<PAGE>   1

                                                                     EXHIBIT 4.5



                        VOICESTREAM WIRELESS CORPORATION

                                       TO

                 HARRIS TRUST COMPANY OF CALIFORNIA, as Trustee

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

                                    INDENTURE

                            Dated as of May 14, 1999

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

                                  $400,000,000

                     12% Series A Senior Debentures due 2011

                         12% Senior Debentures due 2011



<PAGE>   2



                                TABLE OF CONTENTS


<TABLE>
<S>                     <C>                                                                 <C>
ARTICLE ONE             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............1

           SECTION 101.      DEFINITIONS.....................................................1
           SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS...........................24
           SECTION 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.........................25
           SECTION 104.      ACTS OF HOLDERS; RECORD DATE...................................25
           SECTION 105.      NOTICES, ETC., TO TRUSTEE AND COMPANY..........................26
           SECTION 106.      NOTICE TO HOLDERS; WAIVER......................................26
           SECTION 107.      CONFLICT WITH TRUST INDENTURE ACT..............................27
           SECTION 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.......................27
           SECTION 109.      SUCCESSORS AND ASSIGNS.........................................27
           SECTION 110.      SEPARABILITY CLAUSE............................................27
           SECTION 111.      BENEFITS OF INDENTURE..........................................27
           SECTION 112.      GOVERNING LAW..................................................27
           SECTION 113.      LEGAL HOLIDAYS.................................................28
           SECTION 114.      COUNTERPARTS...................................................28

ARTICLE TWO             SECURITY FORMS......................................................28

           SECTION 201.      FORMS GENERALLY................................................28
           SECTION 202.      FORM OF FACE OF SECURITY.......................................29
           SECTION 203.      FORM OF REVERSE OF SECURITY....................................32
           SECTION 204.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION................36

ARTICLE THREE           THE SECURITIES......................................................36

           SECTION 301.      TITLE AND TERMS................................................36
           SECTION 302.      DENOMINATIONS..................................................38
           SECTION 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.................38
           SECTION 304.      TEMPORARY SECURITIES...........................................39
           SECTION 305.      GLOBAL SECURITIES..............................................39
           SECTION 306.      REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE GENERALLY;
                             CERTAIN TRANSFERS AND EXCHANGES; SECURITIES ACT LEGENDS........40
           SECTION 307.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES...............44
           SECTION 308.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.................44
</TABLE>



                                       i

<PAGE>   3

<TABLE>
<S>                     <C>                                                                 <C>
           SECTION 309.      PERSONS DEEMED OWNERS..........................................45
           SECTION 310.      CANCELLATION...................................................46
           SECTION 311.      COMPUTATION OF INTEREST........................................46

ARTICLE FOUR            SATISFACTION AND DISCHARGE..........................................46

           SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE........................46
           SECTION 402.      APPLICATION OF TRUST MONEY.....................................47

ARTICLE FIVE            REMEDIES............................................................48

           SECTION 501.      EVENTS OF DEFAULT..............................................48
           SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.............50
           SECTION 503.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                             BY TRUSTEE. ...................................................51
           SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM...............................52
           SECTION 505.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES....52
           SECTION 506.      APPLICATION OF MONEY COLLECTED.................................52
           SECTION 507.      LIMITATION ON SUITS............................................53
           SECTION 508.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL
                             PREMIUM AND INTEREST...........................................53
           SECTION 509.      RESTORATION OF RIGHTS AND REMEDIES.............................54
           SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE.................................54
           SECTION 511.      DELAY OR OMISSION NOT WAIVER...................................54
           SECTION 512.      CONTROL BY HOLDERS.............................................54
           SECTION 513.      WAIVER OF PAST DEFAULTS........................................55
           SECTION 514.      UNDERTAKING FOR COSTS..........................................55
           SECTION 515.      WAIVER OF STAY OR EXTENSION LAWS...............................55

ARTICLE SIX             THE TRUSTEE.........................................................56

           SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES............................56
           SECTION 602.      NOTICE OF DEFAULTS.............................................56
           SECTION 603.      CERTAIN RIGHTS OF TRUSTEE......................................56
           SECTION 604.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........58
           SECTION 605.      MAY HOLD SECURITIES............................................58
           SECTION 606.      MONEY HELD IN TRUST............................................58
           SECTION 607.      COMPENSATION AND REIMBURSEMENT.................................59
           SECTION 608.      DISQUALIFICATION; CONFLICTING INTERESTS........................59
           SECTION 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY........................60
           SECTION 610.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............60
           SECTION 611.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................61
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<S>                     <C>                                                                 <C>
           SECTION 612.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....61
           SECTION 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..............62
           SECTION 614.      APPOINTMENT OF AUTHENTICATING AGENT............................62

ARTICLE SEVEN           HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...................63

           SECTION 701.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS......63
           SECTION 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.........64
           SECTION 703.      REPORTS BY TRUSTEE.............................................64

ARTICLE EIGHT           CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE................65

           SECTION 801.      COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS............65
           SECTION 802.      SUCCESSOR SUBSTITUTED..........................................66

ARTICLE NINE            SUPPLEMENTAL INDENTURES.............................................66

           SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.............66
           SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS................67
           SECTION 903.      EXECUTION OF SUPPLEMENTAL INDENTURES...........................68
           SECTION 904.      EFFECT OF SUPPLEMENTAL INDENTURES..............................68
           SECTION 905.      CONFORMITY WITH TRUST INDENTURE ACT............................68
           SECTION 906.      REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.............68
           SECTION 907.      NOTICE OF SUPPLEMENTAL INDENTURE...............................69

ARTICLE TEN             COVENANTS...........................................................69

           SECTION 1001.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.....................69
           SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY................................69
           SECTION 1003.     MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST................69
           SECTION 1004.     EXISTENCE......................................................71
           SECTION 1005.     MAINTENANCE OF PROPERTIES......................................71
           SECTION 1006.     PAYMENT OF TAXES AND OTHER CLAIMS..............................71
           SECTION 1007.     MAINTENANCE OF INSURANCE.......................................71
           SECTION 1008.     LIMITATION ON CONSOLIDATED INDEBTEDNESS........................72
</TABLE>



                                      iii

<PAGE>   5

<TABLE>
<S>                     <C>                                                                 <C>
           SECTION 1009.     LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.......74
           SECTION 1010.     LIMITATION ON RESTRICTED PAYMENTS..............................75
           SECTION 1011.     LIMITATIONS CONCERNING DISTRIBUTIONS AND TRANSFERS
                             BY RESTRICTED SUBSIDIARIES.....................................77
           SECTION 1012.     LIMITATIONS ON LIENS...........................................78
           SECTION 1013.     LIMITATION ON TRANSACTIONS WITH AFFILIATES
                             AND RELATED PERSONS............................................79
           SECTION 1014.     LIMITATION ON ASSET SALES AND SALES OF SUBSIDIARY STOCK........80
           SECTION 1015.     SALE AND LEASEBACK TRANSACTIONS................................82
           SECTION 1016.     CHANGE OF CONTROL..............................................83
           SECTION 1017.     STATEMENT BY OFFICERS AS TO DEFAULT; COMPLIANCE CERTIFICATES...85
           SECTION 1018.     WAIVER OF CERTAIN COVENANTS....................................85
           SECTION 1019.     PROVISION OF FINANCIAL INFORMATION.............................86
           SECTION 1020.     OPTION TO CONFORM TO HIGH YIELD NOTES..........................87
           SECTION 1021.     PAYMENTS FOR CONSENT...........................................91
           SECTION 1022.     INVESTMENT COMPANY ACT COMPLIANCE..............................91
           SECTION 1023.     BUSINESS.......................................................91

ARTICLE ELEVEN          REDEMPTION OF SECURITIES............................................92

           SECTION 1101.     RIGHT OF REDEMPTION............................................92
           SECTION 1102.     APPLICABILITY OF ARTICLE ELEVEN................................92
           SECTION 1103.     ELECTION TO REDEEM; NOTICE TO TRUSTEE..........................92
           SECTION 1104.     SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..............92
           SECTION 1105.     NOTICE OF REDEMPTION...........................................93
           SECTION 1106.     DEPOSIT OF REDEMPTION PRICE....................................93
           SECTION 1107.     SECURITIES PAYABLE ON REDEMPTION DATE..........................93
           SECTION 1108.     SECURITIES REDEEMED IN PART....................................94

ARTICLE TWELVE          DEFEASANCE AND COVENANT DEFEASANCE..................................94

           SECTION 1201.     COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE...94
           SECTION 1202.     DEFEASANCE AND DISCHARGE.......................................94
           SECTION 1203.     COVENANT DEFEASANCE............................................95
           SECTION 1204.     CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE................95
           SECTION 1205.     DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                             TRUST; OTHER MISCELLANEOUS PROVISIONS..........................97
           SECTION 1206.     REINSTATEMENT..................................................97
</TABLE>



                                       iv

<PAGE>   6


        Reconciliation and tie between Trust Indenture Act of 1939 and
        Indenture, dated as of May 14, 1999.



<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                               INDENTURE SECTION
---------------------------                                               -----------------
<S>             <C>                                                       <C>
Section 310  (a)(1).....................................................  609
             (a)(2).....................................................  609
             (a)(3).....................................................  Not applicable
             (a)(4).....................................................  Not applicable
             (a)(5).....................................................  608
             (b)........................................................  608
                                                                          610
             (c)........................................................  Not applicable
Section 311  (a)........................................................  613
             (b)........................................................  613
             (c)                                                          Not applicable
Section 312  (a)........................................................  701
                                                                          702(a)
             (b)........................................................  702(b)
             (c)........................................................  702(c)
Section 313  (a)........................................................  703(a)
             (b)(1).....................................................  Not applicable
             (b)(2).....................................................  703(a)
             (c)........................................................  703(a)
                                                                          106
             (d)........................................................  703(b)
Section 314  (a)........................................................  704
             (b)........................................................  Not applicable
             (c)(1).....................................................  102
             (c)(2).....................................................  102
             (c)(3).....................................................  Not applicable
             (d)........................................................  Not applicable
             (e)........................................................  102
Section 315  (a)........................................................  601
                                                                          603
             (b)........................................................  602
                                                                          106
             (c)........................................................  601(a)
             (d)........................................................  601(b)
             (e)........................................................  514
</TABLE>



                                      A-1

<PAGE>   7


<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                               INDENTURE SECTION
---------------------------                                               -----------------
<S>             <C>                                                       <C>
Section 316  (a)(last sentence).........................................  101
             (a)(1)(A)..................................................  512
             (a)(1)(B)..................................................  513
             (a)(2).....................................................  Not applicable
             (b)........................................................  508
Section 317  (a)(1).....................................................  503
             (a)(2).....................................................  504
             (b)........................................................  1003
Section 318  (a)........................................................  107
</TABLE>

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

        This Reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.




                                      A-ii

<PAGE>   8

        INDENTURE, dated as of May 14, 1999 (this "Indenture"), between
VoiceStream Wireless Corporation, a corporation duly organized and existing
under the laws of the State of Washington (herein called the "Company"), having
its principal office at 3650 131st Avenue SE, Suite 400, Bellevue, Washington
98006, and Harris Trust Company of California, a trust company duly organized
and existing under the laws of the State of California, as Trustee (herein
called the "Trustee").

                             RECITALS OF THE COMPANY

        The Company has duly authorized the creation of an issue of its 12%
Series A Senior Debentures due 2011 (the "Original Securities"), and 12% Senior
Debentures due 2011 (the "Exchange Securities," and together with the Original
Securities, the "Securities"), and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture. All things necessary to
make the Securities, when executed by the Company and authenticated and
delivered hereunder and duly issued by the Company, the valid obligations of the
Company, and to make this Indenture a valid agreement of the Company, in
accordance with their and its terms, have been done.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

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

                (3)     all accounting terms not otherwise defined herein have
        the meanings assigned to them in accordance with GAAP (whether or not
        such is indicated herein), and, except as otherwise herein expressly
        provided, the term "GAAP" with respect to any computation required or
        permitted hereunder shall mean such accounting principles as are in
        effect at the date of such computation;



<PAGE>   9

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

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

        Certain terms, used principally in Articles Six and Ten, are defined as
provided in such Articles.

        "Acquired Indebtedness" means Indebtedness of a Person (including an
Unrestricted Subsidiary) (i) existing at the time such Person becomes a
Restricted Subsidiary or (ii) assumed in connection with the acquisition of
assets from such Person, in the case of both of the preceding clause (i) and
clause (ii), other than Indebtedness incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary or such
acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of
the related acquisition of assets from any Person or the date the acquired
Person becomes a Restricted Subsidiary.

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

        "Act," when used with respect to any Holder, has the meaning specified
in Section 104.

        "Additional Securities" has the meaning set forth in Section 301.

        "Additional Step-Up" has the meaning specified in the form of the
Securities set forth in Section 202.

        "Administrative Agent" means the Person or Persons designated as the
administrative agent or the agent under a Credit Facility.

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

        "Affiliated Holder" means the Company, any Subsidiary of the Company or
any Affiliates of the Company that control, are controlled by or are under
common control with the Company, directly or indirectly.

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




                                       2
<PAGE>   10

        "Annualized Operating Cash Flow" of any Person means, with respect to
any Reference Period, the Operating Cash Flow of such Person for such Reference
Period multiplied by two.

        "Applicable Premium" means, with respect to any Security being redeemed
or paid on any Redemption Date, the greater of (i) 1.0% of the principal amount
of such Security being redeemed or paid or (ii) the excess of (A) the present
value at such Redemption Date of (1) the redemption price of such Security being
redeemed or paid at May 15, 2004 (such redemption price being set forth in the
table in Section 2.03 hereof) plus (2) all required interest payments due on
such Security being redeemed or paid through May 15, 2004 (such interest to be
deemed to be payable in cash for purposes of such determination (assuming a 360
day year consisting of 12 30-day months) but excluding unpaid interest accrued
since the most recent Interest Payment Date), computed on a semi-annual basis
using a discount rate equal to the Treasury Rate plus 75 basis points over (B)
the principal amount of such Security being redeemed or paid.

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

        "Asset Sale" has the meaning specified in Section 1014.

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

        "Average Life" means, as of the date of determination, with respect to
any Indebtedness or Redeemable Stock, the quotient obtained by dividing (i) the
sum of the products of the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Redeemable Stock multiplied
by the amount of such payment by (ii) the sum of all such payments.

        "Beneficial Owner" has the meaning specified in Section 1016.

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

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

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




                                       3
<PAGE>   11

        "Capitalization Ratio" of any Person on any date (for purposes of this
definition the "Transaction Date") means, with respect to any Person and its
Restricted Subsidiaries, the ratio of (i) Consolidated Indebtedness of such
Person and its Restricted Subsidiaries on the Transaction Date to (ii) the Total
Invested Capital of such Person and its Restricted Subsidiaries on the
Transaction Date.

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

        "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, including
voting and non-voting) of equity of such Person.

        "Cash Equivalents" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof PROVIDED that the full faith and credit of the United
States of America is pledged in support thereof), in each case maturing within
one year after the date of acquisition, (ii) time deposits and certificates of
deposit and commercial paper issued by the parent corporation of any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500 million and commercial paper issued by others rated at least A-2 or the
equivalent thereof by Standard & Poor's Corporation or at least P-2 or the
equivalent thereof by Moody's Investors Service, Inc. and in each case maturing
within one year after the date of acquisition and (iii) investments in money
market funds substantially all of whose assets comprise securities of the types
described in Clauses (i) and (ii) above.

        "CEDEL" means Cedel Bank, S.A. (or any successor securities clearing
agency).

        "Change of Control" has the meaning specified in Section 1016.

        "Commission" means the United States Securities and Exchange Commission,
as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

        "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

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

        "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its




                                       4
<PAGE>   12

        Treasurer, an Assistant Treasurer, its Secretary or an Assistant
        Secretary, and delivered to the Trustee.

        "Consolidated Indebtedness" of any Person means at any date the
aggregate amount of all Indebtedness of such Person and its Restricted
Subsidiaries at such date.

        "Consolidated Interest Expense" of any Person means for any period the
total interest expense of such Person and its Restricted Subsidiaries, whether
paid or accrued, determined on a consolidated basis in accordance with GAAP
(taking into account the effect of any Interest Hedge Agreements but without
deduction of interest income) of such Person and its Restricted Subsidiaries for
such period, including without limitation or duplication (or, to the extent not
so included, with the addition of): (i) the portion of any rental obligation in
respect of any Capital Lease Obligation allocable to interest expense in
accordance with GAAP; (ii) the amortization of debt issuance costs and
Indebtedness discounts; (iii) any payments or fees with respect to letters of
credit, bankers' acceptances or similar facilities; (iv) fees and other costs
with respect to Interest Hedge Agreements; (v) the portion of any rental
obligations in respect of any Sale and Leaseback Transaction allocable to
interest expense (determined as if such were treated as a Capital Lease
Obligation); (vi) non-cash interest payments and commissions, discounts and
other fees and charges incurred in respect of any receivables facility; (vii)
Preferred Stock dividends accrued or payable by such Person or any Restricted
Subsidiary of such Person other than dividends on Qualified Capital Stock of
such Person; (viii) interest accruing on any Indebtedness of any other Person to
the extent such Indebtedness is Guaranteed by (or secured by the assets of) such
Person or any Restricted Subsidiary of such Person; (ix) the cash contributions
to any employee stock ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay interest or fees to any
Person (other than such Person or any Restricted Subsidiary of such Person) in
connection with Indebtedness Incurred by such plan or trust. For the purposes of
Section 1010, Consolidated Interest Expense shall be adjusted to give effect to
the treatment of Restricted Subsidiaries that are not Wholly Owned Subsidiaries
in the manner referred to in the last sentence of the definition of Operating
Cash Flow.

        "Consolidated Net Income" of any Person means for any period the net
income (or loss) of such Person and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; PROVIDED that there
shall be excluded therefrom (to the extent included and without duplication) (i)
the net income (or loss) of any Person acquired by such Person or a Restricted
Subsidiary of such Person after the date of this Indenture in a
pooling-of-interests transaction for any period prior to the date of such
transaction, (ii) the net income (or loss) of any Person that is not a
Restricted Subsidiary of such Person except to the extent of the amount of
dividends or other distributions actually paid in cash to such Person or a
Restricted Subsidiary of such Person by such other Person during such period,
(iii) any gains or losses from sales or other dispositions of Capital Stock or
other assets (including pursuant to any Sale and Leaseback Transactions) other
than sales of assets acquired and held for resale in the ordinary course of
business, (iv) for purposes of Section 1010 only, the net income, if positive,
of any Restricted Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Restricted Subsidiary of such net
income is not at that time permitted by the operation of the terms of its
charter or any agreement, instrument, judgment, decree, order,




                                       5
<PAGE>   13

statute, rule or governmental regulations applicable to such Restricted
Subsidiary, (v) all extraordinary gains and extraordinary losses and (vi) the
cumulative effect of a change in accounting principles.

        "Corporate Trust Office" means the principal office of the Trustee at
601 South Figueroa Street, 49th Floor, Los Angeles, California 90017 at which at
any particular time its corporate trust business shall be administered, or its
operations center in Chicago, Illinois, or such other location designated by the
Trustee in a report pursuant to Section 703(a).

        "Credit Facility" means, collectively, that certain Loan Agreement dated
as of June 26, 1998, by and among VoiceStream PCS Holding L.L.C., a Delaware
limited liability company (as successor to Western PCS Holding Corporation),
Toronto Dominion (Texas), Inc., as administrative agent, and the agents and
lenders named therein, and such additional loan or credit facilities now or
hereafter existing among the Company or a Restricted Subsidiary of the Company
and one or more equipment vendors or lending groups consisting principally of
banks or other financial institutions, in each case as such agreements in whole
or in part, may be amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified, in whole or in part,
from time to time (including, without limitation, any successive renewals,
extensions, substitutions, refinancings, restructurings, replacements,
supplementations or other modifications of the foregoing) to which the Company
or any Restricted Subsidiary is a party including to increase the commitments
thereunder or to add or eliminate borrowers or guarantors thereunder; PROVIDED
that any such substitution, refinancing, restructuring or replacement shall be
pursuant to one or more agreements with equipment vendors or lending groups
consisting principally of banks or other financial institutions.

        "Cumulative Interest Expense" means the total amount of Consolidated
Interest Expense of the Company and its Restricted Subsidiaries for the period
beginning on January 1, 2001 through and including the end of the last fiscal
quarter preceding the date of any proposed Restricted Payment for which
financial statements have been delivered to the Trustee.

        "Cumulative Operating Cash Flow" means Operating Cash Flow of the
Company and its Restricted Subsidiaries for the period beginning on January 1,
2001 through and including the end of the last fiscal quarter preceding the date
of any proposed Restricted Payment for which financial statements have been
delivered to the Trustee.

