<PAGE>
                                                               EXECUTION VERSION

                                                                     EXHIBIT 4.1

================================================================================

                          WESTERN WIRELESS CORPORATION

                                       to

                        THE BANK OF NEW YORK, as Trustee

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

                                    Indenture

                            Dated as of July 16, 2003

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

                                  $600,000,000

                          9.250% Senior Notes due 2013

================================================================================

<PAGE>

                      ....................................

               Reconciliation and tie between Trust Indenture Act
        of 1939, as amended, and the Indenture, dated as of July 16, 2003

<TABLE>
<CAPTION>
  Trust Indenture                                                                        Indenture
   Act Section                                                                            Section
------------------                                                                     -------------
<S>                                                                                    <C>
Section 310(a)(1)         ..........................................................   609
           (a)(2)         ..........................................................   609
           (a)(3)         ..........................................................   Not Applicable
           (a)(4)         ..........................................................   Not Applicable
           (b)            ..........................................................   608
                                                                                       610

Section 311(a)            ..........................................................   613
           (b)            ..........................................................   613
           (b)(2)         ..........................................................   703(a)
                                                                                       703(b)
Section 312(a)            ..........................................................   701
                                                                                       702(a)
           (b)            ..........................................................   702(b)
           (c)            ..........................................................   702(c)
Section 313(a)            ..........................................................   703(a)
           (b)            ..........................................................   703(a)
           (c)            ..........................................................   703(a)
           (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
           (b)            ..........................................................   602
                                                                                       703(a)
           (c)            ..........................................................   601
           (d)            ..........................................................   601
           (d)(1)         ..........................................................   601
           (d)(2)         ..........................................................   601
</TABLE>

                                     - i -
<PAGE>

<TABLE>
<CAPTION>
  Trust Indenture                                                                        Indenture
   Act Section                                                                            Section
---------------------                                                                  -------------
<S>                                                                                    <C>
           (d)(3)         ..........................................................   601
           (e)            ..........................................................   514
Section 316(a)            ..........................................................   101
           (a)(1)(A)      ..........................................................   502
                                                                                       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>

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

         Note: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of this Indenture.

                                     - ii -

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
Parties............................................................................................    1
Recitals of the Company............................................................................    1

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.    Definitions........................................................................    1
SECTION 102.    Compliance Certificates and Opinions...............................................   20
SECTION 103.    Form of Documents Delivered to Trustee.............................................   20
SECTION 104.    Acts of Holders; Record Date.......................................................   21
SECTION 105.    Notices, Etc., to Trustee and Company..............................................   22
SECTION 106.    Notice to Holders; Waiver..........................................................   22
SECTION 107.    Conflict with Trust Indenture Act..................................................   23
SECTION 108.    Effect of Headings and Table of Contents...........................................   23
SECTION 109.    Successors and Assigns.............................................................   23
SECTION 110.    Separability Clause................................................................   23
SECTION 111.    Benefits of Indenture..............................................................   23
SECTION 112.    Governing Law; Waiver of Jury Trial................................................   23
SECTION 113.    Legal Holidays.....................................................................   24

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.    Forms Generally....................................................................   24
SECTION 202.    Form of Face of Security...........................................................   25
SECTION 203.    Form of Reverse of Security........................................................   31
SECTION 204.    Form of Trustee's Certificate of Authentication....................................   35

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.    Title and Terms....................................................................   35
SECTION 302.    Denominations......................................................................   36
SECTION 303.    Execution, Authentication, Delivery and Dating.....................................   36
SECTION 304.    Temporary Securities...............................................................   37
SECTION 305.    Global Securities..................................................................   38
SECTION 306.    Registration; Transfer and Exchange Generally; Certain
                Transfers and Exchanges; Securities Act Legends....................................   39
</TABLE>

                                    - iii -

<PAGE>

<TABLE>
<S>                                                                                                   <C>
SECTION 307.    Mutilated, Destroyed, Lost and Stolen Securities...................................   44
SECTION 308.    Payment of Interest; Interest Rights Preserved.....................................   45
SECTION 309.    Persons Deemed Owners..............................................................   46
SECTION 310.    Cancellation.......................................................................   47
SECTION 311.    Computation of Interest............................................................   47
SECTION 312.    CUSIP Numbers......................................................................   47

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.    Satisfaction and Discharge of Indenture............................................   47
SECTION 402.    Application of Trust Money.........................................................   49

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.    Events of Default..................................................................   49
SECTION 502.    Acceleration of Maturity; Rescission and Annulment.................................   51
SECTION 503.    Collection of Indebtedness and Suits for Enforcement by Trustee....................   52
SECTION 504.    Trustee May File Proofs of Claim...................................................   53
SECTION 505.    Trustee May Enforce Claims Without Possession of Securities........................   53
SECTION 506.    Application of Money Collected.....................................................   53
SECTION 507.    Limitation on Suits................................................................   54
SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium and Interest..........   54
SECTION 509.    Restoration of Rights and Remedies.................................................   55
SECTION 510.    Rights and Remedies Cumulative.....................................................   55
SECTION 511.    Delay or Omission Not Waiver.......................................................   55
SECTION 512.    Control by Holders.................................................................   55
SECTION 513.    Waiver of Past Defaults............................................................   56
SECTION 514.    Undertaking for Costs..............................................................   56
SECTION 515.    Waiver of Stay or Extension Laws...................................................   56

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.    Certain Duties and Responsibilities................................................   57
SECTION 602.    Notice of Defaults.................................................................   58
SECTION 603.    Certain Rights of Trustee..........................................................   58
SECTION 604.    Not Responsible for Recitals or Issuance of Securities.............................   60
SECTION 605.    May Hold Securities................................................................   60
SECTION 606.    Money Held in Trust................................................................   60
</TABLE>

                                     - iv -

<PAGE>

<TABLE>
<S>                                                                                                   <C>
SECTION 607.    Compensation and Reimbursement.....................................................   60
SECTION 608.    Disqualification; Conflicting Interests............................................   61
SECTION 609.    Corporate Trustee Required; Eligibility............................................   62
SECTION 610.    Resignation and Removal; Appointment of Successor..................................   62
SECTION 611.    Acceptance of Appointment by Successor.............................................   63
SECTION 612.    Merger, Conversion, Consolidation or Succession to Business........................   64
SECTION 613.    Preferential Collection of Claims Against Company..................................   64
SECTION 614.    Appointment of Authenticating Agent................................................   64

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.    Company to Furnish Trustee Names and Addresses of Holders..........................   66
SECTION 702.    Preservation of Information; Communications to Holders.............................   66
SECTION 703.    Reports by Trustee.................................................................   66
SECTION 704.    Reports by Company.................................................................   67

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.    Company May Consolidate, Etc. Only on Certain Terms................................   67
SECTION 802.    Successor Substituted..............................................................   68

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.    Supplemental Indentures Without Consent of Holders.................................   68
SECTION 902.    Supplemental Indentures with Consent of Holders....................................   69
SECTION 903.    Execution of Supplemental Indentures...............................................   70
SECTION 904.    Effect of Supplemental Indentures..................................................   70
SECTION 905.    Conformity with Trust Indenture Act................................................   70
SECTION 906.    Reference in Securities to Supplemental Indentures.................................   71
SECTION 907.    Notice of Supplemental Indenture...................................................   71

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.   Payment of Principal, Premium and Interest.........................................   71
SECTION 1002.   Maintenance of Office or Agency....................................................   71
SECTION 1003.   Money for Security Payments to be Held in Trust....................................   72
SECTION 1004.   Existence..........................................................................   73
SECTION 1005.   Maintenance of Properties..........................................................   73
</TABLE>

                                     - v -

<PAGE>

<TABLE>
<S>                                                                                                   <C>
SECTION 1006.   Payment of Taxes and Other Claims..................................................   73
SECTION 1007.   Maintenance of Insurance...........................................................   74
SECTION 1008.   Limitation on Consolidated Indebtedness............................................   74
SECTION 1009.   Limitation on Restricted Payments..................................................   76
SECTION 1010.   Limitations Concerning Distributions and Transfers By Restricted Subsidiaries......   79
SECTION 1011.   Limitation on Liens................................................................   81
SECTION 1012.   Limitation on Transactions with Affiliates and Related Persons.....................   82
SECTION 1013.   Limitation on Certain Asset Dispositions...........................................   83
SECTION 1014.   Limitation on Issuances and Sales of Capital Stock of Wholly Owned
                Restricted Subsidiaries............................................................   85
SECTION 1015.   Change of Control..................................................................   85
SECTION 1016.   Statement by Officers as to Default; Compliance Certificates.......................   87
SECTION 1017.   Waiver of Certain Covenants........................................................   88
SECTION 1018.   Provision of Financial Information.................................................   88
SECTION 1019.   Special Interest Notice............................................................   88

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.   Right of Redemption................................................................   89
SECTION 1102.   Applicability of Article...........................................................   89
SECTION 1103.   Election to Redeem; Notice to Trustee..............................................   89
SECTION 1104.   Selection by Trustee of Securities to Be Redeemed..................................   89
SECTION 1105.   Notice of Redemption...............................................................   90
SECTION 1106.   Deposit of Redemption Price........................................................   90
SECTION 1107.   Securities Payable on Redemption Date..............................................   91
SECTION 1108.   Securities Redeemed in Part........................................................   91

                                 ARTICLE TWELVE

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1201.   Company's Option to Effect Defeasance or Covenant Defeasance.......................   91
SECTION 1202.   Defeasance and Discharge...........................................................   91
SECTION 1203.   Covenant Defeasance................................................................   92
SECTION 1204.   Conditions to Defeasance or Covenant Defeasance....................................   92
SECTION 1205.   Deposited Money and U.S. Government Obligations to be Held in Trust;
                Other Miscellaneous Provisions.....................................................   94
SECTION 1206.   Reinstatement......................................................................   95
</TABLE>

                                     - vi -

<PAGE>

<TABLE>
<S>                                                                                                      <C>
ANNEXES

ANNEX A  Form of Regulation S Certificate..............................................................  A-1

ANNEX B  Form of Restricted Securities Certificate.....................................................  B-1

ANNEX C  Form of Unrestricted Securities Certificate...................................................  C-1
</TABLE>

                                    - vii -

<PAGE>

                  INDENTURE, dated as of July 16, 2003, between Western 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 S.E., Bellevue, Washington 98006, and The Bank of New York,
a New York banking corporation, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its 9.250% Senior Notes due 2013 (the "Securities") of substantially the tenor
and amount hereinafter set forth, 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 generally
         accepted accounting principles (whether or not such is indicated
         herein), and, except as otherwise herein expressly provided, the term
         "generally accepted accounting principles" with respect to any
         computation required or permitted hereunder shall mean such accounting
         principles as are generally accepted at the date of such computation;

<PAGE>

                  (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 generally accepted
         accounting principles but shall not include the accounts 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.

                  "Acquired Indebtedness" means, with respect to any specified
Person: (i) Indebtedness of any other Person existing at the time such other
Person was merged with or into or became a Subsidiary of such specified Person,
including without limitation, Indebtedness Incurred in connection with or in
contemplation of such other Person merging with or into or becoming a Subsidiary
of such specified Person; and (ii) Indebtedness secured by a Lien encumbering
any asset acquired by such specified Person.

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

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

                  "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.

                  "Affiliate and Related Person Proceeds" means any cash payment
received by the Company or any of its Restricted Subsidiaries from any Affiliate
or Related Person from any transaction permitted under Section 1012.

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

                  "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, Euroclear or Clearstream, in each case
to the extent applicable to such transaction and as in effect from time to time.

                  "Asset Disposition" by any Person means any transfer,
conveyance, sale, lease or other disposition by such Person or any of its
Restricted Subsidiaries (including a consolidation or merger or other sale of
any such Restricted Subsidiary with, into or to another Person in a transaction
in which such Restricted Subsidiary ceases to be a Restricted Subsidiary, but
excluding a disposition by a Subsidiary of such Person to such

                                       2

<PAGE>
Person or a Wholly Owned Restricted Subsidiary of such Person or by such Person
to a Wholly Owned Restricted Subsidiary of such Person) of (i) shares of Capital
Stock (other than directors' qualifying shares) or other ownership interests of
a Restricted Subsidiary of such Person, (ii) all or substantially all of the
assets of such Person or any of its Restricted Subsidiaries representing a
division or line of business or (iii) other assets or rights of such Person or
any of its Restricted Subsidiaries having a Fair Market Value greater than
$100,000. Notwithstanding the preceding, the following items shall not be deemed
to be Asset Dispositions: (1) a Restricted Payment that is permitted under
Section 1009; (2) sales or other dispositions of inventory and obsolete
equipment in the ordinary course of business and of receivables; (3) any sale or
other disposition of any or all the Capital Stock or assets of an Unrestricted
Subsidiary; or (4) any sale or other disposition of cash or cash equivalents.

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

                  "Board of Directors" means: (i) with respect to a corporation,
the board of directors of the corporation or any duly authorized committee of
such board of directors; (ii) with respect to a partnership, the board of
directors of the general partner of the partnership; and (iii) with respect to
any other Person, the board or committee of such Person serving a similar
function.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of any Person to have been duly adopted
by the Board of Directors, 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,
the State of Washington or the State of California are authorized or obligated
by law or executive order to close.

                  "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 generally
accepted accounting principles.

                  "Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of stock of,
or other ownership interests in, such Person.

                  "Change of Control" has the meaning specified in Section 1015.

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

                  "Commission" means the 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

                                       3

<PAGE>

now assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
President or one of its Vice Presidents and by its Treasurer or one of its
Assistant Treasurers or its Secretary or one of its Assistant Secretaries and
delivered to the Trustee.

