required to make an offer (a "Change of Control Offer") to each Holder to
      repurchase all or any part (equal to $1,000 or an integral multiple
      thereof) of each Holder's Notes at a purchase price in cash equal to 101%
      of the aggregate principal amount thereof plus accrued and unpaid interest
      and Liquidated Damages, if any, thereon to the date of purchase, subject
      to the rights of Holders on the relevant record date to receive interest
      due on the relevant interest payment date (the "Change of Control
      Payment"). Within 30 days following any Change of Control, the Company
      will mail a notice to each Holder setting forth the procedures governing
      the Change of Control Offer as required by the Indenture.

                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within 30 days of each date on which the
      aggregate amount of Excess Proceeds exceeds $10.0 million, the Company
      will commence an offer to all Holders of Notes and all holders of other
      Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in the Indenture with respect to offers to
      purchase or redeem with the proceeds of sales of assets (an "Asset Sale
      Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
      principal amount of Notes (including any Additional Notes) and such other
      pari passu Indebtedness that may be purchased out of the Excess Proceeds
      at an offer price in cash in an amount equal to 100% of the principal
      amount thereof plus accrued and unpaid interest and Liquidated Damages, if
      any, thereon to the date of purchase, in accordance with the procedures
      set

                                       A-4

<PAGE>

      forth in the Indenture. To the extent that the aggregate amount of Notes
      (including any Additional Notes) and other pari passu Indebtedness
      tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,
      the Company (or such Restricted Subsidiary) may use such deficiency for
      any purpose not otherwise prohibited by the Indenture. If the aggregate
      principal amount of Notes and other pari passu Indebtedness tendered into
      such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
      shall select the Notes and such other pari passu Indebtedness to be
      purchased on a pro rata basis. Holders of Notes that are the subject of an
      offer to purchase will receive an Asset Sale Offer from the Company prior
      to any related purchase date and may elect to have such Notes purchased by
      completing the form entitled "Option of Holder to Elect Purchase" attached
      to the Notes.

            (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

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

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

            (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture or the Notes or the Guarantees may be amended or
      supplemented with the consent of the Holders of at least a majority in
      aggregate principal amount of the then outstanding Notes including
      Additional Notes, if any, voting as a single class, and any existing
      Default or Event or Default or compliance with any provision of the
      Indenture or the Notes or the Guarantees may be waived with the consent of
      the Holders of a majority in aggregate principal amount of the then
      outstanding Notes including Additional Notes, if any, voting as a single
      class. Without the consent of any Holder of a Note, the Indenture or the
      Notes or the Guarantees may be amended or supplemented to cure any
      ambiguity, defect or inconsistency, to provide for uncertificated Notes in
      addition to or in place of certificated Notes, to provide for the
      assumption of the Company's or a Guarantor's obligations to Holders of the
      Notes and Guarantees in case of a merger or

                                       A-5

<PAGE>

      consolidation, to make any change that would provide any additional rights
      or benefits to the Holders of the Notes or that does not adversely affect
      the legal rights under the Indenture of any such Holder, to comply with
      the requirements of the SEC in order to effect or maintain the
      qualification of the Indenture under the TIA, to provide for the issuance
      of Additional Notes in accordance with the limitations set forth in the
      Indenture or to allow any Guarantor to execute a supplemental indenture to
      the Indenture and/or a Guarantee with respect to the Notes.