        "Debenture Exchange and Registration Rights Agreement" means the
Debenture Exchange and Registration Rights Agreement, dated as of the date
hereof, between the Company and the Initial Purchaser, as such agreement may be
amended, supplemented or otherwise modified from time to time.

        "Debenture Issue Date" means the time and date of the first issuance of
a Security hereunder.

        "Debt Offering" means a bona fide public offering or private placement
by the Company to Persons other than Affiliated Holders pursuant to an indenture
or purchase agreement,




                                       6
<PAGE>   14

(including an offering to be made pursuant to Rule 144A, but excluding any
Credit Facility) of any high yield notes or other high yield debt securities, in
each case which are Pari Passu with the Securities, yielding net proceeds to the
Company of at least $150 million.

        "Debt Securities" means those securities issued pursuant to a Debt
Offering.

        "Defaulted Interest" has the meaning specified in Section 308.

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

        "Designated Senior Indebtedness" means Indebtedness under any Credit
Facility.

        "Distribution Compliance Period" means the period through and including
the 40th day after the later of (i) the Debenture Issue Date and (ii) the
commencement of the offering of Original Securities pursuant to the Purchase
Agreement.

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

        "Exchange Offer" means an offer made pursuant to an effective
registration statement under the Securities Act by the Company to exchange
securities substantially identical to Outstanding Securities (except for the
differences provided for herein) for Exchange Securities.

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

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

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

        "Event of Default" has the meaning specified in Section 501.

        "Exchange Act" refers to the Securities Exchange Act of 1934, as
amended.

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

        "Fair Market Value" means, with respect to any assets or Person, the
price which could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value will
be determined (i) if such Person or assets have a Fair Market Value not in
excess of $5 million, by any officer of the Company and evidenced by an
Officers'




                                       7
<PAGE>   15

Certificate, dated within 30 days of the relevant transaction, (ii) if such
Person or assets has a Fair Market Value of $5 million or more but less than $25
million, by a majority of the Board of Directors of the Company and evidenced by
a Board Resolution, dated within 30 days of the relevant transaction, and (iii)
if such Person or assets has a Fair Market Value of $25 million or more, by a
majority of the Board of Directors of the Company and evidenced by a Board
Resolution, dated within 30 days of the relevant transaction, based on an
appraisal of an independent appraiser of national reputation.

        "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time, including those set forth in
(i) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (iv) the rules and regulations of the Commission
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the
Commission. All ratios and computations based on GAAP contained in this
Indenture shall be computed in conformity with GAAP.

        "Global Securities" has the meaning set forth in Section 201.

        "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such other Person or (ii) entered into for the purpose of
assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); PROVIDED, HOWEVER, that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

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

        "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to generally accepted
accounting principles or otherwise, of any such Indebtedness or other obligation
on the balance sheet of such Person (and "Incurrence," "Incurred," "Incurrable"
and "Incurring" shall have meanings correlative to the foregoing); PROVIDED,
HOWEVER, that a change in generally accepted accounting principles that results
in an obligation of such Person that exists at such time becoming Indebtedness
shall not be deemed an Incurrence of such Indebtedness.




                                       8
<PAGE>   16

        "Indebtedness" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, (i) every obligation of such Person for money borrowed, (ii)
every obligation of such Person evidenced by bonds, debentures, notes or similar
instruments, including obligations Incurred under receivables or factoring
facilities, (iii) every reimbursement obligation of such Person with respect to
letters of credit, bankers' acceptances or similar facilities issued for the
account of such Person, (iv) every obligation of such Person issued or assumed
as the deferred purchase price of property or services (but excluding trade
accounts payable or accrued liabilities arising in the ordinary course of
business on customary terms), (v) every Capital Lease Obligation of such Person,
(vi) the maximum fixed redemption or repurchase price of Redeemable Stock of
such Person at the time of determination, (vii) every obligation to pay rent or
other payment amounts of such Person with respect to any Sale and Leaseback
Transaction to which such Person is a party, (viii) all obligations under
Interest Hedge Agreements, (ix) every obligation of the type referred to in
Clauses (i) through (viii) of another Person and all dividends of another Person
the payment of which, in either case, such Person has Guaranteed or is
responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise or which is secured by a Lien on any asset of such Person and (x) the
liquidation value of Preferred Stock of a Subsidiary of such Person issued and
outstanding and held by other than such Person (or one of its Wholly Owned
Restricted Subsidiaries); PROVIDED that for all purposes of this Indenture, (A)
the amount outstanding at any time of (1) any Indebtedness issued with original
issue discount is the face amount of such Indebtedness less the unamortized
portion of the original issue discount of such Indebtedness at the time of its
issuance as determined in conformity with GAAP, (2) any Guarantee or other
contingent obligation is the maximum liability of such Person thereunder, (3)
any Indebtedness that is not recourse to such Person except the assets securing
such Indebtedness is the lesser of (x) the Fair Market Value of such assets and
(y) the amount of the Indebtedness, (4) obligations under an Interest Hedge
Agreement that is designed solely to protect the Company or its Restricted
Subsidiaries against fluctuations in interest rates with respect to their
respective outstanding Indebtedness shall be considered to be Indebtedness only
to the extent that such Interest Hedging Agreement may increase the amount of
Indebtedness of the Company or any of its Restricted Subsidiaries other than as
a result of fluctuations in interest rates or by reason of fees, and (5) any
other Indebtedness is the principal amount thereof, together with any interest
thereon that is more than 30 days past due, (B) money borrowed at the time of
the Incurrence of any Indebtedness in order to pre-fund the payment of interest
on such Indebtedness shall be deemed not to be "Indebtedness" to the extent of
the amounts held in an escrow or similar account to be held for the benefit of
or to be paid to the relevant lender as interest or its equivalent and (C)
Indebtedness shall not include any liability for federal, state, local or other
taxes. For purposes of clauses (vi) and (x) above, the "maximum fixed redemption
or repurchase price" of any Redeemable Stock that does not have a fixed
redemption or repurchase price shall be calculated in accordance with the terms
of such Redeemable Stock as if such Redeemable Stock were purchased or redeemed
on any date on which Indebtedness shall be required to be determined pursuant to
the Indenture, and if such price is based upon, or measured by, the fair market
value of such Redeemable Stock (or any equity security for which it may be
exchanged or converted), such fair market value shall be determined in good
faith by the Board of Directors of such Person, which determination shall be
evidenced by a Board Resolution.




                                       9
<PAGE>   17

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

        "Initial Purchaser" means Nortel Networks Inc.

        "Initial Regulation S Securities" means the Securities, if any, sold by
the Initial Purchaser in the initial offering contemplated by the Purchase
Agreement in reliance on Regulation S.

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

        "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

        "Investment" by any Person in any other Person means (without
duplication): (a) the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of capital stock, bonds, notes, debentures, partnership, limited
liability company or other ownership interests or other securities of such other
Person or any agreement to make any such acquisition; (b) the making by such
Person of any deposit with, or advance, loan or other extension of credit to,
such other Person (including the purchase of property from another Person
subject to an understanding or agreement, contingent or otherwise, to resell
such property to such other Person) or any commitment to make any such advance,
loan or extension; (c) the entering into by such Person of any Guarantee of, or
other contingent obligation with respect to, Indebtedness or other liability of
such other Person; (d) the making of any capital contribution by such Person to
such other Person; and (e) the designation by the Board of Directors of the
Company of any Person to be an Unrestricted Subsidiary. For purposes of this
Indenture, (i) "Investment" shall include and be valued at the Fair Market Value
of such Person's PRO RATA interest in the net assets of any Restricted
Subsidiary at the time that such Restricted Subsidiary is designated an
Unrestricted Subsidiary and shall exclude the lesser of (A) the Fair Market
Value of such Person's PRO RATA interest in the net assets of any Unrestricted
Subsidiary at the time that such Unrestricted Subsidiary is designated a
Restricted Subsidiary and (B) the Fair Market Value of the amount of such
Person's Investments (other than Permitted Investments) at the time deemed to be
made in (net of cash distributions received from) such Unrestricted Subsidiary
since the date of this Indenture, and (ii) the amount of any Investment shall be
the Fair Market Value of such Investment at the time any such Investment is
made.

        "Leverage Ratio" of any Person on any date (for purposes of this
definition, the "Transaction Date") means, with respect to any Person and its
Restricted Subsidiaries, the ratio of (i) Consolidated Indebtedness of such
Person and its Restricted Subsidiaries on the




                                       10
<PAGE>   18

Transaction Date (after giving pro forma effect to the Incurrence of any
Indebtedness on such Transaction Date) to (ii) the aggregate amount of
Annualized Operating Cash Flow of such Person for the Reference Period
(determined on a pro forma basis after giving effect to all acquisitions and
dispositions of businesses made by such Person and its Restricted Subsidiaries
from the beginning of the Reference Period through the Transaction Date as if
such acquisitions and dispositions had occurred at the beginning of such
Reference Period); PROVIDED, that for purposes of such computation, in
calculating Annualized Operating Cash Flow and Consolidated Indebtedness: (a)
the transaction giving rise to the need to calculate the Leverage Ratio will be
assumed to have occurred (on a pro forma basis) on the first day of the
Reference Period; (b) all members of the consolidated group of such Person on
the Transaction Date that were acquired during the Reference Period shall be
deemed to be members of the consolidated group of such Person for the entire
Reference Period; and (c) the Indebtedness and Annualized Operating Cash Flow of
any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary shall
be determined in accordance with the actual percentage of the Person's common
equity interest in such Restricted Subsidiary on the date of determination of
the Leverage Ratio (thus, for example, in the case of a Restricted Subsidiary in
which such Person owns a 51% common equity interest, 51% of such Subsidiary's
Indebtedness and of such Subsidiary's Annualized Operating Cash Flow would be
included in the calculation of such Person's aggregate Indebtedness and
Annualized Operating Cash Flow, respectively). When the foregoing definition is
used in connection with the Company and its Restricted Subsidiaries, references
to a Person and its Restricted Subsidiaries in the foregoing definition shall be
deemed to refer to the Company and its Restricted Subsidiaries.

        "License" means any license relating to Telecommunications Businesses of
the referent Person or any of its Restricted Subsidiaries granted by the Federal
Communications Commission that entitles the holder to use the radio channels
covered thereby, subject to compliance with applicable rules and regulations, in
connection with such Telecommunications Businesses.

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

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

        "Net Cash Proceeds" means the aggregate amount of cash and Cash
Equivalents received by the Company and its Restricted Subsidiaries in respect
of an Asset Sale (including upon the conversion to cash and Cash Equivalents of
(a) any note or installment receivable at any time or (b) any other property as
and when any cash and Cash Equivalents are




                                       11
<PAGE>   19

received in respect of any property received in an Asset Sale but only to the
extent such cash and Cash Equivalents are received within one year after such
Asset Sale), less the sum of all reasonable out-of-pocket fees, commissions and
other expenses incurred in connection with such Asset Sale, including the amount
(estimated in good faith by the Board of Directors of the Company) of income,
franchise, sales and other applicable taxes required to be paid by the Company
or any Restricted Subsidiary of the Company in connection with such Asset Sale.

        "Non-Recourse Debt" means Indebtedness: (a) as to which neither the
Company nor any of its Restricted Subsidiaries (i) provides credit support of
any kind (including any Guarantee, undertaking, agreement or instrument that
would constitute Indebtedness but excluding any pledge of Capital Stock
permitted under Section 1012); or (ii) is directly or indirectly liable (as a
guarantor or otherwise); or (iii) constitutes the lender; (b) no default with
respect to which (including any rights that the holders thereof may have to take
enforcement action against any 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 thereof to be accelerated or payable before
its stated maturity; and (c) the holders of which have been notified in writing
that they will not have any recourse to the stock or assets of the Company or
any of its Restricted Subsidiaries (except as expressly permitted under Section
1012).

        "Notice of Default" has the meaning specified in Section 501.

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

        "Offer to Purchase" means a written offer (the "Offer") sent by the
Company to each Holder at his address appearing in the Security Register on the
date of the Offer offering to purchase up to the principal amount of Securities
specified in such Offer at the purchase price specified in such Offer (as
determined pursuant to this Indenture). Unless otherwise required by applicable
law, the Offer shall specify an expiration date (the "Expiration Date") of the
Offer to Purchase which, subject to any contrary requirements of applicable law,
shall be not less than 30 days nor more than 60 days after the date of such
Offer to Purchase and a settlement date (the "Purchase Date") for purchase of
Securities within 5 Business Days after the Expiration Date. The Company shall
notify the Trustee at least 15 Business Days (or such shorter period as is
acceptable to the Trustee) prior to the mailing of the Offer of the Company's
obligation to make an Offer to Purchase, and the Offer shall be mailed by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company. The Offer shall contain information concerning the
business of the Company and its Subsidiaries which the Company in good faith
believes will enable such Holders to make an informed decision with respect to
the Offer to Purchase (which at a minimum will include (i) the most recent
annual and quarterly financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in the
documents required to be filed with the Trustee pursuant to Section 1019 (which
requirements may be satisfied by delivery of such documents together with the
Offer), (ii) a description of material developments in the Company's business
subsequent to the date of the latest of such financial statements referred to in
Clause (i) (including a description of the events requiring the Company to make
the Offer to Purchase), (iii) if applicable, appropriate pro forma financial
information concerning the Offer to




                                       12
<PAGE>   20

Purchase and the events requiring the Company to make the Offer to Purchase and
(iv) any other information required by applicable law to be included therein.
The Offer shall contain all instructions and materials necessary to enable such
Holders to tender Securities pursuant to the Offer to Purchase. The Offer shall
also state:

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

                (2)     the Expiration Date and the Purchase Date;

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

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

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

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

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

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

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

                (10)    that (a) if Securities in an aggregate principal amount
        less than or equal to the Purchase Amount are duly tendered and not
        withdrawn pursuant to the Offer to




                                       13
<PAGE>   21

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

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

Any Offer to Purchase shall be governed by and effected in accordance with the
Offer for such Offer to Purchase.

        "Officers' Certificate" means a certificate signed by two officers at
least one of whom shall be the Chairman of the Board, President, Vice President,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the Company
and delivered to the Trustee.

        "Operating Cash Flow" for any Person for any period means (a) the
Consolidated Net Income of such Person for such period, plus (b) the sum,
without duplication (and only to the extent such amounts are deducted from net
revenues in determining such Consolidated Net Income), of (i) the provisions for
income taxes for such period for such Person and its Restricted Subsidiaries,
(ii) depreciation, amortization and other non-cash charges of such Person and
its Restricted Subsidiaries and (iii) Consolidated Interest Expense of such
Person for such period, determined, in each case, on a consolidated basis for
such Person and its Subsidiaries in accordance with GAAP, less (c) the sum,
without duplication (and only to the extent such amounts are included in such
Consolidated Net Income) of (i) all extraordinary gains of such Person and its
Subsidiaries during such period and (ii) the amount of all cash payments made
during such period by such Person and its Subsidiaries to the extent such
payments relate to non-cash charges that were added back in determining
Operating Cash Flow for such period or for any prior period, less (d) non-cash
credits increasing Consolidated Net Income for such period; and in the case of a
Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, the
determination of the percentage of the Operating Cash Flow of such Restricted
Subsidiary that is to be included in the calculation of the Company's Leverage
Ratio shall be made on a pro forma basis on the assumption that the percentage
of the Company's common equity interest in such Restricted Subsidiary throughout
the applicable Reference Period was equivalent to its common equity interest on
the date of the determination. Notwithstanding the foregoing, for purposes of
Section 1010 only, the provision for income taxes and the depreciation,
amortization and other non-cash charges of a Subsidiary of the referent Person
shall be added to Consolidated Net Income to compute Operating Cash Flow only to
the extent that (and in same proportion as) the net income of such Subsidiary
was included in calculating the Consolidated Net Income of such Person and only
if a corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Subsidiary without prior governmental approval
(that has




                                       14
<PAGE>   22

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 regulations applicable to that Subsidiary or the
holders of its equity interests. When the foregoing definition is used in
connection with the Company, references to a Person and its Subsidiaries in the
foregoing definition shall be deemed to refer to the Company and its Restricted
Subsidiaries. For the purposes of Section 1010 only, the determination of the
percentage of the Operating Cash Flow of a Restricted Subsidiary that is not a
Wholly Owned Restricted Subsidiary that is to be included in the calculation of
the Company's Operating Cash Flow shall be made on a quarter by quarter basis
based on the percentage of the Company's common equity interest in such
Restricted Subsidiary on the last day of each quarter during the relevant
period.

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

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

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

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

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

                (iii)   Securities which have been paid pursuant to Section 307
        or in exchange for or in lieu of which other Securities have been
        authenticated and delivered pursuant to this Indenture, other than any
        such Securities in respect of which there shall have been presented to
        the Trustee proof satisfactory to it that such Securities are held by a
        bona fide purchaser in whose hands such Securities are valid obligations
        of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee




                                       15
<PAGE>   23

establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

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

        "Permitted Holder" has the meaning specified in Section 1016.

        "Permitted Investments" means (i) Investments in Cash Equivalents; (ii)
Investments by the Company or a Restricted Subsidiary in the Company or a
Restricted Subsidiary of the Company; (iii) Investments in a Person
substantially all of whose assets are of a type generally used in a
Telecommunications Business (an "Acquired Person") if, as a result of such
Investments, (A) the Acquired Person immediately thereupon becomes a Restricted
Subsidiary of the Company or (B) the Acquired Person immediately thereupon
either (1) is merged or consolidated with or into the Company or any Restricted
Subsidiary of the Company or (2) transfers or conveys all or substantially all
of its assets to, or is liquidated into, the Company or any of its Restricted
Subsidiaries; (iv) Investments in accounts and notes receivable acquired in the
ordinary course of business; (v) advances and prepayments for asset purchases in
the ordinary course of business in a Telecommunications Business of the Company
or a Restricted Subsidiary; and (vi) customary loans or advances made in the
ordinary course of business to officers, directors or employees of the Company
or any of its Restricted Subsidiaries for travel, entertainment, and moving and
other relocation expenses; PROVIDED, that the matters referenced in clause (iii)
above shall not be Permitted Investments if made at any time that an Event of
Default or event which with notice or lapse of time or both would become an
Event of Default has occurred and is continuing; and PROVIDED FURTHER that, for
purposes of Section 1010 only, Investments shall exclude all Investments made
(since the date of this Indenture and treated as a Restricted Payment) in a
Person which thereafter qualify as Permitted Investments pursuant to clause
(iii) above, in each case valued at the lesser of (A) Fair Market Value at the
time such Investment is deemed to be a Permitted Investment and (B) Fair Market
Value of the amount of such Investment at the time deemed to be made (net of
cash or other distributions received therefrom or other amounts received in
respect thereof).

        "Permitted Joint Venture" means, as applied to any Person, any
corporation or other entity (a) engaged in the acquisition, ownership, operation
and management of assets in the Telecommunications Business, (b) over which such
Person is responsible (either directly or through a services agreement) for
day-to-day operations or otherwise has a technical services or comparable
agreement that provides such Person with such rights, duties and obligations as
are




                                       16
<PAGE>   24

substantially similar to those rights, duties and obligations of the Company (as
assignee of Western Wireless Corporation) under that certain Technical Services
Agreement dated July 30, 1996, as amended, with respect to Cook Inlet Western
Wireless PV/SS PCS, L.P., (c) of which more than forty percent (40%) of the
outstanding Capital Stock (other than directors' qualifying shares) having
ordinary Voting Power to elect its board of directors, regardless of the
existence at the time of a right of the holders of any class or classes of
securities of such corporation to exercise such Voting Power by reason of the
happening of any contingency, in the case of a corporation, or more than forty
percent (40%) of the outstanding ownership interests, in the case of an entity
other than a corporation, is at the time owned directly or indirectly by such
Person, or by one or more Subsidiaries of such Person, or by such Person and by
one or more Restricted Subsidiaries of such Person, and (d) that is formed
pursuant to an arms' length negotiation between such Person and the other
parties to such Permitted Joint Venture Investment that satisfies the
requirements of Section 1013, if applicable.

        "Permitted Joint Venture Investment" means (i) any payment on account of
the purchase, redemption, retirement or acquisition of (A) any shares of Capital
Stock or other ownership interests of a Permitted Joint Venture or (B) any
option, warrant or other right to acquire shares of Capital Stock or ownership
interests of a Permitted Joint Venture or (ii) any loan, advance, lease, capital
contribution to, or Investment in, or payment of a Guarantee of any obligation
of a Permitted Joint Venture.

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

        "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 307 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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

        "Public Equity Offering" means an underwritten public offering of Common
Stock of the Company pursuant to an effective registration statement filed with
the Commission in accordance with the Securities Act with aggregate net proceeds
of not less than $100 million.

