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                                                                     EXHIBIT 4.2



                        VOICESTREAM WIRELESS CORPORATION
                    VOICESTREAM WIRELESS HOLDINGS CORPORATION

                                       To

                 HARRIS TRUST COMPANY OF CALIFORNIA, AS TRUSTEE


                                    Indenture

                          Dated as of November 9, 1999

                              Up to $2,200,000,000

                          10-3/8% Senior Notes Due 2009
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      INDENTURE, dated as of November 9, 1999, between (i) VoiceStream Wireless
Corporation, a corporation duly organized and existing under the laws of the
State of Washington ("VoiceStream") and VoiceStream Wireless Holding
Corporation, a corporation duly incorporated and existing under the laws of the
State of Delaware ("VoiceStream Holdings")(unless otherwise provided by Section
803, VoiceStream and VoiceStream Holdings shall hereinafter be referred to as
the "Issuers"), each having its principal office at 3650 131st Avenue SE,
Bellevue, Washington 98006, and (ii) Harris Trust Company of California, a trust
company duly organized and existing under the laws of the State of California,
as Trustee (the "Trustee").

                             RECITALS OF THE ISSUER

      The Issuers have duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of up to $2,200,000,000
aggregate principal amount of their 10-3/8% Senior Notes Due 2009 (the
"Securities") of substantially the tenor and amount hereinafter set forth.

      All things necessary to make the Securities, when executed by the Issuers
and authenticated and delivered hereunder and duly issued by the Issuers, the
valid obligations of the Issuers, and to make this Indenture a valid agreement
of the Issuers, 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

                                   ARTICLE 1
                       DEFINITIONS AND OTHER PROVISIONS OF
                               GENERAL APPLICATION

      Section 1.1. Definitions.

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

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

      -     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;

      -     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
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            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;

      -     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 Issuers or one of their Wholly Owned Restricted
            Subsidiaries; and

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

      Certain terms, used principally in Article Six, are defined in that
Article.

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

      -     Indebtedness of any other Person existing at the time such other
            Person is merged with or into or became a Subsidiary of such
            specified Person, 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

      -     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.

      "Adjusted Treasury Rate" will be determined on the third business day
preceding any applicable redemption date and is the sum of:

      -     the arithmetic mean of the yields under the heading "Week Ending"
            published in the Statistical Release most recently published prior
            to the date of determination under the caption "Treasury Constant
            Maturities" for the maturity (rounded to the nearest month)
            corresponding to the remaining life to maturity, as of the
            redemption date, of the principal being redeemed; and

      -     0.50%;

provided, however, that if no maturity set forth under such heading exactly
corresponds to the maturity of such principal, yields for the two published
maturities most closely corresponding to the maturity of such principal will be
calculated as provided immediately above, and the Adjusted Treasury Rate will be
interpolated or extrapolated


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from such yields on a straight-line basis, rounding in each of the relevant
periods to the nearest month.

      "Administrative Agent" means the Person or Persons designated as such
under the Credit Facility or, if the Omnipoint Reorganization is completed, the
Anticipated New Credit Facility.

      "Aerial" means Aerial Communications, Inc., a Delaware corporation.

      "Aerial Reorganization" means the reorganization and related transactions
contemplated by the Agreement and Plan of Reorganization, dated as of September
17, 1999, among VoiceStream, VoiceStream Holdings, VoiceStream Subsidiary II
Corporation, Aerial and Telephone and Data Systems, Inc.

      "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.

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

      "Anticipated New Credit Facility" means the new credit facility to be
entered into upon and assuming completion of the Omnipoint Reorganization by a
wholly-owned subsidiary of VoiceStream Holdings, together with a subsidiary of
Omnipoint, which the Issuers are currently negotiating with a consortium of
lenders, but for which the Issuers have not received commitments.

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

      "Asset 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
Subsidiaries 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 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 Subsidiary of
such Person, (ii) substantially all of the assets of such Person or any of its
Subsidiaries representing a division or line of business or (iii) other assets
or rights of such Person or any of its Subsidiaries.

      Notwithstanding the preceding, the following items shall not be deemed to
be Asset Dispositions:


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      -     any single transaction or series of related transactions that (a)
            involves assets having a Fair Market Value of less than $15 million;
            or (b) results in net proceeds to either Issuer or any of its
            respective Restricted Subsidiaries of less than $15 million;

      -     a Restricted Payment that is permitted under Section 1010;

      -     sales or other dispositions of inventory in the ordinary course of
            business and of receivables;

      -     substantially simultaneous exchanges by either Issuer or any of its
            Restricted Subsidiaries of Telecommunications Assets for other
            Telecommunications Assets, provided that the Telecommunications
            Assets received by such Issuer or such Restricted Subsidiary have at
            least substantially equal or greater value to such Issuer or such
            Restricted Subsidiary (as determined by the Board of Directors whose
            good faith determination shall be conclusive and evidenced by a
            Board Resolution);

      -     any sale or other disposition of any or all the Capital Stock of an
            Unrestricted Subsidiary; or

      -     any sale or other disposition of Temporary Cash Investments.

Additionally, the contribution of Telecommunications Assets to an Unrestricted
Subsidiary whereby an Issuer or a Restricted Subsidiary of an Issuer receives
Capital Stock of an Unrestricted Subsidiary shall be deemed a Restricted Payment
only and shall not be deemed an Asset Disposition.

      "Attributable Value" means, as to any particular lease under which any
Person is at the time liable other than a Capital Lease Obligation, and at any
date as of which the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during the initial term
thereof as determined in accordance with generally accepted account principles,
discounted from the last date of such initial term to the date of determination
at a rate per annum equal to the discount rate which would be applicable to a
Capital Lease Obligation with like term in accordance with generally accepted
accounting principles. The net amount of rent required to be paid under any such
lease for any such period shall be the aggregate amount of rent payable by the
lessee with respect to such period after excluding amounts required to be paid
on account of insurance, taxes, assessments, utility, operating and labor costs
and similar charges. In the case of any lease which is terminable by the lessee
upon the payment of penalty, such net amount shall also include the lesser of
the amount of such penalty (in which case no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated) or the rent which would otherwise be required to be paid
if such lease is not so terminated. "Attributable Value" means, as to a Capital
Lease Obligation, the principal amount thereof.


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

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

      "Board of Directors" means, with respect to an Issuer, either the board of
directors of such Issuer or any duly authorized committee of that board.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of VoiceStream, VoiceStream Holdings or one of their
subsidiaries, as the case may be, 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, the State of Illinois or the State of California are authorized or
obligated by law or executive order to close.

      "Capital Lease Obligation" of any Person means the obligation to pay rent
or other payment amounts under a lease of (or other Indebtedness arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability on
the face of a balance sheet of such Person in accordance with generally accepted
accounting principles (a "Capital Lease"). The stated maturity of such
obligation shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be terminated
by the lessee without payment of a penalty. The principal amount of such
obligation shall be the capitalized amount thereof that would appear on the face
of a balance sheet of such Person in accordance with generally accepted
accounting principles.

      "Capital Stock" means:

      -     in the case of a corporation, corporate stock;

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

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

      -     any other interest or participation that confers on a Person the
            right to receive a share of the profits and losses of, or
            distributions of assets of, the issuing Person.


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

      "Change of Control" means

      -     directly or indirectly a sale, transfer or other conveyance of all
            or substantially all the assets of VoiceStream or VoiceStream
            Holdings, as the case may be, 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 such Issuer or such
            Issuers' 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, as of the date of this Indenture, are not Initial
            Investors or Affiliates of the Initial Investors, own more than 50%
            of the total Voting Power entitled to vote in the election of
            directors, managers or trustees of the transferee entity immediately
            after such transaction;

      -     the adoption of a plan relating to the liquidation or dissolution of
            VoiceStream or VoiceStream Holdings, as the case may be;

      -     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 Initial Investors (or any Person or
            group of Persons that, as of the date of this Indenture, are
            Affiliates of the Initial Investors), 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
            VoiceStream or VoiceStream Holdings, as the case may be; or

      -     during any period of 24 consecutive months, individuals who at the
            beginning of such period constituted the Board of Directors of
            VoiceStream or VoiceStream Holdings, as the case may be (together
            with any new directors whose election by such Board or whose
            nomination for election by the stockholders of the applicable Issuer
            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 VoiceStream or VoiceStream Holdings, as the
            case may be, then in office.

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

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


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      "Closing Date" means November 9, 1999.

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

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

      "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 Rate 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 Rate
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.


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      "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.

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

      "corporation" means a corporation, association, company, joint-stock
company, partnership or business trust.

      "Credit Facility" means the Loan Agreement, dated as of June 26, 1998,
among VoiceStream PCS Holding L.L.C. (as successor in interest to Western PCS
Holding Corporation), Toronto-Dominion Bank (Texas), Inc., as Administrative
Agent, and the other financial institutions named therein, as it may be amended,
supplemented, restated or otherwise modified from time to time.

      "Cumulative EBITDA" means EBITDA of the Issuers and their respective
Consolidated Restricted Subsidiaries for the period beginning on January 1,
2001, through and including the end of the last fiscal quarter preceding the
date of any proposed Restricted Payment.

      "Cumulative Interest Expense" means the total amount of Consolidated
Interest Expense of the Issuers and their respective Consolidated Restricted
Subsidiaries for the period beginning on January 1, 2001, through and including
the end of the last fiscal quarter preceding the date of any proposed Restricted
Payment.

      "Currency Protection Agreements" means any currency swap, cap, collar,
floor, caption or swaption agreements, or any similar arrangements designed to
hedge against a risk in the fluctuation of the exchange rate of a currency in
which a payment to be made or received by either Issuer or any of its Restricted
Subsidiaries is denominated, arising at any time between either Issuer or any of
its Restricted Subsidiaries, on the one hand, and any Person (other than an
Affiliate of either Issuer or any of its Restricted Subsidiaries), on the other
hand, as such agreement or arrangement may be modified, supplemented and in
effect from time to time.

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

      "Depositary" means a clearing agency registered under the Exchange Act
that is designated to act as Depositary for the Securities until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean such successor Depositary. The
Depositary 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 of or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily


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redeemable, pursuant to a sinking fund obligation or otherwise, or is 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 either Issuer 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 such Issuer will not repurchase or redeem any such stock pursuant to such
provisions prior to the Issuers' repurchase of such Securities as are required
to be repurchased pursuant to Section 1016.

      "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, minus (v) all non-cash revenues and gains to the extent
included in Consolidated Net Income for such period.

      "Eligible Institution" means a commercial banking institution that has
combined capital and surplus of not less than $500 million or its equivalent in
foreign currency, whose debt is rated "A-3" or higher, "A-" or higher or "A-" or
higher according to Moody's Investors Service, Inc., Standard & Poor's Ratings
Group or Duff & Phelps Credit Rating Co. (or such similar equivalent rating by
at least one "nationally recognized statistical rating organization" (as defined
in Rule 436 under the Securities Act) respectively, at the time as of which any
investment or rollover therein is made.

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

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

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

      "Exchange Act" refers to the Securities Exchange Act of 1934 as 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 Issuers to exchange securities
substantially identical to Outstanding Securities (except for the differences
provided for herein) for Outstanding Securities.


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      "Exchange and Registration Rights Agreement" means the Exchange and
Registration Rights Agreement, dated as of November 4, 1999, among the Issuers
and the Initial Purchasers, as such agreement may be amended from time to time.

      "Exchange Registration Statement" means a registration statement of the
Issuers 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 VoiceStream or VoiceStream Holdings, as the case may
be, 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 VoiceStream or
VoiceStream Holdings, as the case may be, 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.

      "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which obligations
or guarantee the full faith and credit of the United States is pledged and which
have a remaining weighted average life to maturity of not more than one year
from the date of Investment therein.

      "Gradation" means a gradation within a Rating Category or a change to
another Rating Category, which shall include:

      -     "+" and "-" in the case of S&P's current Rating Categories (e.g., a
            decline from BB+ to BB would constitute a decrease of one
            gradation);

      -     1, 2 and 3 in the case of Moody's current Rating Categories (e.g., a
            decline from Ba1 to Ba2 would constitute a decrease of one
            gradation); or

      -     the equivalent in respect of successor Rating Categories of S&P or
            Moody's or Rating Categories used by Rating Agencies other that S&P
            or Moody's.


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      "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," "Incurrable"
and "Incurring" shall have meanings correlative to the foregoing); provided,
however, that a change in generally accepted accounting principles that results
in an obligation of such Person that exists at such time becoming Indebtedness
shall not be deemed an Incurrence of such Indebtedness.

      "Indebtedness" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, (i) every obligation of such Person for money borrowed, (ii)
every obligation of such Person evidenced by bonds, debentures, notes or similar
instruments, including obligations Incurred in connection with the acquisition
of property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business), (v) every Capital Lease Obligation of such Person,
(vi) the maximum fixed redemption or repurchase price of Redeemable Stock of
such Person at the time of determination, (vii) every obligation to pay rent or
other payment amounts of such Person with respect to any Sale and Leaseback
Transaction to which such Person is a party and (viii) every obligation of the
type referred to in Clauses (i) through (vii) 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.

      The amount of any Indebtedness outstanding as of any date shall be:


                                       11
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      -     the accreted value thereof, in the case of any Indebtedness that
            does not require current payments of interest; and

      -     the principal amount thereof, together with any interest thereon
            that is more than 30 days past due, in the case of any other
            Indebtedness.