            (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on, or Liquidated Damages,
      if any, with respect to the Notes; (ii) default in the payment when due
      (at maturity, upon redemption or otherwise) of the principal of, or
      premium, if any, on, the Notes, (iii) failure by the Company or any of its
      Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15 or
      5.01 of the Indenture and the continuance of such failure for a period of
      30 days; (iv) failure by the Company or any of its Restricted Subsidiaries
      for 60 days after notice to the Company by the Trustee or the Holders of
      at least 25% in aggregate principal amount of the Notes including
      Additional Notes, if any, then outstanding voting as a single class to
      comply with any of the other agreements in the Indenture or the Notes; (v)
      default under any mortgage, indenture or instrument under which there may
      be issued or by which there may be secured or evidenced any Indebtedness
      for money borrowed by the Company or any of its Restricted Subsidiaries
      (or the payment of which is guaranteed by the Company or any of its
      Restricted Subsidiaries), whether such Indebtedness or guarantee now
      exists, or is created after the date of the Indenture, if that default:
      (a) is caused by a failure to pay principal of, or interest or premium, if
      any, on, such Indebtedness prior to the expiration of the grace period
      provided in such Indebtedness on the date of such default (a "Payment
      Default") or (b) results in the acceleration of such Indebtedness prior to
      its express maturity, and, in each case, the principal amount of any such
      Indebtedness, together with the principal amount of any other such
      Indebtedness under which there has been a Payment Default or the maturity
      of which has been so accelerated, aggregates $7.5 million or more; (vi)
      certain final judgments for the payment of money that remain undischarged
      for a period of 60 days; (vii) failure of the Escrow Agreement, at any
      time to be in full force and effect (unless the Escrowed Property is
      released by the Escrow Agent in accordance with the terms of the Escrow
      Agreement) or any contest by the Company or any of its Subsidiaries of the
      validity or enforceability of the Escrow Agreement; (viii) failure by
      Horizon PCS Escrow Company to redeem the Notes if required to do so
      pursuant to the provisions of the Escrow Agreement; (ix) other than as
      contemplated by the Reorganization, certain events of bankruptcy or
      insolvency with respect to the Company or any of its Restricted
      Subsidiaries that is a Significant Subsidiary or any group of Restricted
      Subsidiaries that, taken together, would constitute a Significant
      Subsidiary; and (x) any Guarantee is held in any judicial proceeding to be
      unenforceable or invalid or ceases for any reason to be in full force and
      effect or any Guarantor or any Person acting on its behalf denies or
      disaffirms its obligations under such Guarantor's Guarantee. If any Event
      of Default occurs and is continuing, the Trustee or the Holders of at
      least 25% in aggregate principal amount of the then outstanding Notes may
      declare all the Notes to be due and payable immediately. Notwithstanding
      the foregoing, in the case of an Event of Default arising from certain
      events of bankruptcy or insolvency, all outstanding Notes will become due
      and payable

                                      A-6

<PAGE>

      immediately without further action or notice. Holders may not enforce the
      Indenture or the Notes except as provided in the Indenture. Subject to
      certain limitations, Holders of a majority in aggregate principal amount
      of the then outstanding Notes may direct the Trustee in its exercise of
      any trust or power. The Trustee may withhold from Holders of the Notes
      notice of any continuing Default or Event of Default (except a Default or
      Event of Default relating to the payment of principal or interest or
      premium or Liquidated Damages, if any,) if it determines that withholding
      notice is in their interest. The Holders of a majority in aggregate
      principal amount of the then outstanding Notes by notice to the Trustee
      may, on behalf of the Holders of all of the Notes, rescind an acceleration
      or waive any existing Default or Event of Default and its consequences
      under the Indenture except a continuing Default or Event of Default in the
      payment of interest or premium or Liquidated Damages, if any, on, or the
      principal of, the Notes. The Company is required to deliver to the Trustee
      annually a statement regarding compliance with the Indenture, and the
      Company is required, upon becoming aware of any Default or Event of
      Default, to deliver to the Trustee a statement specifying such Default or
      Event of Default.

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

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

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

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

            (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      of Notes under the Indenture, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have all the rights set forth in the
      Registration Rights Agreement dated as of July 19, 2004, among the
      Company, the Guarantors and the other parties named on the signature pages
      thereof, as such agreement may be amended, modified or supplemented from
      time to time and, with respect to any Additional Notes, Holders of
      Restricted Global Notes and Restricted Definitive Notes will have the
      rights set forth in one or more registration rights agreements, if any,
      among the Company, the Guarantors and the other parties thereto, as

                                      A-7

<PAGE>

      such agreement(s) may be amended, modified or supplemented from time to
      time, relating to rights given by the Company to the purchasers of
      Additional Notes to register such Additional Notes under the Securities
      Act (collectively, the "Registration Rights Agreement").