                  "Consolidated Income Tax Expense" of any Person means for any
period the provision for income taxes of such Person and its Consolidated
Restricted Subsidiaries for such period.

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

                  "Consolidated Interest Expense" of any Person means for any
period the interest expense included in an income statement (taking into account
the effect of any Interest Hedge Agreements but without deduction of interest
income) of such Person and its Consolidated 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 generally accepted accounting principles; (ii) the amortization
of Indebtedness discounts; (iii) any payments or fees with respect to letters of
credit, bankers acceptances or similar facilities; (iv) fees 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); and (vi) Preferred Stock
dividends declared and payable in cash.

                  "Consolidated Net Income" of any Person means for any period
the net income (or loss) of such Person for such period determined on a
consolidated basis in accordance with generally accepted accounting principles;
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
Consolidated Restricted Subsidiary of such Person except to the extent of the
amount of dividends or other distributions actually paid to such Person by such
other Person during such period; (iii) gains or losses from sales of assets
other than sales of assets acquired and held for resale in the ordinary course
of business; and (iv) all extraordinary gains and extraordinary losses.

                                       4

<PAGE>

                  "Consolidated Restricted Subsidiary" of any Person means all
other Persons that would be accounted for as consolidated Persons in such
Person's financial statements in accordance with generally accepted accounting
principles other than Unrestricted Subsidiaries.

                  "Convertible Subordinated Notes" means the Company's 4.625%
Convertible Subordinated Notes due 2023.

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

                  "Credit Facility" means the Loan Agreement, dated as of April
25, 2000, among the Company, TD Securities (USA) Inc., as Arranger, Bank of
America, N.A., The Chase Manhattan Bank and Barclays Bank PLC, as
Co-Documentation and Co-Syndication Agents, Toronto Dominion (Texas), Inc., as
Administrative Agent, and the other financial institutions named therein, as
amended by the First Amendment to Loan Agreement dated July 9, 2003, as such
agreement may be further amended, supplemented, restated, replaced, renewed,
extended, refinanced or refunded from time to time.

                  "Cumulative EBITDA" means EBITDA of the Company and its
Consolidated Restricted Subsidiaries for the period beginning on January 1,
2003, through and including the end of the last fiscal quarter preceding the
date of any proposed Restricted Payment.

                  "Cumulative Interest Expense" means the total amount of
Consolidated Interest Expense of the Company and its Consolidated Restricted
Subsidiaries for the period beginning on January 1, 2003, through and including
the end of the last fiscal quarter preceding the date of any proposed Restricted
Payment.

                  "Currency Hedging Agreements" means one or more of the
following agreements which shall be entered into with one or more financial
institutions: foreign exchange contracts, currency swap agreements or similar
agreements or instruments designed to protect against fluctuations in currency
values.

                  "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 the Indenture, and thereafter "Depositary" shall mean such
successor Depositary. The Depositary initially is DTC.

                  "Disqualified Stock" of any Person means any Capital Stock of
such Person which, by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is

                                       5

<PAGE>

redeemable at the option of such Person, any Restricted Subsidiary of such
Person or the holder thereof, in whole or in part, on or prior to the final
Stated Maturity of the Securities; provided, however, that any Preferred Stock
which would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require the Company to repurchase or redeem such
Preferred Stock upon the occurrence of a change of control occurring prior to
the final Stated Maturity of the Securities shall not constitute Disqualified
Stock if the change of control provisions applicable to such Preferred Stock
specifically provide that the Company will not repurchase or redeem any such
Preferred Stock pursuant to such provision prior to the Company making an Offer
to Purchase the Securities (and repurchasing all tendered Securities) pursuant
to Section 1015 (whether or not a Change of Control has occurred for purposes of
such Section 1015).

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

                  "EBITDA" of any Person means for any period the Consolidated
Net Income for such period increased by the sum of: (i) Consolidated Interest
Expense of such Person for such period; plus (ii) Consolidated Income Tax
Expense of such Person for such period; plus (iii) the consolidated depreciation
and amortization expense included in the income statement of such Person and its
Consolidated Restricted Subsidiaries for such period; plus (iv) all other
non-cash charges and expenses that were deducted in determining Consolidated Net
Income for such period; plus (v) the aggregate amount paid upon the purchase or
redemption of the Senior Subordinated Notes to the holders thereof which is in
excess of the principal amount of, and accrued and unpaid interest to but
excluding the redemption date on, the Senior Subordinated Notes; minus (vi) all
non-cash revenues and gains to the extent included in Consolidated Net Income
for such period.

                  "Euroclear" means Euroclear Bank S.A./N.V., as the operator of
the Euroclear 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 it may be amended and any successor act thereto.

                  "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 the Original Securities (except for the
differences provided for herein) for Original Securities.

                  "Exchange and Registration Rights Agreement" means the
Exchange and Registration Rights Agreement, dated as of July 16, 2003, between
the Company and Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Wachovia
Capital Markets, LLC, as representatives of the several Purchasers named in
Schedule I to the Purchase Agreement, as such agreement may be amended from time
to time.

                                       6

<PAGE>

                  "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 issued pursuant to
the Exchange Offer or sold pursuant to the Resale Registration Statement and
their Successor Securities.

                  "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 has a Fair Market
Value of less than $5 million, by any officer of the Company and evidenced by an
Officers' Certificate, dated within 30 days of the relevant transaction or (ii)
if such Person or assets has a Fair Market Value of $5 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.

                  "Global Security" means a Security that evidences all or part
of the Securities of any series and bears the applicable legend set forth in
Section 202.

                  "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person Guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person: (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to purchase property, securities or
services for the purpose of assuring the holder of such Indebtedness of the
payment of such Indebtedness or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness (and
"Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings correlative to
the foregoing); provided, however, that the Guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business.

                  "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" and "Incurring" shall have meanings correlative to

                                       7

<PAGE>

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; provided, that neither the accrual of interest (including the
issuance of "pay in kind" securities or similar instruments in respect of such
accrued interest) pursuant to the terms of any Indebtedness Incurred in
compliance with Section 1008, nor the accretion of original issue discount, nor
the extension of the maturity of any Indebtedness shall be deemed to be an
Incurrence of Indebtedness.

                  "Indebtedness" means (without duplication), with respect to
any Person, whether recourse 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 in connection with
the acquisition of property, assets or businesses (including, without
limitation, Acquired Indebtedness), (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business), (v) every Capital Lease Obligation of such Person,
(vi) the maximum fixed redemption or repurchase price of Redeemable Stock of
such Person at the time of determination, (vii) every obligation to pay rent or
other payment amounts of such Person with respect to any Sale and Leaseback
Transaction to which such Person is a party, (viii) every obligation of the type
referred to in Clauses (i) through (vii) of another Person and all dividends of
another Person the payment of which, in either case, such Person has Guaranteed
or is responsible or liable, directly or indirectly, as obligor, Guarantor or
otherwise and (ix) the liquidation value of any Preferred Stock of the Company
or any of its Restricted Subsidiaries.

                  "Indebtedness to EBITDA Ratio" of any Person means at any date
the ratio of Consolidated Indebtedness outstanding on such date to EBITDA for
the four full fiscal quarters immediately preceding such date; provided,
however, that, in the event such Person or any of its Restricted Subsidiaries
has acquired a Person during or after such period in a pooling-of-interests
transaction, such computation shall be made on a pro forma basis as if the
transaction had taken place on the first day of such period.

                  "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 Regulation S Securities" means the Securities sold by
the Purchasers 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

                                       8

<PAGE>

between the Company or any of its Restricted Subsidiaries, on the one hand, and
any Person (other than an Affiliate of the Company or any Restricted Subsidiary
of the Company), 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 means any direct or indirect loan,
advance or other extension of credit or capital contribution (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise) to, or purchase or
acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidence of Indebtedness issued by, any other Person, including any payment on a
Guarantee of any obligation of such other Person, but shall not include trade
accounts receivable in the ordinary course of business on credit terms made
generally available to the customers of such Person (and "Invest" and "Invested"
shall have meanings correlative to the foregoing).

                  "Investment Grade"' means a rating of at least BBB-, in the
case of S&P, or Baa3, in the case of Moody's.

                  "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).

                   "Moody's" means Moody's Investors Service, Inc. or, if
Moody's Investors Service, Inc. shall cease rating debt securities having a
maturity at original issuance of at least one year and its ratings business
shall have been transferred to a successor Person, such successor Person;
provided, however, that if Moody's Investors Service, Inc. shall cease rating
debt securities having a maturity at original issuance of at least one year and
its rating business with respect thereto shall not have been transferred to any
successor Person, then "Moody's" shall mean any other nationally recognized
rating agency (other than S&P) that rates debt securities having a maturity at
original issuance of at least one year and that shall have been designated by
the Company by a written notice given to the Trustee.

                  "Net Available Proceeds" from any Asset Disposition means the
aggregate amount of cash (including any other consideration that is converted
into cash) received by the Company or any Restricted Subsidiary of the Company
in respect of such an Asset Disposition, less the sum of (i) all fees,
commissions and other expenses Incurred in connection with such Asset
Disposition, including the amount of income taxes required to be paid by the
Company or any Restricted Subsidiary of the Company in connection

                                       9

<PAGE>

therewith, and (ii) the aggregate amount of cash so received which is used to
retire any existing Indebtedness of the Company or any Restricted Subsidiary of
the Company which is required to be repaid in connection therewith.

                  "Non-Recourse Indebtedness" means Indebtedness: (i) as to
which neither the Company nor any of its Restricted Subsidiaries: (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness); (b) is directly or indirectly liable (as a
Guarantor or otherwise); or (c) constitutes the lender; (ii) no default with
respect to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary of the Company) 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 prior to its stated maturity; and (iii) as to which the lenders 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.

                  "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 by first class mail, postage prepaid, 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 five
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 704 (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
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

                                       10

<PAGE>

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 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 Purchase, the Company shall
         purchase all such Securities and (b) if Securities in an aggregate
         principal amount in excess of the Purchase Amount are

                                       11

<PAGE>

         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 principal executive officer,
principal accounting officer or principal financial officer of the Company and
delivered to the Trustee.

                  "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 and delivered to the Trustee. In rendering any Opinion of Counsel, the
counsel rendering such opinion shall be permitted to rely upon an Officers'
Certificate as to factual matters.

                  "Original Securities" means all Securities other than Exchange
Securities.

                  "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;

                                       12

<PAGE>

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

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

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

                  "Permitted Joint Venture" means, as applied to any Person, (i)
any corporation or other entity (a) engaged in the acquisition, ownership,
operation and management of assets in the Wireless Communications Business, (b)
over which such Person is responsible (either directly or through a services
agreement) for day-to-day operations or otherwise has operational and managerial
control, (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 one or more Subsidiaries of
such Person and (d) with respect to which such Person has the right or option to
acquire all of the outstanding Capital Stock or ownership interests not owned by
such Person; or (ii) any corporation or other entity which conducts no business
other than the Wireless Communications Business exclusively outside the United
States.

                  "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

                                       13

<PAGE>

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;
provided, that such loan, advance, lease, capital contribution, investment or
payment provides for a return that is senior in right of payment to any return
on the Capital Stock or ownership interests of such Permitted Joint Venture;
provided, further, that not less than 75% of the aggregate Permitted Joint
Venture Investments in any Permitted Joint Venture referred to in Clause (i) of
the definition of Permitted Joint Venture shall be Permitted Joint Venture
Investments described in Clause (ii) hereof; provided, further, that the amount
of Permitted Joint Venture Investments made by the Company and its Restricted
Subsidiaries after the date of this Indenture in Permitted Joint Ventures
described in Clause (ii) of the definition of Permitted Joint Venture shall not
exceed $20 million for any single such Permitted Joint Venture or $75 million in
the aggregate for all such Permitted Joint Ventures.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, trust, estate, unincorporated
organization or other type of entity 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, Capital
Stock of such Person of any class or classes (however designated) that ranks
prior, as to the payment of dividends or as to the distribution of assets upon
any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class of such Person.

                  "Purchase Agreement" means the Purchase Agreement, dated as of
July 16, 2003, between the Company and Goldman, Sachs & Co., J.P. Morgan
Securities Inc. and Wachovia Capital Markets, LLC, as representatives of the
several Purchasers named in Schedule I thereto, as such agreement may be amended
from time to time.

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

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

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

                  "Purchasers" means the Purchasers named in Schedule I to the
Purchase Agreement.

                                       14

<PAGE>

                  "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, (i) in the case of any sale of Qualified Capital Stock, the aggregate
net cash proceeds received by such Person, after payment of expenses,
commissions and the like Incurred by such Person in connection therewith, and
net of Indebtedness that such Person Incurred, Guaranteed or otherwise became
liable for in connection with the issuance or acquisition of such Capital Stock;
and (ii) in the case of any exchange, exercise, conversion or surrender after
January 1, 2003 of any Preferred Stock or Indebtedness of such Person or any
Subsidiary issued for cash for or into shares of Qualified Capital Stock of such
Person, the liquidation value of the Preferred Stock or the net book value of
such Indebtedness as adjusted on the books of such Person to the date of such
exchange, exercise, conversion or surrender, plus any additional amount paid by
the securityholders to such Person upon such exchange, exercise, conversion or
surrender and less any and all payments made to the securityholders, and all
other expenses, commissions and the like Incurred by such Person or any
Subsidiary in connection therewith.

                  "Redeemable Stock" of any Person means any 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.

                  "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.

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

                  "Registration Default" has the meaning specified in the form
of the Securities set forth in Section 202.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means January 1 or July 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 Certificate" means a certificate substantially
in the form set forth in Annex A.

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

                                       15

<PAGE>

                  "Regulation S 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 Regulation S Global Security.