      "Indebtedness to EBITDA Ratio" of any Person means at any date the ratio
of Consolidated Indebtedness outstanding on such date to the product calculated
by multiplying the aggregate EBITDA for the first full fiscal quarter
immediately preceding such date by four; 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 Investors" means Hutchison Whampoa Limited and its Affiliates,
John W. Stanton and Theresa E. Gillespie and their Affiliates and Providence
Media Partners, L.P. and its Affiliates.

      "Initial Purchasers" means Goldman, Sachs & Co., Chase Securities Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith Barney Inc.,
Banc of America Securities LLC, TD Securities (USA) Inc., Barclays Capital Inc.
and SG Cowen Securities Corporation.

      "Initial Regulation S Securities" means the Securities sold by the Initial
Purchasers in the initial offering contemplated by the Purchase Agreement in
reliance on Regulation S.

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

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

      "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


                                       12
<PAGE>
accounts receivable in the ordinary course of business on credit terms made
generally available to the customers of such Person.

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

      "Issuance Date" means the date of issuance of the Securities by the
Issuers.

      "Issuers" has the meaning specified in the preamble.

      "Issuer Request" or "Issuer Order" means a written request or order signed
in the name of VoiceStream or VoiceStream Holdings, as the case may be, by its
Chairman or Vice Chairman of the Board, its President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

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

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

      "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 such ratings business shall have been
transferred to a successor Person, such successor Person; provided, however,
that if Moody's Investors Service, Inc. ceases 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 national 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 VoiceStream or VoiceStream
Holdings, as the case may be, 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 an Issuer or any of its Restricted Subsidiaries 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 such Issuer or any of its
Restricted Subsidiaries in connection therewith and (ii) the aggregate amount of
cash so received which is used to retire any existing Indebtedness of such


                                       13
<PAGE>
Issuer or any of its Restricted Subsidiaries which is required to be repaid in
connection therewith.

      "Net Cash Proceeds" from the sale of Equity Interests means the aggregate
amount of cash (including any other consideration that is converted into cash)
received by an Issuer or any of its Restricted Subsidiaries in respect of such
sale of Equity Interests, less the sum of:

      -     all fees, commissions and other expenses incurred in connection with
            such sale of Equity Interests, including the amount of income taxes
            required to be paid by such Issuer or any of its Restricted
            Subsidiaries in connection therewith; and

      -     the aggregate amount of cash so received which is used to retire any
            existing Indebtedness of such Issuer or any of its Restricted
            Subsidiaries which is required to be repaid in connection therewith.

      "Non-Recourse Debt" means Indebtedness:

      -     as to which neither of the Issuers nor any of their respective
            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;

      -     no default with respect to which (including any rights that the
            holders thereof may have to take enforcement action against an
            Unrestricted Subsidiary of such Issuer) would permit (upon notice,
            lapse of time or both) any holder of any other Indebtedness of
            either Issuer 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

      -     as to which the lenders have been notified in writing that they will
            not have any recourse to the stock or assets of either Issuer or any
            of its Restricted Subsidiaries.

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

      "Offer to Purchase" means a written offer (the "Offer") sent by the
Issuers 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


                                       14
<PAGE>
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 Issuers 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 Issuers' obligation to
make an Offer to Purchase, and the Offer shall be mailed by the Issuers or, at
the Issuers' request, by the Trustee in the name and at the expense of the
Issuers. The Offer shall contain information concerning the business of the
Issuers and their respective Subsidiaries which the Issuers in good faith
believe 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 Issuers' 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 Issuers to make
the Offer to Purchase), (iii) if applicable, appropriate pro forma financial
information concerning the Offer to Purchase and the events requiring the
Issuers to make the Offer to Purchase and (iv) any other information required by
applicable law to be included therein. The Offer shall contain all instructions
and materials necessary to enable such Holders to tender Securities pursuant to
the Offer to Purchase. The Offer shall also state:

      -     the Section of this Indenture pursuant to which the Offer to
            Purchase is being made;

      -     the Expiration Date and the Purchase Date;

      -     the aggregate principal amount of the Outstanding Securities offered
            to be purchased by the Issuers 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");

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

      -     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;

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


                                       15
<PAGE>
      -     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;

      -     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 Issuers or the
            Trustee so requires, duly endorsed by, or accompanied by a written
            instrument of transfer in form satisfactory to the Issuers and the
            Trustee duly executed by, the Holder thereof or his attorney duly
            authorized in writing);

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

      -     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 Issuers shall purchase all
            such Securities and (b) if Securities in an aggregate principal
            amount in excess of the Purchase Amount are tendered and not
            withdrawn pursuant to the Offer to Purchase, the Issuers 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

      -     that in case of any Holder whose Security is purchased only in part,
            the Issuers 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 VoiceStream or VoiceStream Holdings,
as the case may be, and delivered to the Trustee."Omnipoint" means Omnipoint
Corporation, a Delaware corporation.


                                       16
<PAGE>
      "Omnipoint Reorganization" means the reorganization and related
transactions contemplated by that Agreement and Plan of Reorganization, dated as
of June 23, 1999, among VoiceStream, VoiceStream Holdings and Omnipoint.

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

      "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:

      -     Securities theretofore canceled by the Trustee or delivered to the
            Trustee for cancellation;

      -     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 Issuers) in trust or set aside and segregated
            in trust by the Issuers (if the Issuers shall act as their 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

      -     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 Issuers;

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 Issuers or any other obligor upon the Securities or any Affiliate of the
Issuers 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
has actual knowledge 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 an Issuer or any
other obligor upon the Securities or any Affiliate of the Issuers or of such
other obligor.


                                       17
<PAGE>
      "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 Issuers to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Issuers.

      "Permitted Investments" include:

      -     Investments in either Issuer or any Restricted Subsidiary of either
            Issuer;

      -     Investments in a Person such that the Person will become a
            Restricted Subsidiary after giving effect to the Investment or
            purchases of additional Equity Interests of a Restricted Subsidiary
            or of a Person who becomes a Restricted Subsidiary as a result of
            any such purchase;

      -     a Temporary Cash Investment;

      -     stock, obligations or other consideration received in satisfaction
            of judgments;

      -     an Investment in any Person to the extent such Investment represents
            the non-cash portion of the consideration received for an Asset
            Disposition as permitted under Section 1014;

      -     Investments (including acquisitions of other Telecommunications
            Businesses) not to exceed two times the Net Cash Proceeds from the
            sale of Equity Interests;

      -     Investments (including acquisitions of other Telecommunications
            Businesses) made with Capital Stock;

      -     Restricted Equity Investments;

      -     Strategic Investments;

      -     customary loans or advances made in the ordinary course of business
            to officers, directors or employees of an Issuer or any of its
            Restricted Subsidiaries for travel, entertainment and moving and
            other relocation expenses; and

      -     any other Investments not to exceed $100 million in the aggregate.


                                       18
<PAGE>
      "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

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

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

      "Public Equity Offering" means an underwritten primary public offering of
Common Stock pursuant to an effective registration statement under the
Securities Act.

      "Purchase Agreement" means the Purchase Agreement, dated as of November 4,
1999, among the Issuers and the Initial Purchasers, 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.

      "Rating Agency" means (1) S&P and Moody's or (2) any other rating agencies
contemplated by the definitions of "S&P" and "Moody's".

      "Rating Category" means:

      -     with respect to S&P, any of the following categories (any of which
            may include a "+" or "-"): AAA, AA, A, BBB, BB, B, CCC, CC, C and D
            (or equivalent successor categories);

      -     with respect to Moody's, any of the following categories (any of
            which may include a "1", "2" or "3"); Aaa, Aa, A, Baa, Ba, B, Caa,
            Ca, C and D (or equivalent successor categories); and

      -     the equivalent of any such categories of S&P or Moody's used by
            another Rating Agency, if applicable.

      "Ratings Decline" has the meaning specified in Section 1016.


                                       19
<PAGE>
         "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 the May 1 or November 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

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

         "Regulation S Certificate" means a certificate substantially in the
form set forth in Annex A.

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

         "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 Common Stock of such Person or (b) 5% or more of the
Voting Power of such Person.

         "Reorganizations" means the Omnipoint Reorganization and the Aerial
Reorganization.

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

                                       20
<PAGE>
         "Responsible Officer," when used with respect to the Trustee, means the
chairman or vice-chairman of the executive committee of the board of directors,
the president, any vice-president, any trust officer or assistant trust officer,
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

         "Restricted Entity" means, as applied to any Person, any corporation or
other entity:

         -        engaged in the acquisition, ownership, operation and
                  management of assets in the Telecommunications Business;

         -        over which such Person is responsible (either directly or
                  through a services agreement) for day-to-day operations or
                  otherwise has a technical services or comparable agreement
                  that provides such Person with such rights, duties and
                  obligations as are substantially similar to those rights,
                  duties and obligations of VoiceStream (as assignee of Western
                  Wireless Corporation) under that certain Technical Services
                  Agreement dated July 30, 1996, as amended, with respect to
                  Cook Inlet Western Wireless PV/SS PCS, L.P.;

         -        of which more than 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 a corporation, or more than 40% of the outstanding
                  ownership interests, in the case of an entity other than a
                  corporation, is at the time owned directly or indirectly by
                  such Person, or by one or more Subsidiaries of such Person, or
                  by such Person and by one or more Subsidiaries of such Person;
                  and

         -        that is formed or the ownership in which is acquired pursuant
                  to an arms' length negotiation between such Person and the
                  Restricted Entity or the other investors in such Restricted
                  Entity that satisfies the requirements of Section 1013.

         "Restricted Equity Investments" means:

         -        any payment on account of the purchase, redemption, retirement
                  or acquisition of (a) any shares of Capital Stock or other
                  ownership interests in a Restricted Entity or (b) any option,
                  warrant or other right to acquire shares of Capital Stock or
                  ownership interests of a Restricted Entity; or

                                       21
<PAGE>
         -        any loan, advance, lease, capital contribution to, or
                  Investment in, or payment of a Guarantee of any obligation of
                  a Restricted Entity. "Restricted Global Security" has the
                  meaning specified in Section 201.

         "Restricted Payment" has the meaning specified in Section 1010.

         "Restricted Period" means the period of 41 consecutive days beginning
on and including the later of (i) the day on which Securities are 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.

         "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 Initial
Purchasers from the Issuers 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 and includes the Exchange Securities.

         "Securities Act" refers to the Securities Act of 1933 as it may be
amended and any successor act thereto.

                                       22
<PAGE>
         "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.

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

         "S&P" means Standard & Poor's Rating Services or, if Standard & Poor's
Rating Services shall cease rating debt securities having a maturity at original
issuance of at least one year and such ratings business shall have been
transferred to a successor Person, such successor Person; provided, however,
that if Standard & Poor's Rating Services ceases 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 national 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 VoiceStream or VoiceStream
Holdings, as the case may be, by a written notice given to the Trustee.

         "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.

         "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under this
Indenture, then such other reasonably comparable index which shall be designated
by VoiceStream or VoiceStream Holdings, as the case may be.

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

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

         "Strategic Equity Infusion" means an equity investment in VoiceStream
or VoiceStream Holdings, as the case may be, made by a Strategic Investor in an
aggregate amount of not less than $250 million.

         "Strategic Investment" means an Investment in one or more Persons
engaged in a Telecommunications Business, provided that the aggregate amount of
all such Investments does not exceed (1) $100 million or (2), provided that
after giving effect to such Strategic Investment the Issuers would comply with
the first paragraph of Section 1008, $175 million.

                                       23
<PAGE>
         "Strategic Investor" means a corporation, partnership or other entity
engaged in one or more Telecommunications Businesses that has, or 80% or more of
the voting stock of which is owned by a Person that has, an equity market
capitalization, at the time of its initial Investment in the applicable Issuer,
in excess of $1 billion.

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

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

         "Telecommunications Asset" means any asset of a Telecommunications
Business, including, without limitation, Equity Interests or joint venture,
partnership or membership interests of an entity engaged in the
Telecommunications Business.

         "Telecommunications Business" means the business of:

         -        transmitting, or providing services relating to the
                  transmission of, voice, video or data through owned or leased
                  wireline or wireless transmission facilities;

         -        creating, developing, acquiring, constructing, installing,
                  repairing, maintaining or marketing communications-related
                  systems, network equipment and facilities, software and other
                  products; or

         -        evaluating, owning, operating, participating in or pursuing
                  any other business that is primarily related to those
                  identified in clause (1) or (2) above (in the case of this
                  clause (3), however, in a manner consistent with VoiceStream's
                  and, assuming completion of either of the Reorganizations,
                  Omnipoint's or Aerial's, as applicable, manner of business on
                  the date of this Indenture), and shall, in any event, include
                  all businesses in which VoiceStream and, assuming completion
                  of either of the Reorganizations, Omnipoint or Aerial, as
                  applicable, or any of their Subsidiaries is engaged on the
                  date of this Indenture or has entered into agreements to
                  engage in or

                                       24
<PAGE>
                  to acquire a company to engage in or contemplate engaging in,
                  as expressly set forth in VoiceStream's Form 10/A filed with
                  the Commission on April 13, 1999 or its Form 10-Q for the
                  quarter ended June 30, 1999 or its current reports on Form 8-K
                  filed prior to October 15, 1999 (or not required to be
                  disclosed therein pursuant to the rules and regulations of the
                  Commission) and, assuming completion of the Reorganizations,
                  each of Omnipoint's and Aerial's Form 10-K for the fiscal year
                  ended December 31, 1998 and Forms 10-Q and 8-K filed during
                  calendar year 1999 prior to the date of the offering circular
                  associated with the Securities (or not required to be
                  disclosed therein pursuant to the rules and regulations of the
                  Commission); provided that the determination of what
                  constitutes a Telecommunications Business shall be made in
                  good faith by the Board of Directors of VoiceStream or
                  VoiceStream Holdings, as the case may be.