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

            (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES
      WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
      EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
      REQUIRED THEREBY.

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

Horizon PCS Escrow Company
c/o Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601
Attention: Chief Financial Officer

                                      A-8

<PAGE>

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

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

________________________________________________________________________________
               (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________

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

Date:____________

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

Signature Guarantee*:_________________________

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

                                      A-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                   [ ]Section 4.10      [ ]Section 4.15

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

                               $_________________

Date:______________

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

                   Tax Identification No.:_____________________________________

Signature Guarantee*:_________________________

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

                                      A-10

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

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

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

* This schedule should be included only if the Note is issued in global form.

                                      A-11
<PAGE>

                                      EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Horizon PCS Escrow Company
c/o Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601

U.S. Bank National Association
225 Asylum Street, 23d Floor
Hartford, Connecticut  06103
Attention: Corporate Trust Services

      Re: 11 3/8% Senior Notes due 2012

      Reference is hereby made to the Indenture, dated as of July 19, 2004 (as
amended from time to time, the "Indenture"), among Horizon PCS Escrow Company,
as issuer (the "Company"), Horizon PCS, Inc., each of the Guarantors and U.S.
Bank National Association, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

      ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

      1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

                                       B-1

<PAGE>

      2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser) and the interest transferred will be held immediately hereafter
through Euroclear or Clearstream. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.

      3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE IAI GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

      (a) [ ] such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act;

                                       or

      (b) [ ] such Transfer is being effected to the Company or a subsidiary
thereof;

                                       or

      (c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                       or

      (d) [ ] such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the
Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act

                                       B-2

<PAGE>

and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of Notes
at the time of transfer of less than $250,000, an Opinion of Counsel provided by
the Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Restricted Definitive
Notes and in the Indenture and the Securities Act.

      4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

      (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

      (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

      (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

                                       B-3

<PAGE>

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                               ________________________________
                                                  [Insert Name of Transferor]

                                               By:_____________________________
                                                  Name:
                                                  Title:

Dated:  _______________________

                                       B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

      1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

            (a)   [ ] a beneficial interest in the:

                  (i)   [ ] 144A Global Note (CUSIP _________), or

                  (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                  (iii) [ ] IAI Global Note (CUSIP _________); or

            (b)   [ ] a Restricted Definitive Note.

      2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

            (a)   [ ] a beneficial interest in the:

                  (i)   [ ] 144A Global Note (CUSIP _________), or

                  (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                  (iii) [ ] IAI Global Note (CUSIP _________); or

                  (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

            (b)   [ ] a Restricted Definitive Note; or

            (c)   [ ] an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.

                                       B-5
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Horizon PCS Escrow Company
c/o Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601

U.S. Bank National Association
225 Asylum Street, 23d Floor
Hartford, Connecticut  06103
Attention: Corporate Trust Services

      Re: 11 3/8% Senior Notes due 2012

                              (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of July 19, 2004 (as
amended from time to time, the "Indenture"), among Horizon PCS Escrow Company,
as issuer (the "Company"), Horizon PCS, Inc., each of the Guarantors and U.S.
Bank National Association, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

      __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

      1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                                       C-1
<PAGE>

      (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

      (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

      (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

      (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted

                                       C-2
<PAGE>

Definitive Note for a beneficial interest in the [CHECK ONE].. 144A Global
Note, ..Regulation S Global Note, ..IAI Global Note with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                                   ____________________________
                                                  [Insert Name of Transferor]

                                               By:_____________________________
                                                  Name:
                                                  Title:

Dated:  _______________________

                                       C-3
<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Horizon PCS Escrow Company
c/o Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601

U.S. Bank National Association
225 Asylum Street, 23d Floor
Hartford, Connecticut  06103
Attention: Corporate Trust Services

      Re: 11 3/8% Senior Notes due 2012

      Reference is hereby made to the Indenture, dated as of July 19, 2004 (as
amended from time to time, the "Indenture"), among Horizon PCS Escrow Company,
as issuer (the "Company"), Horizon PCS, Inc., each of the Guarantors and U.S.
Bank National Association, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

      In connection with our proposed purchase of $____________ aggregate
principal amount of:

      (a)   [ ] a beneficial interest in a Global Note, or

      (b)   [ ] a Definitive Note,

      we confirm that:

      1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the Securities Act of 1933, as
amended (the "Securities Act").