                  "Regulation S Securities" means all Securities required
pursuant to Section 306(c) to bear a Regulation S Legend. Such term includes the
Regulation S Global Security.

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

                  "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 Exchange and Registration Rights Agreement,
registering Original Securities for resale.

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

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

                  "Restricted Payments" has the meaning specified in Section
1009.

                  "Restricted Period" means the period of 41 consecutive days
beginning on and including the later of (i) the day on which Securities were
first offered to persons other than distributors (as defined in Regulation S) in
reliance on Regulation S and (ii) the day on which the closing of the offering
of Securities pursuant to the Purchase Agreement occurs.

                  "Restricted Securities" means all Securities required pursuant
to Section 306(c) to bear a Restricted Securities Legend. Such term includes the
Restricted Global Security.

                  "Restricted Securities Certificate" means a certificate
substantially in the form set forth in Annex B.

                  "Restricted Securities 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 Restricted Security.

                                       16

<PAGE>

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

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

                  "Rule 144A Securities" means the Securities purchased by the
Purchasers 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" refers to the Securities Act of 1933 as it
may be amended and any successor act thereto.

                  "Securities Act Legend" means a Restricted Securities Legend
or a Regulation S Legend.

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

                  "Senior Subordinated Notes" means the Company's 10 1/2% Senior
Subordinated Notes due 2006 and its 10 1/2% Senior Subordinated Notes due 2007.

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

                  "Special Interest Notice" has the meaning specified in Section
1019.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 308.

                  "S&P" means Standard & Poor's Ratings Services or, if Standard
& Poor's Ratings Services shall cease rating debt securities having a maturity
at original issuance of at least one year and its ratings business shall have
been transferred to a successor Person, such successor Person; provided,
however, that if Standard & Poor's

                                       17

<PAGE>

Ratings Services shall cease rating debt securities having a maturity at
original issuance of at least one year and its rating business with respect
thereto shall not have been transferred to any successor Person, then "S&P"
shall mean any other nationally recognized rating agency (other than Moody's)
that rates debt securities having a maturity at original issuance of at least
one year and that shall have been designated by the Company by a written notice
given to the Trustee.

                  "Stanton Entities"' means John W. Stanton and Theresa E.
Gillespie and their Affiliates.

                  "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.

                  "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, including Permitted Joint Ventures.

                  "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.

                  "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 complied and published in the most recent 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 remaining life to maturity of the Securities; provided, however,
that if the then remaining term to maturity of the Securities is not

                                       18

<PAGE>

equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the remaining term to maturity of the Securities 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.

                  "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 Securities Certificate" means a certificate
substantially in the form set forth in Annex C.

                  "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. As
of the date hereof, all Subsidiaries of Western Wireless International Holding
Corporation are Unrestricted Subsidiaries. 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 thereof; 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, the Fair Market
Value of the Subsidiary at the time of such designation would be permitted as an
investment under Section 1009. 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 under
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.

                  "Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

                                       19

<PAGE>

                  "Voting Power" of any Person means the aggregate number of
votes of all classes of Capital Stock of such Person which ordinarily has voting
power for the election of directors (or Persons performing similar functions) of
such Person.

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

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

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

                  (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

                                       20

<PAGE>

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 such 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 an 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.

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

                  (c)      The Company may, in the circumstances permitted by
the Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders. If not set
by the Company prior to the first solicitation of a Holder

                                       21

<PAGE>

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

                                       22

<PAGE>

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 thereunder 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, Section and subdivision 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; WAIVER OF JURY TRIAL.

                  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 THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. EACH OF THE COMPANY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY.

                                       23

<PAGE>

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 (including any Special 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, 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.

                                  ARTICLE TWO

                                 Security Forms

SECTION 201.      Forms Generally.

                  The Securities and the Trustee's certificates of
authentication shall be in substantially the form set forth in this Article,
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, consistent herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof.

                  The definitive Securities shall be printed, lithographed or
produced by any combination of these methods 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.

                  Upon their original issuance, Rule 144A Securities shall be
issued in the form of one or more Global Securities registered in the name of
DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian
for DTC, for credit by DTC to the respective accounts of beneficial owners of
the Securities represented thereby (or such other accounts as they may direct).
Such Global Securities, together with their Successor Securities which are
Global Securities other than the Regulation S Global Security, are collectively
herein called the "Restricted Global Security".

                  Upon their original issuance, Initial Regulation S Securities
shall be issued in the form of one or more Global Securities registered in the
name of DTC, as Depositary, or its nominee and deposited with the Trustee, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they may
direct), provided, that upon such deposit all such Securities shall be credited
to or through accounts maintained at DTC by or on behalf of Euroclear or
Clearstream. Such Global Securities, together with their

                                       24

<PAGE>

Successor Securities which are Global Securities other than the Restricted
Global Security, are collectively herein called the "Regulation S Global
Security".

SECTION 202.      Form of Face of Security.

                  [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 DTC 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.]

                  [IF THE SECURITY IS A RESTRICTED SECURITY, THEN INSERT -- THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTORS IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL

                                       25

<PAGE>

APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.]

                  [IF THE SECURITY IS A REGULATION S SECURITY, THEN INSERT --
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR
DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.
PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.]

                                       26
<PAGE>

                          9.250% SENIOR NOTES DUE 2013

No. _________                                                                  $

[If Restricted Global Security - CUSIP Number _____________]
[If Regulation S Global Security - CUSIP Number _____________]

                  Western Wireless Corporation, a corporation duly organized and
existing under the laws of the State 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 (which, when
taken together with the principal amounts of all other Outstanding Securities,
shall not exceed $600,000,000 in the aggregate at any time) as may be set forth
in the records of the Trustee hereinafter referred to in accordance with the
Indenture,] on July 15, 2013, and to pay interest thereon from July 16, 2003 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on January 15 and July 15 in each year,
commencing January 15, 2004, at the rate of 9.250% 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 9.250%
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 (i) the Company has not filed an Exchange
Registration Statement under the Securities Act registering a security
substantially identical to this Security for distribution pursuant to an
Exchange Offer or, if applicable, a Resale Registration Statement registering
this Security for resale on or before the date on which such registration
statement is required to be filed pursuant to the Exchange and Registration
Rights Agreement, (ii) either the Exchange Registration Statement or, if
applicable, the Resale Registration Statement has not become or been declared
effective by the Commission on or before the date on which such registration
statement is required to become effective or be declared effective pursuant to
the Exchange and Registration Rights Agreement, (iii) the expiration of the
Exchange Offer has not occurred within 45 days after the date on which the
Exchange Registration Statement has become or been declared effective initially
(if the Exchange Offer is then required to be made) or (iv) either the Exchange
Registration Statement or, if applicable, the Resale Registration Statement is
filed and declared effective but shall thereafter either be withdrawn by the
Company or shall become subject to an effective stop order issued pursuant to
Section 8(d) of the Securities Act suspending the effectiveness of such
registration statement (except as specifically permitted pursuant to the
Exchange and Registration Rights Agreement) without being succeeded as soon as
reasonably practicable by an additional registration statement filed and
declared effective, in each case (i) through (iv) upon the terms and conditions
set forth in the Exchange and Registration Rights Agreement (each such event
referred to in clauses (i) through (iv), a "Registration Default"; provided,
that no more than one Registration Default shall be deemed to be in effect at
any one time), then, as liquidated damages for such Registration Default,
interest will accrue (in addition to the stated interest on this Security) (the
"Step-Up") at a rate of 0.25% per annum on the principal amount of the
Securities for the period from the occurrence of the Registration

                                       27

<PAGE>

Default until such time (the "Step-Down Date") as no Registration Default is in
effect and, provided, further, that for each 90-day period that the Registration
Default continues, the per annum rate of such Special Interest shall increase
(each such increase, an "Additional Step-Up") by an additional 0.25% per annum;
provided, that such rate shall in no event exceed 1.0% per annum in the
aggregate until the Step-Down Date (after which the interest rate will be
restored to its initial rate). The Company shall provide the Trustee with
written notice of the date of any Registration Default and the Step-Down Date in
accordance with Section 1019. Interest accruing as a result of the Step-Up or an
Additional Step-Up is referred to herein as "Special Interest." Notwithstanding
the foregoing, as described more fully in the Exchange and Registration Rights
Agreement, the Company will not pay Special Interest on the Securities as a
result of a Registration Default under certain circumstances related to pending
corporate developments, public filings with the Commission and similar events
(provided that such periods do not exceed an aggregate of 30 days in any
three-month period or an aggregate of 90 days in any twelve-month period). 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
January 1 or July 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 whereof 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 said
Indenture.

                  Payment of the principal of, premium, if any, interest and
Special Interest, if any, on this Security will be payable 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 or, at the Company's option,
by wire transfer of same-day funds to an account maintained by the Person
entitled thereto located in the United States of America (if the Trustee shall
have received proper wire transfer instructions from such Person not later than
the Business Day before the related Interest Payment Date, Redemption Date,
Purchase Date or Stated Maturity) or, if no such instructions shall have been
received, by check drawn on a bank in the Borough of Manhattan, New York City
mailed to the Person entitled thereto at is address set forth in the Security
Register, 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.

                                       28

<PAGE>

                  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.

                                       29

<PAGE>

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

                                 Western Wireless Corporation

                                 By __________________________________
                                    Name:
                                    Title:

                                       30

<PAGE>

SECTION 203. Form of Reverse of Security.

                  This Security is one of a duly authorized issue of Securities
of the Company designated as its 9.250% Senior Notes due 2013 (herein called the
"Securities"), limited in aggregate principal amount to $600,000,000, issued and
to be issued under an Indenture, dated as of July 16, 2003 (herein called the
"Indenture"), between the Company and The Bank of New York, 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.

                  Prior to July 15, 2008, the Securities may be redeemed at any
time at the option of the Company, in whole or from time to time in part, at a
redemption price equal to the greater of (i) 100% of the principal amount of the
Securities being redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Securities being redeemed
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at a discount rate equal to the Treasury
Rate as of such Redemption Date plus 50 basis points, plus, for either (i) or
(ii) above, whichever is applicable, accrued and unpaid interest and Special
Interest, if any, on such Securities to but excluding the Redemption Date.

                  On or after July 15, 2008, 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 Redemption Prices (expressed as percentages of the principal amount) set
forth below, plus an amount equal to all accrued and unpaid interest and Special
Interest, if any, to but excluding the Redemption Date, if redeemed during the
12-month period beginning July 15 of each of the years set forth below:

<TABLE>
<CAPTION>
      Year               Redemption Price
      ----               ----------------
<S>                      <C>
      2008                   104.625%
      2009                   103.083%
      2010                   101.542%
2011 and thereafter          100.000%
</TABLE>

                  Notwithstanding the previous two paragraphs, on or before July
15, 2006, the Company may at its option, apply Qualified Capital Stock Proceeds
and Affiliate and Related Person Proceeds to redeem up to 35% of the aggregate
principal amount of Securities at a redemption price equal to 109.250% of the
principal amount of the Securities being redeemed, plus accrued and unpaid
interest and Special Interest, if any, to but excluding the Redemption Date.

                  No Securities of $1,000 principal amount or less will be
redeemed in part. Notice of any optional redemption of any Securities (or
portion thereof) will be mailed by first class mail to the Holders at their
addresses appearing in the Security Register not less than 30 nor more than 60
days prior to the Redemption Date.

                                       31

<PAGE>

                  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 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 Available Proceeds are available to the Company as a result of
Asset Dispositions 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 (including any Special Interest) on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this 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

                                       32

<PAGE>

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, however, that any Special
Interest on Original Securities 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 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, without regard
to conflicts of laws principles thereof. Each of the Company and the Trustee
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or
relating to the Indenture, this Security or the transactions contemplated
thereby and hereby.

                                       33

<PAGE>

                       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 1013 or 1015 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 1013 or 1015 of the Indenture,
state the amount: $

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

Signature Guarantee:     _______________________________________________________

                                       34

<PAGE>

SECTION 204. Form of Trustee's Certificate of Authentication.

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

                                THE BANK OF NEW YORK,
                                as Trustee

Dated: ___________              By _____________________________________,
                                   Authorized Signatory

                                 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 $600,000,000,
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 1013 or 1015.

                  The Securities shall be known and designated as the "9.250%
Senior Notes due 2013" of the Company. Their Stated Maturity shall be July 15,
2013 and they shall bear interest at the rate of 9.250% per annum, from July 16,
2003 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, payable semi-annually on January
15 and July 15, commencing on January 15, 2004, to the Holders of record on the
immediately preceding January 1 and July 1, until the principal thereof is paid
or made available for payment; provided, however, with respect to Original
Securities that if a Registration Default occurs (provided that no more than one
Registration Default 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 Registration
Default until the Step-Down Date and, provided, further, that for each 90-day
period that the Registration Default continues, an Additional Step-Up shall
occur, provided that such rate shall in no event exceed 1.0% per annum in the
aggregate until the Step-Down Date (after which the interest rate will be
restored to its initial rate). The Company shall provide the Trustee with
written notice of the date of any Registration Default and the Step-Down Date in
accordance with Section 1019. 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 January 1 or July 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 in arrears
semi-annually on January 15 and July 15 in each year and the amount of accrued
Special Interest shall be computed as provided in Section 311.

                                       35

<PAGE>

                  The principal of, premium, if any, interest and Special
Interest, if any, on the Securities shall be payable 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 or, at the Company's option, by wire
transfer of same-day funds to an account maintained by the Person entitled
thereto located in the United States of America (if the Trustee shall have
received proper wire transfer instructions from such Person not later than the
Business Day before the related Interest Payment Date, Redemption Date, Purchase
Date or Stated Maturity) or, if no such instructions shall have been received,
by check drawn on a bank in the Borough of Manhattan, New York City mailed to
the Person entitled thereto at is address set forth in the Security Register.