         "Telecommunications Indebtedness" means Indebtedness (including
Acquired Indebtedness) of an Issuer or any of its Restricted Subsidiaries that
is incurred for the (1) development, construction, acquisition, operations or
improvement by such Issuer or any of its Restricted Subsidiaries of
Telecommunications Assets (including any Indebtedness assumed in connection with
an acquisition of Telecommunications Assets) or (2) acquisition of Equity
Interests of a Person engaged in a Telecommunications Business; provided that
with respect to clause (1) the net proceeds of such Telecommunications
Indebtedness do not exceed 100% of the cost of construction, development,
acquisition, operations or improvement of the applicable Telecommunications
Assets.

         "Temporary Cash Investment" means:

         -        Government Securities;

         -        any time deposit account, money market deposit and certificate
                  of deposit maturing not more than 270 days after the date of
                  acquisition issued by, or time deposit of, an Eligible
                  Institution;

         -        commercial paper maturing not more than 270 days after the
                  date of acquisition issued by a corporation (other than an
                  Affiliate of either Issuer) with a rating, at the time as of
                  which any investment therein is made, of "P-1" or higher
                  according to Moody's Investors Service, Inc., "A-1" or higher
                  according to Standard & Poor's Ratings Group or "A-1" or
                  higher according to Duff & Phelps Credit Rating Co. (or such
                  similar equivalent rating by at least one "nationally
                  recognized statistical rating organization" (as defined in
                  Rule 436 under the Securities Act));

         -        any banker's acceptances or money market deposit accounts
                  issued or offered by an Eligible Institution;

         -        repurchase obligations with a term of not more than 7 days for
                  Government Securities entered into with an Eligible
                  Institution; and

                                       25
<PAGE>
         -        any fund investing exclusively in investments of the types
                  described in clauses (1) through (5) above.

         "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. The Board
of Directors of any Person may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary unless such Subsidiary owns any Common Stock or
Preferred Stock of, or owns or holds any Lien on any property of, such Person or
any Restricted Subsidiary; provided that either (A) the Subsidiary to be so
designated has total assets of $1,000 or less or (B) if such Subsidiary has
assets greater than $1,000, the Fair Market Value of the Subsidiary at the time
of such designation would be permitted as an investment under Section 1011. The
Board of Directors of any Person may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary of such Person; provided that immediately after giving
effect to such designation (x) such Person would be permitted to Incur $1.00 of
additional Indebtedness pursuant to the first paragraph of Section 1008 and (y)
no Event of Default or event which with notice or lapse of time or both would
become an Event of Default has occurred and is continuing. Any such designation
by the Board of Directors shall be evidenced by a Board Resolution submitted to
the Trustee.

         "Vice President," when used with respect to VoiceStream or VoiceStream
Holdings, as the case may be, 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."

         "VoiceStream" has the meaning set forth in the preamble.

         "VoiceStream Holdings" has the meaning set forth in the preamble.

         "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 of such Person.

                                       26
<PAGE>
         "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Restricted Subsidiaries of such Person.

         Section 1.2. Compliance Certificates and Opinions.

         Upon any application or request by an Issuer to the Trustee to take any
action under any provision of this Indenture, such Issuer 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 such Issuer, 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 1.3. Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of an Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel,

                                       27
<PAGE>
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 such Issuer stating that the
information with respect to such factual matters is in the possession of the
Issuers, 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 1.4. 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(s)
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 such
Issuer. 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 such Issuer, 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) An Issuer 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 such Issuer prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 701)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders

                                       28
<PAGE>
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 an
Issuer in reliance thereon, whether or not notation of such action is made upon
such Security.

         Section 1.5. Notices, Etc., to Trustee and Issuer.

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

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

                           (2) an Issuer 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 such Issuer, Attention: Chief
                  Executive Officer, addressed to it at the address of its
                  principal office specified in the first paragraph of this
                  instrument or at any other address previously furnished in
                  writing to the Trustee by such Issuer with a copy to its
                  General Counsel.

         Section 1.6. 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 not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

                                       29


<PAGE>



         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 1.7. Conflict with Trust Indenture Act.

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

         Section 1.8. Effect of Headings and Table of Contents.

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

         Section 1.9. Successors and Assigns.

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

         Section 1.10. 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 1.11. 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 1.12. Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
principles of conflicts of law.

         Section 1.13. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, Purchase
Date or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next

                                       30
<PAGE>
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date, Redemption Date or Purchase Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date, Purchase Date or Stated Maturity,
as the case may be.  ARTICLE TWO

                                   ARTICLE 2
                                 SECURITY FORMS

         Section 2.1. Forms Generally.

         The Securities and the Trustee's certificates of authentication shall
be in substantially the forms 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,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.

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

         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 Cedel. Such
Global Securities, together with their Successor Securities which are Global
Securities other than the Restricted Global Security, are collectively herein
called the "Regulation S Global Security".

         Section 2.2. Form of Face of Security.

         [If the Security is a Restricted Security, then insert -- THIS SECURITY
EVIDENCED HEREBY HAS 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

                                       31
<PAGE>
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 INVESTOR IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE, IN ACCORDANCE WITH ALL
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 U.S. 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.]

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

         [If the Security is a Global Security and The Depository Trust Company
is to be the Depositary therefor, then insert -- UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

                                       32
<PAGE>
         10-3/8% SENIOR NOTES DUE 2009

         No. __________$________

         [If Restricted Global Security - CUSIP Number ___________]

         [If Regulation S Global Security - CUSIP Number ___________]

         [If Non-Global Security - CUSIP Number ___________]

         [If Registered Security - CUSIP Number ___________]

         VoiceStream Wireless Corporation, a corporation duly organized and
existing under the laws of Washington and VoiceStream Wireless Holding
Corporation, a corporation organized and existing under the laws of Delaware
(herein collectively referred to as the "Issuers," 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
$2,200,000,000 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
November 15, 2009, and to pay interest thereon from the Issuance Date of this
Security or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on May 15 and November 15 in each
year, commencing May 15, 2000, or in the case of Securities issued after the
Closing Date, on the first such date following the Issuance Date, at the rate of
10-3/8% 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 12-3/8% 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
Issuers have 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, in either case by
March 23, 2000, (ii) either the Exchange Registration Statement or, if
applicable, the Resale Registration Statement has not become or been declared
effective within 75 days after the filing of such Statement, (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 or (iv) either the Exchange Registration Statement or, if
applicable, the Resale Registration Statement is filed and declared effective
but shall thereafter cease to be effective (except as specifically permitted
pursuant to the agreement referred to below) without being succeeded immediately
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
interest will accrue (in addition to the stated interest on this

                                       33
<PAGE>
Security) (the "Step-Up") at a rate of (i) 0.25% per annum for the first 90-day
period, (ii) 0.50% per annum for the second 90-day period, (iii) 0.75% per annum
for the third 90-day period and (iv) 1.00% per annum thereafter on the principal
amount of the Securities for the period from the occurrence of the Registration
Default until such time (the "Step-Down Date") as no Registration Default is in
effect (after which the interest rate will be restored to its initial rate). The
Issuers shall provide the Trustee with written notice of the date of any
Registration Default and the Step-Down Date. Interest accruing as a result of
the Step-Up is referred to herein as "Special Interest."] The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be May 1 or
November 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date [if the Security is an Original Security, then insert
--, provided that any accrued and unpaid interest (including Special Interest)
on this Security upon the issuance of an Exchange Security in exchange for this
Security shall cease to be payable to the Holder hereof and shall be payable on
the next Interest Payment Date for such Exchange Security to the Holder thereof
on the related Regular Record Date]. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice 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.

         If either Reorganization is completed, immediately upon completion of
such Reorganization, without any further act by any Person VoiceStream shall
cease to be an Issuer of the Securities and any or all of its obligations under
the Indenture as an Issuer shall effectively terminate, and VoiceStream Holdings
shall remain as the sole Issuer of the Securities. If both Reorganizations are
terminated, immediately upon the termination of the last of the Reorganizations
to be terminated, without any further act by any Person, VoiceStream Holdings
shall cease to be an Issuer of the Securities and any or all of its obligations
under the Indenture as an Issuer shall effectively terminate, and VoiceStream
shall remain as the sole Issuer of the Securities. Upon either of VoiceStream or
VoiceStream Holdings being the sole Issuer, the term "Issuers" hereunder shall
be deemed to be changed to "Issuer."

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

                                       34
<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.

         IN WITNESS WHEREOF, each of the Issuers have caused this instrument to
be duly executed.

         Dated:

                                           VoiceStream Wireless Corporation


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

         Attest:

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

                                           VoiceStream Wireless Holding
                                           Corporation


                                           By
                                                  --------------------------
                                           Title:
         Attest:

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

Section 2.3.      Form of Reverse of Security.

         This Security is one of a duly authorized issue of Securities of the
Issuers designated as their 10-3/8% Senior Notes Due 2009 (herein called the
"Securities"), limited in aggregate principal amount to $2,200,000,000, issued
and to be issued from time to time under an Indenture, dated as of November 9,
1999 (herein called the "Indenture"), between the Issuers and Harris Trust
Company of California, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Issuers, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

                                       35
<PAGE>
         Until November 15, 2002, the Issuers may on any one or more occasions
redeem up to 35% of the aggregate principal amount at maturity of the Securities
originally issued at a redemption price of 110.375% of principal amount of the
Securities to be redeemed on the redemption date with the net cash proceeds of
one or more Public Equity Offerings and/or Strategic Equity Infusions; provided
that:

                           (1) at least 65% of the aggregate principal amount of
                  Securities originally issued remains outstanding immediately
                  after the occurrence of such redemption (excluding Securities
                  held by the Issuers or any of their respective Subsidiaries);
                  and

                           (2) the redemption occurs within 60 days of the date
                  of the Public Equity Offering or Strategic Equity Infusion.

         Except pursuant to the preceding paragraph and the provisions of
Section 1016 of the Indenture, the Securities will not be redeemable at the
Issuers' option prior to November 15, 2004. On or after November 15, 2004, the
Issuers may redeem all or a part of the Securities upon not less than 30 nor
more than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued interest, if any, on the
Securities redeemed to the applicable Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the 12-month period
beginning on November 15 of the years indicated below:

<TABLE>
<CAPTION>
                                 Year                                Percentage
<S>                                                                  <C>
                                  2004                                 105.188%
                                  2005                                 103.458%
                                  2006                                 101.729%
                          2007 and thereafter                           100.0%
</TABLE>


         Notice of any optional redemption of any Securities (or portion
thereof) will be given to the Holders at their addresses appearing in the
Security Register not less than 30 nor more than 60 days prior to the date fixed
for redemption.

         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.

                                       36
<PAGE>
         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 Issuers as a result of Asset
Dispositions or (ii) a Change of Control Triggering Event occurs, the Issuers
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
Issuers and the rights of the Holders of the Securities under the Indenture at
any time by the Issuers 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 Issuers 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 Issuers, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
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 Issuers in the Borough
of Manhattan, New York City, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Issuers and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

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

                                       37
<PAGE>
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 Issuers 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 Issuers, the Trustee and any agent of the Issuers 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 Issuers, 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 OPTION OF HOLDER TO ELECT
PURCHASE

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

         [ ]

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

         Dated:

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

         Signature Guarantee:___________________________________
                            (Signature must be guaranteed by an
                            eligible guarantor institution which
                            is a member of or participation the
                            Securities Transfer Agent Medallion
                            Program)(STAMP)

         Section 2.4. Form of Trustee's Certificate of Authentication.

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

                                       38
<PAGE>
                                        Harris Trust Company of
                                        California, as Trustee

                                        By _______________________________,
                                           Authorized Officer ARTICLE THREE

                                   ARTICLE 3
                                 THE SECURITIES

         Section 3.1. Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered from time to time under this Indenture is limited to
$2,200,000,000, 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 1014 or 1016.

         The Securities shall be known and designated as the "10-3/8% Senior
Notes Due 2009" of the Issuers. Their Stated Maturity shall be November 15, 2009
and they shall bear interest at the rate of 10-3/8% per annum, from the Issuance
Date of the Securities 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 May 15 and November 15, commencing on May 15, 2000, or in the
case of Securities issued after the Closing Date, on the first such date
following the Issuance Date, to the Holders of record on the immediately
preceding May 1 and November 1, until the principal thereof is paid or made
available for payment; provided, however, with respect to Original Securities,
that if a 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 (after which the interest rate will be restored
to its initial rate). The Issuers shall provide the Trustee with written notice
of the date of any Registration Default and the Step-Down Date. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be May 1 or
November 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Accrued Special Interest, if any, shall be paid in
cash in arrears semi-annually on May 15 and November 15 in each year and the
amount of accrued Special Interest shall be determined on the basis of the
number of days actually elapsed and computed as provided in Section 311.

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

                                       39


<PAGE>
         The Securities shall be subject to repurchase by the Issuers pursuant
to an Offer to Purchase as provided in Sections 1014 and 1016.

         The Securities shall be redeemable as provided in Article Eleven.

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

         Section 3.2. 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 3.3. Execution, Authentication, Delivery and Dating.