        "Purchase Agreement" means the Purchase Agreement, dated as of the date
hereof, between the Company and the Initial Purchaser, as such agreement may be
amended. supplemented or otherwise modified from time to time.

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

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




                                       17
<PAGE>   25

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

        "Qualified Capital Stock" means, with respect to any Person, any and all
shares of Capital Stock other than Redeemable Stock issued by such Person after
the date of this Indenture.

        "Qualified Capital Stock Proceeds" means, with respect to any Person,
(a) in the case of any issuance or sale of Qualified Capital Stock (other than
to a Subsidiary of such Person or an employee stock ownership plan or to a trust
established by the Company or any of its Subsidiaries for the benefit of any of
their employees), the aggregate cash proceeds received by such Person, net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees Incurred by
such Person or any of its Subsidiaries in connection with such issuance or sale;
and (b) in the case of any exchange, exercise, conversion or surrender of any
Redeemable Stock or Indebtedness of such Person issued (other than to any
Subsidiary) for cash after the Debenture Issue Date for or into shares of
Qualified Capital Stock of such Person, the liquidation value of the Redeemable
Stock or the net book value of such Indebtedness as adjusted on the books of
such Person to the date of such exchange, exercise, conversion or surrender,
plus (y) any additional amount paid by the securityholders to such Person upon
such exchange, exercise, conversion or surrender and less (z) any and all
payments made to the securityholders, and all attorneys' fees, accountants'
fees, underwriters' or placement agents' fees, discounts or commissions and
brokerage, consultant and other fees Incurred by such Person or any of its
Subsidiaries in connection therewith.

        "Qualifying Event" means any Public Equity Offering or any Strategic
Equity Investment.

        "Redeemable Stock" of any Person means any equity security of such
Person that by its terms or otherwise is required to be redeemed prior to the
final Stated Maturity of the Securities or is redeemable at the option of the
holder thereof at any time prior to the final Stated Maturity of the Securities;
PROVIDED that any Capital Stock that would not constitute Redeemable Stock but
for provisions thereof giving holders thereof the right to require such Person
to repurchase or redeem such Capital Stock upon the occurrence of a "change of
control" occurring prior to the final Stated Maturity of the Securities shall
not constitute Redeemable Stock if the "change of control" provisions applicable
to such Capital Stock taken as a whole are no more favorable to the holders of
such Capital Stock than the provisions contained in Section 1016 of this
Indenture (and in any event provide no greater premium than the provisions
contained in Section 1016 of this Indenture) and such Capital Stock specifically
provides that such Person will not repurchase or redeem any such stock pursuant
to such provisions prior to the Company's repurchase of such Securities as are
required to be repurchased pursuant to Section 1016.

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

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




                                       18
<PAGE>   26

        "Reference Period" with regard to any Person means the last two full
fiscal quarters of such Person immediately preceding any date upon which any
determination is to be made pursuant to the terms of the Securities or this
Indenture for which financial statements have been delivered to the Trustee.

        "Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.

        "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the
Debenture Issue Date or Incurred in compliance with this Indenture, including
Indebtedness that Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that
(i) such Refinancing Indebtedness has a final maturity no earlier than the final
maturity of the Indebtedness being Refinanced, (ii) such Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being Refinanced and (iii) such Refinancing Indebtedness has an aggregate
principal amount (or if Incurred with original issue discount, an aggregate
issue price) that is equal to or less than the aggregate principal amount (or if
Incurred with original issue discount, the aggregate accreted value) then
outstanding or committed (plus accrued interest on the principal amount of
Indebtedness Refinanced, and fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; PROVIDED FURTHER,
HOWEVER, that Refinancing Indebtedness shall not include (x) Indebtedness of a
Subsidiary that Refinances Indebtedness of the Company (unless such Subsidiary
was obligated under, or a guarantor of, the Indebtedness being Refinanced) or
(y) Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.

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

        "Regular Record Date" for the interest payable on any Interest Payment
Date means the May 1 or November 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

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

        "Regulation S Global Security" has the meaning specified in Section 201.

        "Related Person" of any Person means any other Person owning (a) 5% or
more of the outstanding Common Stock of such Person or (b) 5% or more of the
Voting Power of such Person.




                                       19
<PAGE>   27

        "Resale Registration Statement" means a shelf registration statement
under the Securities Act filed by the Company, if required by, and meeting the
requirements of, the Notes Exchange and Registration Rights Agreement,
registering the Original Securities for resale.

        "Restricted Global Security" has the meaning specified in Section 201.

        "Restricted Payments" means, with respect to any Person, (i) any
declaration or payment of a dividend or other distribution of any sort on any
shares of Capital Stock of such Person or any Restricted Subsidiary of such
Person (including any payment in connection with any merger or consolidation
involving such Person or any of its Restricted Subsidiaries, but excluding (A) a
dividend or other distribution payable solely in shares of Qualified Capital
Stock of such Person or options, warrants or other rights to acquire Qualified
Capital Stock of such Person and (B) any declaration or payment of a dividend or
other distribution by a Restricted Subsidiary to the Company or another
Restricted Subsidiary), (ii) any payment on the account of the purchase,
redemption, retirement or acquisition (including by way of issuing any
Indebtedness or Redeemable Stock in exchange for Capital Stock) of (A) any
shares of Capital Stock of such Person or any Restricted Subsidiary of such
Person (including, in the case of a Restricted Subsidiary, Capital Stock of the
Company) held by other than such Person or any of its Restricted Subsidiaries or
(B) any option, warrant or other right to acquire shares of Capital Stock of
such Person or any Restricted Subsidiary of such Person held by a Person other
than such Person or any of its Restricted Subsidiaries (including, in the case
of a Restricted Subsidiary, any option, warrant or other right to acquire shares
of Capital Stock of the Company), in each case other than pursuant to the
cashless exercise of options or pursuant to the acquisition by the Company or
any Restricted Subsidiary of the Company of Capital Stock of a Restricted
Subsidiary of the Company not owned by the Company or another Restricted
Subsidiary for a price not greater than the Fair Market Value of such Capital
Stock, (iii) any Investment (other than a Permitted Investment) made by such
Person and (iv) any redemption, defeasance, purchase, repurchase or other
acquisition or retirement for value prior to any scheduled maturity, scheduled
repayment or scheduled sinking fund payment, of any Subordinated Indebtedness of
such Person (other than the purchase, repurchase, or other acquisition of
Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one
year of the date of acquisition); PROVIDED, that the term "Restricted Payment"
does not include the payment of a dividend or other distribution by any
Restricted Subsidiary on shares of its Capital Stock that is paid pro rata to
all holders of such Capital Stock.

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

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

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




                                       20
<PAGE>   28

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

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

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

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

        "Securities Act Legend" means a legend substantially in the form of the
legend required in the form of Security set forth in Section 202 to be placed
upon a Rule 144A Security or an Initial Regulation S Security.

        "Security Registrar" and "Security Register" have the respective
meanings specified in Section 306.

        "Special Interest" has the meaning specified in the form of the
Securities set forth in Section 202.

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

        "Step-Down Date" has the meaning specified in the form of the Securities
set forth in Section 202.

        "Step-Up" has the meaning specified in the form of the Securities set
forth in Section 202.

        "Strategic Equity Investment" means an investment in Qualified Capital
Stock of the Company made by a Strategic Investor in an aggregate amount of not
less than $100 million.

        "Strategic Investor" means a Person (other than an Affiliate of the
Company or a Person who by virtue of such Investment becomes such an Affiliate)
engaged in one or more Telecommunications Businesses with an equity market
capitalization at the time such Person makes a Strategic Equity Investment in
the Company in excess of $2 billion.




                                       21
<PAGE>   29

        "Subordinated Indebtedness" means Indebtedness of the Company that is
subordinated in right of payment to the Securities.

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

        "Successor Company" has the meaning specified in Section 801.

        "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 307 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

        "Telecommunications Business" means the business of (i) transmitting, or
providing services relating to the transmission of, voice, video or data through
owned or leased wireline or wireless transmission facilities, (ii) creating,
developing, constructing, installing, repairing, maintaining or marketing
communications-related systems, network equipment and facilities, software and
other products, or (iii) evaluating, owning, operating, participating in or
pursuing any other business that is primarily related to those identified in
Clause (i) or (ii) above (in the case of this Clause (iii), however, in a manner
consistent with the Company's manner of business on the date of this Indenture),
and shall, in any event, include all businesses in which the Company or any of
its Subsidiaries is engaged on the date of this Indenture or has entered into
agreements to engage in or to acquire a company to engage in or contemplate
engaging in, as expressly set forth in the Company's Form 10/A filed with the
Commission on April 13, 1999; PROVIDED that the determination of what
constitutes a Telecommunications Business shall be made in good faith by the
Company's Board of Directors.

        "Total Invested Capital" means at any time of determination, the sum of,
without duplication, (i) $1.4 billion, plus (ii) the aggregate net cash proceeds
and the aggregate net Fair Market Value of property other than cash received by
the Company from the issuance or sale of Qualified Capital Stock including
Qualified Capital Stock of the Company issued upon the conversion of convertible
debt or from the exercise of options, warrants or rights to purchase Qualified
Capital Stock subsequent to the Debenture Issue Date (other than to a Subsidiary
of the Company or an employee stock ownership plan or to a trust established by
the Company or any of its Subsidiaries for the benefit of any of their
employees); plus (iii) the aggregate net cash proceeds received by the Company
or any Restricted Subsidiary of the Company from the sale,




                                       22
<PAGE>   30

disposition or repayment of any Investment made after the Debenture Issue Date,
and constituting a Restricted Payment in an amount equal to the lesser of (a)
the return of capital with respect to such Investment and (b) the amount of such
Investment made, in either case, less the cost of the disposition of such
Investment, net of taxes, plus (iv) an amount equal to the consolidated net
Investment (as of the date of determination) the Company and/or any of the
Restricted Subsidiaries of the Company has made in any Subsidiary that has been
designated as an Unrestricted Subsidiary after the Debenture Issue Date, upon
its redesignation as a Restricted Subsidiary in accordance with Section 1010,
plus (v) Consolidated Indebtedness minus (vi) the aggregate amount of all
Restricted Payments declared or made on or after the Debenture Issue Date.

        "Treasury Rate" means, as of any Redemption Date, the yield to maturity
as of such Redemption Date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to May 15, 2004; PROVIDED,
HOWEVER, that if the period from the Redemption Date to May 15, 2004 is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

        "Triggering Event" has the meaning specified in the form of the
Securities set forth in Section 202.

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

        "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as provided in
Section 905; PROVIDED, HOWEVER, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

        "U.S. Government Obligations" has the meaning specified in Section 1204.

        "Unrestricted Subsidiary" of any Person means (i) any Subsidiary of such
Person that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors of such Person in the manner provided below
and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of
any Person may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, such Person or any Restricted Subsidiary; PROVIDED
that either (A) the Subsidiary to be so designated has total assets of $1,000 or
less or (B) if such Subsidiary has assets greater than $1,000, such Person's PRO
RATA interest in the Fair Market Value of the net assets of such Subsidiary at
the time of such designation would be permitted as an Investment




                                       23
<PAGE>   31

under Section 1010. The Board of Directors of any Person may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary of such Person, PROVIDED
that immediately after giving effect to such designation (x) such Person would
be permitted to Incur $1.00 of additional Indebtedness pursuant to the first
paragraph of Section 1008 and (y) no Event of Default or event which with notice
or lapse of time or both would become an Event of Default has occurred and is
continuing. Any such designation by the Board of Directors shall be evidenced by
a Board Resolution submitted to the Trustee.

        "Voting Agreement" means that Voting Agreement dated May 3, 1999 among
the Company and certain of its securityholders.

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

        "Voting Stock" has the meaning specified in Section 1016.

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

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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




                                       24
<PAGE>   32

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 104. ACTS OF HOLDERS; RECORD DATE.

        (a)     Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are received
by the Trustee and, where it is hereby expressly required, by the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 104.

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




                                       25
<PAGE>   33

executing the same, may also be proved in any other manner which the Trustee
reasonably deems sufficient.

        (c)     The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 701)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.

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

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

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

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

                (2)     the Company by the Trustee or by any Holder shall be
        sufficient for every purpose hereunder (unless otherwise herein
        expressly provided) if in writing and mailed, first-class postage
        prepaid, to the Company, Attention: Chief Executive Officer, addressed
        to it at the address of its principal office specified in the first
        paragraph of this instrument or at any other address previously
        furnished in writing to the Trustee by the Company with a copy to its
        General Counsel.

SECTION 106. NOTICE TO HOLDERS; WAIVER.

        Where this Indenture provides for communication with or notice to
Holders, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the




                                       26
<PAGE>   34

failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

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

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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

SECTION 112. GOVERNING LAW.

        THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.




                                       27
<PAGE>   35

SECTION 113. LEGAL HOLIDAYS.

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

SECTION 114. COUNTERPARTS.

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

                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

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

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

        The Rule 144A Securities shall initially be represented by one or more
Securities in registered, global form without coupons (collectively, the
"Restricted Global Security"). The Initial Regulation S Securities shall
initially be represented by one or more Securities in registered, global form
without interest coupons (collectively, the "Regulation S Global Security" and,
together with the Restricted Global Security, the "Global Securities"). The
Global Securities shall be deposited upon issuance with the Trustee as custodian
for DTC and registered in the name of DTC or its nominee, in each case for
credit to an account of a direct or indirect participant in DTC as described
below. Prior to the expiration of the Distribution Compliance Period, beneficial
interests in the Regulation S Global Security may only be held through Euroclear
or CEDEL (as indirect participants in DTC), unless exchanged for interests in
the



                                       28

<PAGE>   36

Restricted Global Security in accordance with the transfer and certification
requirements described in this Indenture.

SECTION 202. FORM OF FACE OF SECURITY.

        The Global Security (including beneficial interests in the Global
Security and, subject to Section 306(c), their Successor Securities) shall be
subject to certain restrictions on transfer and shall bear a legend in
substantially the following form:

        THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND SUCH OTHER APPLICABLE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B)
IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE
TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
ACT ("REGULATION S"), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S, PURSUANT TO RULE 904 OF REGULATION S, OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE COMPANY AND THE TRUSTEE AND THE SECURITIES REGISTRAR, AS
APPLICABLE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I)
PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE, THE




                                       29
<PAGE>   37

TRANSFER AGENT AND THE SECURITIES REGISTRAR, AS APPLICABLE. AS USED HEREIN, THE
TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S.

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

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

12% [SERIES A] SENIOR DEBENTURES DUE 2011

No. ________                                                         $__________

[If Regulation S Global Security - CUSIP Number __________]

[If Restricted Global Security - CUSIP Number __________]

[If an Exchange Security - CUSIP Number __________]

        VoiceStream Wireless Corporation, a corporation duly organized and
existing under the laws of Washington (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________, or registered
assigns, the principal sum of ___________ Dollars [IF THE SECURITY IS A GLOBAL
SECURITY, THEN INSERT -- , or such other principal amount as may be set forth in
the records of the Trustee hereinafter referred to in accordance with the
Indenture, on May 15, 2011, and to pay interest in cash thereon from [insert the
date of issuance or the relevant Interest Payment Date with respect to
Additional Securities (as applicable)], semi-annually on May 15 and November 15
in each year, commencing on November 15, 1999, at the rate of 12% per annum,
until the principal hereof is paid or made available for payment, and (to




                                       30
<PAGE>   38

the extent that the payment of such interest shall be legally enforceable) at
the rate of 13% per annum on any overdue principal and premium, if any, and on
any overdue installment of interest until paid. [IF THE SECURITY IS AN ORIGINAL
SECURITY, THEN INSERT --, PROVIDED that if a "Triggering Event" (as defined in
the Debenture Exchange and Registration Rights Agreement) shall occur (PROVIDED
that no more than one Triggering Event shall be deemed to be in effect at any
one time), then interest will accrue (in addition to the stated interest on this
Security) (the "Step-Up") at a rate of 0.5% per annum on the principal amount of
the Securities for the period from the occurrence of the Triggering Event until
such time (the "Step-Down Date") as no Triggering Event is in effect. Special
Interest (as defined below) shall be payable in cash semi-annually in arrears on
each May 15 and November 15. For each 90-day period that the Triggering Event
continues, the per annum rate of such Special Interest shall increase (each such
increase, an "Additional Step-Up") by an additional 0.5% per annum, PROVIDED
that the sum of the Step-Up and all Additional Step-Ups shall in no event exceed
2.0% per annum in the aggregate. On the Step-Down Date the interest rate will be
restored to its initial rate. The Company shall provide the Trustee with written
notice of the date of any Triggering Event and the Step-Down Date. Interest
accruing as a result of the Step-Up or an Additional Step-Up is referred to
herein as "Special Interest."] The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be May 1 or November 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. [IF THE SECURITY IS AN ORIGINAL SECURITY, THEN INSERT --, PROVIDED that
any accrued and unpaid interest (including Special Interest) on this Security
upon the issuance of an Exchange Security in exchange for this Security shall
cease to be payable to the Holder hereof and shall be payable on the next
Interest Payment Date for such Exchange Security to the Holder thereof on the
related Regular Record Date] Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice of which shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.

        In lieu of making cash payment of interest (including any Special
Interest) due on or before May 15, 2004, the Company may at its option elect to
pay such interest, in whole or in part, by the issuance of Additional Securities
to the Holders on the respective Interest Payment Date. The principal amount of
Additional Securities issued in lieu of cash payment shall be equal to the
amount of interest payable on such Interest Payment Date (including any Special
Interest) that is not paid in cash on such date.

        Subject to the preceding paragraph, payment of the principal of (and
premium, if any) and interest on this Security will be made at the Corporate
Trust Office or at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, New York City, in such




                                       31
<PAGE>   39

coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; PROVIDED, HOWEVER, that at
the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register (or as provided in the immediately preceding paragraph, if
applicable).

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

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

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

Dated:
                                        VOICESTREAM WIRELESS CORPORATION


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

Attest:

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

Name:
     -----------------------------

Title:
       ---------------------------

SECTION 203. FORM OF REVERSE OF SECURITY.

        This Security is one of a duly authorized issue of securities of the
Company designated as its 12% [Series A] Senior Debentures due 2011 (herein
called the "Securities"), issued and to be issued under an Indenture, dated as
of May 14, 1999 (herein called the "Indenture"), between the Company and Harris
Trust Company of California, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The
Securities are limited (except as otherwise provided herein or in the Indenture
referred to above) in aggregate principal amount to $400,000,000.

        On or after May 15, 2004, the Securities may be redeemed at any time at
the option of the Company, in whole or from time to time in part, at the
following Redemption Prices (expressed




                                       32
<PAGE>   40

as percentages of the principal amount thereof). If redeemed during the 12-month
period beginning May 15 of the years indicated,

<TABLE>
<CAPTION>
                     YEAR                                REDEMPTION PRICE
                     ----                                ----------------
<S>                                                          <C>
                     2004                                    106.000%
                     2005                                    104.500%
                     2006                                    103.000%
                     2007                                    101.500%
                     2008 and thereafter                     100.000%
</TABLE>

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

        Notwithstanding the foregoing, at any time prior to May 15, 2002, the
Company may redeem up to 35% of the aggregate principal amount of Securities
(including Additional Securities) actually issued under the Indenture from the
net cash proceeds of a Qualifying Event at a Redemption Price equal to 112.0% of
the aggregate principal amount thereof, together with accrued and unpaid
interest to but excluding the Redemption Date; PROVIDED, that at least $260
million in aggregate principal amount of Securities (including Additional
Securities) remains outstanding immediately following such redemption. Any such
redemption must be made within 30 days after the related Qualifying Event.

        In addition, at any time prior to May 15, 2004, the Securities may also
be redeemed at the option of the Company, in whole but not in part, upon the
occurrence of a Change of Control (but in no event may any such redemption occur
more than 90 days after the occurrence of such Change of Control) at a
redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to, the
Redemption Date therefor.

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

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



                                       33
<PAGE>   41

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

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

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

        The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

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

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

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




                                       34
<PAGE>   42

Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

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

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

        Interest on this Security shall be computed on the basis of a 360-day
year of twelve 30-day months; PROVIDED that any Special Interest shall be
computed on the basis of a 365 or 366 day year, as the case may be, and the
number of days actually elapsed.

        All terms used in this Security which are not defined herein but which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture. The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.

                       OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Security purchased in its entirety by
the Company pursuant to Section 1014, 1015 or 1016 of the Indenture, check the
box:

        [ ]

        If you want to elect to have only a part of this Security purchased by
the Company pursuant to Section 1014, 1015 or 1016 of the Indenture, state the
amount: $_______

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



Signature Guarantee:


                                        ----------------------------------------
                                        (Signature must be guaranteed by an
                                        eligible guarantor institution which is
                                        a member of or participant in the
                                        Securities Transfer Agent Medallion
                                        Program (STAMP))




                                       35
<PAGE>   43

SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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


                                        Harris Trust Company of California,
                                        as Trustee

                                        By:
                                           -------------------------------------
                                           Authorized Officer

                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301. TITLE AND TERMS.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $400,000,000
except for Securities authenticated and delivered as Additional Securities
pursuant to the fifth paragraph of this Section, and except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906
or 1108 or in connection with an Offer to Purchase pursuant to Section 1014,
1015 or 1016.