                  The Securities shall be subject to repurchase by the Company
pursuant to an Offer to Purchase as provided in Sections 1013 and 1015.

                  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.

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
any one of its Chairman of the Board, its President, one of its Vice Presidents,
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 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

                                       36

<PAGE>

Original Securities for cancellation in accordance with Section 310 of this
Indenture, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities. Prior to authenticating such Exchange
Securities, and accepting any additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall receive, 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 Exchange Securities, when such Securities have been duly
authenticated and delivered by the Trustee (and subject to any other conditions
specified in such Opinion of Counsel), will have been duly issued and delivered
and will constitute valid and legally binding obligations of the Company,
respectively, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; and

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

                  Each Security shall be dated the date of its authentication.

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

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 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
thereof.

                  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

                                       37

<PAGE>

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 under the
Exchange Act, (ii) 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 (iii) 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 such Global Security.

                  (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 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 so 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

                                       38

<PAGE>

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,
1013, 1015 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.

                  (f)      No holder of a beneficial interest in any Global
Security held on its behalf by a Depositary shall have any rights under this
Indenture with respect to such Global Security, and such Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. None of the
Company, the Trustee or any agent of the Company or the Trustee 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 maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holder of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominee) as holder of any Security.

SECTION 306. Registration; Transfer and Exchange Generally; Certain Transfers
             and Exchanges; Securities Act Legends.

                  (a)      Registration; Transfer and Exchange Generally. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the 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.

                                       39

<PAGE>

                  Subject to the other provisions of this Indenture regarding
restrictions on transfer, 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 and of a
like tenor and aggregate principal amount and bearing such restrictive legends
as may be required by this Indenture.

                  At the option of the Holder and subject to other provisions of
this Section 306 and Section 305, Securities may be exchanged for other
Securities of any authorized denominations and of a like tenor and 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 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 or 1108 or in accordance
with any Offer to Purchase pursuant to Section 1013 or Section 1015, not
involving any transfer.

                  The Company shall not be required to (i) 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 that may be selected for redemption under Section 1104 and ending at
the close of business on the day of such mailing, or (ii) issue, 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.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Agent Members
or beneficial owners of

                                       40

<PAGE>

interests in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.

                  Neither the Trustee nor any of its agents shall have any
responsibility for any actions taken or not taken by the Depositary.

                  (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).

                  (i)      Restricted Global Security to Regulation S Global
         Security. If the owner of a beneficial interest in the Restricted
         Global Security wishes at any time to transfer such interest to a
         Person who wishes to take delivery thereof in the form of a beneficial
         interest in the Regulation S Global Security, such transfer may be
         effected only in accordance with the provisions of this Clause (b)(i)
         and Clause (b)(vii) below and subject to the Applicable Procedures.
         Upon receipt by the Trustee, as Security Registrar, of (A) an order
         given by the Depositary or its authorized representative directing that
         a beneficial interest in the Regulation S Global Security in a
         specified principal amount be credited to a specified Agent Member's
         account and that a beneficial interest in the Restricted Global
         Security in an equal principal amount be debited from another specified
         Agent Member's account and (B) a Regulation S Certificate, in the form
         of Annex A hereto, duly executed by the owner of such beneficial
         interest in the Restricted Global Security or his attorney duly
         authorized in writing, then the Trustee, as Security Registrar but
         subject to Clause (b)(vii) below, shall reduce the principal amount of
         the Restricted Global Security and increase the principal amount of the
         Regulation S Global Security by such specified principal amount as
         provided in Section 305(c).

                  (ii)     Regulation S Global Security to Restricted Global
         Security. If the owner of a beneficial interest in the Regulation S
         Global Security wishes at any time to transfer such interest to a
         Person who wishes to take delivery thereof in the form of a beneficial
         interest in the Restricted Global Security, such transfer may be
         effected only in accordance with this Clause (b)(ii) and subject to the
         Applicable Procedures. Upon receipt by the Trustee, as Security
         Registrar, of (A) an order given by the Depositary or its authorized
         representative directing that a beneficial interest in the Restricted
         Global Security in a specified principal amount be credited to a
         specified Agent Member's account and that a beneficial interest in the
         Regulation S Global Security in an equal principal amount be debited
         from another specified Agent Member's account and (B) if such transfer
         is to occur during the Restricted Period, a Restricted Securities
         Certificate, in the form of Annex B hereto, duly executed by the owner
         of such beneficial interest in the Regulation S Global Security or his
         attorney duly authorized in writing, then the Trustee, as Security
         Registrar, shall reduce the principal amount of the Regulation S Global
         Security and increase the principal amount of the Restricted

                                       41

<PAGE>

         Global Security by such specified principal amount as provided in
         Section 305(c).

                  (iii)    Restricted Non-Global Security to Restricted Global
         Security or Regulation S Global Security. If the Holder of a Restricted
         Security (other than a Global Security) wishes at any time to transfer
         all or any portion of such Security to a Person who wishes to take
         delivery thereof in the form of a beneficial interest in the Restricted
         Global Security or the Regulation S Global Security, such transfer may
         be effected only in accordance with the provisions of this Clause
         (b)(iii) and Clause (b)(vii) below and subject to the Applicable
         Procedures. Upon receipt by the Trustee, as Security Registrar, of (A)
         such Security as provided in Section 306(a) and instructions
         satisfactory to the Trustee directing that a beneficial interest in the
         Restricted Global Security or Regulation S Global Security in a
         specified principal amount not greater than the principal amount of
         such Security be credited to a specified Agent Member's account and (B)
         a Restricted Securities Certificate, if the specified account is to be
         credited with a beneficial interest in the Restricted Global Security,
         or a Regulation S Certificate, if the specified account is to be
         credited with a beneficial interest in the Regulation S Global
         Security, in either case satisfactory to the Trustee and duly executed
         by such Holder or his attorney duly authorized in writing, then the
         Trustee, as Security Registrar but subject to Clause (b)(vii) below,
         shall cancel such Security (and issue a new Security in respect of any
         untransferred portion thereof) as provided in Section 306(a) and
         increase the principal amount of the Restricted Global Security or the
         Regulation S Global Security, as the case may be, by the specified
         principal amount as provided in Section 305(c).

                  (iv)     Regulation S Non-Global Security to Restricted Global
         Security or Regulation S Global Security. If the Holder of a Regulation
         S Security (other than a Global Security) wishes at any time to
         transfer all or any portion of such Security to a Person who wishes to
         take delivery thereof in the form of a beneficial interest in the
         Restricted Global Security or the Regulation S Global Security, such
         transfer may be effected only in accordance with this Clause (b)(iv)
         and Clause (b)(vii) below and subject to the Applicable Procedures.
         Upon receipt by the Trustee, as Security Registrar, of (A) such
         Security as provided in Section 306(a) and instructions satisfactory to
         the Trustee directing that a beneficial interest in the Restricted
         Global Security or Regulation S Global Security in a specified
         principal amount not greater than the principal amount of such Security
         be credited to a specified Agent Member's account and (B) if the
         transfer is to occur during the Restricted Period and the specified
         account is to be credited with a beneficial interest in the Restricted
         Global Security, a Restricted Securities Certificate, in the form of
         Annex B hereto, duly executed by such Holder or his attorney duly
         authorized in writing, then the Trustee, as Security Registrar but
         subject to Clause (b)(vii) below, shall cancel such Security (and issue
         a new Security in respect of any untransferred portion thereof) as
         provided in Section 306(a) and increase the principal amount of the
         Restricted Global Security or the Regulation S Global Security, as the
         case may be, by the specified principal amount as provided in Section
         305(c).

                                       42

<PAGE>

                  (v)      Non-Global Security to Non-Global Security. A
         Security that is not a Global Security may be transferred, in whole or
         in part, to a Person who takes delivery in the form of another Security
         that is not a Global Security as provided in Section 3.06(a), provided,
         that if the Security to be transferred in whole or in part is a
         Restricted Security, or is a Regulation S Security and the transfer is
         to occur during the Restricted Period, then the Trustee shall have
         received (A) a Restricted Securities Certificate, duly executed by the
         transferor Holder or his attorney duly authorized in writing, in which
         case the transferee Holder shall take delivery in the form of a
         Restricted Security, or (B) a Regulation S Certificate, satisfactory to
         the Trustee and duly executed by the transferor Holder or his attorney
         duly authorized in writing, in which case the transferee Holder shall
         take delivery in the form of a Regulation S Security (subject in each
         case to Section 306(c)).

                  (vi)     Exchanges between Global Security and Non-Global
         Security. A beneficial interest in a Global Security may be exchanged
         for a Security that is not a Global Security as provided in Section
         305, provided, that if such interest is a beneficial interest in the
         Restricted Global Security, or if such interest is a beneficial
         interest in the Regulation S Global Security and such exchange is to
         occur during the Restricted Period, then such interest shall be
         exchanged for a Restricted Security (subject in each case to Section
         306(c)). A Security that is not a Global Security may be exchanged for
         a beneficial interest in a Global Security only if (A) such exchange
         occurs in connection with a transfer effected in accordance with Clause
         (b)(iii) or (iv) above or (B) such Security is a Regulation S Security
         and such exchange occurs after the Restricted Period.

                  (vii)    Regulation S Global Security to be Held Through
         Euroclear or Clearstream during Restricted Period. The Company shall
         use its best efforts to cause the Depositary to ensure that, until the
         expiration of the Restricted Period, beneficial interests in the
         Regulation S Global Security may be held only in or through accounts
         maintained at the Depositary by Euroclear or Clearstream (or by Agent
         Members acting for the account thereof), and no person shall be
         entitled to effect any transfer or exchange that would result in any
         such interest being held otherwise than in or through such an account;
         provided that this Clause (b)(vii) shall not prohibit any transfer or
         exchange of such an interest in accordance with Clause (b)(ii) or (vi)
         above.

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

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

                  (ii)     subject to the following Clauses of this Section
         306(c), a new

                                       43

<PAGE>

         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; provided, that if such new Security is required
         pursuant to Section 306(b)(v) or (vi) to be issued in the form of a
         Restricted Security, it shall bear a Restricted Securities Legend and,
         if such new Security is so required to be issued in the form of a
         Regulation S Security, it shall bear a Regulation S Legend.

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

                  (iv)     at any time after the Securities may be freely
         transferred without registration under the Securities Act or without
         being subject to transfer restrictions pursuant to the Securities Act,
         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 the
         Trustee has received an Unrestricted Securities Certificate, in the
         form of Annex C hereto, duly executed by the Holder of such legended
         Security or his attorney duly authorized in writing, and after such
         date and receipt of such certificate, the Trustee shall authenticate
         and deliver such a new Security in exchange for or in lieu of such
         other Security as provided in this Article Three;

                  (v)      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

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

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<PAGE>

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, but subject to receipt of such security
or indemnity as may be reasonably required by the Company to save it harmless,
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.

                  Any interest (including any Special 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 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

                                       45

<PAGE>

         the proposed payment, and at the same time the Company shall deposit
         with the Trustee an amount of money equal to the aggregate amount
         proposed to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as 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, 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 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 (including any Special 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

                                       46

<PAGE>

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 pursuant to any Offer to Purchase
pursuant to Section 1013 or Section 1015 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, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of in accordance with the
Trustee's customary procedures.

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 on Original Securities 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.

SECTION 312. CUSIP Numbers.

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

                                  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 when:

                  (1)      either:

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<PAGE>

                           (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 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 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 (including any Special 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 for relating to the satisfaction and
         discharge of this Indenture have been complied with.

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.

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<PAGE>

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
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest (including any Special 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)      default in the payment of the principal of (or
         premium, if any, on) any Security at its Stated Maturity; or

                  (2)      default in the payment of any interest (including any
         Special Interest) upon any Security when it becomes due and payable,
         and continuance of such default for a period of 30 days; or

                  (3)      failure, on the applicable Purchase Date, to purchase
         Securities required to be purchased by the Company pursuant to an Offer
         to Purchase pursuant to Section 1013 or Section 1015 as to which an
         Offer has been mailed to Holders; or

                  (4)      default in the performance, or breach, of Section
         801; or

                  (5)      default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with), and continuance of
         such default 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 default 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

                                       49

<PAGE>

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

                  (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 $20 million by a
         court or courts of competent jurisdiction, which remain undischarged or
         unbonded for a period (during which execution shall not be effectively
         stayed) of 60 days after the right to appeal all such judgments 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

                                       50

<PAGE>

         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or similar
         official of the Company or any Restricted Subsidiary of the Company or
         of any substantial part of the property of the Company or any
         Restricted Subsidiary of the Company, or the making by the Company or
         any Restricted Subsidiary of the Company of an assignment for the
         benefit of creditors, or the admission by the Company or any such
         Restricted Subsidiary in writing of its inability to pay its debts
         generally as they become due, or the taking of corporate action by the
         Company or any such Restricted Subsidiary in furtherance of any such
         action.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default (other than an Event of Default
specified in Section 501(8) or (9)) occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities may declare the principal of all the
Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal and any accrued interest (including any Special Interest) shall
become immediately due and payable. If an Event of Default specified in Section
501(8) or (9) occurs, the principal of and any accrued interest (including any
Special 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 for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, 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 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 compensation, expenses, disbursements and
                  advances of the Trustee, its agents and counsel;

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<PAGE>

                  and

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

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
         (including any Special 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 Stated 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 will, 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 (including any
Special 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 (including any Special 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
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.

                  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.

                                       52

<PAGE>

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 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 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 (including any Special 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 (including any Special Interest)
on the

                                       53

<PAGE>

Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal (and premium, if any)
and interest (including any Special Interest), respectively.

SECTION 507. Limitation on Suits.