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

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of an Issuer shall bind such Issuer,
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 Issuers may deliver Securities executed by the Issuers to
the Trustee for authentication, together with an Issuer Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such an Issuer 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 Issuers may deliver Exchange Securities
executed by the Issuers to the Trustee for authentication, together with an
Issuer Order for the authentication and delivery of such Exchange Securities and
a like principal amount of Original Securities for cancellation in accordance
with Section 310 of this Indenture, and the Trustee in accordance with the
Issuer Order shall authenticate and deliver such Securities. Prior to
authenticating such Exchange Securities, and accepting any additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, if requested, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating in
substance

         (a) that all conditions hereunder precedent to the authentication and
delivery of such Exchange Securities have been complied with and that such
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), have been duly

                                       40
<PAGE>

issued and delivered and will constitute valid and legally binding obligations
of the Issuers, as applicable, 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 3.4. Temporary Securities.

         Pending the preparation of definitive Securities, the Issuers may
execute, and upon Issuer Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

         If temporary Securities are issued, the Issuers 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 Issuers designated pursuant to Section 1002, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Issuers shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

         Section 3.5. Global Securities.

         (a) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated by the Issuers 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

                                       41
<PAGE>
than the Depositary for such Global Security or a nominee thereof unless (i)
such Depositary (A) has notified the Issuers that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, (ii) there shall have
occurred and be continuing an Event of Default or any event which after notice
or lapse of time or both would be an Event of Default with respect to such
Global Security, (iii) the Issuers execute and deliver to the Trustee an Issuer
Order stating that they elect to cause the issuance of the Securities in
certificated form and that all Global Securities shall be exchanged in whole for
Securities that are not Global Securities (in which case such exchange shall be
effected by the Trustee) or (iv) pursuant to the following sentence. All or any
portion of a Global Security may be exchanged for a Security that has a like
aggregate principal amount and is not a Global Security, upon 20 days' prior
request made by the Depositary or its authorized representative to the Trustee.

         (c) If any Global Security is to be exchanged for other Securities or
canceled 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 canceled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security, then
either (i) such Global Security shall be so surrendered for exchange or
cancellation as provided in this Article Three or (ii) the principal amount
thereof shall be reduced or increased by an amount equal to the portion thereof
to be so exchanged or canceled, 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 Issuers shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

         (d) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article Three, Section 906, 1014 or 1016 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.

                                       42
<PAGE>

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

         Section 3.6. Registration, Registration of Transfer and Exchange
                      Generally; Certain Transfers and Exchanges; Securities
                      Act Legends.

         (a) Registration, Registration of Transfer and Exchange Generally. The
Issuers 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 Issuers shall provide for the registration
of Securities and of transfers and exchanges of Securities. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers and exchanges of Securities as herein provided. Such Security
Register shall distinguish between Original Securities and Exchange Securities.

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

         At the option of the Holder, Securities may be exchanged for new
Securities of any authorized denominations, of a like aggregate principal amount
and bearing such restrictive legends as may be required by this Indenture, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Issuers 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 Issuers, 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 Issuers or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Issuers and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

                                       43
<PAGE>

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

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

         (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

                                       44
<PAGE>
         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 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

                                       45
<PAGE>
         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).

             (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, in the form of Annex B hereto,
         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
         Cedel during Restricted Period. The Issuers shall use their 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 Cedel (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:

                                       46
<PAGE>
             (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
         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) after November 9, 2001, 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
         Issuers' 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 Issuers,
         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 Issuers 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 Issuers,
         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 3.7. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Issuers
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.

                                       47
<PAGE>

         If there shall be delivered to the Issuers and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Issuers or the Trustee that such Security has been acquired by a bona fide
purchaser, the Issuers 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 Issuers in their discretion
may, instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Issuers
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 Issuers, 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 3.8. 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 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 Issuers, at its election in each case, as
provided in Clause (1) or (2) below:

                           (1) The Issuers 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 Issuers shall notify the
                  Trustee in writing of the amount of Defaulted Interest
                  proposed to be paid on each Security and the

                                       48
<PAGE>

                  date of the proposed payment, and at the same time the Issuers
                  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
                  Issuers of such Special Record Date and, in the name and at
                  the expense of the Issuers, 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 Issuers 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
                  Issuers 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 3.9. Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Issuers, the Trustee and any agent of the Issuers 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 on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Issuers, the Trustee nor any agent of the Issuers or the Trustee shall be
affected by notice to the contrary.

                                       49
<PAGE>

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

         Section 3.10. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any Offer to Purchase pursuant to
Section 1014 or 1016 shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Issuers
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Issuers may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall be disposed of as directed by an Issuer Order.

         Section 3.11. 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.

                                   ARTICLE 4
                           SATISFACTION AND DISCHARGE

         Section 4.1. 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
Issuers, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (1)      either

             (A) all Securities theretofore authenticated and delivered (other
         than (i) Securities which have been destroyed, lost or stolen and which
         have been replaced or paid as provided in Section 307 and (ii)
         Securities for whose payment money has theretofore been deposited in
         trust or segregated and held in trust by the Issuers and thereafter
         repaid to the Issuers 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

                                       50
<PAGE>

             (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
         Issuers,

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

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

                          (3) the Issuers have 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 Issuers to the Trustee under Section
607, the obligations of the Trustee to any Authenticating Agent under Section
614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

         Section 4.2. 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 Issuers acting as their own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                       51
<PAGE>

                                   ARTICLE 5
                                    Remedies

         Section 5.1. 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
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 Maturity; or

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

                          (3) default in the performance, or breach, of the
                provisions under Sections 801 and 802 of this Indenture; or

                          (4) default in the performance, or breach, of any
                covenant or agreement of the Issuers in this Indenture (other
                than a covenant or agreement 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 Issuers by the Trustee or to the Issuers and the
                Trustee by the Holders of at least 25% in 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

                          (5) a default or defaults under any bond(s),
                debenture(s), note(s) or other evidence(s) of Indebtedness by
                either Issuer or any of their respective Restricted Subsidiaries
                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 Issuers or any of
                their respective Restricted Subsidiaries with a principal amount
                then outstanding, individually or in the aggregate, in excess of
                $25 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

                                       52
<PAGE>

                          (6) a final judgment or final judgments for the
                payment of money are entered against either Issuer or any of
                their respective Restricted Subsidiaries in an aggregate amount
                in excess of $25 million by a court or courts of competent
                jurisdiction, which judgments 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

                          (7) the entry by a court having jurisdiction in the
                premises of (A) a decree or order for relief in respect of
                either Issuer or any of their respective Restricted Subsidiaries
                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 either Issuer or
                any of their Restricted Subsidiaries a bankrupt or insolvent, or
                approving as properly filed a petition seeking reorganization,
                arrangement, adjustment or composition of or in respect of such
                Issuer 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 such Issuer or any such Restricted Subsidiary or of
                any substantial part of the property of such Issuer or any such
                Restricted Subsidiary, or ordering the winding up or liquidation
                of the affairs of such Issuer 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

                          (8) the commencement by either Issuer or any of their
                respective Restricted Subsidiaries 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 either Issuer or any of their respective
                Restricted Subsidiaries to the entry of a decree or order for
                relief in respect of such Issuer or any such respective
                Restricted Subsidiaries 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 such
                Issuer or any such Restricted Subsidiary, or the filing by
                either Issuer or any of their respective Restricted Subsidiaries
                of a petition or answer or consent seeking reorganization or
                relief under any applicable Federal or State law, or the consent
                by either Issuer or any of their respective Restricted
                Subsidiaries to the filing of such petition or to the
                appointment of or taking possession by a custodian, receiver,
                liquidator, assignee, trustee, sequestrator or similar official
                of such Issuer or any such Restricted Subsidiary or of any
                substantial part of the property of

                                       53
<PAGE>
                  such Issuer or any such Restricted Subsidiary, or the making
                  by either Issuer or any of their respective Restricted
                  Subsidiaries of an assignment for the benefit of creditors, or
                  the admission by either Issuer or any of their respective
                  Restricted Subsidiaries in writing of its inability to pay its
                  debts generally as they become due, or the taking of corporate
                  action by either Issuer or any of their respective Restricted
                  Subsidiaries in furtherance of any such action.

         Section 5.2. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(7) or (8)) occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in 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 Issuers (and to the
Trustee if given by Holders), and upon any such declaration such principal and
any accrued interest shall become immediately due and payable. If an Event of
Default specified in Section 501(7) or (8) occurs, the principal of and any
accrued interest on the Securities then Outstanding shall ipso facto become
immediately due and payable without any declaration or other Act on the part of
the Trustee or any Holder.

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

                          (1) the Issuers have 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
         Issuers) and, to the extent that payment of such interest is lawful,
         interest thereon at the rate provided by the Securities,

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

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

         and

                                       54
<PAGE>

                          (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 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

         The Issuers covenant that if

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

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

the Issuers 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, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
provided by the Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         If the Issuers fail 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 Issuers 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 Issuers 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.

                                       55
<PAGE>

         Section 5.4. Trustee May File Proofs of Claim.

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

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

         Section 5.5. Trustee May Enforce Claims Without Possession of
Securities.

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

         Section 5.6. Application of Money Collected.

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

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

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


                                       56
<PAGE>

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

Section 5.7.      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 principal
                amount of the Outstanding Securities shall have made written
                request to the Trustee to institute proceedings in respect of
                such Event of Default in its own name as Trustee hereunder;

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

                          (4) the Trustee for 60 days after its receipt of such
                notice, request 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 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 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 308) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date or, in the case of an Offer to Purchase made by the Issuers 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.

                                       57
<PAGE>

         Section 5.9. 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 Issuers, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

Section 5.10.     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 5.11. 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 5.12. Control by Holders.

         The Holders of a majority in 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


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                Trustee in good faith shall determine that the action or
                proceedings so directed might involve the Trustee in personal
                liability or if the Trustee in good faith shall so determine
                that the actions or 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 5.13. Waiver of Past Defaults.

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

                          (1) in the payment of the principal of (or premium, if
                any) or interest on any Security (including any Security which
                is required to have been purchased pursuant to an Offer to
                Purchase which has been made by the Issuers), 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 5.14. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; 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 Issuers.

         Section 5.15. Waiver of Stay or Extension Laws.

         The Issuers covenant (to the extent that they may lawfully do so) that
they 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 Issuers (to the extent that they
may lawfully do so) hereby expressly waive all benefit or advantage of any such
law and covenant that they will not hinder, delay or


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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 6

                                  THE TRUSTEE

         Section 6.1. Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

         Section 6.2. 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(4), 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 6.3. 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 Issuers mentioned herein shall be
sufficiently evidenced by an Issuer Request or an Issuer 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,
rely upon an Officers' Certificate;

         (d) before the Trustee acts or refrains from acting, the Trustee may
consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be

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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 reasonable security or indemnity 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, 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 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 Issuers, personally or by agent or attorney;

         (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 bound to ascertain or inquire as to the
performance or observance of any covenants, conditions or agreements on the part
of the Issuers, except as otherwise provided herein, but the Trustee may require
of the Issuers full information and advice as to the performance of the
covenants, conditions and agreements contained herein and shall be entitled in
connection herewith to examine the books, records and premises of the Issuers;
and

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

         Section 6.4. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Issuers, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the

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<PAGE>
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuers of Securities
or the proceeds thereof.

         Section 6.5. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Issuers, 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 Issuers with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

         Section 6.6. Money Held in Trust.

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

         Section 6.7. Compensation and Reimbursement.

         The Issuers agree

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

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

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

         The obligations of the Issuers under this Section shall survive the
satisfaction and discharge of this Indenture. As security for the performance of
such obligations of the Issuers, the Trustee shall have a claim prior to the
Securities upon all property and funds


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<PAGE>
held or collected by the Trustee as such, except funds held in trust for the
payment of principal of (and premium, if any) and interest on particular
Securities. When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Article Five hereof, the expenses
(including reasonable fees and expenses of its counsel) and the compensation for
the services in connection therewith are intended to constitute expense of
administration under any applicable bankruptcy law.

         Section 6.8. 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.

         Section 6.9. 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 or Los Angeles. If
such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, 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 6.10. 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 Issuers. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

         (d) If at any time:

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<PAGE>


                           (1) the Trustee shall fail to comply with Section 608
                  after written request therefor by the Issuers 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 Issuers or by any such Holder, or

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

         then, in any such case, (i) the Issuers 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
Issuers, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Issuers 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 Issuers.
If no successor Trustee shall have been so appointed by the Issuers or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (f) The Issuers 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 6.11. Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Issuers 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



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retiring Trustee; but, on request of the Issuers 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 Issuers 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.

         Section 6.12. 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 6.13. Preferential Collection of Claims Against the Issuers.

         If and when the Trustee shall be or become a creditor of the Issuers
(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 Issuers (or any such other obligor).

         Section 6.14. Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer, partial
conversion or partial redemption or pursuant to Section 307, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Issuers 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


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<PAGE>
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.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this 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 Issuers. 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 Issuers. 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 Issuers 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 Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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

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

      Harris Trust Company of California, As Trustee

      By___________________________ ,As Authenticating Agent

      By___________________________ Authorized Officer




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<PAGE>
                                   ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUERS

         Section 7.1. Issuers to Furnish Trustee Names and Addresses of Holders.

         The Issuers 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 Issuers 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 7.2. Preservation of Information; Communications to Holders.

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

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

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Issuers and the Trustee that neither the Issuers 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 7.3. 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.