          Subject to Section 303, the Trustee shall authenticate Securities for
original issue on the date of this Indenture in the aggregate principal amount
of $400,000,000. With respect to any Securities issued after the date of this
Indenture in lieu of payment of cash interest (including Special Interest) as
permitted by the fifth paragraph of this Section 301, there shall be established
in or pursuant to a resolution of the Board of Directors of the Company, and
subject to Section 303, set forth, or determined in the manner provided in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of such Securities ("Additional Securities"):

                (1)     the aggregate principal amount of such Securities that
        may be authenticated and delivered under this Indenture in payment of
        interest otherwise payable in cash pursuant to this Indenture;

                (2)     the issuance date of such Securities that may be
        authenticated and delivered under this Indenture; and

                (3)     that such Additional Securities shall be issuable in the
        same form as the then Outstanding Securities (i.e., as either a Global
        Security or as non-Global Securities and, if the Exchange Securities
        have been issued, as Exchange Securities) and having the same terms as
        the then Outstanding Securities and the same depositaries.

        The Original Securities shall be known and designated as the "12% Series
A Senior Debentures due 2011" and the Exchange Securities shall be known and
designated as the "12% Senior Debentures due 2011," in each case, of the
Company. Their Stated Maturity shall be




                                       36
<PAGE>   44

May 15, 2011 and they shall bear interest at the rate of 12% per annum, from the
Debenture Issue Date or from the most recent Interest Payment Date to which
interest has been paid in cash or duly provided for, as the case may be, payable
semi-annually on May 15 and November 15, commencing on November 15, 1999, to the
Holders of record on the immediately preceding May 1 and November 1, until the
principal thereof is paid or made available for payment; PROVIDED, HOWEVER, with
respect to Original Securities, that if a Triggering Event occurs (PROVIDED that
no more than one Triggering Event shall be deemed to be in effect at any one
time), then a Step-Up will occur for the period from the occurrence of the
Triggering Event until the Step-Down Date; PROVIDED, FURTHER, that for each
90-day period that the Triggering Event continues, an Additional Step-Up shall
occur; and PROVIDED, FURTHER, that the sum of the Step-Up and all Additional
Step-Ups shall in no event exceed 2.0% per annum in the aggregate. On the
Step-Down Date the interest rate will be restored to its initial rate. The
Company shall provide the Trustee with written notice of the date of any
Triggering Event and the Step-Down Date. The interest so payable, and punctually
paid or duly provided for in respect of any Security, on any Interest Payment
Date will, as provided in this Indenture, be paid to the Person in whose name
such Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be May 1
or November 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Accrued Special Interest, if any, shall be
paid in cash (or Additional Securities if permitted hereunder) in arrears
semiannually on May 15 and November 15 in each year and the amount of accrued
Special Interest shall be determined on the basis of the number of days actually
elapsed and computed as provided in Section 311.

        The principal of (and premium, if any) and interest on the Securities
shall be payable at the Corporate Trust Office or at the office or agency of the
Company in the City and State of New York maintained for such purpose; PROVIDED,
HOWEVER, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

        In lieu of making cash payment of interest (including any Special
Interest) due on or before May 15, 2004, the Company may at its option elect to
pay such interest, in whole or in part, by the issuance of Additional Securities
to the Holders on the respective Interest Payment Date. The principal amount of
Additional Securities issued in lieu of cash payment shall be equal to the
amount of interest payable on such Interest Payment Date (including any Special
Interest) that is not paid in cash on such date.

        The Securities shall be subject to repurchase by the Company pursuant to
an Offer to Purchase as provided in Sections 1014, 1015 and 1016.

        The Securities shall be redeemable as provided in Article Eleven.

        The Securities shall be subject to defeasance at the option of the
Company as provided in Article Twelve.




                                       37
<PAGE>   45

SECTION 302. DENOMINATIONS.

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

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

        The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, attested by
its Secretary, one of its Assistant Secretaries or its Chief Financial Officer.
The signature of any of these officers on the Securities may be manual or
facsimile.

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

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

        At any time and from time to time after the execution and delivery of
this Indenture and after the effectiveness of a registration statement under the
Securities Act with respect thereto, the Company may deliver Exchange Securities
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Exchange Securities
and a like principal amount of Original Securities for cancellation in
accordance with Section 310 of this Indenture, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities. Prior to
authenticating such Exchange Securities, and accepting any additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, if requested, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating in
substance

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

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




                                       38
<PAGE>   46

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

SECTION 304. TEMPORARY SECURITIES.

        Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities. If temporary Securities are issued, the Company
will cause definitive Securities to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities shall
be exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

SECTION 305. GLOBAL SECURITIES.

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

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





                                       39
<PAGE>   47

Security, upon 20 days' prior request made by the Depositary or its authorized
representative to the Trustee.

        (c)     If any Global Security is to be exchanged for other Securities
or cancelled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or cancelled in part, or if another Security is
to be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or cancelled, or equal to the principal amount of
such other Security to be exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to
Section 305(b) and as otherwise provided in this Article Three, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

        (d)     Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article Three, Section 906, 1014, 1015, 1016
or 1108 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security, unless such Security is registered in the name of a
Person other than the Depositary for such Global Security or a nominee thereof.

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

SECTION 306. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE GENERALLY;
             CERTAIN TRANSFERS AND EXCHANGES; SECURITIES ACT LEGENDS.

        (a)     REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE GENERALLY.
The Company shall cause to be kept at the Corporate Trust Office a register (the




                                       40
<PAGE>   48

register maintained in such office and in any other office or agency designated
pursuant to Section 1002 being herein sometimes collectively referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers and exchanges of Securities. The Trustee is hereby appointed "Security
Registrar" for the purpose of registering Securities and transfers and exchanges
of Securities as herein provided. Such Security Register shall distinguish
between Original Securities and Exchange Securities.

        Upon surrender for registration of transfer of any Security at an office
or agency of the Company designated pursuant to Section 1002 for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of any authorized denominations, of a like aggregate principal amount and
bearing such restrictive legends as may be required by this Indenture.

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

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

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

        No service charge shall be made to the Holders for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 305, 306, 906, 1014, 1015, 1016 or 1108
not involving any transfer.

        The Company shall not be required (i) to issue, register the transfer of
or exchange any Security during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any Security being redeemed in part.




                                       41
<PAGE>   49

        (b)     CERTAIN TRANSFERS AND EXCHANGES. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 306(b) shall be made only in accordance with this Section 306(b)
(with reference to Section 305).

                (i)     EXCHANGES BETWEEN THE RESTRICTED GLOBAL SECURITY AND THE
        REGULATION S GLOBAL SECURITY.

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

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

                        (C)     Prior to the expiration of the Distribution
                Compliance Period, a beneficial interest in the Regulation S
                Global Security may be transferred to a person who takes
                delivery in the form of an interest in the Restricted Global
                Security only upon receipt by the Trustee of a written
                certification on behalf of the transferor to the effect that
                such transfer is being made to a person who the transferor
                reasonably believes is a qualified institutional buyer acquiring
                for its own account or the account of a qualified institutional
                buyer in a transaction complying with Rule 144A and any
                applicable securities laws of the states of the United States
                and other jurisdictions. After the expiration of the
                Distribution Compliance Period, this certification requirement
                shall no longer apply to such transfers. Any such exchange of a
                beneficial interest in the Regulation S Global Security for a
                beneficial interest in the Restricted Global Security or vice
                versa will be effected in DTC by means of an instruction
                originated by the Trustee through the DTC Deposit/Withdrawal at
                Custodian ("DWAC") system and an appropriate adjustment shall be
                made in the records of the Security Register to reflect a
                decrease in the principal amount of the relevant Global
                Security.

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




                                       42
<PAGE>   50

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

                (ii)    EXCHANGES OF BOOK-ENTRY SECURITIES FOR CERTIFICATED
        SECURITIES. A beneficial interest in a Global Security may not be
        exchanged for a Security in certificated form unless (A) DTC (x)
        notifies the Company that it is unwilling or unable to continue as
        Depositary for the Global Security or (y) has ceased to be a clearing
        agency registered under the Exchange Act, and in either case the Company
        fails to appoint a successor Depository, (B) the Company, at its option,
        notifies the Trustee in writing that it elects to cause the issuance of
        the Securities in certificated form or (C) there shall have occurred and
        be continuing an Event of Default or any event which after notice or
        lapse of time or both would be an Event of Default with respect to the
        Securities. In all cases, certificated Securities delivered in exchange
        for any Global Security or beneficial interests therein shall be
        registered in the names, and issued in any approved denominations,
        requested by or on behalf of the Depositary (in accordance with its
        customary procedures). Any certificated Security issued in exchange for
        an interest in a Global Security shall bear the legend restricting
        transfers that is borne by such Global Security.

                (iii)   SECURITIES ACT LEGENDS. Rule 144A Securities and their
        respective Successor Securities shall bear a Securities Act Legend, and
        Initial Regulation S Securities and their Successor Securities shall
        bear a Securities Act Legend, subject to the following:

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

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

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

                        (D)     a new Security which does not bear a Securities
                Act Legend may be issued in exchange for or in lieu of a
                Security (other than a Global Security) or any portion thereof
                which bears such a legend if, in the Company's judgment, placing
                such a legend upon such new Security is not necessary to ensure
                compliance with the registration requirements of the Securities
                Act, and the Trustee, at the direction of the Company, shall
                authenticate and deliver such a new Security as provided in this
                Article Three; and

                        (E)     notwithstanding the foregoing provisions of this
                Section 306(b), a Successor Security of a Security that does not
                bear a particular form of Securities




                                       43
<PAGE>   51

                Act Legend shall not bear such form of legend unless the Company
                has reasonable cause to believe that such Successor Security is
                a "restricted security" within the meaning of Rule 144, in which
                case the Trustee, at the direction of the Company, shall
                authenticate and deliver a new Security bearing a Securities Act
                Legend in exchange for such Successor Security as provided in
                this Article Three.

SECTION 307. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

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

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

SECTION 308. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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




                                       44
<PAGE>   52

        Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been held by such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:


                (1)     The Company may elect to make payment of any Defaulted
        Interest to the Persons in whose names the Securities (or their
        respective Predecessor Securities) are registered at the close of
        business on a Special Record Date for the payment of such Defaulted
        Interest, which shall be fixed in the following manner. The Company
        shall notify the Trustee in writing of the amount of Defaulted Interest
        proposed to be paid on each Security and the date of the proposed
        payment, and at the same time the Company shall deposit with the Trustee
        an amount of money equal to the aggregate amount proposed to be paid in
        respect of such Defaulted Interest, such money when deposited to be held
        in trust for the benefit of the Persons entitled to such Defaulted
        Interest as in this Clause provided. Thereupon the Trustee shall fix a
        Special Record Date for the payment of such Defaulted Interest which
        shall be not more than 15 days and not less than 10 days prior to the
        date of the proposed payment and not less than 10 days after the receipt
        by the Trustee of the notice of the proposed payment. The Trustee shall
        promptly notify the Company of such Special Record Date and, in the name
        and at the expense of the Company, shall cause notice of the proposed
        payment of such Defaulted Interest and the Special Record Date therefor
        to be mailed, first-class postage prepaid, to each Holder at his address
        as it appears in the Security Register, not less than 10 days prior to
        such Special Record Date. Notice of the proposed payment of such
        Defaulted Interest and the Special Record Date therefor having been so
        mailed, such Defaulted Interest shall be paid to the Persons in whose
        names the Securities (or their respective Predecessor Securities) are
        registered at the close of business on such Special Record Date and
        shall no longer be payable pursuant to the following Clause (2).

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

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

SECTION 309. PERSONS DEEMED OWNERS.

        Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such




                                       45
<PAGE>   53

Security is registered as the owner of such security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
308) interest on such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary.

        None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 310. CANCELLATION.

        All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any Offer to Purchase, pursuant to
Section 1014, 1015 or 1016, shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section 310,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall (subject to the record-retention requirements of the
Exchange Act) be disposed of as directed by a Company Order.

SECTION 311. COMPUTATION OF INTEREST.

        Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months; PROVIDED, HOWEVER, that any Special Interest shall
be computed on the basis of a 365- or 366-day year, as the case may be, and the
number of days actually elapsed.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

        This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture (including, but not limited to, Article Twelve
hereof), when

                (1)     either

                        (A)     all Securities theretofore authenticated and
                delivered (other than (i) Securities which have been destroyed,
                lost or stolen and which have been replaced or paid as provided
                in Section 307 and (ii) Securities for whose payment




                                       46
<PAGE>   54

                money has theretofore been deposited in trust or segregated and
                held in trust by the Company and thereafter repaid to the
                Company or discharged from such trust, as provided in Section
                1003) have been delivered to the Trustee for cancellation; or

                        (B)     all such Securities not theretofore delivered to
                the Trustee for cancellation

                                (i)     have become due and payable, or

                                (ii)    will become due and payable at their
                        Stated Maturity within one year, or

                                (iii)   are to be called for redemption within
                        one year under arrangements satisfactory to the Trustee
                        for the giving of notice of redemption by the Trustee in
                        the name, and at the expense, of the Company,

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

                (2)     the Company has paid or caused to be paid all other sums
        payable hereunder by the Company; and

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

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article Four, the obligations of the Company to the Trustee under Section
607, the obligations of the Trustee to any Authenticating Agent under Section
614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

        Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may




                                       47
<PAGE>   55

determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

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

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

                (2)     failure to pay any interest upon any Security for a
        period of 30 days or more after it becomes due and payable; or

                (3)     failure to make timely any Offer to Purchase required to
        be made pursuant to Section 1014, 1015 or 1016 or, on the applicable
        Purchase Date, to purchase Securities required to be purchased by the
        Company pursuant to Section 1014, 1015 or 1016; or

                (4)     failure to perform or comply with, or breach of, Article
        Eight; or

                (5)     failure to perform, or breach of, any covenant or
        agreement of the Company in this Indenture (other than a covenant or
        agreement a default in whose performance or whose breach is elsewhere in
        this Section 501 specifically addressed), and continuance of such
        failure or breach for a period of 30 days after there has been given, by
        registered or certified mail, to the Company by the Trustee or to the
        Company and the Trustee by the Holders of at least 25% in aggregate
        principal amount of the Outstanding Securities a written notice
        specifying such failure or breach and requiring it to be remedied and
        stating that such notice is a "Notice of Default" hereunder; or

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




                                       48
<PAGE>   56

                (7)     a final judgment or final judgments for the payment of
        money are entered against the Company or any Restricted Subsidiary of
        the Company in an aggregate amount in excess of $5 million, which
        judgments remain undischarged, unstayed or unbonded for a period (during
        which execution shall not be effectively stayed) of 60 days after the
        right to appeal has expired; or

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

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




                                       49
<PAGE>   57

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

        Subject to Section 1020, if an Event of Default (other than an Event of
Default specified in Section 501(8) or (9)) shall occur and be continuing, then
and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities may declare the
principal of all the Securities to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal (and premium, if any) and any accrued interest
shall become immediately due and payable. If an Event of Default specified in
Section 501(8) or (9) occurs, the principal of (and premium, if any) and any
accrued interest on the Securities then Outstanding shall IPSO FACTO become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

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

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

                        (A)     all overdue interest on all Securities,

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

                        (C)     to the extent that payment of such interest is
                lawful, interest upon overdue interest at the rate provided by
                the Securities, and

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

        and

                (2)     all Events of Default, other than the nonpayment of the
        principal of Securities which have become due solely by reason of such
        declaration of acceleration, have been cured or waived as provided in
        Section 513;

PROVIDED THAT, if (i) pursuant to either Section 1020(a) or 1020(b) the Other
Covenants and the Other Events of Default set forth in a Debt Offering have been
incorporated into this




                                       50
<PAGE>   58

Indenture, (ii) the holders of the Debt Securities shall have caused the
acceleration of the payment thereof, (iii) the payment of the Outstanding
Securities has been accelerated based solely on an Event of Default under one or
more Applicable Default Provisions (as defined in Section 1020) and (iv) the
holders of the Debt Securities, prior to the Termination Date (as defined in
Section 1020), rescind and annul such acceleration of the Debt Securities, then
any such acceleration of the Outstanding Securities shall be, without further
action by the Trustees or the Holders, rescinded and annulled.

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

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

        The Company covenants that if

                (1)     default is made in the payment of any interest on any
        Security when such interest becomes due and payable and such default
        continues for a period of 30 days, or

                (2)     default is made in the payment of the principal of (or
        premium, if any, on) any Security at the Maturity thereof or, with
        respect to any Security required to have been purchased pursuant to an
        Offer to Purchase made by the Company, at the Purchase Date thereof,

the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
provided by the Securities, and, in addition thereto, 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.

        If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as Trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities wherever
situated.

        Subject to Section 1020, if an Event of Default occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.




                                       51
<PAGE>   59

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

        In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

                FIRST: To the payment of all amounts due the Trustee under
        Section 607; and

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




                                       52
<PAGE>   60

        kind, according to the amounts due and payable on such Securities for
        principal (and premium, if any) and interest, respectively.

SECTION 507. LIMITATION ON SUITS.

        Subject to Section 1020, no Holder of any Security shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

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

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

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

                (4)     the Trustee for 60 days after its receipt of such
        notice, request or offer of indemnity has failed to institute any such
        proceeding; and

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

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM AND
             INTEREST.

        Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 308)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date or, in the case
of an Offer to Purchase made by the Company and required to be accepted as to
such Security, on the Purchase Date) and to institute suit for the enforcement
of any such payment, on or after such respective dates and such rights shall not
be impaired without the consent of such Holder.




                                       53
<PAGE>   61

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

        Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 307, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

SECTION 512. CONTROL BY HOLDERS.

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

                (1)     such direction shall not be in conflict with any rule of
        law or with this Indenture,

                (2)     the Trustee may take any other action deemed proper by
        the Trustee which is not inconsistent with such direction, and

                (3)     subject to the provisions of Section 601, the Trustee
        shall have the right to decline to follow any such direction if the
        Trustee, being advised by counsel, shall determine that the action or
        proceeding so directed may not lawfully be taken or if the





                                       54
<PAGE>   62

        Trustee in good faith shall determine that the action or proceedings so
        directed might involve the Trustee in personal liability or if the
        Trustee in good faith shall so determine that the actions or
        forbearances specified in or pursuant to such direction shall be unduly
        prejudicial to the interest of holders of the Securities not joining in
        the giving of said direction, it being understood that the Trustee shall
        have no duty to ascertain whether or not such actions or forbearances
        are unduly prejudicial to such holders.

SECTION 513. WAIVER OF PAST DEFAULTS.

        Subject to Section 1020, the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities may on behalf of the
Holders of all the Securities waive any past default hereunder and its
consequences, except a default

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

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

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

SECTION 514. UNDERTAKING FOR COSTS.

        In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act. This Section 514 does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 508 or a suit by the Holders of more than 10% in
aggregate principal amount of the Securities.

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

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




                                       55
<PAGE>   63

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

        (a)     The duties and responsibilities of the Trustee shall be as
provided in this Indenture and by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it. If a default or an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 601.

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

                (1)     this Section 601(b) does not limit the effect of Section
        603;

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

                (3)     the Trustee shall not be liable with respect to any
        action it takes or omits to take in good faith in accordance with a
        direction received by it pursuant to Section 512.

SECTION 602. NOTICE OF DEFAULTS.