      2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the

                                       D-1
<PAGE>

Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Notes, at the time of transfer
of less than $250,000, an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
Person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

      3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

      4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

      5. We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

      You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                    ____________________________________________
                                       [Insert Name of Accredited Investor]

                                    By:_________________________________________
                                       Name:
                                       Title:

Dated:  _______________________

                                       D-2
<PAGE>

                                    EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

      For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture dated as of July 19, 2004
(as amended from time to time, the "Indenture") among Horizon PCS Escrow Company
(the "Company"), Horizon PCS, Inc. and U.S. Bank National Association, as
trustee (the "Trustee"), (a) the due and punctual payment of the principal of,
premium and Liquidated Damages, if any, and interest on, the Notes, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal of and interest on the Notes, if any, if
lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Indenture are expressly set forth in Article 10 of the Indenture
and reference is hereby made to the Indenture for the precise terms of the
Guarantee.

      Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.

                                               [NAME OF GUARANTOR(S)]

                                               By:_____________________________
                                                  Name:
                                                  Title:

                                      E-1
<PAGE>

                                    EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 20___, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Horizon PCS, Inc. (or its permitted successor), a
Delaware corporation, Horizon PCS, Inc., a Delaware corporation (the "Company"),
the other Guarantors (as defined in the Indenture referred to herein), and
____________________, as trustee under the Indenture referred to below (the
"Trustee").

                              W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (as such may be amended from time to time, the "Indenture"), dated
as of July 19, 2004 providing for the issuance of 11 3/8% Senior Notes due 2012
(the "Notes");

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Guarantee"); and

      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

      NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

      1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

      2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes a
party to the Indenture as a "Guarantor" thereunder and unconditionally
guarantees the Obligations under the Indenture and the Notes on the terms and
subject to the conditions set forth in the Indenture including but not limited
to Article 10 thereof.

      3. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Company or any Guaranteeing Subsidiary
under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of the Notes by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws.

<PAGE>

      4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

      6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

      7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

      Dated:  _______________, 20___

                                               [GUARANTEEING SUBSIDIARY]

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                               HORIZON PCS, INC.

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                               U.S. BANK NATIONAL ASSOCIATION
                                               as Trustee

                                               By: _____________________________
                                                   Authorized Signatory

                                               [Guarators]

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                               By: _____________________________
                                                   Name:
                                                   Title:

<PAGE>

                                    EXHIBIT G

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                TRANSFERS OF TEMPORARY REGULATION S GLOBAL NOTE

                                                        ___________________,20__

U.S. Bank National Association
225 Asylum Street, 23d Floor
Hartford, Connecticut  06103
Attention: Corporate Trust Services

            Re: Horizon PCS Escrow Company (the "Issuer")
                $125,000,000 11 3/8% Senior Notes due 2012

Ladies and Gentlemen:

      This letter relates to U.S. $ ______________ principal amount of Notes
represented by a certificate (the "Legended Certificate") which bears a legend
outlining restrictions upon transfer of such Legended Certificate. Pursuant to
Section 2.01(c) of the Indenture (as such may be amended from time to time, the
"Indenture") dated as of July 19, 2004 relating to the Notes, we hereby certify
that we are (or we will hold such securities on behalf of) a person outside the
United States (or an Initial Purchaser (as defined in the Indenture)) to whom
the Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933, as amended.

      You, as Trustee, the Issuer, counsel for the Issuer and others are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
Terms used in this letter have the meanings set forth in Regulation S.

                                               Very truly yours,
                                               [Name of Holder]

                                               By: __________________________
                                                      Authorized Signature

<PAGE>

                              SCHEDULE 4.08(B)(11)

                      CERTAIN ENCUMBRANCES AND RESTRICTIONS

                                      None.