         (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 Issuers. The Issuers
will notify the Trustee when the Securities are listed on any stock exchange.

         Section 7.4. Reports by Issuers.



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<PAGE>
         The Issuers 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 Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

                                   ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         Section 8.1. Issuers May Consolidate, Etc. Only on Certain Terms.

         The Issuers (a) shall not consolidate with or merge into any other
Person; (b) shall not permit any other Person to consolidate with or merge into
either Issuer; and (c) shall not, directly or indirectly, transfer, convey,
sell, lease or otherwise dispose of all or substantially all of either Issuer's
properties and assets as an entirety; unless, in any such transaction:

                           (1) (a)such Issuer is the surviving entity or (b) in
                  the case such Issuer 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 such
                  Issuer 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 such Issuer
                  as an entirety (for purposes of this Article Eight, a
                  "Successor Company") shall be a corporation, partnership or
                  trust, shall be organized and validly existing under the laws
                  of the United States of America, any State thereof or the
                  District of Columbia and shall expressly assume by an
                  indenture supplemental hereto executed and delivered to the
                  Trustee, in form satisfactory to the Trustee, the due and
                  punctual payment of the principal of (and premium, if any) and
                  interest on all the Securities and the performance of every
                  covenant of this Indenture on the part of such Issuer to be
                  performed or observed;

                           (2) immediately after giving effect to such
                  transaction and treating any Indebtedness Incurred by the
                  Issuers or any of their respective Restricted Subsidiaries as
                  a result of such transaction as having been Incurred by the
                  Issuers 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 happened and be continuing;


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<PAGE>
                           (3) immediately after giving effect to such
                  transaction, and treating any Indebtedness Incurred by the
                  Issuers or any of their respective Restricted Subsidiaries as
                  a result of such transaction as having been Incurred at the
                  time of such transaction, the Issuers or the Successor Company
                  would be permitted to Incur at least $1.00 of additional
                  Indebtedness pursuant to the first paragraph under Section
                  1008 or (b) after giving effect to such transaction the
                  Indebtedness to EBITDA Ratio is not higher than the
                  Indebtedness to EBITDA Ratio prior to giving effect to such
                  transaction; and

                           (4) such Issuer has delivered to the Trustee an
                  Officer's Certificate and an Opinion of Counsel, each stating
                  that such consolidation, merger, conveyance, transfer, lease
                  or disposition and, if a supplemental indenture is required in
                  connection with such transaction, such supplemental indenture,
                  complies with this Article 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
                  Section 801 or of the comparison of the Indebtedness to EBITDA
                  Ratio prior to and immediately after giving effect to the
                  transaction of such Issuer or, if applicable, of the Successor
                  Company as required pursuant to the foregoing.

         Section 8.2. Successor Substituted.

         Upon any consolidation of either Issuer with, or merger of either
Issuer into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the properties and assets of such
Issuer 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, such Issuer under this Indenture with the same effect as if such successor
Person had been named as such Issuer 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.

         Section 8.3. Effect of the Reorganizations.

         (a) VoiceStream and VoiceStream Holdings are the initial issuers of the
Securities. If either Reorganization is completed, immediately upon such
Reorganization without any further act by any Person, VoiceStream shall cease to
be an Issuer of the Securities and any or all of its obligations under this
Indenture as an Issuer shall effectively terminate, and VoiceStream Holdings
shall remain as the sole Issuer of the Securities. If both Reorganizations are
terminated, immediately upon the termination of the last of the Reorganizations
to be terminated, without any further act by any Person, VoiceStream Holdings
shall cease to be an Issuer of the Securities and any or all of its obligations
under this Indenture as an Issuer shall effectively terminate, and VoiceStream



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<PAGE>
shall remain as the sole Issuer of the Securities. Upon either of VoiceStream or
VoiceStream Holdings being the sole Issuer, the term "Issuers" hereunder shall
be deemed to read "Issuer."

         (b) Notwithstanding anything contained in this Indenture to the
contrary, the Reorganizations and the transactions contemplated thereby shall be
deemed not to violate the provisions of this Indenture. The Issuers shall not be
required to take any actions they would otherwise be obligated to take under
this Indenture as a result of the Reorganizations and the transactions
contemplated thereby, nor will the provisions of this Indenture with respect to
Change of Control Triggering Event contained in Section 1016 or Asset
Dispositions contained in Section 1014 be applicable.

                                   ARTICLE 9
                             SUPPLEMENTAL INDENTURES

         Section 9.1. Supplemental Indentures Without Consent of Holders.

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

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

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

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

         (d) 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

         (e) 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 9.2. Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Issuers and the Trustee, the Issuers, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any


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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 instalment of interest on, any Security, or reduce the
                  principal amount thereof or the rate of interest thereon or
                  any premium payable thereon, or change the place of payment
                  where, or the coin or currency in which, any Security or any
                  premium or the 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

                           (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 1018, 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 1014 or 1016, modify
                  the provisions of this Indenture with respect to such Offer to
                  Purchase in a manner adverse to such Holder.

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

         Section 9.3. 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 be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by, and that all conditions


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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 9.4. 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 9.5. Conformity with Trust Indenture Act.

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

         Section 9.6. 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 Issuers shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Issuers, to any such supplemental
indenture may be prepared and executed by the Issuers and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.

         Section 9.7. Notice of Supplemental Indenture.

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

                                   ARTICLE 10
                                    COVENANTS

         Section 10.1. Payment of Principal, Premium and Interest.

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

         Section 10.2. Maintenance of Office or Agency.

         The Issuers 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 Issuers in respect of the
Securities and this Indenture may be served. The Issuers will give prompt
written notice to the Trustee of the location, and


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any change in the location, of such office or agency. If at any time the Issuers
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Issuers hereby appoint the Trustee as their agent to receive
all such presentations, surrenders, notices and demands.

         The Issuers 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 Issuers
of their obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York, for such purposes. The Issuers will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

         Section 10.3. Money for Security Payments to be Held in Trust.

         If the Issuers shall at any time act as their own Paying Agent, they
will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of their action or failure so to act.

         Whenever the Issuers shall have one or more Paying Agents, they will,
prior to each due date of the principal of (and premium, if any) or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or 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 Issuers will
promptly notify the Trustee of their action or failure so to act.

         The Issuers 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 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
                  Issuers (or any other obligor upon the Securities) in the
                  making of any payment of principal (and premium, if any) or
                  interest; and

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


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<PAGE>
         The Issuers may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuers 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 Issuers 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 Issuers, in trust for the payment of the principal of (and premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Issuers on Issuer Request, or (if then held by the Issuers)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Issuers for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuers as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Issuers 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 Issuers.

         Section 10.4. Existence.

         Subject to Article Eight, the Issuers will do or cause to be done all
things necessary to preserve and keep in full force and effect their existence,
rights (charter and statutory) and franchises; provided, however, that the
Issuers 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 Issuers and that
the loss thereof is not disadvantageous in any material respect to the Holders.

         Section 10.5. Maintenance of Properties.

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


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<PAGE>
         Section 10.6. Payment of Taxes and Other Claims.

         The Issuers will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Issuers or any of their
Restricted Subsidiaries or upon the income, profits or property of the Issuers
or any of their Restricted Subsidiaries, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Issuers or any of their Restricted Subsidiaries; provided,
however, that the Issuers shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         Section 10.7. Maintenance of Insurance.

         The Issuers shall, and shall cause any of their 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 Issuers to be
responsible to the extent that property of similar character is usually so
insured by corporations similarly situated and owning like properties in
accordance with good business practice.

         Section 10.8. Limitation on Consolidated Indebtedness.

         The Issuers shall not, and shall not permit any of their Restricted
Subsidiaries to, Incur any Indebtedness unless the Issuers' Indebtedness to
EBITDA Ratio at the end of the fiscal quarter immediately preceding the
Incurrence of such Indebtedness, after giving pro forma effect to the Incurrence
of such Indebtedness and any other Indebtedness Incurred since such date and the
receipt and application of the proceeds thereof, would be less than 8.0 to 1 for
the period ending December 31, 2005 and 7 to 1 thereafter.

         Notwithstanding the foregoing paragraph, the Issuers and/or any
Restricted Subsidiary of the Issuers, as the case may be, may Incur the
following Indebtedness:

                  (i) Indebtedness of an Issuer or any of its Restricted
         Subsidiaries, as the case may be, that is outstanding or committed at
         the time of the issuance of the Securities;

                  (ii) Indebtedness of an Issuer or any of its Restricted
         Subsidiaries, as the case may be, that is outstanding or committed at
         the date hereof under the Credit Facility of up to $1.2 billion or, if
         the Omnipoint Reorganization is completed, under the Anticipated New
         Credit Facility of up to $3.0 billion (including any letters of credit
         issued thereunder) and any renewal, extension, refinancing or refunding
         thereof in an amount which, together with any amount remaining
         outstanding or committed (x) under the Credit Facility, does not exceed
         $1.2 billion and (y) under the Anticipated New Credit Facility, does
         not exceed $3.0 billion, at any time outstanding; provided that this
         Clause (ii) shall not prohibit an Issuer or any of its Restricted
         Subsidiaries from Incurring additional Indebtedness under the Credit
         Facility or the Anticipated New Credit Facility otherwise permitted
         pursuant to this Section 1008;


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<PAGE>
                  (iii) Telecommunications Indebtedness;

                  (iv) Acquired Indebtedness of an Issuer or any of its
         Restricted Subsidiaries in connection with the acquisition of assets or
         a new Subsidiary and the incurrence by either Issuer's Restricted
         Subsidiaries 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 applicable
         Issuer or one of its Restricted Subsidiaries and was not incurred in
         connection with, or in contemplation of, the acquisition by the
         applicable Issuer or one of its Restricted Subsidiaries; and provided
         further that, in the case of any incurrence pursuant to this clause
         (iv), as a result of such acquisition by an Issuer or one of its
         Restricted Subsidiaries, the Issuers and their respective Restricted
         Subsidiaries would be permitted to incur an additional $1.00 of
         Indebtedness pursuant to the first paragraph of this Section 1008, as
         applicable;

                  (v) Indebtedness of an Issuer or any of its Restricted
         Subsidiaries represented by Capital Lease Obligations, mortgage
         financings or purchase money obligations, in each case incurred for the
         purpose of financing all or any part of the purchase price or cost of
         construction or improvement of property, plant or equipment used in the
         business of such Issuer or such Restricted Subsidiary, in an aggregate
         principal amount, including all Indebtedness incurred to refund,
         refinance or replace any other Indebtedness incurred pursuant to this
         clause (v), not to exceed $25 million at any one time outstanding;

                  (vi) Indebtedness owed by an Issuer to any Restricted
         Subsidiary of such Issuer (provided that such Indebtedness is at all
         times held by a Person which is a Restricted Subsidiary of the Issuer)
         or Indebtedness owed by a Restricted Subsidiary of such Issuer to such
         Issuer or a Restricted Subsidiary of such Issuer (provided that such
         Indebtedness is at all times held by such Issuer or a Person which is a
         Restricted Subsidiary of such Issuer); provided, however, that for
         purposes of this Section 1008, upon either (x) the transfer or other
         disposition by such Restricted Subsidiary or such Issuer of any
         Indebtedness so permitted to a Person other than such Issuer or another
         Restricted Subsidiary of such Issuer or (y) the issuance (other than
         directors' qualifying shares), sale, lease, transfer or other
         disposition of shares of Capital Stock (including by consolidation or
         merger) of such Restricted Subsidiary to a Person other than the Issuer
         or another such Restricted Subsidiary, the provisions of this Clause
         (vi) shall no longer be applicable to such Indebtedness and such
         Indebtedness shall be deemed to have been Incurred at the time of such
         transfer or other disposition;

                  (vii) Indebtedness of an Issuer or any of its Restricted
         Subsidiaries to renew, extend, refinance or refund any Indebtedness of
         such Issuer or any of its Restricted Subsidiaries outstanding or
         committed on the date of renewal, extension, refinancing or refunding
         other than Indebtedness Incurred pursuant to Clause (ii) or (vi) above;
         provided, however, that such Indebtedness does not


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<PAGE>
         exceed the principal amount of outstanding or committed Indebtedness so
         renewed, extended, refinanced or refunded plus financing fees and other
         expenses (including make-whole or other repurchase payments or
         premiums) associated therewith; and provided further, that (A) such
         renewing, extending, refinancing or refunding Indebtedness has a final
         maturity date the same as or later than the final maturity date of the
         Indebtedness being renewed, extended, refinanced or refunded; (B) in
         the case of any refinancing or refunding of Indebtedness pari passu to
         the Securities, the refinancing or refunding Indebtedness is made pari
         passu or subordinated to the Securities and, in the case of any
         refinancing or refunding of Indebtedness subordinated to the
         Securities, the refinancing or refunding Indebtedness is made
         subordinate to the Securities to substantially the same extent as the
         Indebtedness refinanced or refunded; and (C) such renewing, extending,
         refinancing or refunding Indebtedness has an Average Life equal to or
         longer than the life of the Indebtedness being renewed, extended,
         refinanced or refunded;

                  (viii)any Guarantee by any Restricted Subsidiary of any
         Indebtedness incurred under the Credit Facility or the Anticipated New
         Credit Facility, as applicable, in compliance with this Section 1008;

                  (ix) Indebtedness of an Issuer of any of its Restricted
         Subsidiaries under (or constituting reimbursement obligations with
         respect to) letters of credit, performance or surety bonds or similar
         instruments issued in the ordinary course of a Telecommunications
         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;

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

                  (xi) Indebtedness Incurred by an Issuer or any of its
         Restricted Subsidiary under Interest Rate Agreements or Currency
         Protection Agreements to hedge permitted Indebtedness;

                  (xii) Indebtedness of Omnipoint, Aerial or any of their
         respective Subsidiaries that is outstanding or committed at the time of
         the issuance of the Securities;


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<PAGE>
                  (xiii) Indebtedness evidenced by the Securities or otherwise
         arising under this Indenture;

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

                  (xv) Indebtedness of an Issuer or any of its Restricted
         Subsidiaries not otherwise permitted to be Incurred pursuant to Clauses
         (i) through (xiv) above, which, together with any other outstanding
         Indebtedness Incurred pursuant to this Clause (xv), has an aggregate
         principal amount not in excess of $50 million at any time outstanding
         or committed.