        The Trustee shall give the Holders notice of any default hereunder
within 90 days after the occurrence thereof as and to the extent provided by the
Trust Indenture Act. For the purpose of this Section 602, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default. Except in the case of a default or an Event of Default in
payment of principal of (and premium, if any, on) or interest on any Securities,
the Trustee may withhold the notice to the Holders if and so long as a committee
of its trust officers in good faith determines that withholding such notice is
in the interests of the Holders.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

        Subject to the provisions of Section 601:



                                       56
<PAGE>   64

                (a)     the Trustee shall undertake to perform such duties as
        are specifically set forth in this Indenture and no implied covenants or
        obligations shall be read into this Indenture against the Trustee;

                (b)     in the absence of bad faith in its part, the Trustee may
        rely and shall be protected in acting or refraining from acting upon any
        resolution, certificate, Officers' Certificate, statement, instrument,
        opinion, report, notice, request, direction, consent, order, bond,
        debenture, note, other evidence of indebtedness or other paper or
        document believed by it to be genuine and to have been signed or
        presented by the proper party or parties;

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

                (d)     whenever in the administration of this Indenture the
        Trustee shall deem it desirable that a matter be proved or established
        prior to taking, suffering or omitting any action hereunder, the Trustee
        (unless other evidence be herein specifically prescribed) may, in the
        absence of bad faith on its part, rely upon an Officers' Certificate;

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

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

                (g)     the Trustee shall not be bound to make any investigation
        into the facts or matters stated in any resolution, certificate,
        statement, instrument, opinion, report, notice, request, direction,
        consent, order, bond, debenture, note, other evidence of indebtedness or
        other paper or document unless requested to do so by the Holders of not
        less than a majority in aggregate principal amount of the Securities
        then Outstanding, but the Trustee, in its discretion, may make such
        further inquiry or investigation into such facts or matters as it may
        see fit, and, if the Trustee shall determine to make such further
        inquiry or investigation, it shall be entitled to examine the books,
        records and premises of the Company, personally or by agent or attorney;

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




                                       57
<PAGE>   65

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

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

                (k)     except for (i) a default under Sections 501(1), (2) or
        (3) hereof, or (ii) any other event of which the Trustee has "actual
        knowledge" and which event, with the giving of notice or the passage of
        time or both, would constitute an Event of Default under this Indenture,
        the Trustee shall not be deemed to have notice of any default or Event
        of Default unless specifically notified in writing of such event by the
        Company or the Holders of not less than 25% in aggregate principal
        amount of the Securities then Outstanding. As used herein, the term
        "actual knowledge" means the actual fact or statement of knowing,
        without any duty to make any investigation with regard thereto.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 605. MAY HOLD SECURITIES.

        The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606. MONEY HELD IN TRUST.

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




                                       58
<PAGE>   66

SECTION 607. COMPENSATION AND REIMBURSEMENT.

        The Company agrees

                (1)     to pay to the Trustee from time to time, and the Trustee
        shall be entitled to, reasonable compensation for all services rendered
        by it hereunder (which compensation shall not be limited by any
        provision of law in regard to the compensation of a trustee of an
        express trust);

                (2)     except as otherwise expressly provided herein, to
        reimburse the Trustee upon its request for all reasonable expenses,
        disbursements and advances incurred or made by the Trustee in accordance
        with any provision of this Indenture, including costs of collection
        (including the reasonable compensation and the expenses and
        disbursements of its agents and counsel), except any such expense,
        disbursement or advance as may be attributable to its negligence or
        willful misconduct; and

                (3)     to indemnify the Trustee for, and to hold it harmless
        against, any loss, liability or expense incurred without negligence or
        willful misconduct on its part, arising out of or in connection with the
        acceptance or administration of this trust, including the costs and
        expenses of defending itself against or investigating any claim or
        liability in connection with the exercise or performance of any of its
        powers or duties hereunder. The Trustee's costs and expenses of
        enforcing this right to indemnification shall also be paid by the
        Company.

        The obligations of the Company under this Section 607 shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee. As security for the performance of such obligations of the Company,
the Trustee shall have a claim prior to the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the payment of principal of (and premium, if any) and interest on particular
Securities. When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Article Five hereof, the expenses
(including reasonable fees and expenses of its counsel (including in-house
counsel)) and the compensation for the services in connection therewith are
intended to constitute expense of administration under any applicable bankruptcy
law.

SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

        If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. Neither the
Company nor any Person directly or indirectly controlling, or controlled by, or
under common control with the Company shall serve as the Trustee.




                                       59
<PAGE>   67

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

        There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has (or
in the case of a Person included in a bank holding company system, the related
bank holding company shall have) a combined capital and surplus of at least $50
million and its (or its affiliate's) corporate trust office in New York City. If
such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section 609, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 609, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article Six.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

        (a)     No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

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

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

        (d)     If at any time:

                (1)     the Trustee shall fail to comply with Section 608 after
        written request therefor by the Company or by any Holder who has been a
        bona fide Holder of a Security for at least six months, or

                (2)     the Trustee shall cease to be eligible under Section 609
        and shall fail to resign after written request therefor by the Company
        or by any such Holder, or

                (3)     the Trustee shall become incapable of acting or shall be
        adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
        property shall be appointed or any public officer shall take charge or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least




                                       60
<PAGE>   68

six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

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

        (f)     The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

        Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

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

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

        Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article Six,
without the




                                       61
<PAGE>   69

execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

        If and when the Trustee shall be or become a creditor, directly or
indirectly, secured or unsecured, of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor).

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

        The Trustee may appoint an Authenticating Agent or Agents which shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer, partial
conversion or partial redemption or pursuant to Section 307, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having (or in the case of a
corporation included in a bank holding company system, the related bank holding
company having) a combined capital and surplus of not less than $50 million and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section 614.

        Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the Corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this




                                       62
<PAGE>   70

Section, without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent.

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 614.

        The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 614, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

        If an appointment is made pursuant to this Section 614, the Securities
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

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


                                        Harris Trust Company of California,
                                        As Trustee


                                        By:
                                           -------------------------------------
                                                  As Authenticating Agent

                                        By:
                                           -------------------------------------
                                                    Authorized Officer

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

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




                                       63
<PAGE>   71

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

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

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

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

        (a)     The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

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

SECTION 703. REPORTS BY TRUSTEE.

        (a)     The Trustee shall transmit to the Holders such reports as may be
required pursuant to the Trust Indenture Act as promptly as practicable after
each May 15 and beginning on May 15, 2000, or at such other time as may be
provided in the Trust Indenture Act and in the manner provided in the Trust
Indenture Act.

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




                                       64
<PAGE>   72

                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.

        The Company (a) shall not consolidate with or merge into any other
Person; (b) shall not permit any other Person to consolidate with or merge into
the Company; and (c) shall not, directly or indirectly, in one transaction or a
series of transactions, transfer, convey, sell, lease or otherwise dispose of
all or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries, taken as a whole, to any Person; UNLESS, in any such
transaction:

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

                (2)     (x) the Company is the surviving entity or (y) in the
        case the Company shall consolidate with or merge into another Person or
        shall directly or indirectly, in one transaction or a series of
        transactions, transfer, convey, sell, lease or otherwise dispose of all
        or substantially all of the properties and assets of the Company and its
        Restricted Subsidiaries, taken as a whole, the Person formed by such
        consolidation or into which the Company is merged or the Person which
        acquires, directly or indirectly, in one transaction or a series of
        transactions, by transfer, conveyance, sale, lease or other disposition
        all or substantially all of the properties and assets of the Company and
        its Restricted Subsidiaries, taken as a whole (for purposes of this
        Article Eight, a "Successor Company"), shall be a corporation, shall be
        organized and validly existing under the laws of the United States of
        America, any State thereof or the District of Columbia and shall
        expressly assume by an indenture supplemental hereto executed and
        delivered to the Trustee, in form satisfactory to the Trustee, the due
        and punctual payment of the principal of (and premium, if any) and
        interest on all the Securities and the performance of every covenant of
        this Indenture on the part of the Company to be performed or observed;

                (3)     immediately after giving effect to such transaction, and
        treating any Indebtedness Incurred by the Company or any Restricted
        Subsidiary as a result of such transaction as having been Incurred at
        the time of such transaction, either (x) the Company or the Successor
        Company would be permitted to Incur at least $1.00 of additional
        Indebtedness pursuant to the first paragraph under Section 1008 or (y)
        the Company's Leverage Ratio on a pro forma basis (as provided in the
        definition of Leverage Ratio) is equal to or less than the Company's
        Leverage Ratio immediately prior to such transaction; and




                                       65
<PAGE>   73

                (4)     the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that such
        consolidation, merger, conveyance, transfer, lease or disposition and,
        if a supplemental indenture is required in connection with such
        transaction, such supplemental indenture, complies with this Article
        Eight and that all conditions precedent herein provided for relating to
        such transaction have been complied with, and, with respect to such
        Officers' Certificate, setting forth the manner of determination of the
        compliance by the Company with Clause (3) of Section 801, or, if
        applicable, of the compliance by the Successor Company as required
        pursuant to the foregoing.

SECTION 802. SUCCESSOR SUBSTITUTED.

        Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the properties and assets of the
Company and its Restricted Subsidiaries, taken as a whole, in accordance with
Section 801, the Successor Company shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein and
thereafter; PROVIDED, that the predecessor Person, except in the case of a
lease, shall be relieved of all obligations and covenants under this Indenture
and the Securities.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

        Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

                (1)     to evidence the succession of another Person to the
        Company and the assumption by any such successor of the covenants of the
        Company herein and in the Securities; or

                (2)     to add to the covenants of the Company for the benefit
        of the Holders, or to surrender any right or power herein conferred upon
        the Company; or

                (3)     to secure the Securities pursuant to the requirements of
        Section 1012 or otherwise; or

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




                                       66
<PAGE>   74

               (5) to cure any ambiguity, to correct or supplement any provision
        herein which may be inconsistent with any other provision herein, or to
        make any other provisions with respect to matters or questions arising
        under this Indenture which shall not be inconsistent with the provisions
        of this Indenture, PROVIDED such action pursuant to this Clause (5)
        shall not adversely affect the interests of the Holders in any material
        respect;

                (6)     to provide for the issuance of Additional Securities
        pursuant to Section 301; or

                (7)     to provide for amendments required by Section 1020.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

        With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders under this Indenture; PROVIDED, HOWEVER, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                (1)     change the Stated Maturity of the principal of, or any
        installment of interest on, any Security, or reduce the principal amount
        thereof or the rate of interest thereon or any premium payable thereon,
        or change the place of payment where, or the coin or currency (or
        Additional Securities if permitted hereunder) in which, the principal
        of, or any premium or the interest on any Security is payable, or impair
        the right to institute suit for the enforcement of any such payment on
        or with respect to any Security (or, in the case of redemption, on or
        after the Redemption Date or, in the case of an Offer to Purchase which
        has been made, on or after the applicable Purchase Date), or

                (2)     subject to Section 1020, reduce the percentage in
        aggregate principal amount of the Outstanding Securities, the consent of
        whose Holders is required to amend this Indenture or for any such
        supplemental indenture, or the consent of whose Holders is required for
        any waiver (of compliance with certain provisions of this Indenture or
        certain defaults hereunder and their consequences) provided for in this
        Indenture, or

                (3)     modify any of the provisions of this Section 902,
        Section 513 or Section 1018, except to increase any percentage specified
        in any such provision or to provide that certain other provisions of
        this Indenture cannot be modified or waived without the consent of the
        Holder of each Outstanding Security affected thereby, or

                (4)     modify any of the provisions of this Indenture relating
        to the subordination of the Securities in a manner adverse to the
        Holders, or




                                       67
<PAGE>   75

                (5)     following the mailing of an Offer with respect to an
        Offer to Purchase pursuant to Sections 1014, 1015 or 1016, modify the
        provisions of this Indenture with respect to such Offer to Purchase in a
        manner adverse to such Holder.

        Notice shall be given to all Holders and the Trustee at least 10
Business Days prior to the adoption of any proposed amendment pursuant to this
Section 902. It shall not be necessary for any Act of Holders under this Section
902 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

        In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Nine or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized pursuant to, is permitted by, and that all conditions
precedent have been met under, this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

        Upon the execution of any supplemental indenture under this Article
Nine, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

        Every supplemental indenture executed pursuant to this Article Nine
shall conform to the requirements of the Trust Indenture Act.

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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




                                       68
<PAGE>   76

SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURE.

        Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 902, the Company shall transmit to
the Holders a notice setting forth the substance of such supplemental indenture.

                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

        The Company will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

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

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

SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

        Subject to the right of the Company to pay interest (including Special
Interest) in Additional Securities pursuant to Section 301, if the Company shall
at any time act as its own Paying Agent, it will, on or before each due date of
the principal of (and premium, if any) or interest on any of the Securities
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due (or Additional Securities if permitted hereunder) until such sums
(or Additional Securities) shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.




                                       69
<PAGE>   77

        Subject to the right of the Company to pay interest (including Special
Interest) in Additional Securities pursuant to Section 301, whenever the Company
shall have one or more Paying Agents, other than the Company, it will, prior to
each due date of the principal of (and premium, if any) or interest on any
Securities, deposit with such Paying Agent(s) a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due (or Additional
Securities if permitted hereunder), such sum or Additional Securities to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent(s) is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

        The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 1003,
that such Paying Agent will:

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

        (2)     give the Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal
(and premium, if any) or interest; and

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

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

        Any money (and Additional Securities) deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest on any Security and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in New York City, notice that such money (and
Additional Securities)




                                       70
<PAGE>   78

remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

SECTION 1004. EXISTENCE.

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

SECTION 1005. MAINTENANCE OF PROPERTIES.

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

SECTION 1006. PAYMENT OF TAXES AND OTHER CLAIMS.

        The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (l) all taxes, assessments and
governmental charges levied or imposed upon the Company or any of its Restricted
Subsidiaries or upon the income, profits or property of the Company or any of
its Restricted Subsidiaries, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any of its Restricted Subsidiaries; PROVIDED, HOWEVER, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

SECTION 1007. MAINTENANCE OF INSURANCE.

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




                                       71
<PAGE>   79

SECTION 1008. LIMITATION ON CONSOLIDATED INDEBTEDNESS.

        The Company shall not, and shall not permit its Restricted Subsidiaries
to, Incur any Indebtedness, except that the Company may Incur Indebtedness if:

        (y)     there exists no Event of Default or an event which with notice
or lapse of time or both would become an Event of Default immediately prior and
subsequent thereto, and

        (z)     either of the following conditions shall be met:

                (A)     if such Indebtedness is Incurred prior to December 31,
        2003, the Company's Capitalization Ratio, after giving pro forma effect
        to such Incurrence, is less than or equal to 75%, or

                (B)     after giving pro forma effect to such Incurrence, the
        Company's Leverage Ratio on a pro forma basis would have been less than:

<TABLE>
<CAPTION>
               FOR THE PERIOD                        RATIO
               --------------                        -----
<S>                                                  <C>
               Prior to January 1, 2004.........     9.0 to 1.0

               On or after January 1, 2004......     8.0 to 1.0
</TABLE>

        Notwithstanding the foregoing paragraph, if there exists no Event of
Default or an event which with notice or lapse of time or both would become an
Event of Default immediately prior and subsequent thereto, the Company and/or
any Restricted Subsidiary of the Company, as the case may be, may Incur the
following Indebtedness without regard to the foregoing limitations:

                (i)     Indebtedness evidenced by the Securities issued under
        this Indenture;

                (ii)    Indebtedness Incurred by the Company or any Restricted
        Subsidiary under one or more Credit Facilities in an aggregate principal
        amount not to exceed $1.5 billion at any time outstanding under all
        Credit Facilities, reduced by permanent reductions resulting from
        repayment thereof due to the application of Net Cash Proceeds as set
        forth in Section 1014;

                (iii)   Indebtedness Incurred by any Restricted Subsidiary under
        any Credit Facility, PROVIDED that such Indebtedness could have been
        Incurred by the Company under the first paragraph of this Section 1008;

                (iv)    Indebtedness of the Company or any Restricted Subsidiary
        of the Company owing to the Company or any Restricted Subsidiary of the
        Company ("Intercompany Indebtedness"); PROVIDED that (A) in the case of
        any such Indebtedness of the Company, such obligations shall be
        unsecured and subordinated in all respects to the Holders' rights
        pursuant to the Securities and (B) if any event occurs that causes a
        Restricted Subsidiary to no longer be a Restricted Subsidiary, then this
        Clause (iv) shall no longer be applicable to all Indebtedness owed by
        the Company or any of its




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<PAGE>   80

        other Restricted Subsidiaries to such former Restricted Subsidiary and
        such event shall be deemed to be an Incurrence of such Indebtedness;

                (v)     Refinancing Indebtedness in respect of Indebtedness
        Incurred pursuant to the first paragraph of this Section 1008, or
        pursuant to this paragraph of Section 1008 (other than Clause (ii),
        (iii) or (iv) thereof);

                (vi)    Indebtedness Incurred by the Company or any Restricted
        Subsidiary of the Company under Interest Hedge Agreements to hedge
        interest on permitted Indebtedness, PROVIDED, that the notional
        principal amount of any such Interest Hedge Agreements does not exceed
        the principal amount of Indebtedness to which such Interest Hedge
        Agreements relate;

                (vii)   Capital Lease Obligations of the Company or any
        Restricted Subsidiary of the Company, in each case incurred for the
        purpose of financing all or any part of the purchase price or cost of
        construction or improvement of property, plant or equipment used in the
        business of the Company or such Restricted Subsidiary, which do not
        exceed $25 million in the aggregate for the Company and all such
        Restricted Subsidiaries at any time outstanding;

                (viii)  any Guarantee by any Restricted Subsidiary of any
        Indebtedness Incurred under any Credit Facility in compliance with this
        Section 1008;

                (ix)    Indebtedness (including Acquired Indebtedness) incurred
        by the Company or any of its Restricted Subsidiaries after the Debenture
        Issue Date to finance the construction, acquisition or improvement
        (including the cost of design, development, installation or integration)
        of telecommunications assets, including equipment, inventory, network
        assets, Licenses or rights to use Licenses;

                (x)     in addition to Indebtedness permitted pursuant to clause
        (ix) of this paragraph, Acquired Indebtedness incurred by the Company or
        a Restricted Subsidiary of the Company in connection with the
        acquisition of assets used in a Telecommunications Business or the
        Capital Stock of an entity engaged in the Telecommunications Business,
        PROVIDED that, on a pro forma basis after giving effect to the
        Incurrence of such Indebtedness, the Company shall be able to Incur
        $1.00 of additional Indebtedness pursuant to the provisions described
        under the first paragraph of this Section 1008;

                (xi)    Indebtedness of the Company evidenced by senior notes or
        senior discount notes with aggregate gross proceeds to the Company not
        in excess of $300 million issued prior to January 1, 2000 (plus
        additional senior notes issued in lieu of cash interest on such senior
        notes or accretion on such senior discount notes, as the case may be);

                (xii)   Indebtedness of the Company or any of its Restricted
        Subsidiaries under (or constituting reimbursement obligations with
        respect to) letters of credit, performance or surety bonds or similar
        instruments issued in connection with the ordinary course of a
        Telecommunications Business, including letters of credit in respect of
        workers'




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<PAGE>   81

        compensation claims or self-insurance, PROVIDED, HOWEVER that upon the
        drawing of any such letter of credit or other instrument, such
        obligations are reimbursed within 90 days following such drawing;

                (xiii)  Indebtedness arising from agreements providing for
        indemnification, adjustment of purchase price or similar obligations, or
        from guarantees or letters of credit, surety bonds or performance bonds
        securing any obligations of the Company or any of its Restricted
        Subsidiaries pursuant to such agreements, in any case Incurred in
        connection with the disposition of any business, assets or Restricted
        Subsidiary of the Company (other than guaranties of Indebtedness
        Incurred by any Person acquiring all or any portion of such business,
        assets or Restricted Subsidiary of the Company for the purpose of
        financing such acquisition), in an amount not to exceed the gross
        proceeds actually received by the Company or any Restricted Subsidiary
        in connection with such disposition; and

                (xiv)   Indebtedness of the Company or any Restricted Subsidiary
        of the Company, other than Indebtedness permitted pursuant to Clauses
        (i) through (xiii) above, which does not exceed $50 million at any time
        outstanding or committed.

SECTION 1009. LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.

        The Company shall not permit any Restricted Subsidiary of the Company to
create or issue any Preferred Stock except:

                (i)     Preferred Stock outstanding on the date of this
        Indenture;

                (ii)    Preferred Stock issued to and held by the Company or any
        Wholly Owned Restricted Subsidiary of the Company;

                (iii)   Preferred Stock issued by a Person prior to the time
        such Person became a direct or indirect Restricted Subsidiary of the
        Company;

                (iv)    Preferred Stock issued by a Restricted Subsidiary the
        proceeds of which are used to refinance outstanding Preferred Stock of a
        Restricted Subsidiary, PROVIDED that (a) the liquidation value of the
        refinancing Preferred Stock does not exceed the liquidation value so
        refinanced plus financing fees and other expenses associated with such
        refinancing and (b) such refinancing Preferred Stock has no mandatory
        redemptions prior to (and in no greater amounts than) the Preferred
        Stock being refinanced; and

                (v)     Preferred Stock issued by a Restricted Subsidiary with a
        cumulative liquidation preference in an amount which could have been
        Incurred at the time of such issuance as Indebtedness under the first
        paragraph of Section 1008 of this Indenture; PROVIDED that the aggregate
        amount of Indebtedness evidenced by all such Preferred Stock at any time
        outstanding shall not exceed $250 million (plus additional Preferred
        Stock issued in lieu of cash dividends on such Preferred Stock if the
        issuance of such




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<PAGE>   82

        additional Preferred Stock is, at the time of its issuance, permitted
        under the first paragraph of Section 1008 of this Indenture).

SECTION 1010. LIMITATION ON RESTRICTED PAYMENTS.