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

                  (1)      such Holder has previously given written notice to
         the Trustee of a continuing 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 reasonably satisfactory to the Trustee 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 and 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 (including any Special 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, and such rights shall not be impaired without the consent of such
Holder.

                                       54

<PAGE>

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, or 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 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 Trustee in
         good faith shall determine that the action or proceedings so directed
         might involve the Trustee in personal liability or if the

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<PAGE>

         Trustee in good faith shall so determine that the actions or
         forebearances 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
         forebearances are unduly prejudicial to such Holders.

SECTION 513. Waiver of Past Defaults.

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

                  (1)      in the payment of the principal of (or premium, if
         any) or interest (including any Special 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, including legal
fees and expenses, and may assess costs against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided, that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company. This Section 514 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 508 hereof, or a suit by Holders
of more than 10% in aggregate principal amount of the then Outstanding
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

                                       56
<PAGE>

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.

                                   ARTICLE SIX

                                   The Trustee

SECTION 601.      Certain Duties and Responsibilities.

                  (a)      Except during the continuance of an Event of Default,

                                    (1)      the Trustee undertakes to perform
                           such duties and only 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; and

                                    (2)      in the absence of bad faith on its
                           part, the Trustee may conclusively rely, as to the
                           truth of the statements and the correctness of the
                           opinions expressed therein, upon certificates or
                           opinions furnished to the Trustee and conforming to
                           the requirements of this Indenture; but in the case
                           of any such certificates or opinions which by any
                           provision hereof are specifically required to be
                           furnished to the Trustee, the Trustee shall be under
                           a duty to examine the same to determine whether or
                           not they conform to the requirements of this
                           Indenture (but need not confirm or investigate the
                           accuracy of mathematical calculations or other facts
                           stated therein).

                  (b)      In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

                  (c)      No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                                    (1)      this Subsection shall not be
                           construed to limit the effect of Subsection (a) of
                           this Section;

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

                                    (3)      the Trustee shall not be liable
                           with respect to any action taken or omitted to be
                           taken by it in good faith in accordance with the
                           direction of the Holders of a majority in aggregate
                           principal amount of the Outstanding Securities,
                           determined as provided in

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<PAGE>

                           Sections 101, 104 and 512, relating to the time,
                           method and place of conducting any proceeding for any
                           remedy available to the Trustee, or exercising any
                           trust or power conferred upon the Trustee, under this
                           Indenture with respect to the Securities; and

                                    (4)      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.

                  (d)      Whether or nor 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.

SECTION 602. Notice of Defaults.

                  The Trustee shall give the Holders notice of any default
hereunder as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(5), no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default.

SECTION 603. Certain Rights of Trustee.

                  Subject to the provisions of Section 601:

                  (a)      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;

                  (b)      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 may be sufficiently evidenced by a
Board Resolution;

                  (c)      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, conclusively rely upon an Officers' Certificate;

                  (d)      before the Trustee acts or refrains from acting, the
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of

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<PAGE>

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;

                  (e)      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 security or indemnity reasonably
satisfactory to the Trustee against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in 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 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, and the reasonable expenses of every such
examination shall be paid by the Company or, if paid by the Trustee or any
predecessor Trustee, shall be reimbursed by the Company upon demand;

                  (g)      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;

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

                  (i)      the Trustee shall not be liable for any action taken,
suffered or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture;

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

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

                  (l)      the rights, privileges, protections, immunities and
benefits given to the Trustee including, without limitation, its right to be
indemnified, are extended to, and

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<PAGE>

shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder; and

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

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

                  The RECITALS OF THE COMPANY contained herein shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representation 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 in writing with the Company.

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 such compensation as shall be agreed in
         writing between the Company and the Trustee 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 compensation and the expenses and
         disbursements of its agents and counsel), except any such expense,

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<PAGE>

         disbursement or advance as may be attributable to its negligence or
         willful misconduct; and

                  (3)      to indemnify the Trustee and each predecessor Trustee
         and their agents for, and to hold them harmless against, any and all
         loss, liability, damage, claim or expense including taxes (other than
         taxes based on the income of the Trustee) incurred without negligence
         or willful misconduct on their part, arising out of or in connection
         with the acceptance or administration of this trust, including the
         costs and expenses of defending themselves against or investigating any
         claim (whether asserted by the Company, a Holder or any other Person)
         or liability in connection with the exercise or performance of any of
         their powers or duties hereunder.

                  The obligations of the Company under this Section shall
survive the satisfaction and discharge of this Indenture. 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 (including Special 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) 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.

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<PAGE>

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 $50,000,000 and its 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 a Federal, State or District of Columbia supervising or
examining authority, then for the purposes of this Section, 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, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

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 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, at the
expense of the Company, 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 aggregate principal amount of the Outstanding
Securities, delivered to the Trustee and to the Company. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after such Act of the Holders, the resigning Trustee may
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Trustee.

                  (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,

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<PAGE>

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 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 aggregate 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 of a majority in aggregate principal amount of the
Outstanding Securities within 30 days after the giving of such notice of
resignation and accepted appointment in the manner hereinafter provided, the
Trustee being removed or 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, at the expense of the Company, 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.

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<PAGE>

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, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities 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 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 redemption or purchase 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 $50,000,000 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.

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<PAGE>

                  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 all or
substantially all the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, 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, 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.

                  The Company agrees to pay to each Authenticating Agent from
time to time compensation for its services under this Section.

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

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

                                                           THE BANK OF NEW YORK,
                                                                      As Trustee

                                          By____________________________________
                                                         As Authenticating Agent

                                          By____________________________________
                                                            Authorized Signatory

                                       65

<PAGE>

                                 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

                  (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 dispose of 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 Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within sixty days after each May 15 following the date of the
initial issuance of Securities under this Indenture deliver to Holders a brief
report, dated as of such May 15, which complies with the provisions of such
Section 313(a).

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<PAGE>

                  (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 promptly notify the Trustee in writing when the Securities are
listed on any stock exchange and any delisting thereof.

SECTION 704. Reports by Company.

                  The Company shall file with the Trustee and the Commission,
and transmit to Holders, such 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 such Act; provided, that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission. Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates as provided in Section
1016).

                                 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, transfer, convey,
sell, lease or otherwise dispose of all or substantially all of its properties
and assets as an entirety to any Person; unless, in any such transaction:

                  (1)      (a) the Company is the surviving entity or (b) in the
         case the Company shall consolidate with or merge into another Person or
         shall directly or indirectly transfer, convey, sell, lease or otherwise
         dispose of all or substantially all of its properties and assets as an
         entirety, the Person formed by such consolidation or into which the
         Company is merged or the Person which acquires by transfer, conveyance,
         sale, lease or other disposition all or substantially all of the
         properties and assets of the Company as an entirety (for purposes of
         this Article Eight, a "Successor Company") shall be a corporation,
         partnership, limited liability company or trust 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 (including any Special
         Interest)

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<PAGE>

         on all the Securities and the performance of every covenant of this
         Indenture on the part of the Company to be performed or observed;

                  (2)      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;

                  (3)      immediately after giving effect to such transaction,
         and treating any Indebtedness Incurred by the Company or any Restricted
         Subsidiary of the Company as a result of such transaction as having
         been Incurred at the time of such transaction, the Company or the
         Successor Company would be permitted to Incur at least $1.00 of
         additional Indebtedness pursuant to the first paragraph under Section
         1008; and

                  (4)      the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer, sale, lease or other
         disposition and, if a supplemental indenture is required in connection
         with such transaction, such supplemental indenture, complies with this
         Article and that all conditions precedent herein provided for relating
         to such transaction have been complied with, and, with respect to such
         Officer's Certificate, setting forth the manner of determination of the
         ability to Incur Indebtedness in accordance with Clause (3) of this
         Section 801, by the Company or, if applicable, 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 as an entirety 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, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                  ARTICLE 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

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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 1011 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

                  (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.

SECTION 902. Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of not less than a majority in
aggregate 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 (including any Special Interest), any
         Security, or reduce the principal amount thereof or the rate of
         interest (including any Special Interest) thereon or any premium
         payable thereon, or change the place of payment where, or the coin or
         currency in which, any Security or any premium or the interest
         (including any Special Interest) thereon is payable, or impair the
         right to institute suit for the enforcement of any such payment on or
         after the Stated Maturity thereof (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

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                  (2)      reduce the percentage in principal amount of the
         Outstanding Securities, the consent of whose Holders is required 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, Section
         513 or Section 1017, except to increase any such percentage 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)      following the mailing of an Offer with respect to an
         Offer to Purchase pursuant to Sections 1013 or 1015, 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 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 or the modifications
thereby of the trusts created by this Indenture, the Trustee shall receive, and
(subject to Section 601) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or 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, 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
shall conform to the requirements of the Trust Indenture Act.

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SECTION 906. Reference in Securities to Supplemental Indentures.

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article 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.

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 (including any Special 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.

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SECTION 1003. Money for Security Payments to be Held in Trust.

                  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 (including any Special 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 (including any
Special Interest) so becoming due until such sums 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.

                  Whenever the Company shall have one or more Paying Agents, it
will, prior to each due date of the principal of (and premium, if any) or
interest (including any Special Interest) on any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest (including any Special Interest) so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent 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,
that such Paying Agent will:

                  (1)      hold all sums held by it for the payment of the
         principal of (and premium, if any) or interest (including any Special
         Interest) on Securities in trust for the benefit of the Persons
         entitled thereto until such sums 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 (including any Special
         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 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 money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest (including any Special Interest) on any Security
and remaining unclaimed for two years after such principal (and premium, if any)
or interest (including any Special Interest) has become due and payable shall be
paid to the Company on Company

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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, shall 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
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 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 material 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 reasonably good condition, repair and
working order and supplied with all reasonably 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 reasonably
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, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Restricted Subsidiary of the Company 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: (i) 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 (ii) 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

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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 appropriate in the judgment of the Company in
accordance with good business practice.

SECTION 1008. Limitation on Consolidated Indebtedness.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, Incur any Indebtedness unless the Company's
Indebtedness to EBITDA Ratio at the end of the fiscal quarter immediately
preceding the Incurrence of such Indebtedness, after giving pro forma effect
thereto, is less than 7.0 to 1.

                  Notwithstanding the foregoing paragraph, 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 or otherwise
         arising under this Indenture;

                  (ii)     Indebtedness of the Company or any Restricted
         Subsidiary of the Company, as the case may be, under the Credit
         Facility (including any letters of credit issued thereunder) in an
         amount which, together with any amount remaining outstanding or
         committed under the Credit Facility, does not exceed $2.2 billion
         outstanding; provided, that this Clause (ii) shall not prohibit the
         Company or any Restricted Subsidiary of the Company from Incurring
         additional Indebtedness under the Credit Facility otherwise permitted
         pursuant to this Section 1008;

                  (iii)    the Incurrence by the Company or any Restricted
         Subsidiary of the Company of Acquired Indebtedness in connection with
         the acquisition of assets or a new Restricted Subsidiary and the
         Incurrence by a Restricted Subsidiary of the Company of Indebtedness as
         a result of the designation of an Unrestricted Subsidiary as a
         Restricted Subsidiary; provided, that in the case of any such
         Incurrence of Acquired Indebtedness, such Acquired Indebtedness was
         Incurred by the prior owner of such assets or such Restricted
         Subsidiary prior to such acquisition by the Company or a Restricted
         Subsidiary of the Company and was not Incurred in connection with, or
         in contemplation of, the acquisition by the Company or a Restricted
         Subsidiary of the Company; and provided, further, that in the case of
         any Incurrence pursuant to this Clause (iii), as a result of such
         acquisition by the Company or any Restricted Subsidiary of the Company,
         the Company and its Restricted Subsidiaries would be permitted to Incur
         an additional $1.00 of Indebtedness pursuant to the first paragraph of
         this Section 1008;

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                  (iv)     Indebtedness of the Company or any Restricted
         Subsidiary of the Company that is Incurred, outstanding or committed
         for the acquisition, construction, development, expansion or
         improvement by the Company or any Restricted Subsidiary of the Company
         of assets in the Wireless Communications Business or Capital Stock of
         any Person in the Wireless Communications Business; provided, that the
         amount of such Indebtedness at any time outstanding (together with any
         Acquired Indebtedness assumed in connection with the acquisition of
         such assets or Capital Stock) does not exceed 100% of the Fair Market
         Value of such assets or Capital Stock;

                  (v)      Indebtedness of the Company or any Wholly Owned
         Restricted Subsidiary of the Company owing to the Company or any Wholly
         Owned Restricted Subsidiary of the Company;

                  (vi)     Indebtedness of the Company or any Restricted
         Subsidiary of the Company to replace, renew, extend, refinance or
         refund any Indebtedness of the Company or any Restricted Subsidiary of
         the Company outstanding or committed on the date of the replacement,
         renewal, extension, refinancing or refunding other than Indebtedness
         Incurred pursuant to Clause (ii) or (v) of this Section 1008; provided,
         however, that such Indebtedness does not exceed the principal amount of
         outstanding or committed Indebtedness so replaced, renewed, extended,
         refinanced or refunded plus financing fees and other expenses
         associated therewith; provided, further, that (a) such replacing,
         renewing, extending, refinancing or refunding Indebtedness shall have
         no mandatory repayments or redemptions prior to the Indebtedness being
         replaced, renewed, extended, refinanced or refunded and (b) in the case
         of any replacing, renewing, extending, refinancing or refunding of
         Indebtedness pari passu to the Securities, the replacing, renewing,
         extending, refinancing or refunding Indebtedness is made pari passu or
         subordinated to the Securities and, in the case of any replacing,
         renewing, extending, refinancing or refunding of Indebtedness
         subordinated to the Securities, the replacing, extending, refinancing
         or refunding Indebtedness is made subordinate to the Securities to
         substantially the same extent as the Indebtedness replaced, renewed,
         extended, refinanced or refunded;

                  (vii)    Indebtedness Incurred by the Company or any
         Restricted Subsidiary of the Company under Interest Hedge Agreements to
         hedge permitted Indebtedness or Currency Hedging Agreements;

                  (viii)   Indebtedness of the Company or any Restricted
         Subsidiary of the Company under (or constituting reimbursement
         obligations with respect to) letters of credit, performance or surety
         bonds or similar instruments Incurred in the ordinary course of
         business, including letters of credit in respect of workers'
         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;

                  (ix)     Indebtedness arising from agreements providing for

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         indemnification, purchase price adjustments or similar obligations, or
         from Guarantees of letters of credit, surety bonds or performance bonds
         securing any obligation of the Company or any Restricted Subsidiary of
         the Company pursuant to such agreements, in any case Incurred in
         connection with the disposition of any business, assets or Restricted
         Subsidiary (other than Guarantees of Indebtedness Incurred by any
         Person acquiring all or any portion of such business, assets or
         Restricted Subsidiary 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 of the Company in connection with
         such disposition;

                  (x)      Indebtedness due and owing to governmental entities
         in connection with telecommunications license fees or Indebtedness
         Incurred to finance the payment of deposits with and licensing fees to
         the FCC in connection with FCC license auctions;

                  (xi)     Indebtedness of the Company or any of its Restricted
         Subsidiaries, as the case may be, that is outstanding or committed on
         the date of this Indenture; and

                  (xii)    Indebtedness of the Company or any Restricted
         Subsidiary of the Company that is outstanding or committed, other than
         Indebtedness permitted pursuant to Clauses (i) through (xi) above,
         which, together with any other outstanding Indebtedness Incurred
         pursuant to this Clause (xii), does not exceed $100 million at any time
         outstanding or committed.