         Notwithstanding the foregoing, the maximum amount of Indebtedness that
either Issuer or any of its Restricted Subsidiaries may incur shall not be
deemed to be exceeded due solely to the result of fluctuations in the exchange
rates of currencies.

         For purposes of determining any particular amount of Indebtedness under
the foregoing clauses, (1) Guarantees, Liens or obligations with respect to
letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included and (2) any Liens
granted pursuant to the equal and ratable provisions of Section 1012 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
the above clauses, VoiceStream or VoiceStream Holdings, as the case may be, in
its respective sole discretion shall classify such item of Indebtedness and only
be required to include the amount and type of such Indebtedness in one of such
clauses.

         Section 10.9. Limitation on Issuances and Sales of Capital Stock of
Restricted Subsidiaries.

         The Issuers shall not, and shall not permit any of their respective
Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose
of any Capital Stock of such Restricted Subsidiary or any other Restricted
Subsidiary to any Person other than the Issuers or a Restricted Subsidiary; and
will not permit any Restricted Subsidiary to issue shares of its Capital Stock
or securities convertible into, or warrants, rights or options, to subscribe for
or purchase shares of, its Capital Stock to any Person other than the Issuers or
a Restricted Subsidiary, unless, in each such case:

                           (1) immediately after giving effect to such issuance
                  or sale, such Restricted Subsidiary would no longer constitute
                  a Restricted Subsidiary and any Investment in such Person
                  remaining after giving effect to such issuance or sale would
                  have been permitted to be made under Section 1010; or

                           (2) if such sale or disposition is effected in
                  accordance with the provisions under Section 1014;


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         The foregoing shall not prohibit the issuance of Capital Stock of a
Restricted Subsidiary of either Issuer pursuant to an employee stock option plan
approved by the Boards of Directors of the Restricted Subsidiary and such
Issuer.

         Section 10.10. Limitation on Restricted Payments.

         Each of the Issuers (i) shall not, and shall not permit any of its
Restricted Subsidiaries 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 or
in 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 to such Issuer or another
Restricted Subsidiary or (c) any declaration or payment of a dividend or other
distribution by a Restricted Subsidiary to any other shareholder of such
Restricted Subsidiary, so long as such Issuer or its Restricted Subsidiaries
receive their pro rata share of such dividends or distributions), (ii) shall
not, and shall not permit any of its Restricted Subsidiaries, directly or
indirectly, to purchase, redeem or otherwise acquire or retire for value (a) any
Capital Stock of such Issuer or any Related Person (other than a Restricted
Subsidiary) of such Issuer or (b) any options, warrants or rights to purchase or
acquire shares of Capital Stock of such Issuer or any Related Person (other than
a Restricted Subsidiary) of such Issuer, in each case other than pursuant to the
cashless exercise of options, (iii) shall not make, or permit any of its
Restricted Subsidiaries to make, any Investment other than a Permitted
Investment and (iv) shall not, and shall not permit any Restricted Subsidiary of
such Issuer to, redeem, defease (including, but not limited to, legal or
covenant defeasance), repurchase, retire or otherwise acquire or retire for
value prior to any scheduled maturity, repayment or sinking fund payment,
Indebtedness of such Issuer or such Restricted Subsidiary (other than the
Securities) which is subordinate in right of payment to the Securities (the
transactions described in Clauses (i) through (iv) being referred to herein as
"Restricted Payments"), if at the time thereof and giving effect thereto:

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

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

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

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


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                  (C) 100% of the aggregate Net Cash Proceeds received by the
         Issuers since the date of this Indenture from the issue or sale of
         Equity Interests of VoiceStream and VoiceStream Holdings or of debt
         securities of VoiceStream and VoiceStream Holdings that have been
         converted into such Capital Stock (other than to a Restricted
         Subsidiary);

                  (D) an amount equal to the net reduction in Investments made
         by an Issuer or a Restricted Subsidiary subsequent to the date of this
         Indenture in any Person resulting from:

                  (E) payments of interest on debt, repayment of loans or
         advances, or other transfers or distributions of property, in each case
         to an Issuer or any Restricted Subsidiary from any Person;

                  (F) to the extent that any Investment is sold for cash or
         otherwise liquidated or repaid for cash, the after-tax cash return of
         capital with respect to such Investment (less the cost of disposition,
         if any); and

                  (G) the redesignation of any Unrestricted Subsidiary as a
         Restricted Subsidiary, in which case such aggregate amount of the net
         reduction in Investments will not exceed the amount of such Investments
         previously made by the Issuers and their respective Restricted
         Subsidiaries in such Person or Unrestricted Subsidiary, as the case may
         be, which were treated as Restricted Payments; and

                  (H) $50 million.

         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 (2) below), the preceding provisions will not
prohibit:

                           (1) the payment of any dividend within 60 days after
                  declaration thereof if at the declaration date such payment
                  would have complied with the foregoing provision;

                           (2) the redemption, repurchase or other acquisition
                  or retirement for value of any Indebtedness of an Issuer
                  subordinated to the Securities in exchange for or out of the
                  proceeds of the substantially concurrent sale (other than to a
                  Restricted Subsidiary) of Equity Interests of VoiceStream or
                  VoiceStream Holdings, as the case may be, or from the
                  incurrence of Indebtedness pursuant to a refinancing permitted
                  under clause (vii) of Section 1008;

                           (3) the repurchase, redemption or other acquisition
                  or retirement for value of any Equity Interests of VoiceStream
                  or VoiceStream Holdings, as the case may be, in exchange for
                  or out of the proceeds of the substantially concurrent sale
                  (other than to a Restricted Subsidiary) of Equity Interests
                  (other than Disqualified


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                  Stock) of VoiceStream or VoiceStream Holdings, as the case may
                  be;

                           (4) the repurchase, redemption or other acquisition
                  of any Equity Interests of VoiceStream or VoiceStream
                  Holdings, as the case may be, held by present or former
                  employees, officers or directors of either Issuer or any of
                  their respective Subsidiaries; provided that the aggregate
                  price paid for all such repurchased, redeemed or otherwise
                  acquired Equity Interests shall not exceed $2.0 million in any
                  fiscal year;

                           (5) the repurchase, redemption or other acquisition
                  or retirement for value of any Equity Interests of VoiceStream
                  or VoiceStream Holdings, as the case may be, to the extent
                  necessary in the good faith judgment of the Board of Directors
                  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 VoiceStream or
                  VoiceStream Holdings, as the case may be, or any Restricted
                  Subsidiary from any government agency;

                           (6) 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 Triggering Event, provided that the
                  Issuers first make an Offer to Purchase the Securities (and
                  repurchase all tendered Securities) pursuant to the provisions
                  of Section 1016;

                           (7) Permitted Investments; and

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

         Section 10.11. Limitations Concerning Distributions and Transfers By
Restricted Subsidiaries.

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



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<PAGE>
to either Issuer or any of its Restricted Subsidiaries, except, in any such
case, any restriction or prohibition:

         (a) pursuant to any agreement in effect on the date of this Indenture,
or

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

         (c) pursuant to an agreement effecting a renewal, extension,
refinancing or refunding of any agreement described in Clauses (a), (b) or (d);
provided, however, that the provisions contained in such renewal, extension,
refinancing or refunding agreement relating to such encumbrance or restriction
are no more restrictive in any material respect than the provisions contained in
the agreement the subject thereof, or

         (d) pursuant to 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, taken as a whole, no
more restrictive in any material respect than those contained in this Indenture
or are no more restrictive in any material respect than those contained in the
Credit Facility, or

         (e) pursuant to an agreement by which an Issuer or any of its
Restricted Subsidiaries obtains financing, provided that (A) such restriction is
not materially more restrictive than customary provisions in comparable
financing agreements and (B) management of such Issuer determines that at the
time such agreement is entered into such restriction will not materially impair
the Issuers' ability to make payments on the Securities, such determination to
be confirmed by an Officers' Certificate delivered to the Trustee, or

         (f) pursuant to applicable law, or

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

         (h) pursuant to purchase money obligations for property acquired in the
ordinary course of business that impose restrictions of the type referred to in
clause (iii) of this Section 1011, or

         (i) pursuant to restrictions of the type referred to in clause (iii) of
this Section 1011 contained in security agreements securing Indebtedness of
either Issuer or a Restricted Subsidiary of either Issuer to the extent that
such Liens were otherwise incurred in accordance with the provisions under
Section 1012 and restrict the transfer of the collateral subject to such
agreements without restricting the transfer of other property, or



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         (j) pursuant to an agreement that has been entered into for the sale or
disposition of all or substantially all of the Capital Stock of, or property and
assets of, a Restricted Subsidiary of an Issuer.

         Nothing contained in the foregoing clauses shall prevent either Issuer
or any of its Restricted Subsidiaries from (i) creating, incurring, assuming or
suffering to exist any Liens otherwise permitted under this Indenture or (ii)
restricting the sale or other disposition of property or assets of either Issuer
or any of its Restricted Subsidiaries that secure Indebtedness of such Issuer or
any of its Restricted Subsidiaries.

         Section 10.12. Limitation on Liens.

         (a) The Issuers shall not, and shall not permit any of their respective
Restricted Subsidiaries 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 for so long as such Indebtedness will be so secured or (ii) in the
event such Indebtedness is Indebtedness of an Issuer which is subordinate in
right of payment to the Securities, prior to such Indebtedness as to such
property for so long as such Indebtedness will be so secured.

         The foregoing restrictions will not apply to:

                  (i) Liens in respect of Indebtedness existing at the date of
         this Indenture or that is outstanding or permitted under the Credit
         Facility or, assuming the Omnipoint Reorganization is completed, under
         the Anticipated New Credit Facility;

                  (ii) Liens in favor of an Issuer or Liens in favor of a Wholly
         Owned Restricted Subsidiary of an Issuer on the assets or Capital Stock
         of another Wholly Owned Restricted Subsidiary of an Issuer;

                  (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 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
         and 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 to secure Indebtedness to extend, renew, refinance
         or refund (or successive extensions, renewals, refinancings or
         refundings), in whole or in



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<PAGE>
         part, Indebtedness secured by any Lien referred to in the foregoing
         Clauses (i), (iii) and (iv) 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 (vii)
         of Section 1008;

                  (vi) Liens securing any Indebtedness of any of the Restricted
         Subsidiaries of an Issuer that was permitted by the provisions of this
         Indenture to be Incurred;

                  (vii) Liens on any Capital Stock of any Unrestricted
         Subsidiary of an Issuer securing Indebtedness of such Subsidiary that
         is Non-Recourse Indebtedness;

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

                  (ix) Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent or that are being contested in good
         faith by appropriate proceedings promptly instituted and diligently
         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;

                  (x) 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
         if adequate reserves with respect thereto are maintained on the books
         of the applicable Issuer or such Restricted Subsidiary, as the case may
         be, in conformity with generally accepted accounting principles; and

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

         Section 10.13. Limitation on Transactions with Affiliates and Related
Persons.

         The Issuers shall not, and shall not permit any of their respective
Restricted Subsidiaries to, directly or indirectly, enter into any transaction
(including, without limitation, any purchase, sale, lease or exchange of
property or 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)(each of the foregoing, an "Affiliate Transaction"),
unless management of the applicable Issuer shall determine (evidenced by an
Officers' Certificate), that:

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

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<PAGE>
                           (2) such transaction is on terms no less favorable to
                  the Issuers or such Restricted Subsidiary than those that
                  could be obtained in a comparable arm's length transaction
                  with a third party at the time.

         In the event that any transaction contemplated by the preceding
paragraph involves aggregate consideration in excess of $10 million, a
determination by a majority of the disinterested members of the Board of
Directors of VoiceStream or VoiceStream Holdings, as the case may be (which
determination shall be evidenced by a Board Resolution) will be required with
respect to clause (1) and (2) above.