        The Company shall not, and shall not permit any Restricted Subsidiary of
the Company to, make any Restricted Payments, unless after giving effect
thereto:

                (1)     no Event of Default or event that with notice or lapse
        of time or both would become an Event of Default shall have occurred and
        is continuing;

                (2)     the Company would be permitted to Incur an additional
        $1.00 of Indebtedness pursuant to the first paragraph of Section 1008;
        and

                (3)     the aggregate of all Restricted Payments made on or
        after the Debenture Issue Date does not exceed the sum of

                        (A)     Cumulative Operating Cash Flow less 1.5 times
                Cumulative Interest Expense;

                        (B)     100% of the aggregate Qualified Capital Stock
                Proceeds of the Company after the Debenture Issue Date;

                        (C)     an amount equal to the sum of (i) the net
                reduction in Investments (other than reductions in Permitted
                Investments and other than reductions in Investments made under
                Clause (iv) of the following paragraph that did not constitute
                Restricted Payments for purposes of the calculation set forth in
                this first paragraph of Section 1010) in any Person resulting
                from payments of interest on Indebtedness, dividends, repayments
                of loans or advances, or other transfers of assets, in each case
                to the Company or any Restricted Subsidiary or from the Net Cash
                Proceeds from the sale of any such Investment (except, in each
                case, to the extent any such proceeds or other amounts are
                included in the calculation of Consolidated Net Income) and (ii)
                the portion (proportionate to the Company's equity interest in
                such Subsidiary) of the Fair Market Value of the net assets of
                an Unrestricted Subsidiary at the time such Unrestricted
                Subsidiary is designated a Restricted Subsidiary; PROVIDED,
                HOWEVER, that the foregoing sum shall not exceed, in the case of
                any Person (including any Unrestricted Subsidiary), the amount
                of Investments previously made (and treated as a Restricted
                Payment) by the Company or any Restricted Subsidiary in such
                Person; and

                        (D)     $25 million.

        The foregoing provisions of the first paragraph of this Section 1010
shall not be violated, so long as no Event of Default or event which with notice
or lapse of time or both would become an Event of Default has occurred and is
continuing, by reason of:




                                       75
<PAGE>   83

                (i)     the payment of any dividend within 60 days after
declaration thereof if at the declaration date such payment would have complied
with the foregoing provisions of the first paragraph of this Section 1010;

                (ii)    any Refinancing of any Indebtedness otherwise permitted
under Clause (v) of Section 1008;

                (iii)   the redemption, defeasance, repurchase or other
acquisition or retirement of any Capital Stock of the Company, any Capital Stock
of any Restricted Subsidiary or any Indebtedness prior to its scheduled maturity
either in exchange for or out of the net cash proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Company or an employee stock
ownership plan or to a trust established by the Company or any of its
Subsidiaries for the benefit of any of their employees) of Qualified Capital
Stock of the Company (or in the case of Subordinated Indebtedness, the net cash
proceeds of the substantially concurrent Incurrence of Subordinated Indebtedness
permitted under Clause (v) of Section 1008);

                (iv)    Permitted Joint Venture Investments;

                (v)     Investments after the Debenture Issue Date (including
acquisitions of any Telecommunications Business and including Investments in
Unrestricted Subsidiaries) out of Qualified Capital Stock Proceeds from the
substantially concurrent sale (other than to a Subsidiary of the Company or an
employee stock ownership plan or to a trust established by the Company or any of
its Subsidiaries for the benefit of any of their employees) of Qualified Capital
Stock of the Company, plus an aggregate amount not to exceed $200 million, for
all such Investments made after the Debenture Issue Date in reliance upon this
Clause (v);

                (vi)    the redemption, defeasance, repurchase or other
acquisition or retirement of any Capital Stock of the Company held by any member
of management or employee of the Company or any Subsidiary pursuant to any
management equity subscription agreement or stock option agreement or similar
agreement, or otherwise upon their death, disability, retirement or termination
of employment or departure from the Board of Directors of the Company or any
Subsidiary; PROVIDED that the aggregate price paid for all such redeemed,
defeased, repurchased or otherwise acquired or retired Capital Stock does not
exceed $2,000,000 in any fiscal year of the Company;

                (vii)   the redemption, defeasance, repurchase or other
acquisition or retirement of any Capital Stock of the Company or any Restricted
Subsidiary, to the extent necessary in the good faith judgment of the Board of
Directors of the Company to prevent the loss or secure the renewal or
reinstatement of any material license or franchise held by the Company or any
Restricted Subsidiary from any governmental agency;

                (viii)  the repurchase of Subordinated Indebtedness at a
purchase price not greater than 101% of the principal amount thereof (plus
accrued and unpaid interest) pursuant to a mandatory offer to repurchase made
after a Change of Control, PROVIDED that the Company first makes an Offer to
Repurchase the Securities (and repurchases all tendered Securities) under this
Indenture pursuant to Section 1016; and




                                       76
<PAGE>   84

                (ix)    Restricted Payments after the Debenture Issue Date, in
addition to Restricted Payments permitted pursuant to Clauses (i) through (viii)
of this paragraph, in the aggregate after the Debenture Issue Date not in excess
of $50 million.

None of the payments or Investments described in Clauses (ii), (vi) and (viii)
of the second paragraph of this Section 1010, as well as none of the first $100
million, in the aggregate, of the Investments made under Clause (iv) of this
paragraph, shall constitute Restricted Payments for purposes of the calculation
under the first paragraph of this Section 1010. Conversely, all of the payments
or Investments described in Clauses (i), (iii), (v), (vii) and (ix) of the
second paragraph of this Section 1010, as well as all of the Investments
described in Clause (iv) of this paragraph that are in excess of the first $100
million, in the aggregate, of the payments made under such Clause (iv), shall
constitute Restricted Payments for purposes of the calculation under the first
paragraph of this Section 1010.

SECTION 1011. LIMITATIONS CONCERNING DISTRIBUTIONS AND TRANSFERS BY RESTRICTED
              SUBSIDIARIES.

        The Company shall not, and shall not permit any Restricted Subsidiary of
the Company to, create or otherwise cause or suffer to exist any consensual
restriction or prohibition on the ability of any Restricted Subsidiary of the
Company (i) to pay, directly or indirectly, dividends or make any other
distributions in respect of its Capital Stock or any other ownership interest or
participation in, or measured by, its profits, to the Company or any Restricted
Subsidiary of the Company or pay any Indebtedness or other obligation owed to
the Company or any Restricted Subsidiary of the Company; (ii) to make loans or
advances to the Company or any Restricted Subsidiary of the Company; or (iii) to
transfer any of its property or assets to the Company or any Restricted
Subsidiary of the Company, except, in any such case, any restriction or
prohibition:

        (a)     pursuant to any agreement in effect on the Debenture Issue Date,
or

        (b)     pursuant to an agreement entered into after the Debenture Issue
Date relating to any Indebtedness the Incurrence of which is permitted under
this Indenture, PROVIDED, HOWEVER, that the provisions contained in such
agreement relating to such encumbrance or restriction are, taken as a whole, no
more restrictive in any material respect than those contained in the Credit
Facility as in effect on the Debenture Issue Date or are no more restrictive in
any material respect than those contained in this Indenture, or

        (c)     pursuant to an agreement relating to any Indebtedness of such
Restricted Subsidiary which was outstanding or committed prior to the date on
which such Restricted Subsidiary was acquired by the Company other than in
anticipation of becoming a Restricted Subsidiary, or

        (d)     pursuant to an agreement effecting a renewal, extension,
refinancing or refunding of any agreement described in Clauses (a) through (c)
above; PROVIDED, HOWEVER, that the provisions contained in such renewal,
extension, refinancing or refunding agreement relating to




                                       77
<PAGE>   85

such encumbrance or restriction are no more restrictive in any material respect
than the provisions contained in the agreement the subject thereof, or

        (e)     existing under or by reason of applicable law, or

        (f)     customary provisions restricting subletting or assignment of
property subject to any lease governing any leasehold interest of any Restricted
Subsidiary, or

        (g)     purchase money obligations for property acquired in the ordinary
course of business that impose restrictions of the type referred to in Clause
(iii) of this Section 1011 on such acquired property, or

        (h)     restrictions of the type referred to in Clause (iii) of this
Section 1011 contained in security agreements securing Indebtedness of a
Restricted Subsidiary to the extent that such Liens were otherwise Incurred in
accordance with Section 1012 and restrict the transfer of the collateral subject
to such agreements without restricting the transfer of other property, or

        (i)     customary provisions in joint venture agreements and other
similar agreements entered into in the ordinary course of business.

SECTION 1012. LIMITATIONS ON LIENS.

        The Company shall not, and shall not permit any Restricted Subsidiary of
the Company to, Incur or suffer to exist any Lien on or with respect to any
property or assets now owned or hereafter acquired to secure any Indebtedness
that ranks in right of payment Pari Passu with or subordinate to the Securities
without making, or causing such Restricted Subsidiary to make, effective
provision for securing the Securities (i) equally and ratably with such
Indebtedness as to such property for so long as such Indebtedness will be so
secured or (ii) in the event such Indebtedness is Indebtedness of the Company or
a Restricted Subsidiary which is subordinate in right of payment to the
Securities prior to such Indebtedness as to such property for so long as such
Indebtedness will be so secured. The foregoing restrictions shall not apply to:

        (a)     Liens existing on the Debenture Issue Date in respect of any
Indebtedness that exists on the Debenture Issue Date;

        (b)     Liens to secure Indebtedness (including without limitation
obligations in respect of any letters of credit) outstanding under any Credit
Facility;

        (c)     Liens in favor of the Company or Liens in favor of a Wholly
Owned Restricted Subsidiary of the Company on the assets or Capital Stock of
another Wholly Owned Restricted Subsidiary of the Company;

        (d)     Liens to secure Indebtedness outstanding or committed for the
purpose of financing all or any part of the purchase price or the cost of
construction or improvement of the equipment or other property subject to such
Liens; PROVIDED, HOWEVER, that (I) the principal amount of any Indebtedness
secured by such a Lien does not exceed 100% of such




                                       78
<PAGE>   86

purchase price or cost, (II) such Lien does not extend to or cover any property
other than such item of property or any improvements on such item and (III) the
Incurrence of such Indebtedness is permitted by Clause (ix) or (x) of the second
paragraph of Section 1008;

        (e)     Liens on property existing immediately prior to the time of
acquisition thereof (and not Incurred in anticipation of such acquisition or the
financing thereof);

        (f)     Liens to secure Indebtedness to Refinance (or successive
Refinancings), in whole or in part, Indebtedness secured by any Lien referred to
in the foregoing Clauses (a), (c) and (d) so long as such Lien does not extend
to any other property and the principal amount of the Indebtedness so secured is
not increased except as otherwise permitted under Clause (v) of the second
paragraph of Section 1008; or

        (g)     Liens on any Capital Stock of any Unrestricted Subsidiary
securing Indebtedness of such Subsidiary that is Non-Recourse Debt;

        (h)     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 (other than obligations for the
payment of money);

        (i)     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 shall be required in
conformity with GAAP shall have been made therefor;

        (j)     carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business in respect of obligations that are not yet due, are bonded or are being
contested in good faith and by appropriate proceedings if adequate reserves with
respect thereto are maintained on the books of the Company or such Restricted
Subsidiary, as the case may be, in accordance with GAAP; and

        (k)     Liens securing Interest Hedge Agreements entered into in the
ordinary course of business on any property also securing the permitted
Indebtedness to which such Interest Hedge Agreements relate.

SECTION 1013. LIMITATION ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS.

        The Company shall not, and shall not permit any Restricted Subsidiary of
the Company to, enter into any transaction (including, without limitation, any
purchase, sale, lease or exchange of property or the rendering of any service)
involving aggregate consideration in excess of $1 million with or to any
Affiliate or Related Person of the Company, unless (a) such transaction is on
terms no less favorable to the Company or such Restricted Subsidiary than those
which might be obtained in arms' length transactions with a third party at the
time, (b) if such transaction involves aggregate consideration in excess of $5
million, a majority of the disinterested members of the Board of Directors of
the Company determines (which determination will be evidenced by




                                       79
<PAGE>   87

a Board Resolution delivered to the Trustee) that (i) such transaction is in the
best interests of the Company or such Restricted Subsidiary and (ii) such
transaction is on terms that are no less favorable to the Company or such
Restricted Subsidiary than those which might be obtained in arm's-length
transactions with a third party at the time and (c) if such transaction involves
aggregate consideration in excess of $10 million (in addition to the provisions
of the foregoing Clause (b)) the Company receives a written opinion from an
investment banking firm of national reputation delivered to the Trustee to the
effect that such transaction is fair to the Company or such Restricted
Subsidiary from a financial point of view; PROVIDED, that that this Section 1013
shall not apply to:

        (u)     customary directors' fees and indemnification arrangements in
the ordinary course of business,

        (v)     customary payment of compensation to employees, officers or
consultants in the ordinary course of business,

        (w)     loans or advances to officers or employees of the Company or any
Subsidiary of the Company to pay business related travel expenses or reasonable
relocation costs of such officers or employees in connection with their
employment by the Company or any Subsidiary of the Company,

        (x)     transactions between or among the Company and/or its Restricted
Subsidiaries (other than a Restricted Subsidiary in which an Affiliate or
Related Person of the Company, other than a Wholly Owned Subsidiary, owns any
Capital Stock or any option, warrant or other right to purchase Capital Stock),

        (y)     Restricted Payments that are permitted under either paragraph of
Section 1010, and

        (z)     payments and other transactions contemplated by any agreement as
in effect on the Debenture Issue Date and disclosed in the Company's Form 10/A
filed with the Commission on April 13, 1999 (or not required to be disclosed
therein pursuant to the rules and forms of the Commission) or any agreement in
effect at the time that an entity becomes a Restricted Subsidiary or is merged
into the Company (and was not entered into in anticipation of such acquisition),
or any amendment thereto or replacement of such agreement (so long as any such
amendment or replacement is not disadvantageous to the Holders in any material
respect).

SECTION 1014. LIMITATION ON ASSET SALES AND SALES OF SUBSIDIARY STOCK.

        The Company shall not, and shall not permit any Restricted Subsidiary of
the Company to, in one transaction or a series of related transactions, convey,
sell, transfer, assign or otherwise dispose of, directly or indirectly, any of
its property, business or assets, including any sale or other transfer or
issuance of any Capital Stock of any Restricted Subsidiary of the Company,
whether owned on the date of this Indenture or thereafter acquired that results
in aggregate net proceeds that have a Fair Market Value over $15 million (an
"Asset Sale") unless:




                                       80
<PAGE>   88

        (a)     such Asset Sale is for Fair Market Value,

        (b)     at least 80% of the value of the consideration for such Asset
Sale consists of (i) cash, (ii) the assumption by the transferee (and release of
the Company or such Restricted Subsidiary, as the case may be) of Indebtedness
of the Company that ranks Pari Passu with the Securities or Indebtedness of such
Restricted Subsidiary, (iii) assets used in or equity interests of
Telecommunications Businesses or (iv) notes, obligations or other marketable
securities (collectively "Marketable Securities") that are immediately converted
into cash, PROVIDED, that neither the Company nor any of its Restricted
Subsidiaries shall be permitted to receive any assets of the types described in
Clause (iii) or (iv) above in any such Asset Sale unless an Investment in such
assets is a Permitted Investment or is permitted under the terms of Section
1010, and

        (c)     the Net Cash Proceeds therefrom are applied on or prior to the
date that is 365 days after the date of such Asset Sale (i) to the repayment of
any Indebtedness of such Restricted Subsidiary or (ii) to the repurchase on a
pro rata basis (based on the respective outstanding principal amounts) of (A)
the Securities pursuant to an Offer to Purchase (an "Asset Sale Offer")
described below and (B) other Indebtedness that is Pari Passu with the
Securities if such purchase is required pursuant to the terms of such Pari Passu
Indebtedness or (iii) to the purchase of assets used in or equity interests of
Telecommunications Businesses or to the purchase of such assets or equity
interests pursuant to a binding agreement to purchase such assets or equity
interests that is entered into with a Person who is neither the Company nor an
Affiliate of the Company within said 365 days and such transaction is
consummated and the Net Cash Proceeds therefrom are so applied within 18 months
after the date of such Asset Sale.

        Notwithstanding the foregoing paragraph:

                (i)     any Restricted Subsidiary of the Company may convey,
        sell, lease, transfer or otherwise dispose of any or all of its assets
        (upon voluntary liquidation or otherwise) to the Company or a Wholly
        Owned Restricted Subsidiary of the Company; and

                (ii)    any merger or consolidation of the Company, or any
        direct or indirect transfer, conveyance, sale, lease or other
        disposition of all or substantially all of the properties and assets of
        the Company (determined on a consolidated basis, including its
        Subsidiaries) in one or more related transactions to any Person shall be
        governed by Article Eight and this Section 1014 shall not apply.

        The Company may defer an Asset Sale Offer until the accumulated Net Cash
Proceeds not applied to the uses set forth in Subsections (c)(i) or (c)(iii) in
the first paragraph of this Section 1014 exceeds $5 million. An Asset Sale Offer
shall remain open for a period of 20 Business Days following its commencement
and no longer, except to the extent that a longer period is required by
applicable law (the "Asset Sale Offer Period"). No later than five Business Days
after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase
Date"), the Company will purchase the principal amount of Securities required to
be purchased pursuant to this Section 1014 (the "Asset Sale Offer Amount") at a
purchase price equal to 100% of the




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<PAGE>   89

principal amount of the Securities plus accrued and unpaid interest to but
excluding the date of the purchase or, if less than the Asset Sale Offer Amount
has been tendered, all Securities tendered in response to the Asset Sale Offer.
Payment for any Securities so purchased will be made in the same manner as
interest payments are made.

        If the Asset Sale Purchase Date is on or after a Regular Record Date and
on or before the related Interest Payment Date, any accrued and unpaid interest
will be paid to the Person in whose name a Security is registered at the close
of business on such Regular Record Date, and no additional interest will be
payable to Holders who tender Securities pursuant to the Asset Sale Offer.

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

SECTION 1015. SALE AND LEASEBACK TRANSACTIONS.

        The Company shall not, and shall not permit any Restricted Subsidiary of
the Company to, enter into any Sale and Leaseback Transaction unless (i) no
Event of Default or event that, with the lapse of time or the giving of notice,
or both, would be an Event of Default then exists, (ii) the Company or such
Restricted Subsidiary would be entitled under Sections 1008 and 1012, without
being required to secure the Securities equally and ratably, to incur a Lien on
the property or asset being sold or transferred under Section 1012 to Incur and
secure Indebtedness in an amount equal to the present value of the minimum
rental payments called for during the term of the lease constituting part of
such transaction, determined in accordance with generally accepted accounting
principles, discounted at a rate that, at the inception of the lease, the lessee
would have incurred to borrow over a similar term the funds necessary to
purchase the leased assets and (iii) the Net Cash Proceeds generated by such
transaction are applied to the uses set forth in Subsection (c) of Section 1014
within the time period set forth in Section 1014.




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<PAGE>   90

SECTION 1016. CHANGE OF CONTROL.

        (a)     Upon the occurrence of a Change in Control, each Holder of a
Security shall have the right to have such Security repurchased by the Company
on the terms and conditions set forth in this Section 1016 and this Indenture.
The Company shall, within 30 days following the date of the consummation of a
transaction resulting in a Change of Control, mail to each Holder of Securities
an Offer to Purchase all Outstanding Securities at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest,
if any, to but excluding the Purchase Date (a "Change of Control Offer"). A
Change of Control Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Change of Control Offer Period"). No
later than five Business Days after the termination of the Change of Control
Offer Period (the "Change of Control Purchase Date"), the Company shall purchase
all Securities tendered in response to the Change of Control Offer. Payment for
any Securities so purchased shall be made in the same manner as interest
payments are made.

        If the Change of Control Purchase Date is on or after a Regular Record
Date and on or before the related Interest Payment Date, any accrued and unpaid
interest will be paid to the Person in whose name a Security is registered at
the close of business on such Regular Record Date, and no additional interest
will be payable to Holders who tender Securities pursuant to the Change of
Control Offer.

        On or before the Change of Control Purchase Date, the Company will, to
the extent lawful, accept for payment all Securities or portions thereof
tendered, and will deliver to the Trustee an Officers' Certificate stating that
such Securities or portions thereof were accepted for payment by the Company in
accordance with the terms of this covenant. The Company, the Depositary or the
Paying Agent, as the case may be, will promptly (but in any case not later than
five days after the Change of Control Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Securities
tendered by such Holder and accepted by the Company for purchase, and the
Company will promptly issue a new Security, and the Trustee, upon written
request from the Company will authenticate and mail or deliver such new Security
to such Holder, in a principal amount equal to any unpurchased portion of the
Security surrendered. Any Security not so accepted will be promptly mailed or
delivered by the Company to the Holder thereof. The Company will publicly
announce the results of the Change of Control Offer on the Change of Control
Purchase Date.