                  For purposes of determining any particular amount of
Indebtedness under Clauses (i) through (xii) above, (i) Guarantees, Liens or
other obligations with respect to letters of credit supporting Indebtedness
otherwise included in the determination of such particular amount shall not be
included and (ii) any Liens granted pursuant to the equal and ratable provisions
of Section 1011 shall not be treated as Indebtedness.

                  For purposes of determining compliance with the Indebtedness
Incurrence restriction, in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness described in Clauses (i)
through (xii) above or would be entitled to be Incurred pursuant to the first
paragraph hereof, the Company, in its sole discretion, shall classify, and from
time to time may reclassify (in whole or in part), such item of Indebtedness and
shall only be required to include the amount and type of such Indebtedness in
one of such Clauses.

SECTION 1009. Limitation on Restricted Payments.

                  The Company (i) shall not, and shall not permit any Restricted
Subsidiary of the Company to, directly or indirectly, declare or pay any
dividend, or make any distribution, of any kind or character (whether in cash,
property or securities) in respect of any class of its or such Restricted
Subsidiary's Capital Stock or to the holders of any class of its or such
Restricted Subsidiary's Capital Stock (other than (a) any dividends or
distributions payable solely in shares of its or such Restricted Subsidiary's
Capital Stock

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or options, warrants or other rights to acquire its or such Restricted
Subsidiary's Capital Stock, (b) any declaration or payment of a dividend or
other distribution by a Restricted Subsidiary of the Company to the Company or
another Restricted Subsidiary of the Company or (c) any declaration or payment
of any dividends or other distributions by a Restricted Subsidiary of the
Company to the shareholders of such Restricted Subsidiary, so long as the
Company or its Restricted Subsidiaries receive their pro rata share of such
dividends or distributions); (ii) shall not, and shall not permit any Restricted
Subsidiary of the Company, directly or indirectly, to purchase, redeem or
otherwise acquire or retire for value (a) any shares of Capital Stock of the
Company or any Related Person (other than a Restricted Subsidiary of the
Company) of the Company or (b) any options, warrants or rights to purchase or
acquire shares of Capital Stock of the Company or any Related Person (other than
a Restricted Subsidiary of the Company) of the Company, in each case other than
pursuant to the cashless exercise of options; (iii) shall not make, or permit
any Restricted Subsidiary of the Company to make, any Investment in any
Affiliate, Related Person or any Person that following such Investment is an
Affiliate or Related Person (other than (a) a Restricted Subsidiary of the
Company, (b) an Investment in the Company or another Restricted Subsidiary of
the Company by a Restricted Subsidiary thereof (including a Person that becomes
a Restricted Subsidiary as a result of such Investment), (c) any purchase,
redemption, retirement or acquisition of shares of Capital Stock of any
Subsidiary where the purchase price for such Capital Stock is payable entirely
in Qualified Capital Stock of the Company or (d) any payment by any Restricted
Subsidiary of the Company of any loan, advance or other Indebtedness or other
amount owed by a Restricted Subsidiary of the Company to the Company or another
Restricted Subsidiary thereof); and (iv) shall not, and shall not permit any
Restricted Subsidiary of the Company to, redeem, defease (including, but not
limited to, legal or covenant defeasance), repurchase or otherwise acquire or
retire for value prior to any scheduled maturity, repayment or sinking fund
payment, Indebtedness of the Company or such Restricted Subsidiary which is
subordinate in right of payment to the Securities (the transactions described in
Clauses (i) through (iv) above being referred to herein as "Restricted
Payments"), if at the time thereof and giving effect thereto:

                  (a)      an Event of Default, or an event which with the lapse
of time or the giving of notice, or both, would constitute an Event of Default,
shall have occurred and is continuing;

                  (b)      the Company would not be permitted to Incur an
additional $1.00 of Indebtedness pursuant to the first paragraph of Section
1008; and

                  (c)      the aggregate of all Restricted Payments made on or
after the date of this Indenture exceeds the sum of:

                           (A)      Cumulative EBITDA less 1.6 times Cumulative
                  Interest Expense;

                           (B)      100% of the aggregate Affiliate and Related
                  Person Proceeds and Qualified Capital Stock Proceeds of the
                  Company after January 1, 2003;

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                           (C)      an amount equal to the sum of the amounts
                  received by the Company or a Restricted Subsidiary of the
                  Company resulting from: (i) payments of interest, dividends,
                  repayment of loans or advances, commissions or advances, or
                  other transfers or distributions of property made in each case
                  to the Company or any Restricted Subsidiary of the Company
                  from any Person (other than from a Restricted Subsidiary of
                  the Company) after January 1, 2003; (ii) the net cash proceeds
                  received after January 1, 2003 from the sale or disposition of
                  the Capital Stock or assets of an Unrestricted Subsidiary of
                  the Company, or from the liquidation of an Unrestricted
                  Subsidiary of the Company; (iii) the redesignation of any
                  Unrestricted Subsidiary of the Company as a Restricted
                  Subsidiary thereof, in which case the aggregate amount deemed
                  to be received by the Company or a Restricted Subsidiary of
                  the Company as a result of such redesignation shall be the
                  amount of the net reduction in Investments, which will not
                  exceed the amount of such Investments previously made by the
                  Company and its Restricted Subsidiaries in such Unrestricted
                  Subsidiary, as the case may be, that were treated as
                  Restricted Payments; and

                           (D)      $100 million.

                  The foregoing provision 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 (other than in the
case of Clause (ii)), by reason of:

                  (i) the payment of any dividend within 60 days after
declaration thereof if at the declaration date such payment would have complied
with this Section 1009;

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

                  (iii) Permitted Joint Venture Investments;

                  (iv) so long as the Credit Facility is in effect, Restricted
Payments permitted by the terms of the Credit Facility on the date of this
Indenture or, if more restrictive, on the date of the Restricted Payment;

                  (v) the redemption, repurchase or other acquisition or
retirement for value of any Indebtedness of the Company subordinated to the
Securities in exchange for or out of the proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary of the Company) of
Capital Stock of the Company (other than Disqualified Stock), or from the
Incurrence of Indebtedness permitted under Clause (vi) of Section 1008;

                  (vi) the redemption, repurchase or other acquisition or
retirement for value of any Capital Stock of the Company in exchange for or out
of the proceeds of the substantially concurrent sale (other to a Restricted
Subsidiary of the Company) of Capital Stock (other than Disqualified Stock) of
the Company;

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                  (vii) the redemption, repurchase or other acquisition or
retirement for value of any Capital Stock of the Company held by present or
former employees, officers or directors of the Company or any of its
Subsidiaries; provided, that the aggregate price paid for all such redeemed,
repurchased or otherwise acquired or retired Capital Stock shall not exceed $2.0
million in any fiscal year;

                  (viii) the redemption, repurchase or other acquisition or
retirement for value of any Capital Stock of the Company, to the extent
necessary in the good faith judgment of the Board of Directors of the Company
(evidenced by a Board Resolution delivered to the Trustee) to prevent the loss
or secure the renewal or reinstatement of any material license or franchise held
by the Company or any Restricted Subsidiary of the Company from any government
agency;

                  (ix) the repurchase of Indebtedness subordinated to the
Securities 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 or asset disposition; provided, that
the Company first makes an Offer to Purchase the Securities (and repurchases all
tendered Securities) pursuant to the provisions of Section 1015 (whether or not
a Change of Control has occurred for purposes of such Section 1015) or Section
1013 (whether or not an Asset Disposition has occurred for purposes of such
Section 1013);

                  (x) payments or distributions to dissenting stockholders
pursuant to applicable law in connection with a consolidation, merger or
transfer of assets that complies with Section 801;

                  (xi) the purchase or redemption of the Senior Subordinated
Notes, including any prepayment premium, financing fees and other expenses
associated therewith; and

                  (xii) so long as the Indebtedness to EBITDA Ratio at the end
of the fiscal quarter immediately preceding the relevant determination date,
after giving pro forma effect thereto, is less than 4.0 to 1, the distribution
or spin-off of all or a portion of the Capital Stock of one or more
international Unrestricted Subsidiaries of the Company to the stockholders of
the Company.

SECTION 1010. Limitations Concerning Distributions and Transfers By Restricted
              Subsidiaries.

                  The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, create or otherwise cause or suffer to exist or
become effective any consensual restriction or prohibition on the ability of any
Restricted Subsidiary of the Company (i) to pay, directly or indirectly,
dividends on 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

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pay any Indebtedness or other obligation owed to the Company or any Restricted
Subsidiary of the Company; (ii) to make any 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.

                  Notwithstanding the foregoing, the Company may, and may permit
any Restricted Subsidiary of the Company to, suffer to exist any such
restriction or prohibition pursuant to:

                  (i) (A) the Indebtedness permitted under the Credit Facility
pursuant to Clause (ii) of Section 1008 or (B) any agreement in effect on the
date of this Indenture;

                  (ii) an agreement entered into after the date of this
Indenture 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 no more restrictive in
the aggregate in any material respect than those contained in this Indenture;

                  (iii) an agreement relating to such Restricted Subsidiary or
assets acquired by it which was in effect prior to the date on which such
Restricted Subsidiary or assets were acquired by the Company other than in
connection with or in anticipation of such acquisition;

                  (iv) restrictions with respect solely to a Restricted
Subsidiary of the Company imposed pursuant to an agreement that was entered into
for the sale or disposition of all or substantially all of the Capital Stock or
assets of such Restricted Subsidiary; provided, that such restrictions apply
solely to the Capital Stock or assets of such Restricted Subsidiary being sold;

                  (v) an agreement relating to Indebtedness permitted to be
Incurred pursuant to Clause (iv) of Section 1008 to the extent such restriction
or prohibition relates to the property relating to such Indebtedness;

                  (vi) customary provisions in joint venture agreements to the
extent such provisions relate to the activities and assets of a Permitted Joint
Venture; or

                  (vii) an agreement effecting an amendment, supplement,
restatement, replacement, renewal, extension, refinancing or refunding of any
agreement described in Clauses (i) through (vi) above; provided, however, that
the provisions contained in such amendment, supplement, restatement,
replacement, renewal, extension, refinancing or refunding agreement relating to
such encumbrance or restriction are no more restrictive in the aggregate in any
material respect than the provisions contained in the agreement the subject
thereof.

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SECTION 1011. Limitation on Liens.

                  (a)      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 is pari passu or subordinated 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 or assets for so long as such Indebtedness will be so secured; or
(ii) in the event such Indebtedness is Indebtedness of the Company which is
subordinate in right of payment to the Securities, prior to such Indebtedness as
to such property or assets for so long as such Indebtedness will be so secured.

                  (b)      The foregoing restrictions shall not apply to:

                                   (i) Liens existing in respect of any
                           Indebtedness (A) that is permitted under the Credit
                           Facility pursuant to Clause (ii) of Section 1008 or
                           (B) that exists on the date of this Indenture;

                                   (ii) 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;

                                   (iii) 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, development, expansion or improvement
                           of the equipment or other property subject to such
                           Liens; provided, however, that (a) the principal
                           amount of any Indebtedness secured by such a Lien
                           does not exceed 100% of such purchase price or cost,
                           (b) such Lien does not extend to or cover any other
                           property other than such item of property or any
                           improvements on such item and (c) the Incurrence of
                           such Indebtedness is otherwise permitted by Section
                           1008;

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

                                   (v) Liens on any Capital Stock or assets of
                           any Unrestricted Subsidiary of the Company securing
                           Indebtedness of such Subsidiary that is Non-Recourse
                           Indebtedness;

                                   (vi) Liens to secure the performance of
                           statutory obligations, performance or surety bonds or
                           other obligations of a like nature Incurred in the
                           ordinary course of business (other than obligations
                           for the payment of money);

                                   (vii) Liens for taxes, assessments or
                           governmental

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                           charges or claims that are not yet delinquent or that
                           are being contested in good faith by appropriate
                           proceedings promptly instituted and diligently
                           conducted; provided, that any reserve or other
                           appropriate provision as shall be required in
                           conformity with generally accepted accounting
                           principles shall have been made therefor;

                                    (viii) 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
                           by appropriate proceedings; provided, that any
                           reserve or other appropriate provision as shall be
                           required in conformity with generally accepted
                           accounting principles shall have been made therefor;

                                    (ix) Liens securing Interest Hedge
                           Agreements or Currency Hedging Agreements;

                                    (x) Liens securing any Indebtedness of any
                           of the Restricted Subsidiaries of the Company that
                           was permitted to be Incurred under Section 1008; or

                                    (xi) Liens to secure Indebtedness to
                           replace, extend, renew, refinance or refund (or
                           successive replacements, extensions, renewals,
                           refinancings or refundings), in whole or in part,
                           Indebtedness secured by any Lien referred to in the
                           foregoing Clauses (i), (iii), (iv), (v), (ix) and (x)
                           so long as such Lien does not extend to any other
                           property and the principal amount of Indebtedness so
                           secured is not increased except as otherwise
                           permitted under Clause (ii) or (vi) of Section 1008.