         Notwithstanding the foregoing, the following items will not be deemed
to be Affiliate Transactions:

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

                           (2) customary payment of compensation to employees,
                  officers or consultants in the ordinary course of business and
                  payment of reasonable directors fees and customary
                  indemnification and insurance arrangements in favor of
                  directors, regardless of affiliation with the Issuers;

                           (3) Restricted Payments that are permitted by the
                  provisions of Section 1010;

                           (4) payments and other transactions required under or
                  contemplated by any agreement in effect on the date of this
                  Indenture and disclosed in VoiceStream's Form 10/A filed with
                  the SEC on April 13, 1999, its Form 10-Q for the quarter ended
                  June 30, 1999, its current reports on Form 8-K filed prior to
                  October 15, 1999 (or not required to be disclosed therein
                  pursuant to the rules and regulations of the Commission) and,
                  assuming completion of the Reorganizations, each of
                  Omnipoint's and Aerial's Form 10-K for the fiscal year ended
                  December 31, 1998 and Forms 10-Q and 8-K filed during calendar
                  year 1999 prior to the date of the offering circular
                  associated with the Securities (or not required to be
                  disclosed therein pursuant to the rules and regulations of the
                  Commission), or any agreement in effect at the time that an
                  entity becomes a Restricted Subsidiary or is merged into
                  either Issuer (and was not entered into in anticipation of
                  such acquisition), or any amendment thereto or replacement of
                  such agreement so long


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<PAGE>
                  as any such amendment or replacement is not disadvantageous to
                  the Holders in any material respect; and

                           (5) loans or advances to officers or employees of
                  either Issuer or any Restricted Subsidiary to pay business
                  related travel expenses or reasonable relocation costs of such
                  officers or employees in connection with their employment by
                  such Issuer or any of its Restricted Subsidiaries.

         Section 10.14. Limitation on Certain Asset Dispositions.

         (a) The Issuers will not, and will not permit any of their respective
Restricted Subsidiaries to, consummate an Asset Disposition unless:

                           (1) an Issuer (or the Restricted Subsidiary, as the
                  case may be) receives consideration at the time of such Asset
                  Disposition at least equal to the Fair Market Value of the
                  assets issued or sold or otherwise disposed of; and

                           (2) at least 75% of the consideration received in
                  such Asset Disposition by such Issuer or such Restricted
                  Subsidiary is in the form of cash or readily marketable cash
                  equivalents, the assumption of Indebtedness of an Issuer or
                  any Restricted Subsidiary or assets of a Telecommunications
                  Business.

         Within the applicable time period specified below, the Issuers or the
Restricted Subsidiary may apply Net Available Proceeds from an Asset Disposition
to (i) invest in assets of a Telecommunications Business or a Person engaged in
a Telecommunications Business; or (ii) permanently repay any Indebtedness of the
Issuers or any Indebtedness of a Restricted Subsidiary.

         Any Net Available Proceeds from Asset Dispositions that are not applied
or invested in accordance with the preceding paragraph within 365 days from the
date of such Asset Disposition, or within 18 months of such Asset Disposition if
the applicable Issuer or a Restricted Subsidiary has entered into a binding
agreement to invest in such assets or Person, will be deemed to constitute
Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10
million (taking into account income earned on such Excess Proceeds), the Issuers
will be required to make an Offer to Purchase to all Holders of Securities and
all holders of other senior indebtedness of the Issuers containing provisions
similar to those set forth in this Indenture, on a pro rata basis according to
principal amount, to purchase the maximum principal amount (or Accreted Value,
as applicable) of Securities and such other senior indebtedness of the Issuers
that may be purchased out of the Excess Proceeds. The offer price in any Offer
to Purchase will be payable in cash and will be 100% of the principal amount of
the Securities plus any accrued but unpaid Special Interest to but excluding the
date of purchase. In the case of any other senior indebtedness, the offer price
will be 100% of the principal amount (or accreted value, as applicable) of the
indebtedness plus accrued and unpaid interest


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<PAGE>
thereon, if any, to the date of purchase. If the aggregate principal amount of
the Securities or other senior indebtedness surrendered for purchase exceeds the
amount of Excess Proceeds, then the Securities and the other senior indebtedness
of the Issuers will be purchased pro rata according to the outstanding principal
amount of such Securities and other senior indebtedness with such adjustments as
may be deemed appropriate by the Issuers so that only Securities in
denominations of $1,000 or integral multiples thereof shall be purchased. To the
extent that any portion of the amount of Net Available Proceeds remains after
compliance with the preceding sentence and provided that all Holders of
Securities and other senior indebtedness have been given the opportunity to
tender their Securities or other senior indebtedness for purchase pursuant to
the Offer to Purchase, the Issuers or the Restricted Subsidiary may use the
remaining amount at their own discretion.

         (b) Not later than the date of the Offer with respect to an Offer to
Purchase pursuant to this Section 1014, the Issuers 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 Telecommunications
Assets or a Person in the Telecommunications Business, the actual assets or
Person acquired and (iii) the compliance of such allocation with the provisions
of Clause (a).

         The Issuers and the Trustee shall perform their respective obligations
specified in the Offer to Purchase. On or prior to the Purchase Date, the
Issuers 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 Issuers are acting as their 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 Issuers. The Paying Agent (or the Issuers,
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 mail or 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
Issuers to the Holder thereof. The Issuers shall publicly announce the results
of the Offer on or as soon as practicable after the Purchase Date.

         (c) Notwithstanding the foregoing, this Section 1014 shall not apply to
any Asset Disposition which constitutes a transfer, conveyance, sale, lease or
other disposition of all or substantially all of the Issuers' properties or
assets within the meaning of Section 801 hereof.

         Section 10.15. Limitation on Sale and Leaseback Transactions.

         The Issuers shall not, and shall not permit any of their respective
Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with
respect to any


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<PAGE>
property of an Issuer or any of its Restricted Subsidiaries (other than a Sale
and Leaseback Transaction between an Issuer or a Restricted Subsidiary or any of
them).

         The preceding paragraph shall not prohibit the Issuers or any of their
respective Restricted Subsidiaries from entering into a Sale and Leaseback
Transaction if:

                           (1) the Issuers and their respective Restricted
                  Subsidiaries would be entitled to create or incur a Lien to
                  secure Indebtedness pursuant to the provisions of Section 1012
                  equal in amount to the Attributable Value of the Sale and
                  Leaseback Transaction without equally and ratably securing the
                  Securities; and

                           (2) the Sale and Leaseback Transaction is treated as
                  an Asset Disposition and the provisions of Section 1014 are
                  satisfied with respect to such Sale and Leaseback Transaction.

         Section 10.16. Change of Control Triggering Event.

         (a) If a Change of Control Triggering Event occurs, the Issuers shall
have the right to repurchase in whole the Securities at a redemption price equal
to the greater of:

                           (1) 101% of the aggregate principal amount of the
                  Securities, plus accrued and unpaid interest and Special
                  Interest on the Securities, if any (subject to the right of
                  Holders of record on the relevant record date to receive
                  interest due on the relevant Interest Payment Date); and

                           (2) the sum of the present values of the remaining
                  scheduled payments of principal and interest thereon (not
                  including the portion of any such payments of interest accrued
                  as of the Redemption Date) discounted to the Redemption Date
                  on a semiannual basis at the Adjusted Treasury Rate, plus
                  accrued and unpaid interest and Special Interest on the
                  Securities, if any.

         A "Change of Control Triggering Event" will be deemed to have occurred
if a Change of Control and a Rating Decline occur. A "Rating Decline" will be
deemed to have occurred if at any time within the earlier of (1) 90 days after
the date of public notice of a Change of Control, or of the intention of an
Issuer or of any Person to effect a Change of Control and (2) the occurrence of
the Change of Control (which period shall in either event be extended so long as
the rating of the Securities is under publicly announced consideration for
possible downgrade by a Rating Agency), the rating of the Securities is
decreased by either Rating Agency by one or more Gradations and the rating by
both Rating Agencies on the Securities following such downgrade is below
Investment Grade.

         Within 30 days following any Change of Control Triggering Event, the
Issuers shall mail a notice to each Holder and each holder of senior
Indebtedness of the Issuers


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<PAGE>
containing similar provisions to those set forth in this Indenture describing
the transaction or transactions that constitute the Change of Control Triggering
Event and indicating the Issuers' intention to repurchase the Securities and
such other senior Indebtedness (in which case the provisions of Clause (b) of
this Section 1016 shall not be applicable) on the Change of Control Payment Date
specified in the notice. The Change of Control Payment Date shall be no earlier
than 30 days and not later than 60 days from the date the notice is mailed,
pursuant to the procedures required by this Indenture and described in such
notice.

         (b) If a Change of Control Triggering Event occurs, each Holder of
Securities shall have the right to require the Issuers to repurchase all or any
part (equal to $1,000 or an integral multiple of $1,000) of such Holder's
Securities pursuant to an Offer to Purchase. The offer price in any Offer to
Purchase shall be payable in cash and shall be 101% of the aggregate principal
amount of the Securities, plus accrued and unpaid interest and Special Interest
on the Securities, if any (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant Interest Payment
Date), to the date of purchase. Within 30 days following any Change of Control
Triggering Event, the Issuers shall mail a notice to each Holder and each holder
of senior Indebtedness of the Issuers containing provisions similar to those set
forth in this Indenture describing the transaction or transactions that
constitute the Change of Control Triggering Event and offering to repurchase
Securities and such other senior Indebtedness on the Change of Control Payment
Date specified in the notice. The Change of Control Payment Date shall be no
earlier than 30 days and not later than 60 days from the date the notice is
mailed, pursuant to the procedures required by this Indenture and described in
such notice.

         On the Change of Control Payment Date, the Issuers shall, to the extent
lawful:

                           (1) accept for payment all Securities or portions of
                  Securities properly tendered pursuant to the Offer to
                  Purchase;

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

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

         The Paying Agent shall promptly mail to each Holder of Securities
properly tendered the Change of Control Payment for such Securities, and the
Trustee shall promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of the Securities surrendered, if any; provided that the new
Security shall be in a principal amount of $1,000 or an integral multiple of
$1,000.


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<PAGE>
         (c) The provisions of this Section 1016 described above are applicable
whether or not any other provisions of this Indenture are applicable. The
Issuers shall comply with the requirements of Section 14(e) of the Exchange Act
and any other securities laws or regulations to the extent those laws and
regulations are applicable to any Offer to Purchase.

         Section 10.17. Statement by Officers as to Default; Compliance
Certificates.

         (a) Each Issuer shall 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 such Issuer ending after the date
hereof an Officers' Certificate, stating whether or not to the best knowledge of
the signers thereof such Issuer is in default in the performance and observance
of any of the terms, provisions and conditions of Section 801 or Sections 1004
to 1016, inclusive, and if such Issuer shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

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

         (c) Each Issuer shall deliver to the Trustee within 90 days after the
end of each fiscal year a written statement by such Issuer'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 10.18. Waiver of Certain Covenants.

         The Issuers may omit in any particular instance to comply with any
covenant or condition set forth in Section 801 and Sections 1004 to 1016, if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Issuers 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 Issuers
may not omit to comply with the terms of such Offer as to such Holder.


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         Section 10.19. Provision of Financial Information.

         Whether or not required by the Commission, so long as any Securities
are outstanding, VoiceStream or VoiceStream Holdings, as the case may be, shall
file with the Commission the annual reports, quarterly reports and other
documents which VoiceStream or VoiceStream Holdings, as the case may be, would
have been required to file with the Commission pursuant to such Section 13(a) or
15(d)or any successor provision thereto if VoiceStream or VoiceStream Holdings,
as the case may be, were so required, such documents to be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which VoiceStream or VoiceStream Holdings, as the case may be, would have been
required so to file such documents if VoiceStream or VoiceStream Holdings, as
the case may be, were so required.

         In addition, whether or not required by the Commission, so long as any
Securities are outstanding, VoiceStream or VoiceStream Holdings, as the case may
be, shall furnish to the Holders of Securities and the Trustee within 15 days of
each Required Filing Date copies of the annual reports, quarterly reports and
other documents which VoiceStream or VoiceStream Holdings, as the case may be,
files with the Commission pursuant to such Section 13(a) or 15(d) or any
successor provision thereto or would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) or any successor provisions
thereto if VoiceStream or VoiceStream Holdings, as the case may be, were
required to be subject to such Sections. If filing such documents by VoiceStream
or VoiceStream Holdings, as the case may be, with the Commission is not
permitted under the Securities Exchange Act of 1934, the VoiceStream or
VoiceStream Holdings, as the case may be, shall promptly upon written request
supply copies of such documents to any prospective Holder.

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

         Section 11.1. Right of Redemption.

         The Issuers will not have the right to redeem any Securities prior to
November 15, 2004 (other than out of the Net Cash Proceeds of a Public Equity
Offering or Strategic Equity Infusion, as described below, or upon a Change of
Control Triggering Event). The Securities will be redeemable at the option of
the Issuers, in whole or in part, at any time on or after November 15, 2004, at
the Redemption prices specified in the form of Security hereinbefore set forth
together with any applicable accrued interest, if any, thereon to the Redemption
Date. At any time on or prior to November 15, 2002, the Issuers may redeem, on
one or more occasions, up to an aggregate of 35% of the aggregate principal
amount at Maturity of the Securities originally outstanding at a redemption
price equal to 110.375% of the principal amount thereof, together with accrued
and unpaid interest, if any, to the date of redemption, with cash from the Net
Cash Proceeds to the Issuers of one or more Public Equity Offerings or Strategic
Equity Infusions; provided, that at least 65% of the aggregate principal amount
of the Securities originally outstanding remain outstanding immediately after
the occurrence of each such redemption; provided, further, that such notice of
redemption shall be sent within 30 days


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<PAGE>
after the date of closing of any such Public Equity Offering or Strategic Equity
Infusion, and such redemption shall occur within 60 days after the date such
notice is sent.

         Section 11.2. Applicability of Article.

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

         Section 11.3. Election to Redeem; Notice to Trustee.

         The election of the Issuers 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 Issuers of less than all the Securities, the Issuers
shall, at least 60 days prior to the Redemption Date fixed by the Issuers
(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 11.4. Selection by Trustee of Securities to Be Redeemed.

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

         The Trustee shall promptly notify the Issuers 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 11.5. Notice of Redemption.