        (b)     As used in this Section 1016:

        "Beneficial Owner" has the meaning set forth in Rules 13d-3 and 13d-5
under the Exchange Act (as such rules are in effect on the Debenture Issue Date
whether or not applicable), except that a Person shall be deemed to have
"beneficial ownership" of all shares that any such Person has the right to
acquire, whether such right is exerciseable immediately or only after the
passage of time. "Beneficial Ownership" and "Beneficially Own" shall have
correlative meanings.




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<PAGE>   91

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

                (i)     the sale, transfer, conveyance or other disposition
        (other than by way of merger or consolidation), in one or a series of
        related transactions, directly or indirectly, of all or substantially
        all of the assets of the Company and its Subsidiaries taken as an
        entirety to any "person" or "group" (as such terms are used for purposes
        of Sections 13(d) and 14(d) of the Exchange Act as in effect on the
        Debenture Issue Date, whether or not applicable) other than a Wholly
        Owned Restricted Subsidiary of the Company;

                (ii)    the Company consolidates or merges with or into any
        other Person, other than a consolidation or merger (a) of the Company
        with or into a Wholly Owned Restricted Subsidiary of the Company or (b)
        pursuant to which the outstanding Voting Stock of the Company is changed
        into or exchanged for cash, securities or other property with the effect
        that the Beneficial Owners of the outstanding Voting Stock of the
        Company, immediately prior to such transaction, Beneficially Own,
        directly or indirectly, more than 50% of the Voting Stock (measured by
        voting power rather than number of shares) of the surviving corporation
        immediately following such transaction;

                (iii)   the liquidation or dissolution of the Company or
        approval by the Board of Directors of the Company of any such event;

                (iv)    any "person" or "group" (as such terms are used in
        Sections 13(d) and 14(d) of the Exchange Act as in effect on the
        Debenture Issue Date, whether or not applicable), other than a Permitted
        Holder, is or becomes the Beneficial Owner, directly or indirectly, of
        more than 50% of the Voting Stock (measured by voting power rather than
        number of shares) of the Company, whether as a result of the issuance of
        securities of the Company, any merger, consolidation, liquidation or
        dissolution of the Company, any direct or indirect transfer of
        securities by any Permitted Holder or otherwise; or

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

An issuance of Voting Stock by the Company will not, of itself, constitute a
Change of Control unless the conditions specified in Clause (iv) of this
definition shall be satisfied whether by reason of such issuance or otherwise.

        "Permitted Holder" means any Person that is a party to the Voting
Agreement on the Debenture Issue Date.




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<PAGE>   92

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

        (c)     The Company will comply with any tender offer rules under the
Exchange Act which may then be applicable, including Rule 14e-l thereunder, in
connection with any Offer to Purchase (whether pursuant to Section 1014 or
Section 1015 or this Section 1016).

SECTION 1017. STATEMENT BY OFFICERS AS TO DEFAULT; COMPLIANCE CERTIFICATES.

        (a)     The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company ending after the date hereof an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company has performed its obligations under this Indenture
and whether or not the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

        (b)     The Company shall deliver to the Trustee, as soon as possible
and in any event within 10 days after the Company becomes aware or should
reasonably become aware of the occurrence of an Event of Default or an event
which, with notice or the lapse of time or both, would constitute an Event of
Default, an Officers' Certificate setting forth the details of such Event of
Default or default, the period of existence thereof and the action that the
Company proposes to take with respect thereto.

        (c)     The Company shall deliver to the Trustee within 90 days after
the end of each fiscal year a written statement by the Company's independent
public accountants stating (A) that their audit examination has included a
review of the terms of this Indenture and the Securities as they relate to
accounting matters, and (B) whether, in connection with their audit examination,
any event which, with notice or the lapse of time or both, would constitute an
Event of Default has come to their attention and, if such default has come to
their attention, specifying the nature and period of the existence thereof.

SECTION 1018. WAIVER OF CERTAIN COVENANTS.

        The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 801, 1014, 1015 and 1016, if before
the time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect; PROVIDED, HOWEVER, subject to Section 1020, with respect to an
Offer to Purchase as to which an Offer has been mailed, no such waiver may be
made or shall be effective against any Holders tendering




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<PAGE>   93

Securities pursuant to such Offer, and the Company may not omit to comply with
the terms of such Offer as to such Holder.

SECTION 1019. PROVISION OF FINANCIAL INFORMATION.

        The Company shall file with the Commission, and provide to the Trustee
and the Holders, annual reports and such other information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to the Trust
Indenture Act; PROVIDED that whether or not the Company is subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
shall deliver to the Trustee and to each Holder, within 15 days after it is or
would have been required to file with the Commission if the Company were subject
to the requirements of Section 13 or 15(d) of the Exchange Act:

        (1)     all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and 10-K
if the Company were required to file such Forms and, with respect to the annual
information only, a report thereon by the Company's certified independent
accountants; and

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

        The information under clause (1) will include:

                (a)     a "Management's Discussion and Analysis of Financial
Condition and Results of Operations" ("MD&A") that describes the financial
condition and results of operations of the Company and its consolidated
Subsidiaries; and

                (b)     an MD&A and other information in reasonable detail
regarding 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, which other
information may be furnished either on the face of the financial statements or
in the footnotes thereto.

        In addition, whether or not required by the Commission, the Company will
file a copy of all such information and reports with the Commission for public
availability (unless the Commission will not accept such a filing) within the
time periods specified in the Commission's rules and regulations and make such
information available to securities analysts and prospective investors upon
request. In addition, the Company, for so long as any Securities remain
outstanding, 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.

        If the Company at any time is not subject to the reporting requirements
of Section 13 or Section 15(d) of the Exchange Act (or any successor provisions)
at any time while any Security constitutes a "restricted security" within the
meaning of Rule 144, it will take all actions




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<PAGE>   94

necessary to permit resales of the Securities (or any successor securities) to
be made pursuant to Rule 144A, including furnishing to any holder of such a
security (or a beneficial interest therein), or to any prospective purchaser
designated by such holder, or to securities analysts designated by such holder,
upon the request of such holder, such financial and other information as may be
required to be delivered under paragraph (d) (4) of Rule 144A to permit such
resales and such information that would be required if the Company were subject
to the informational requirements of Sections 13 or 15(d) of the Exchange Act.

SECTION 1020. OPTION TO CONFORM TO HIGH YIELD NOTES.

        (a)     If, within the period expiring 120 days from the Debenture Issue
Date (such period, the "Mandatory Covenant Package Period"), the Company
effectuates a Debt Offering, the Company shall furnish to the Trustee and the
Holders of the Outstanding Securities a copy of the indenture or financing
agreement setting forth the terms of the Debt Offering as promptly as
practicable after the closing of the Debt Offering. If the Company delivers to
the Trustee and the Initial Purchaser an opinion of an investment banking firm
of recognized national standing (which investment banking firm shall be
acceptable to the Initial Purchaser, such acceptance not to be unreasonably
withheld, delayed or conditioned) to the effect that, taken as a whole, (i) the
covenants (corresponding to the Affected Covenants) of the Debt Securities (the
"Other Covenants") and (ii) the events of default (corresponding to the Affected
Events of Default) of the Debt Securities (the "Other Events of Default") are
not less favorable to the holders of such Debt Securities than the Affected
Covenants and the Affected Events of Default, then:

        (i)     the Other Covenants and the Other Events of Default shall
        replace, without any further action or approval by the Company, the
        Trustee or the Holders of the Securities (except for execution of a
        supplemental indenture by the Company and the Trustee under clause (ii)
        below), the Affected Covenants and the Affected Events of Default,
        mutatis mutandis;

        (ii)    as promptly as practicable after the closing of any such
        transaction, the Company and the Trustee shall execute a supplemental
        indenture setting forth the Other Covenants and the Other Events of
        Default (and the related definitions of defined terms utilized in such
        Other Covenants and such Other Events of Default) as a restatement of
        the Affected Covenants and the Affected Events of Default in this
        Indenture and the form of Security, together with any other covenants of
        a nature that would typically be included in indenture articles
        pertaining to mergers or covenants included in the indenture or other
        instrument governing the Debt Securities not corresponding to covenants
        included in this Indenture and the form of Security (and, if the Debt
        Securities are secured by collateral or guarantees, comparable
        provisions which shall apply equally and ratably), including in each
        case such conforming adjustments as may be deemed necessary or
        appropriate with reference to the other provisions of this Indenture and
        form of Security;

        (iii)   until the Termination Date, (A) there shall not exist an Event
        of Default hereunder based on an Applicable Default Provision, unless,
        until and for so long




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<PAGE>   95

        as there exists an event of default pursuant to the indenture or other
        instrument governing such Debt Securities, and (B) neither the Trustee
        nor the Holders of the Securities shall have any rights to declare the
        principal of the Securities to be due or exercise any other remedy
        hereunder based on an Event of Default under an Applicable Default
        Provision unless and until the requisite holders of the Debt Securities
        have so declared the principal thereof to be due or have determined to
        exercise remedies thereunder following an event of default under the
        indenture or other instrument governing such Debt Securities, in which
        case effective at such time the Holders of the Securities shall have the
        right to declare the principal hereof to be due and to exercise the
        remedies hereunder in respect of such Event of Default, PROVIDED, that
        this clause (iii) shall not prevent the existence of an Event of Default
        (or the exercise of remedies based upon such Event of Default) that
        arises under the provisions of the Indenture other than the Applicable
        Default Provisions;

        (iv)    until the Termination Date, if and to the extent that the
        holders of the Debt Securities have waived, or subsequently do waive,
        any event of default (or an event or condition that upon the passage of
        time or giving of notice, or both, would constitute an event of default)
        pursuant to the indenture or other instrument governing such Debt
        Securities, then the Holders of the Securities shall be deemed to have
        likewise waived the corresponding Event of Default (or event or
        condition) hereunder, PROVIDED that this clause (iv) shall not result in
        the waiver of any Event of Default (or other event or condition) that
        arises under provisions of the Indenture other than the Applicable
        Default Provisions;

        (v)     if any holders of the Debt Securities receive any consent,
        waiver or other fee, any increase in interest, any advanced prepayment
        or redemption, any additional offer to repurchase or any advance of
        payment dates in connection with any forbearance under clause (iii)
        above, any waiver under clause (iv) above or any deletion of covenants
        under clause (vi) below, then the Holders of the Securities shall not be
        restricted under clause (iii), the Holders of the Securities shall not
        be deemed to have waived the corresponding Event of Default (or event or
        condition) under clause (iv) and the Indenture shall not be amended to
        delete such covenants under clause (vi), as the case may be, unless the
        Holders of the Securities are provided a corresponding and proportionate
        fee, change or other opportunity, as applicable;

        (vi)    If at any time until the Termination Date, the Indenture or
        other instrument governing the Debt Securities is amended, supplemented
        or modified to revise the Other Covenants and Other Events of Default,
        to provide covenants in addition to the provisions of the Other
        Covenants and Other Events of Default as theretofore in effect, to
        delete any covenants that correspond to any Affected Covenants or to
        provide for any increase in interest, any advanced prepayment or
        redemption, any additional offer to repurchase or any advance of payment
        dates, then, and in each such case, each revised or additional covenant
        set forth in such amendment,




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<PAGE>   96

        supplement or modification shall be incorporated into this Indenture for
        the remaining term of such covenant (superseding, as long as in effect,
        any corresponding predecessor covenant set forth in this Indenture),
        each such deleted covenant shall be deleted from this Indenture and a
        corresponding and proportionate change shall be made in the interest,
        prepayment, redemption, offer to repurchase or payment dates in this
        Indenture and the form of Security, in each case without any further
        action or approval by the Company, the Trustee or the Holders of the
        Securities, except for execution of a supplemental indenture by the
        Company and the Trustee; as promptly as practicable after the
        effectiveness of any such change, the Company and the Trustee shall
        execute a supplemental indenture setting forth such revised or
        additional covenants, such deleted covenants or such other terms (and
        the related definitions of defined terms utilized in such covenants or
        other terms), including such conforming adjustments as may be deemed
        necessary or appropriate with reference to the other provisions of this
        Indenture and the form of Security.

        (vii)   If at any time until the Termination Date, the Indenture or
        other instrument governing the Debt Securities is amended, supplemented
        or modified to provide collateral securing the Debt Securities or
        guarantees securing the Debt Securities, then the Company shall make,
        and cause its Restricted Subsidiary to make, effective provision for
        securing the Securities equally and ratably with the Debt Securities as
        to such collateral for so long as the Debt Securities will be so secured
        and the Company shall cause any such guarantor to guarantee equally and
        ratably with the Debt Securities the payment of the Securities; as
        promptly as practicable, the Company and the Trustee shall execute a
        supplemental indenture providing for such collateral or guarantees,
        appropriate provisions required under the Trust Indenture Act and other
        customary indenture provisions for securities secured by collateral or
        guarantees.

        (b)     If the Company shall not effectuate a Debt Offering prior to the
expiration of the Mandatory Covenant Package Period that meets the requirements
of Section 1020(a) and thereafter, the Company effectuates a Debt Offering
(whether or not such Debt Offering would meet the requirements of Section
1020(a)), the Company shall furnish to the Trustee and the Holders of the
Outstanding Securities a copy of the indenture or financing agreement setting
forth the terms of such Debt Offering as promptly as practicable after the
closing of such Debt Offering. The Holders of the Outstanding Securities shall
have the option, for a period of 90 days after the date such copy is furnished
to the Trustee and such Holders, such option to be exercised, if at all, by the
Holders of a majority of the Outstanding Securities, to elect to have the Other
Covenants and the Other Events of Default set forth in such Debt Offering to be
incorporated into this Indenture using procedures substantially identical to
those set forth in Section 1020(a), PROVIDED that, upon such election and
corresponding incorporation, the provisions of Section 1020(a)(iii), (iv), (v),
(vi) and (vii) shall also apply.

        (c)     The provisions of Section 1020(a) and 1020(b) shall only apply
to the first Debt Offering occurring after the Debenture Issue Date and shall
not apply to any subsequent public




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offering or private placement of senior notes or debentures by the Company
whether or not the same would constitute a Debt Offering.

        (d)     As used in this Section 1020:

        "Affected Covenants" means the covenants set forth in Article Eight or
this Article Ten and the related definitions of defined terms utilized in such
covenants, as well as the definition of Applicable Premium and the corresponding
Change of Control redemption provisions set forth in Section 203, together with
any revised or additional covenants that become applicable under Section
1020(a)(ii), (vi) or (vii); PROVIDED, that "Affected Covenants" shall not
include the covenants set forth in Sections 1001, 1002, 1003, 1004, 1017 or 1019
or this Section 1020.

        "Affected Events of Default" means the Events of Default set forth in
Section 501 and the related definitions of defined terms utilized in such Events
of Default PROVIDED, that "Affected Events of Default" shall not include the
Events of Default set forth in Section 501(1), (2), (8) or (9).

        "Applicable Default Provisions" means any provisions of the Other Events
of Default (and the related definitions of defined terms utilized in such Other
Events of Default) that correspond to any of the Affected Events of Default or
are additional events of default that do not correspond to any provision in
Section 501 as in effect on the Debenture Issue Date; PROVIDED, that (i) an
Other Event of Default corresponding to Section 501(3) shall be an Applicable
Default Provision only if an event of default in the indenture governing the
Debt Securities exists based on a failure to make a required offer to purchase
or a failure to make a required purchase of Debt Securities that relates to at
least the same proportion of the Debt Securities as the proportion of Securities
subject to such a failure under this Indenture, (ii) an Other Event of Default
corresponding to Section 501(5) shall be an Applicable Default Provision only if
it relates to a covenant or agreement that is an Affected Covenant and (iii) an
Other Event of Default corresponding to Section 501(6) shall be an Applicable
Default Provision only if the Debt that has been accelerated is not the Debt
Securities.

        "Termination Date" means the earliest to occur of:

        (A)     the fifth anniversary of the Debenture Issue Date,

        (B)     the first date on which either:

                        (i)     the outstanding principal amount of the Debt
                Securities is less than an amount equal to sixty-five percent
                (65%) of the original principal amount of the Debt Securities
                (including any additional Debt Securities paid in lieu of cash
                interest) provided that such reduction is due solely to Debt
                Securities that are acquired and canceled pursuant to mandatory
                cash repurchase offers that are made on a pro rata basis (and on
                comparable terms) to the holders of Debt Securities and the
                holders of the Securities; or




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<PAGE>   98

                        (ii)    the outstanding principal amount of the Debt
                Securities is less than an amount equal to eighty percent (80%)
                of the original principal amount of the Debt Securities
                (including any additional Debt Securities paid in lieu of cash
                interest) where such reduction is due other than solely pursuant
                to mandatory cash repurchases as described in clause (B)(i)
                above;

        (C)     the first date on which more than fifteen percent (15%) of the
        outstanding principal amount of the Debt Securities is held by
        Affiliated Holders (other than Debt Securities held by an Affiliated
        Holder that is acting in the capacity of a managing underwriter or a
        placement agent pursuant to the initial distribution of the Debt
        Securities);

        (D)     the occurrence of an Event of Default under Section 501(8) or
        (9),

        (E)     the commencement of an exchange offer or tender offer to holders
        of the Debt Securities (other than (i) a tender offer that does not
        result in a Termination Date under clause (B) above or (ii) an exchange
        offer analogous to the exchange offer contemplated by Section 2 of the
        Debenture Exchange and Registration Rights Agreement) or

        (F)     the refunding, replacement or refinancing of the Debt
        Securities.

SECTION 1021. PAYMENTS FOR CONSENT

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

SECTION 1022. INVESTMENT COMPANY ACT COMPLIANCE

        Neither the Company nor any Restricted Subsidiary will take any action,
or otherwise permit to exist any circumstance, that would require the Company or
such Restricted Subsidiary to register as an "investment company" under the
Investment Company Act.

SECTION 1023. BUSINESS

        The Company will not, and will not permit any Subsidiary to, engage in
any business other than the businesses engaged in on the date hereof or the
Telecommunications Business, except to the extent the other business is not
material to the Company and its Restricted Subsidiaries taken as a whole.





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                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101. RIGHT OF REDEMPTION.

        The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at the Redemption Prices specified in the
form of Security set forth in Article Two together with accrued interest to but
excluding the Redemption Date.

SECTION 1102. APPLICABILITY OF ARTICLE ELEVEN.

        Redemption of Securities at the election of the Company, as permitted by
any provision of this Indenture, shall be made in accordance with such provision
and this Article Eleven.

SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

        The election of the Company to redeem any Securities pursuant to Section
1101 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company of less than all the Securities, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed.

SECTION 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

        If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by prorating, as nearly as may be practicable, the
principal amount of Securities to be redeemed. In any proration pursuant to this
Section 1104, the Trustee shall make such adjustments, reallocations and
eliminations as it shall deem proper (and in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed) to the end that the principal amount of Securities so prorated shall be
$1,000 or a multiple thereof, by increasing or decreasing or eliminating the
amount which would be allocable to any Holder on the basis of exact proportion
by an amount not exceeding $1,000.

        The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

        For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.




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SECTION 1105. NOTICE OF REDEMPTION.

        Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of securities to be redeemed, at his address appearing in
the Security Register.

        All notices of redemption shall state:

                (1)     the Redemption Date,

                (2)     the Redemption Price,

                (3)     if less than all the Outstanding Securities are to be
        redeemed, the identification (and, in the case of partial redemption,
        the principal amounts) of the particular Securities to be redeemed,

                (4)     that on the Redemption Date the Redemption Price will
        become due and payable upon each such Security to be redeemed and that
        interest thereon will cease to accrue on and after said date and

                (5)     the place or places where such Securities are to be
        surrendered for payment of the Redemption Price.

        Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 1106. DEPOSIT OF REDEMPTION PRICE.

        Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

SECTION 1107. SECURITIES PAYABLE ON REDEMPTION DATE.

        If a notice of redemption has been given as aforesaid, the Securities to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; PROVIDED, HOWEVER, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates




                                       93
<PAGE>   101

according to their terms and the provisions of Section 308. If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate provided by the Security.

SECTION 1108. SECURITIES REDEEMED IN PART.

        Any Security which is to be redeemed only in part shall be surrendered
at any office or agency of the Company designated for that purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE TWELVE
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1201. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

        The Company may at its option by Board Resolution, at any time, elect to
have either Section 1202 or Section 1203 applied to the Outstanding Securities
upon compliance with the conditions set forth below in this Article Twelve.

SECTION 1202. DEFEASANCE AND DISCHARGE.