SECTION 1012. Limitation on Transactions with Affiliates and Related Persons.

                  The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, directly or indirectly, 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 $5 million, with or to any Affiliate or Related Person (other than a
Restricted Subsidiary of the Company), unless a majority of the disinterested
members of the Board of Directors of the Company shall determine, evidenced by a
Board Resolution that:

                  (1)      such transaction is in the best interests of the
         Company or such Restricted Subsidiary; and

                  (2)      such transaction is on terms no less favorable to the
         Company or such Restricted Subsidiary than those which might be
         obtained in an arm's length transaction with a third party at the time.

                  The foregoing provisions will not apply to the following: (i)
transactions between or among the Company and/or any of its Restricted
Subsidiaries; (ii) Restricted

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Payments permitted under Section 1009; (iii) the payment of reasonable and
customary fees paid to, and indemnity provided on behalf of, officers,
directors, employees or consultants of the Company or any Restricted Subsidiary
of the Company; and (iv) any agreement as in effect on the date of this
Indenture or any amendment, supplement, restatement, replacement, renewal,
extension, refinancing or refunding thereof or thereto (so long as any such
amendment, supplement, restatement, replacement, renewal, extension, refinancing
or refunding is not disadvantageous to the Holders of the Securities in any
material respect) or any transaction contemplated thereby.

SECTION 1013. Limitation on Certain Asset Dispositions.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary of the Company to, make any Asset Disposition in one or
more related transactions that would result in aggregate net proceeds in excess
of $10 million unless: (i) the consideration received at the time of such Asset
Disposition is at least equal to the Fair Market Value of the assets as
determined by the Board of Directors of the Company (which determination will be
evidenced by a Board Resolution); (ii) (A) at least 75% of the consideration
received consists of cash or readily marketable cash equivalents or the
assumption of Indebtedness of the Company or any Restricted Subsidiary of the
Company or (B) 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, the consideration paid to the Company or such Restricted Subsidiary
consists of assets or Capital Stock of a Wireless Communications Business; and
(iii) all the Net Available Proceeds shall be applied (a) first, to the payment
of Indebtedness (or Indebtedness of such Restricted Subsidiary, as the case may
be) then outstanding under the Credit Facility or which is secured by the
property subject to such Asset Disposition; (b) second, to make an Offer to
Purchase any Outstanding Securities at a purchase price equal to 100% of the
aggregate principal amount of the Securities being repurchased plus accrued and
unpaid interest and Special Interest, if any, to but excluding the Purchase Date
and any other offer to purchase required under the terms of Indebtedness that is
pari passu to the Securities, on a pro rata basis; and (c) third, to the
repayment of other Indebtedness of the Company or a Restricted Subsidiary of the
Company.

                  (b)      Notwithstanding Clause (iii) of the preceding
paragraph, the Company shall not be required to repay any Indebtedness (or
Indebtedness of such Restricted Subsidiary, as the case may be) then outstanding
under the Credit Facility or which is secured by the property subject to such
Asset Disposition, to make an Offer to Purchase any Outstanding Securities or to
repay any other Indebtedness with the proceeds of any Asset Disposition to the
extent that the Net Available Proceeds from any Asset Disposition are invested
within 365 days of such Asset Disposition in assets or an entity in the Wireless
Communications Business or the Company or a Restricted Subsidiary of the Company
shall have entered into a binding agreement to invest in such assets or entity
and such investment shall have been consummated within eighteen months of such
Asset Disposition.

                  (c)      For purposes of the foregoing, "Net Available
Proceeds" means the aggregate amount of cash (including any other consideration
that is converted into cash)

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received by the Company or a Restricted Subsidiary of the Company in respect of
such an Asset Disposition, less the sum of (i) all fees, commissions and other
expenses Incurred in connection with such Asset Disposition, including the
amount of income taxes required to be paid by the Company or a Restricted
Subsidiary of the Company in connection therewith, and (ii) the aggregate amount
of cash so received which is used to retire any existing Indebtedness of the
Company or a Restricted Subsidiary of the Company which is required to be repaid
in connection therewith.

                  (d)      In the event that the Company is required to
repurchase or to redeem Securities pursuant to Clause (a)(iii) above, the
Company will mail the Offer for an Offer to Purchase required pursuant to
Section 1013(a) not more than 30 days after the expiration of the 365-day or
18-month period referred to in Section 1013(a). The aggregate principal amount
of the Securities to be offered to be purchased pursuant to the Offer to
Purchase shall equal the Net Available Proceeds (rounded down to the next lowest
integral multiple of $1,000). Each Holder shall be entitled to tender all or any
portion of the Securities owned by such Holder pursuant to the Offer to
Purchase, subject to the requirement that any portion of a Security tendered
must be tendered in an integral multiple of $1,000 principal amount.

                  (e)      The Company shall not be entitled to any credit
against its obligations under this Section 1013 for the principal amount of any
Securities acquired by the Company otherwise than pursuant to the Offer to
Purchase pursuant to this Section 1013.

                  (f)      Not later than the date of the Offer with respect to
an Offer to Purchase pursuant to this Section 1013, the Company shall deliver to
the Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the
allocation of the Net Available Proceeds from the Asset Disposition pursuant to
which such Offer is being made, including, if amounts are invested in assets or
an entity in the Wireless Communications Business, the actual assets or entity
acquired and (iii) the compliance of such allocation with the provisions of
Section 1013(a).

                  (g)      The Company and the Trustee shall perform their
respective obligations specified in the Offer to Purchase. On or prior to 10:00
a.m. New York City time on the Purchase Date, the Company shall (i) accept for
payment (on a pro rata basis, if necessary) Securities or portions thereof
tendered pursuant to the Offer, (ii) deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) money sufficient to pay the purchase price of all
Securities or portions thereof so accepted and (iii) deliver or cause to be
delivered to the Trustee all Securities so accepted together with an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent (or the Company, if so acting) shall promptly mail
or deliver to Holders of Securities so accepted payment in an amount equal to
the purchase price, and the Trustee shall promptly authenticate and deliver to
such Holders a new Security equal in principal amount to any unpurchased portion
of the Security surrendered. Any Security not accepted for payment shall be
promptly mailed or delivered by the Company to the

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Holder thereof. The Company shall publicly announce the results of the Offer on
or as soon as practicable after the Purchase Date.

                  (h)      Notwithstanding the foregoing, this Section 1013
shall not apply to any Asset Disposition which constitutes a transfer,
conveyance, sale, lease or other disposition of all or substantially all of the
Company's properties or assets within the meaning of Section 801 hereof.

SECTION 1014. Limitation on Issuances and Sales of Capital Stock of Wholly Owned
              Restricted Subsidiaries.

                  Subject to the requirements of Section 801 (if applicable),
the Company (i) shall not, and shall not permit any Wholly Owned Restricted
Subsidiary of the Company to, transfer, convey, sell, lease or otherwise dispose
of any Capital Stock of such Wholly Owned Restricted Subsidiary or any other
Wholly Owned Restricted Subsidiary of the Company to any Person (other than the
Company or a Wholly Owned Restricted Subsidiary of the Company) unless such
transfer, conveyance, sale, lease or other disposition is of all the Capital
Stock of such Wholly Owned Restricted Subsidiary and the Net Available Proceeds
from such transfer, conveyance, sale, lease or other disposition are applied in
accordance with Section 1013 (including the provisions thereof relating to the
application of the Net Available Proceeds therefrom) and (ii) shall not permit
any Wholly Owned Restricted Subsidiary of the Company to issue shares of its
Capital Stock (other than directors' qualifying shares or to the Company or a
Wholly Owned Restricted Subsidiary of the Company), or securities convertible
into, or warrants, rights or options to subscribe for or purchase shares of, its
Capital Stock to any Person unless such issuance is of all the Capital Stock of
such Wholly Owned Restricted Subsidiary and the Net Available Proceeds from such
issuance are applied in accordance with Section 1013 (including the provisions
thereof relating to the application of the Net Available Proceeds therefrom).

SECTION 1015. 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 1015 and this
Indenture. Subject to the compliance by the Company with the requirements of
paragraph (d) of this Section 1015, 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 their aggregate principal amount
plus accrued and unpaid interest and Special Interest, if any, to but excluding
the Purchase Date (provided, however, that installments of interest whose Stated
Maturity is on or prior to the Purchase Date shall be payable to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant record dates according to their terms and
the provisions of Section 308). Each Holder shall be entitled to tender all or
any portion of the Securities

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owned by such Holder pursuant to the Offer to Purchase, subject to the
requirement that any portion of a Security tendered must be tendered in an
integral multiple of $1,000 principal amount.

                  (b)      The Company and the Trustee shall perform their
respective obligations specified in the Offer to Purchase. Prior to the Purchase
Date, the Company shall (i) accept for payment Securities or portions thereof
tendered pursuant to the Offer, (ii) deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) money sufficient to pay the purchase price of all
Securities or portions thereof so accepted and (iii) deliver or cause to be
delivered to the Trustee all Securities so accepted together with an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and deliver to such Holders a new Security
or Securities equal in principal amount to any unpurchased portion of the
Security surrendered as requested by the Holder. Any Security not accepted for
payment shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Offer on or as
soon as practicable after the Purchase Date.

                  (c)      "Change of Control" means (i) directly or indirectly
a sale, transfer or other conveyance of all or substantially all the assets of
the Company, on a consolidated basis, to any "person" or "group" (as such terms
are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether
or not applicable), excluding transfers or conveyances to or among the Company's
Wholly Owned Restricted Subsidiaries, as an entirety or substantially as an
entirety in one transaction or series of related transactions, in each case with
the effect that any Person or group of Persons that are not Stanton Entities or
Affiliates of the Stanton Entities own more than 50% of the total Voting Power
of the transferee entity immediately after such transaction; provided, that no
Change of Control shall be deemed to occur pursuant to this Clause (i) if the
transferee entity is a Person with outstanding debt securities having a maturity
at original issuance of at least one year and if such debt securities are rated
Investment Grade by S&P and Moody's for a period of at least 90 consecutive
days, beginning on the date of such event (which period will be extended up to
90 additional days for as long as the rating of such debt securities is under
publicly announced consideration for possible downgrading by the applicable
rating agency); (ii) any "person" or "group" (as such terms are used for
purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not
applicable), other than the Stanton Entities or Affiliates of the Stanton
Entities, is or becomes the "beneficial owner" (as that term is used in Rules
13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that a
Person shall be deemed to have "beneficial ownership" of all shares that any
such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 50% of the total Voting Power of the Company; provided, that no Change of
Control shall be deemed to occur pursuant to this Clause (ii) if such Person or
group of Persons is a Person with outstanding debt securities having a maturity
at original issuance of at least one year and if such debt securities are rated
investment Grade by S&P and Moody's for a period of at least 90 consecutive
days, beginning on the date of

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<PAGE>

such event (which period will be extended up to 90 additional days for as long
as the rating of such debt securities is under publicly announced consideration
for possible downgrading by the applicable rating agency); or (iii) 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 a majority
of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved), cease for any reason to constitute a majority of the Board of
Directors of the Company then in office.

                  (d)      Prior to the time required for the mailing of an
Offer to Purchase pursuant to paragraph (a), the Company will in good faith (i)
seek to obtain any required consent of the lenders under the Credit Facility so
as to permit the making of the Offer to Purchase and the purchase of Securities
pursuant to this Section 1015, or (ii) seek to repay all or a portion of the
lenders under the Credit Facility to the extent necessary (including, if
necessary, payment in full of such Indebtedness and payment of any prepayment
premiums, fees, expenses or penalties) to permit the making of the Offer to
Purchase and the purchase of Securities pursuant to this Section 1015 without
such consent or (iii) if such Indebtedness is not then prepayable to such
extent, make an offer to the lenders under the Credit Facility from which
consent is required and cannot be obtained to repay such Indebtedness in full
for an amount equal to the outstanding principal balance thereof and accrued
interest to the date of repayment, plus any fees, expenses and penalties
required pursuant to the instruments governing such Indebtedness, plus, in the
event such Indebtedness is subsequently prepayable at a premium, the premium
payable when such Indebtedness is first prepayable, and repay any lender who
accepts such Offer. Following compliance by the Company with the requirements of
the foregoing sentence and assuming that the required consent has been obtained
or that the Indebtedness under the Credit Facility has been repaid, the Company
shall, within the time required for the mailing of an Offer with respect to an
Offer to Purchase pursuant to Clause (a) above, mail such Offer.

SECTION 1016. Statement by Officers as to Default; Compliance Certificates.