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

         All notices of redemption shall state:


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                           (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 Issuers shall be given by the Issuers or, at the Issuers' request, by the
Trustee in the name and at the expense of the Issuers.

         Section 11.6. Deposit of Redemption Price.

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

         Section 11.7. 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
Issuers 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 Issuers 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 11.8. Securities Redeemed in Part.


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         Any Security which is to be redeemed only in part shall be surrendered
at an office or agency of the Issuers designated for that purpose pursuant to
Section 1002 (with, if the Issuers or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Issuers and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Issuers 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 12
                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 12.1. Issuers' Option to Effect Defeasance or Covenant
                       Defeasance.

         The Issuers may at their 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 12.2. Defeasance and Discharge.

         Upon the Issuers' exercise of the option provided in Section 1201
applicable to this Section, the Issuers shall be deemed to have been discharged
from their 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 Issuers shall be deemed to have
paid and discharged the entire indebtedness represented by the Outstanding
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Issuers, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1204 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any) and interest on such Securities when such payments are due, (B) the
Issuers' 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 Issuers may exercise its option under this Section 1202
notwithstanding the prior exercise of its option under Section 1203.

         Section 12.3. Covenant Defeasance.

         Upon the Issuers' exercise of the option provided in Section 1201
applicable to this Section, (i) the Issuers shall be released from its
obligations under Sections 1005 through 1016, inclusive, and Clauses (3) and (4)
of Section 801 and (ii) the occurrence of an event specified in Sections 501(3)
(with respect to Clauses (2), (3) or (4) of Section 801), 501(4) (with respect
to any of Sections 1005 through 1016, inclusive), 501(5) and 501(6) shall not be
deemed to be an Event of Default on and after the date the conditions


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<PAGE>
set forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that the Issuers 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 12.4. 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 Issuers shall irrevocably have deposited or
                  caused to be deposited with the Trustee (or another trustee
                  satisfying the requirements of Section 609 who shall agree to
                  comply with the provisions of this Article Twelve applicable
                  to it) as trust funds in trust for the purpose of making the
                  following payments, specifically pledged as security for, and
                  dedicated solely to, the benefit of the Holders of such
                  Securities, (A) money in an amount, or (B) U.S. Government
                  Obligations which through the scheduled payment of principal
                  and interest in respect thereof in accordance with their
                  terms, without the need for reinvestment, will provide, not
                  later than one day before the due date of any payment, money
                  in an amount, or (C) a combination thereof, sufficient, in the
                  opinion of a nationally recognized firm of independent public
                  accountants expressed in a written certification thereof
                  delivered to the Trustee, to pay and discharge, and which
                  shall be applied by the Trustee (or other qualifying trustee)
                  to pay and discharge, the principal of (and premium, if any),
                  and each installment of interest on the Securities on the
                  Stated Maturity of such principal or instalment of interest in
                  accordance with the terms of this Indenture and of such
                  Securities. For this purpose, "U.S. Government Obligations"
                  means securities that are (x) direct obligations of the United
                  States of America for the payment of which its full faith and
                  credit is pledged or (y) obligations of a Person controlled or
                  supervised by and acting as an agency or instrumentality of
                  the United States of America the payment of which is
                  unconditionally Guaranteed as a full faith and credit
                  obligation by the United States of America, which, in either
                  case, are not callable or redeemable at the option of the
                  issuer thereof, and shall also include a depository receipt
                  issued by a bank (as defined in Section 3(a)(2) of the
                  Securities Act 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


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<PAGE>
                  (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 Issuers shall have delivered to the Trustee an Opinion of
                  Counsel stating that (x) the Issuers have 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 Issuers 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.

                           (4) The Issuers shall have delivered to the Trustee
                  an Officer's 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 Issuers.

                           (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(7) and (8) 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).


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<PAGE>
                           (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 Issuers
                  are a party or by which it is bound.

                           (8) The Issuers 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 12.5. 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 Issuers acting as their own
Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest, but such money need not be segregated from other funds
except to the extent required by law.

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

         Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuers from time to time upon Issuers'
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 12.6. Reinstatement.


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<PAGE>
         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 Issuers' 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 Issuers make any payment of principal of (and
premium, if any) or interest on any Security following the reinstatement of
their obligations, the Issuers 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.____________________

         This instrument may be executed in any number of counterparts, 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


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

                                       VOICESTREAM WIRELESS CORPORATION

                                       By______________________________
                                                Name:  Donald Guthrie
                                                Title:  Vice Chairman

Attest:


______________________________
Name:  Alan R. Bender

                                       VOICESTREAM WIRELESS HOLDING CORPORATION


                                       By______________________________
                                                Name:  Donald Guthrie
                                                Title:  Vice Chairman

Attest:


______________________________
Name:  Alan R. Bender

                                       Harris Trust Company of California, as
                                       Trustee


                                       By______________________________
                                                Authorized Officer
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
ARTICLE 1 - Definitions and Other Provisions of General Application.....................................    1

         Section 1.1.      Definitions..................................................................    1
         Section 1.2.      Compliance Certificates and Opinions.........................................   27
         Section 1.3.      Form of Documents Delivered to Trustee.......................................   27
         Section 1.4.      Acts of Holders; Record Date.................................................   28
         Section 1.5.      Notices, Etc., to Trustee and Issuer.........................................   29
         Section 1.6.      Notice to Holders; Waiver....................................................   29
         Section 1.7.      Conflict with Trust Indenture Act............................................   30
         Section 1.8.      Effect of Headings and Table of Contents.....................................   30
         Section 1.9.      Successors and Assigns.......................................................   30
         Section 1.10.     Separability Clause..........................................................   30
         Section 1.11.     Benefits of Indenture........................................................   30
         Section 1.12.     Governing Law................................................................   30
         Section 1.13.     Legal Holidays...............................................................   30

ARTICLE 2 - Security Forms..............................................................................   31

         Section 2.1.      Forms Generally..............................................................   31
         Section 2.2.      Form of Face of Security.....................................................   31
         Section 2.3.      Form of Reverse of Security..................................................   35
         Section 2.4.      Form of Trustee's Certificate of Authentication..............................   38

ARTICLE 3 - The Securities..............................................................................   39

         Section 3.1.      Title and Terms..............................................................   39
         Section 3.2.      Denominations................................................................   40
         Section 3.3.      Execution, Authentication, Delivery and Dating...............................   40
         Section 3.4.      Temporary Securities.........................................................   41
         Section 3.5.      Global Securities............................................................   41
         Section 3.6.      Registration, Registration of Transfer and Exchange Generally;
                           Certain Transfers and Exchanges; Securities Act Legends......................   43
         Section 3.7.      Mutilated, Destroyed, Lost and Stolen Securities.............................   47
         Section 3.8.      Payment of Interest; Interest Rights Preserved...............................   48
         Section 3.9.      Persons Deemed Owners........................................................   49
         Section 3.10.     Cancellation.................................................................   50
         Section 3.11.     Computation of Interest......................................................   50

ARTICLE 4 - Satisfaction and Discharge..................................................................   50

         Section 4.1.      Satisfaction and Discharge of Indenture......................................   50
         Section 4.2.      Application of Trust Money...................................................   51

ARTICLE 5 - Remedies....................................................................................   52

         Section 5.1.      Events of Default............................................................   52
         Section 5.2.      Acceleration of Maturity; Rescission and Annulment...........................   54
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                        <C>
         Section 5.3.      Collection of Indebtedness and Suits for Enforcement
                           by Trustee...................................................................   55
         Section 5.4.      Trustee May File Proofs of Claim.............................................   56
         Section 5.5.      Trustee May Enforce Claims Without Possession of Securities..................   56
         Section 5.6.      Application of Money Collected...............................................   56
         Section 5.7.      Limitation on Suits..........................................................   57
         Section 5.8.      Unconditional Right of Holders to Receive Principal,
                           Premium and Interest.........................................................   57
         Section 5.9.      Restoration of Rights and Remedies...........................................   58
         Section 5.10.     Rights and Remedies Cumulative...............................................   58
         Section 5.11.     Delay or Omission Not Waiver.................................................   58
         Section 5.12.     Control by Holders...........................................................   58
         Section 5.13.     Waiver of Past Defaults......................................................   59
         Section 5.14.     Undertaking for Costs........................................................   59
         Section 5.15.     Waiver of Stay or Extension Laws.............................................   59

ARTICLE 6 - The Trustee.................................................................................   60

         Section 6.1.      Certain Duties and Responsibilities..........................................   60
         Section 6.2.      Notice of Defaults...........................................................   60
         Section 6.3.      Certain Rights of Trustee....................................................   60
         Section 6.4.      Not Responsible for Recitals or Issuance of Securities.......................   61
         Section 6.5.      May Hold Securities..........................................................   62
         Section 6.6.      Money Held in Trust..........................................................   62
         Section 6.7.      Compensation and Reimbursement...............................................   62
         Section 6.8.      Disqualification; Conflicting Interests......................................   63
         Section 6.9.      Corporate Trustee Required; Eligibility......................................   63
         Section 6.10.     Resignation and Removal; Appointment of Successor............................   63
         Section 6.11.     Acceptance of Appointment by Successor.......................................   64
         Section 6.12.     Merger, Conversion, Consolidation or Succession to Business..................   65
         Section 6.13.     Preferential Collection of Claims Against the Issuers........................   65
         Section 6.14.     Appointment of Authenticating Agent..........................................   65

ARTICLE 7 - Holders' Lists and Reports by Trustee and Issuers...........................................   67

         Section 7.1.      Issuers to Furnish Trustee Names and Addresses of Holders....................   67
         Section 7.2.      Preservation of Information; Communications to Holders.......................   67
         Section 7.3.      Reports by Trustee...........................................................   67
         Section 7.4.      Reports by Issuers...........................................................   67

ARTICLE 8 - Consolidation, Merger, Conveyance, Transfer or Lease........................................   68

         Section 8.1.      Issuers May Consolidate, Etc. Only on Certain Terms..........................   68
         Section 8.2.      Successor Substituted........................................................   69
         Section 8.3.      Effect of the Reorganizations................................................   69

ARTICLE 9 - Supplemental Indentures.....................................................................   70

         Section 9.1.      Supplemental Indentures Without Consent of Holders...........................   70
         Section 9.2.      Supplemental Indentures with Consent of Holders..............................   70
         Section 9.3.      Execution of Supplemental Indentures.........................................   71
</TABLE>


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<PAGE>
<TABLE>
<S>                                                                                                        <C>
         Section 9.4.      Effect of Supplemental Indentures............................................   72
         Section 9.5.      Conformity with Trust Indenture Act..........................................   72
         Section 9.6.      Reference in Securities to Supplemental Indentures...........................   72
         Section 9.7.      Notice of Supplemental Indenture.............................................   72

ARTICLE 10 - Covenants..................................................................................   72

         Section 10.1.     Payment of Principal, Premium and Interest...................................   72
         Section 10.2.     Maintenance of Office or Agency..............................................   72
         Section 10.3.     Money for Security Payments to be Held in Trust..............................   73
         Section 10.4.     Existence....................................................................   74
         Section 10.5.     Maintenance of Properties....................................................   74
         Section 10.6.     Payment of Taxes and Other Claims............................................   75
         Section 10.7.     Maintenance of Insurance.....................................................   75
         Section 10.8.     Limitation on Consolidated Indebtedness......................................   75
         Section 10.9.     Limitation on Issuances and Sales of Capital Stock
                           of Restricted Subsidiaries...................................................   78
         Section 10.10.    Limitation on Restricted Payments............................................   79
         Section 10.11.    Limitations Concerning Distributions and
                           Transfers By Restricted Subsidiaries.........................................   81
         Section 10.12.    Limitation on Liens..........................................................   83
         Section 10.13.    Limitation on Transactions with Affiliates and Related Persons...............   84
         Section 10.14.    Limitation on Certain Asset Dispositions.....................................   86
         Section 10.15.    Limitation on Sale and Leaseback Transactions................................   87
         Section 10.16.    Change of Control Triggering Event...........................................   88
         Section 10.17.    Statement by Officers as to Default; Compliance Certificates.................   90
         Section 10.18.    Waiver of Certain Covenants..................................................   90
         Section 10.19.    Provision of Financial Information...........................................   91

ARTICLE 11 - Redemption of Securities...................................................................   91

         Section 11.1.     Right of Redemption..........................................................   91
         Section 11.2.     Applicability of Article.....................................................   92
         Section 11.3.     Election to Redeem; Notice to Trustee........................................   92
         Section 11.4.     Selection by Trustee of Securities to Be Redeemed............................   92
         Section 11.5.     Notice of Redemption.........................................................   92
         Section 11.6.     Deposit of Redemption Price..................................................   93
         Section 11.7.     Securities Payable on Redemption Date........................................   93
         Section 11.8.     Securities Redeemed in Part..................................................   93

ARTICLE 12 - Defeasance and Covenant Defeasance.........................................................   94

         Section 12.1.     Issuers' Option to Effect Defeasance or Covenant Defeasance..................   94
         Section 12.2.     Defeasance and Discharge.....................................................   94
         Section 12.3.     Covenant Defeasance..........................................................   94
         Section 12.4.     Conditions to Defeasance or Covenant Defeasance..............................   95
         Section 12.5.     Deposited Money and U.S. Government Obligations
                           to be Held in Trust; Other Miscellaneous Provisions..........................   97
         Section 12.6.     Reinstatement................................................................   97
</TABLE>


                                      iii