        Upon the Company's exercise of the option provided in Section 1201
applicable to this Section 1202, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding Securities on
the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1205 and the other Sections of this Indenture
referred to in Clauses (A) and (B) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1204 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest on such Securities when such
payments are due, (B) the Company's obligations with respect to such Securities
under Sections 304, 305, 306, 307, 1002 and 1003, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article
Twelve. Subject to compliance with this Article Twelve, the Company may exercise
its option under this Section 1202 notwithstanding the prior exercise of its
option under Section 1203.




                                       94
<PAGE>   102

SECTION 1203. COVENANT DEFEASANCE.

        Upon the Company's exercise of the option provided in Section 1201
applicable to this Section, (i) the Company shall be released from its
obligations under Sections 1005 through 1016, inclusive, and Clauses (3) and (4)
of Section 801, and (ii) the occurrence of an event specified in Sections
501(3), 501(4) (with respect to Clauses (1), (3) or (4) of Section 801), 501(5)
(with respect to any of Sections 1005 through 1016, inclusive), 501(6) and
501(7) shall not be deemed to be an Event of Default (hereinafter, "covenant
defeasance"). For this purpose, such covenant defeasance means that the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, Clause or Article or by
reason of any reference in any such Section, Clause or Article to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.

SECTION 1204. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

        The following shall be the conditions to application of either Section
1202 or Section 1203 to the then Outstanding Securities:

                (1)     The Company shall irrevocably have deposited or caused
        to be deposited with the Trustee (or another trustee satisfying the
        requirements of Section 609 who shall agree to comply with the
        provisions of this Article Twelve applicable to it) as trust funds in
        trust for the purpose of making the following payments, specifically
        pledged as security for, and dedicated solely to, the benefit of the
        Holders of such Securities, (A) money in an amount, or (B) U.S.
        Government Obligations which through the scheduled payment of principal
        and interest in respect thereof in accordance with their terms, without
        the need for reinvestment, will provide, not later than one day before
        the due date of any payment, money in an amount, or (C) a combination
        thereof, sufficient, in the opinion of a nationally recognized firm of
        independent public accountants expressed in a written certification
        thereof delivered to the Trustee, to pay and discharge, and which shall
        be applied by the Trustee (or other qualifying trustee) to pay and
        discharge, the principal of (and premium, if any,) and each installment
        of interest, if any, on the Outstanding Securities on the Stated
        Maturity of such principal or installment of interest in accordance with
        the terms of this Indenture and of such Securities. For this purpose,
        "U.S. Government Obligations" means securities that are (x) direct
        obligations of the United States of America for the payment of which its
        full faith and credit is pledged or (y) obligations of a Person
        controlled or supervised by and acting as an agency or instrumentality
        of the United States of America the payment of which is unconditionally
        guaranteed as a full faith and credit obligation by the United States of
        America, which, in either case, are not callable or redeemable at the
        option of the issuer thereof, and shall also include a depository
        receipt issued by a bank (as defined in Section 3(a)(2) of the
        Securities Act) as custodian with respect to any such U.S. Government
        Obligation or a specific payment of principal of or interest on any such
        U.S. Government Obligation held by such custodian for the account of the
        holder of such depository receipt, PROVIDED that (except as required by
        law) such custodian is not authorized to make any deduction




                                       95
<PAGE>   103

        from the amount payable to the holder of such depository receipt from
        any amount received by the custodian in respect of the U.S. Government
        Obligation or the specific payment of principal of or interest on the
        U.S. Government Obligation evidenced by such depository receipt.

                (2)     In the case of an election under Section 1202, the
        Company shall have delivered to the Trustee an Opinion of Counsel
        stating that (x) the Company has received from, or there has been
        published by, the Internal Revenue Service a ruling, or (y) since the
        date of this Indenture there has been a change in the applicable federal
        income tax law, in either case to the effect that, and based thereon
        such opinion shall confirm that, the Holders of the Outstanding
        Securities will not recognize gain or loss for federal income tax
        purposes as a result of such deposit, defeasance and discharge and will
        be subject to federal income tax on the same amount, in the same manner
        and at the same times as would have been the case if such deposit,
        defeasance and discharge had not occurred.

                (3)     In the case of an election under Section 1203, the
        Company shall have delivered to the Trustee an Opinion of Counsel to the
        effect that the Holders of the Outstanding Securities will not recognize
        gain or loss for federal income tax purposes as a result of such deposit
        and covenant defeasance and will be subject to federal income tax on the
        same amount, in the same manner and at the same times as would have been
        the case if such deposit covenant defeasance and discharge had not
        occurred.

                (4)     The Company shall have delivered to the Trustee an
        Officers' Certificate to the effect that the Securities, if then listed
        on any securities exchange, will not be delisted as a result of such
        deposit.

                (5)     Such defeasance or covenant defeasance shall not cause
        the Trustee to have a conflicting interest as defined in Section 608 and
        for purposes of the Trust Indenture Act with respect to any securities
        of the Company.

                (6)     No Event of Default or event that, with notice or lapse
        of time or both, would become an Event of Default shall have occurred
        and be continuing on the date of such deposit or, insofar as Section
        501(8) is concerned, at any time during the period ending on the 121st
        day after the date of such deposit (it being understood that this
        condition shall not be deemed satisfied until the expiration of such
        period).

                (7)     Such defeasance or covenant defeasance shall not result
        in a breach or violation of, or constitute a default under, any other
        agreement or instrument to which the Company is a party or by which it
        is bound.

                (8)     The Company shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each stating that all
        conditions precedent relating to either the defeasance under Section
        1202 or the covenant defeasance under Section 1203 (as the case may be)
        have been satisfied.




                                       96
<PAGE>   104

                (9)     Such defeasance or covenant defeasance shall not result
        in the trust arising from such deposit constituting an investment
        company as defined in the Investment Company Act of 1940, as amended, or
        such trust shall be qualified under such act or exempt from regulation
        thereunder.

SECTION 1205. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
              TRUST; OTHER MISCELLANEOUS PROVISIONS.

        Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee -- collectively, for purposes of
this Section 1205, the "Trustee") pursuant to Section 1204 in respect of the
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest, but such money need not be segregated from other funds
except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1204 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities.

        Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1204 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.

SECTION 1206. REINSTATEMENT.

        If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1202 or 1203 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Twelve until such time as the Trustee or Paying agent
is permitted to apply all such money in accordance with Section 1202 or 1203;
PROVIDED, HOWEVER, that if the Company makes any payment of principal of (and
premium, if any) or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.




                                       97
<PAGE>   105

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, all as of the day and year first above written.


                                        VOICESTREAM WIRELESS CORPORATION


                                        By: /s/ Cregg Baumbaugh
                                           -------------------------------------
                                        Name:   Cregg Baumbaugh
                                        Title:  Executive Vice President

Attest:

    /s/ Alan R. Bender, Secretary
--------------------------------------

                                        HARRIS TRUST COMPANY OF CALIFORNIA,
                                        as Trustee


                                        By: /s/ Esther Cervantes
                                           -------------------------------------
                                        Name:  Esther Cervantes
                                        Title:  Vice President

Attest:

        /s/ Kimberly A. Vann
--------------------------------------




                                       98
<PAGE>   106

                        VOICESTREAM WIRELESS CORPORATION

                     12% SERIES A SENIOR DEBENTURES DUE 2011

        THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND SUCH OTHER APPLICABLE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B)
IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE
TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
ACT ("REGULATION S"), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S, PURSUANT TO RULE 904 OF REGULATION S, OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE COMPANY AND THE TRUSTEE AND THE SECURITIES REGISTRAR, AS
APPLICABLE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I)
PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE, THE TRANSFER AGENT AND THE
SECURITIES REGISTRAR, AS APPLICABLE. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS
GIVEN TO THEM BY REGULATION S.



                                      A-1
<PAGE>   107

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

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

12% SERIES A SENIOR DEBENTURES DUE 2011

No. 1                                                               $200,000,000

CUSIP Number 928615AA1

        VoiceStream Wireless Corporation, a corporation duly organized and
existing under the laws of Washington (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., Inc., or registered
assigns, the principal sum of Two Hundred Million Dollars ($200,000,000), or
such other principal amount as may be set forth in the records of the Trustee
hereinafter referred to in accordance with the Indenture, on May 15, 2011, and
to pay interest in cash thereon from May 14, 1999, semi-annually on May 15 and
November 15 in each year, commencing on November 15, 1999, at the rate of 12%
per annum, until the principal hereof is paid or made available for payment, and
(to the extent that the payment of such interest shall be legally enforceable)
at the rate of 13% per annum on any overdue principal and premium, if any, and
on any overdue installment of interest until paid, PROVIDED that if a
"Triggering Event" (as defined in the Debenture Exchange and Registration Rights
Agreement) shall occur (PROVIDED that no more than one Triggering Event shall be
deemed to be in effect at any one time), then interest will accrue (in addition
to the stated interest on this Security) (the "Step-Up") at a rate of 0.5% per
annum on the principal amount of the Securities for the period from the
occurrence of the Triggering Event until such time (the "Step-Down Date") as no
Triggering Event is in effect. Special Interest (as defined below) shall be
payable in cash semi-annually in arrears on each May 15 and November 15. For
each 90-day period that the Triggering Event



                                      A-2
<PAGE>   108

continues, the per annum rate of such Special Interest shall increase (each such
increase, an "Additional Step-Up") by an additional 0.5% per annum, PROVIDED
that the sum of the Step-Up and all Additional Step-Ups shall in no event exceed
2.0% per annum in the aggregate. On the Step-Down Date the interest rate will be
restored to its initial rate. The Company shall provide the Trustee with written
notice of the date of any Triggering Event and the Step-Down Date. Interest
accruing as a result of the Step-Up or an Additional Step-Up is referred to
herein as "Special Interest." The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be May 1 or November 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date, PROVIDED that any accrued and unpaid interest (including Special Interest)
on this Security upon the issuance of an Exchange Security in exchange for this
Security shall cease to be payable to the Holder hereof and shall be payable on
the next Interest Payment Date for such Exchange Security to the Holder thereof
on the related Regular Record Date. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice of which shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture.

        In lieu of making cash payment of interest (including any Special
Interest) due on or before May 15, 2004, the Company may at its option elect to
pay such interest, in whole or in part, by the issuance of Additional Securities
to the Holders on the respective Interest Payment Date. The principal amount of
Additional Securities issued in lieu of cash payment shall be equal to the
amount of interest payable on such Interest Payment Date (including any Special
Interest) that is not paid in cash on such date.

        Subject to the preceding paragraph, payment of the principal of (and
premium, if any) and interest on this Security will be made at the Corporate
Trust Office or at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, New York City, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register (or as provided in the immediately preceding paragraph, if applicable).

        Reference is hereby made to the further provisions of this Security set
forth on pages A-5 to A-9 following the signature page hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.


                           [Signature Page To Follow]


                                      A-3
<PAGE>   109

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

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


Dated: May 14, 1999

                                        VOICESTREAM WIRELESS CORPORATION


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


Attest:

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

Name:
     --------------------------------
Title:
      -------------------------------


                         [Authentication Page to Follow]




                                      A-4
<PAGE>   110

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                        Harris Trust Company of California,
                                        as Trustee

                                        By:
                                           -------------------------------------
                                                    Authorized Officer




                                      A-5
<PAGE>   111

        This Security is one of a duly authorized issue of securities of the
Company designated as its 12% Series A Senior Debentures due 2011 (herein called
the "Securities"), issued and to be issued under an Indenture, dated as of May
14, 1999 (herein called the "Indenture"), between the Company and Harris Trust
Company of California, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The
Securities are limited (except as otherwise provided herein or in the Indenture
referred to above) in aggregate principal amount to $400,000,000.

        On or after May 15, 2004, the Securities may be redeemed at any time at
the option of the Company, in whole or from time to time in part, at the
following Redemption Prices (expressed as percentages of the principal amount
thereof). If redeemed during the 12-month period beginning May 15 of the years
indicated,

<TABLE>
<CAPTION>
                     YEAR                              REDEMPTION PRICE
                     ----                              ----------------
<S>                                                          <C>
                     2004                                    106.000%
                     2005                                    104.500%
                     2006                                    103.000%
                     2007                                    101.500%
                     2008 and thereafter                     100.000%
</TABLE>

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

        Notwithstanding the foregoing, at any time prior to May 15, 2002, the
Company may redeem up to 35% of the aggregate principal amount of Securities
(including Additional Securities) actually issued under the Indenture from the
net cash proceeds of a Qualifying Event at a Redemption Price equal to 112.0% of
the aggregate principal amount thereof, together with accrued and unpaid
interest to but excluding the Redemption Date; PROVIDED, that at least $260
million in aggregate principal amount of Securities (including Additional
Securities) remains outstanding immediately following such redemption. Any such
redemption must be made within 30 days after the related Qualifying Event.

        In addition, at any time prior to May 15, 2004, the Securities may also
be redeemed at the option of the Company, in whole but not in part, upon the
occurrence of a Change of Control (but in no event may any such redemption occur
more than 90 days after the occurrence of such Change of Control) at a
redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to, the
Redemption Date therefor.




                                      A-6
<PAGE>   112

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

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

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

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

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

        The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

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




                                      A-7
<PAGE>   113

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

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

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

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

        Interest on this Security shall be computed on the basis of a 360-day
year of twelve 30-day months; PROVIDED that any Special Interest shall be
computed on the basis of a 365 or 366 day year, as the case may be, and the
number of days actually elapsed.

        All terms used in this Security which are not defined herein but which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture. The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.



                                      A-8
<PAGE>   114

                       OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Security purchased in its entirety by
the Company pursuant to Section 1014, 1015 or 1016 of the Indenture, check the
box:

        [ ]

        If you want to elect to have only a part of this Security purchased by
the Company pursuant to Section 1014, 1015 or 1016 of the Indenture, state the
amount: $_______

Dated:

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



Signature Guarantee:

                                        ----------------------------------------
                                        (Signature must be guaranteed by an
                                        eligible guarantor institution which is
                                        a member of or participant in the
                                        Securities Transfer Agent Medallion
                                        Program (STAMP))



                                      A-9
<PAGE>   115

                        VOICESTREAM WIRELESS CORPORATION

                     12% SERIES A SENIOR DEBENTURES DUE 2011

        THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND SUCH OTHER APPLICABLE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B)
IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE
TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
ACT ("REGULATION S"), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S, PURSUANT TO RULE 904 OF REGULATION S, OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE COMPANY AND THE TRUSTEE AND THE SECURITIES REGISTRAR, AS
APPLICABLE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I)
PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE, THE TRANSFER AGENT AND THE
SECURITIES REGISTRAR, AS APPLICABLE. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS
GIVEN TO THEM BY REGULATION S.




                                      A-1
<PAGE>   116

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

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

12% SERIES A SENIOR DEBENTURES DUE 2011

No.   2                                                             $200,000,000

CUSIP Number 928615AA1

        VoiceStream Wireless Corporation, a corporation duly organized and
existing under the laws of Washington (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., Inc., or registered
assigns, the principal sum of Two Hundred Million Dollars ($200,000,000), or
such other principal amount as may be set forth in the records of the Trustee
hereinafter referred to in accordance with the Indenture, on May 15, 2011, and
to pay interest in cash thereon from May 14, 1999, semi-annually on May 15 and
November 15 in each year, commencing on November 15, 1999, at the rate of 12%
per annum, until the principal hereof is paid or made available for payment, and
(to the extent that the payment of such interest shall be legally enforceable)
at the rate of 13% per annum on any overdue principal and premium, if any, and
on any overdue installment of interest until paid, PROVIDED that if a
"Triggering Event" (as defined in the Debenture Exchange and Registration Rights
Agreement) shall occur (PROVIDED that no more than one Triggering Event shall be
deemed to be in effect at any one time), then interest will accrue (in addition
to the stated interest on this Security) (the "Step-Up") at a rate of 0.5% per
annum on the principal amount of the Securities for the period from the
occurrence of the Triggering Event until such time (the "Step-Down Date") as no
Triggering Event is in effect. Special Interest (as defined below) shall be
payable in cash semi-annually in arrears on each May 15 and November 15. For
each 90-day period that the Triggering Event




                                      A-2
<PAGE>   117

continues, the per annum rate of such Special Interest shall increase (each such
increase, an "Additional Step-Up") by an additional 0.5% per annum, PROVIDED
that the sum of the Step-Up and all Additional Step-Ups shall in no event exceed
2.0% per annum in the aggregate. On the Step-Down Date the interest rate will be
restored to its initial rate. The Company shall provide the Trustee with written
notice of the date of any Triggering Event and the Step-Down Date. Interest
accruing as a result of the Step-Up or an Additional Step-Up is referred to
herein as "Special Interest." The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be May 1 or November 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date, PROVIDED that any accrued and unpaid interest (including Special Interest)
on this Security upon the issuance of an Exchange Security in exchange for this
Security shall cease to be payable to the Holder hereof and shall be payable on
the next Interest Payment Date for such Exchange Security to the Holder thereof
on the related Regular Record Date. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice of which shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture.

        In lieu of making cash payment of interest (including any Special
Interest) due on or before May 15, 2004, the Company may at its option elect to
pay such interest, in whole or in part, by the issuance of Additional Securities
to the Holders on the respective Interest Payment Date. The principal amount of
Additional Securities issued in lieu of cash payment shall be equal to the
amount of interest payable on such Interest Payment Date (including any Special
Interest) that is not paid in cash on such date.

        Subject to the preceding paragraph, payment of the principal of (and
premium, if any) and interest on this Security will be made at the Corporate
Trust Office or at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, New York City, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register (or as provided in the immediately preceding paragraph, if applicable).

        Reference is hereby made to the further provisions of this Security set
forth on pages A-5 to A-9 following the signature page hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.


                           [Signature Page to Follow]



                                      A-3
<PAGE>   118

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

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

Dated: May 14, 1999

                                        VOICESTREAM WIRELESS CORPORATION


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

Attest:

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

Name:
     --------------------------------

Title:
      -------------------------------


                         [Authentication Page to Follow]




                                      A-4
<PAGE>   119

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                        Harris Trust Company of California,
                                        as Trustee

                                        By:
                                           -------------------------------------
                                                    Authorized Officer




                                      A-5
<PAGE>   120

        This Security is one of a duly authorized issue of securities of the
Company designated as its 12% Series A Senior Debentures due 2011 (herein called
the "Securities"), issued and to be issued under an Indenture, dated as of May
14, 1999 (herein called the "Indenture"), between the Company and Harris Trust
Company of California, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The
Securities are limited (except as otherwise provided herein or in the Indenture
referred to above) in aggregate principal amount to $400,000,000.

        On or after May 15, 2004, the Securities may be redeemed at any time at
the option of the Company, in whole or from time to time in part, at the
following Redemption Prices (expressed as percentages of the principal amount
thereof). If redeemed during the 12-month period beginning May 15 of the years
indicated,

<TABLE>
<CAPTION>
                     YEAR                              REDEMPTION PRICE
                     ----                              ----------------
<S>                                                          <C>
                     2004                                    106.000%
                     2005                                    104.500%
                     2006                                    103.000%
                     2007                                    101.500%
                     2008 and thereafter                     100.000%
</TABLE>

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

        Notwithstanding the foregoing, at any time prior to May 15, 2002, the
Company may redeem up to 35% of the aggregate principal amount of Securities
(including Additional Securities) actually issued under the Indenture from the
net cash proceeds of a Qualifying Event at a Redemption Price equal to 112.0% of
the aggregate principal amount thereof, together with accrued and unpaid
interest to but excluding the Redemption Date; PROVIDED, that at least $260
million in aggregate principal amount of Securities (including Additional
Securities) remains outstanding immediately following such redemption. Any such
redemption must be made within 30 days after the related Qualifying Event.

        In addition, at any time prior to May 15, 2004, the Securities may also
be redeemed at the option of the Company, in whole but not in part, upon the
occurrence of a Change of Control (but in no event may any such redemption occur
more than 90 days after the occurrence of such Change of Control) at a
redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to, the
Redemption Date therefor.




                                      A-6
<PAGE>   121

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

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

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

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

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

        The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

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




                                      A-7
<PAGE>   122

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

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

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

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

        Interest on this Security shall be computed on the basis of a 360-day
year of twelve 30-day months; PROVIDED that any Special Interest shall be
computed on the basis of a 365 or 366 day year, as the case may be, and the
number of days actually elapsed.

        All terms used in this Security which are not defined herein but which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture. The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.



                                      A-8
<PAGE>   123

                       OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Security purchased in its entirety by
the Company pursuant to Section 1014, 1015 or 1016 of the Indenture, check the
box:

        [ ]

        If you want to elect to have only a part of this Security purchased by
the Company pursuant to Section 1014, 1015 or 1016 of the Indenture, state the
amount: $_______

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



Signature Guarantee:

                                        ----------------------------------------
                                        (Signature must be guaranteed by an
                                        eligible guarantor institution which is
                                        a member of or participant in the
                                        Securities Transfer Agent Medallion
                                        Program (STAMP))



                                      A-9