                  (a)      The Company will deliver to the Trustee, within 90
days after the end of each fiscal year, and within 60 days after the end of each
fiscal quarter (other than the fourth fiscal quarter), 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 is in default in the
performance and observance of any of the terms, provisions and conditions of
Section 801 or Sections 1004 to 1015, inclusive, 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 5 days after the Company becomes 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

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Event of Default or default, the period of existence thereof and the action
which 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 a
default has come to their attention, specifying the nature and period of the
existence thereof.

SECTION 1017. Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Section 801 and Sections 1004 to 1015, 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 any 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, 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 Holder tendering Securities pursuant
to such Offer, and the Company may not omit to comply with the terms of such
Offer as to such Holder.

SECTION 1018. Provision of Financial Information.

                  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 Securities constitute Restricted
Securities, it will take all actions necessary to permit resales of the Original
Securities (or any successor securities) to be made pursuant to Rule 144A,
including furnishing to any Holder of such a Security (or a beneficial interest
therein), or to any prospective purchaser designated by such Holder, upon the
request of such Holder, such financial and other information as may be required
to be delivered under paragraph (d)(4) of Rule 144A to permit such resales.

SECTION 1019. Special Interest Notice.

                  In the event that the Company is required to pay Special
Interest to Holders of the Securities pursuant to the Exchange and Registration
Rights Agreement, the Company will provide notice ("SPECIAL INTEREST NOTICE") to
the Trustee of its obligation to pay such Special Interest no later than fifteen
days prior to the proposed payment date for such Special Interest, and the
Special Interest Notice shall set forth the amount of such Special Interest to
be paid by the Company on such payment date. The Trustee shall not at any time
be under any duty or responsibility to any Holder of the

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Securities to determine the amount of Special Interest, or with respect to the
nature, extent, or calculation of the amount of Special Interest owed, or with
respect to the method employed in such calculation of Special Interest.

                                 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 hereinbefore set forth together with accrued and unpaid
interest and Special Interest, if any, to but excluding the Redemption Date.

SECTION 1102. Applicability of Article.

                  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.

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 45 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 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities not
previously called for redemption, by: (i) if the Securities are listed on any
national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Securities are listed or
(ii) if the Securities are not listed on any national securities exchange, on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate. In any proration pursuant to this Section, 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.

                                       89

<PAGE>

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

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

SECTION 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 identify the Securities to be
redeemed (including CUSIP numbers) and 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. Notices
of redemption may not be conditional.

SECTION 1106. Deposit of Redemption Price.

                  Prior to 10:00 a.m. New York City time on 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 (including any Special Interest) on, all the Securities which
are to be redeemed on that date.

                                       90

<PAGE>

SECTION 1107. Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so 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 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 an 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, 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 and to have satisfied all its other obligations

                                       91

<PAGE>

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 (including any Special
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.

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 1015, inclusive, and Clauses (2), (3)
and, with respect to the requirement to provide an Officers' Certificate setting
forth the manner of determination of the ability to Incur Indebtedness in
accordance with Clause (3) thereof, (4) of Section 801 and (ii) the occurrence
of an event specified in Sections 501(3), 501(4) (with respect to Clauses (2),
(3) and, with respect to the requirement to provide an Officers' Certificate
setting forth the manner of determination of the ability to Incur Indebtedness
in accordance with Clause (3) thereof, (4) of Section 801), 501(5) (with respect
to any of Sections 1005 through 1015, inclusive), 501(6) and 501(7) shall not be
deemed to be an Event of Default on and after the date the conditions set forth
below are satisfied (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, whether directly or indirectly by reason of
any reference elsewhere herein to 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

                                       92
<PAGE>

         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 (including any Special Interest) 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 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 of 1933, as
         amended) as custodian with respect to any such U.S. Government
         Obligation or a specific payment of principal of or interest on any
         such U.S. Government Obligation held by such custodian for the account
         of the holder of such depository receipt; provided, that (except as
         required by law) such custodian is not authorized to make any deduction
         from the amount payable to the holder of such depository receipt from
         any amount received by the custodian in respect of the U.S. Government
         Obligation or the specific payment of principal of or interest on the
         U.S. Government Obligation evidenced by such depository receipt.

                  (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 and covenant defeasance had
         not occurred.

                                       93
<PAGE>

                  (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 which 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
         subsections 501(8) and (9) are 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 provided for relating to either the defeasance
         under Section 1202 or the covenant defeasance under Section 1203 (as
         the case may be) have been complied with.

                  (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 (including any Special 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.

                                       94
<PAGE>

                  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 (including any Special
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.

                                       95
<PAGE>

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

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

                                    WESTERN WIRELESS CORPORATION

                                    By  /s/ M. Wayne Wisehart
                                       -----------------------------------------
                                       Name: M. Wayne Wisehart
                                       Title: Executive Vice President and
                                              Chief Financial Officer

                                    THE BANK OF NEW YORK

                                    By   /s/ Michael Pitfick
                                       ----------------------------------
                                       Name: Michael Pitfick
                                       Title: Assistant Vice President

                                       96
<PAGE>

                                                   ANNEX A -- Form of Regulation
                                                   S Certificate

                            REGULATION S CERTIFICATE

                  (For transfers pursuant to Section 306(b)(i), (iii) and (v) of
the Indenture)

The Bank of New York, as Trustee
101 Barclay Street, Floor 8 West
New York, New York 10286
Attn: Corporate Trust Administration

                  Re:      9.250% Senior Notes due 2013 of Western Wireless
                           Corporation (the "Securities")

                  Reference is made to the Indenture, dated as of July 16, 2003
(the "Indenture"), from Western Wireless Corporation (the "Company") to The Bank
of New York, as Trustee. Terms used herein and defined in the Indenture or in
Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), are used herein as so defined.

                  This certificate relates to U.S. $_______________ principal
amount of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

                  CUSIP No(s)._____________________________

                  CERTIFICATE No(s). ______________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

                  The Owner has requested that the Specified Securities be
transferred to a person (the "Transferee") who will take delivery in the form of
a Regulation S Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

                                       A-1
<PAGE>

                  (1)      Rule 904 Transfers. If the transfer is being effected
         in accordance with Rule 904:

                           (A)      the Owner is not a distributor of the
                  Securities, an affiliate of the Company or any such
                  distributor or a person acting on behalf of any of the
                  foregoing;

                           (B)      the offer of the Specified Securities was
                  not made to a person in the United States;

                           (C)      either:

                                    (i)      at the time the buy order was
                  originated, the Transferee was outside the United States or
                  the Owner and any person acting on its behalf reasonably
                  believed that the Transferee was outside the United States, or

                                    (ii)     the transaction is being executed
                  in, on or through the facilities of the Eurobond market, as
                  regulated by the International Securities Market Association,
                  or another designated offshore securities market and neither
                  the Owner nor any person acting on its behalf knows that the
                  transaction has been prearranged with a buyer in the United
                  States;

                           (D)      no directed selling efforts have been made
                  in the United States by or on behalf of the Owner or any
                  affiliate thereof;

                           (E)      if the Owner is a dealer in securities or
                  has received a selling concession, fee or other remuneration
                  in respect of the Specified Securities, and the transfer is to
                  occur during the Restricted Period, then the requirements of
                  Rule 904(b)(1) have been satisfied;

                           (F)      if the Owner is an officer or director of
                  the Company or a distributor, and is an affiliate of the
                  Company or a distributor solely by virtue of holding such
                  position, no selling concession, fee or other remuneration is
                  paid in connection with such offer or sale other than the
                  usual and customary broker's commission that would be received
                  by a person executing such transaction as agent; and

                           (G)      the transaction is not part of a plan or
                  scheme to evade the registration requirements of the
                  Securities Act.

                  (2)      Rule 144 Transfers. If the transfer is being effected
         pursuant to Rule 144:

                           (A)      the transfer is occurring after a holding
                  period of at least one year (computed in accordance with
                  paragraph (d) of Rule 144) has elapsed since the Specified
                  Securities were last acquired from the Company or from an
                  affiliate of the Company, whichever is later, and is

                                      A-2

<PAGE>
                  being effected in accordance with the applicable volume,
                  manner of sale and notice requirements of Rule 144; or

                          (B)      the transfer is occurring after a holding
                  period of at least two years has elapsed since the Specified
                  Securities were last acquired from the Company or from an
                  affiliate of the Company, whichever is later, and the Owner is
                  not, and during the preceding three months has not been, an
                  affiliate of the Company.

                                      A-3
<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the Purchasers.

Date:                          _______________________________________________
                               (Print the name of the Undersigned, as such
                               term is defined in the second paragraph of this
                               certificate.)

                               By: ____________________________________________
                                    Name:
                                    Title:

                                    (If the Undersigned is a corporation,
                                    partnership or fiduciary, the title of the
                                    person signing on behalf of the
                                    Undersigned must be stated.)

                                      A-4

<PAGE>

                                                   ANNEX B -- Form of Restricted
                                                   Securities Certificate

                        RESTRICTED SECURITIES CERTIFICATE

                  (For transfers pursuant to Sections 306(b)(ii), (iii), (iv)
and (v) of the Indenture)

The Bank of New York, as Trustee
101 Barclay Street, Floor 8 West
New York, New York 10286
Attn: Corporate Trust Administration

                  Re:      9.250% Senior Notes due 2013 of Western Wireless
                           Corporation (the "Securities")

                  Reference is made to the Indenture, dated as of July 16, 2003
(the "Indenture"), from Western Wireless Corporation (the "Company") to The Bank
of New York, as Trustee. Terms used herein and defined in the Indenture or in
Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), are used herein as so defined.

                  This certificate relates to U.S. $_______________ principal
amount of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

                  CUSIP No(s). ___________________________

                  CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

                  The Owner has requested that the Specified Securities be
transferred to a person (the "Transferee") who will take delivery in the form of
a Restricted Security or, if pursuant to Rule 144, in the form of a Security
bearing no Securities Act Legend pursuant to Section 306(c). In connection with
such transfer, the Owner hereby certifies that, unless such transfer is being
effected pursuant to an effective registration statement under the Securities
Act, it is being effected in accordance with Rule 144A or Rule 144 under the
Securities Act and all applicable securities laws of the states of the United
States and other jurisdictions. Accordingly, the Owner hereby further certifies
as follows:

                                      B-1
<PAGE>

                  (1)      Rule 144A Transfers. If the transfer is being
         effected in accordance with Rule 144A:

                           (A)      the Specified Securities are being
                  transferred to a person that the Owner and any person acting
                  on its behalf reasonably believe is a "qualified institutional
                  buyer" within the meaning of Rule 144A, acquiring for its own
                  account or for the account of a qualified institutional buyer;
                  and

                           (B)      the Owner and any person acting on its
                  behalf have taken reasonable steps to ensure that the
                  Transferee is aware that the Owner may be relying on Rule 144A
                  in connection with the transfer; and

                  (2)      Rule 144 Transfers. If the transfer is being effected
         pursuant to Rule 144:

                           (A)      the transfer is occurring after a holding
                  period of at least one year (computed in accordance with
                  paragraph (d) of Rule 144) has elapsed since the Specified
                  Securities were last acquired from the Company or from an
                  affiliate of the Company, whichever is later, and is being
                  effected in accordance with the applicable volume, manner of
                  sale and notice requirements of Rule 144; or

                           (B)      the transfer is occurring after a holding
                  period of at least two years has elapsed since the Specified
                  Securities were last acquired from the Company or from an
                  affiliate of the Company, whichever is later, and the Owner is
                  not, and during the preceding three months has not been, an
                  affiliate of the Company.

                                      B-2

<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the Purchasers.

Date:                          _______________________________________________
                               (Print the name of the Undersigned, as such
                               term is defined in the second paragraph of this
                               certificate.)

                               By: ___________________________________________
                                    Name:
                                    Title:

                                    (If the Undersigned is a corporation,
                                    partnership or fiduciary, the title of the
                                    person signing on behalf of the
                                    Undersigned must be stated.)

                                      B-3

<PAGE>

                                                 ANNEX C -- Form of Unrestricted
                                                 Securities Certificate

                       UNRESTRICTED SECURITIES CERTIFICATE

                  (For removal of Securities Act Legends pursuant to Section
306(c))

The Bank of New York, as Trustee
101 Barclay Street, Floor 8 West
New York, New York 10286
Attn: Corporate Trust Administration

                  Re:      9.250% Senior Notes due 2013 of Western Wireless
                           Corporation (the "Securities")

                  Reference is made to the Indenture, dated as of July 16, 2003
(the "Indenture"), from Western Wireless Corporation (the "Company") to The Bank
of New York, as Trustee. Terms used herein and defined in the Indenture or in
Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), are used herein as so defined.

                  This certificate relates to U.S. $_______________ principal
amount of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

                  CUSIP No(s). ___________________________

                  CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

                  The Owner has requested that the Specified Securities be
exchanged for Securities bearing no Securities Act Legend pursuant to Section
306(c) of the Indenture. In connection with such exchange, the Owner hereby
certifies that the exchange is occurring after a holding period of at least two
years (computed in accordance with paragraph (d) of Rule 144) has elapsed since
the Specified Securities were last acquired from the Company or from an
affiliate of the Company, whichever is later, and the Owner is not, and during
the preceding three months has not been, an affiliate of the Company. The Owner
also acknowledges that any future transfers of the Specified

                                      C-1

<PAGE>

Securities must comply with all applicable securities laws of the states of the
United States and other jurisdictions.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the Purchasers.

Date:                            _______________________________________________
                                (Print the name of the Undersigned, as such
                                term is defined in the second paragraph of this
                                certificate.)

                                By: ____________________________________________
                                     Name:
                                     Title:

                                     (If the Undersigned is a corporation,
                                     partnership or fiduciary, the title of the
                                     person signing on behalf of the
                                     Undersigned must be stated.)


                                      C-2