<PAGE>

                                                                   Exhibit 4.1
                                                                   -----------

                               IWO HOLDINGS, INC.

                           14% Senior Notes due 2011

                                   INDENTURE

                          Dated as of February 2, 2001

                               FIRSTAR BANK, N.A.

                                    Trustee
<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                           Page No.
                                                                                                           --------
<S>                                                                                                        <C>

              ARTICLE I Definitions and Incorporation by Reference

      SECTION 1.01.  Definitions..................................................................................1
      SECTION 1.02.  Other Definitions...........................................................................29
      SECTION 1.03.  Incorporation by Reference of Trust Indenture Act...........................................31
      SECTION 1.04.  Rules of Construction.......................................................................31

                                        ARTICLE II The Securities

      SECTION 2.01.  Form and Dating.............................................................................32
      SECTION 2.02.  Execution and Authentication................................................................33
      SECTION 2.03.  Registrar and Paying Agent..................................................................34
      SECTION 2.04.  Paying Agent to Hold Money in Trust.........................................................35
      SECTION 2.05.  Securityholder Lists........................................................................35
      SECTION 2.06.  Transfer and Exchange.......................................................................36
      SECTION 2.07.  Replacement Securities......................................................................36
      SECTION 2.08.  Outstanding Securities......................................................................37
      SECTION 2.09.  Temporary Securities........................................................................37
      SECTION 2.10.  Cancellation................................................................................38
      SECTION 2.11.  Defaulted Interest..........................................................................38
      SECTION 2.12.  CUSIP Numbers...............................................................................38
      SECTION 2.13.  Book-Entry Provisions for Global Securities.................................................38
      SECTION 2.14.  Special Transfer Provisions.................................................................39

                                          ARTICLE III Redemption

      SECTION 3.01.  Notices to Trustee..........................................................................41
      SECTION 3.02.  Selection.................................................................................. 41
      SECTION 3.03.  Notice..................................................................................... 42
      SECTION 3.04.  Effect of Notice of Redemption..............................................................42
      SECTION 3.05.  Deposit of Redemption Price.................................................................43
      SECTION 3.06.  Securities Redeemed in Part.................................................................43
      SECTION 3.07.  Optional Redemption.........................................................................43
      SECTION 3.08.  No Sinking Fund.............................................................................44
      SECTION 3.09.  Repurchase Offers...........................................................................44

                                           ARTICLE IV Covenants

      SECTION 4.01.  Payment of Securities.......................................................................47
      SECTION 4.02.  Reports.....................................................................................47
      SECTION 4.03.  Incurrence of Debt and Issuance of Preferred Stock..........................................47
      SECTION 4.04.  Restricted Payments.........................................................................50
      SECTION 4.05.  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries...................53

                                                         i
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                        <C>
      SECTION 4.06.  Asset Sales.................................................................................54
      SECTION 4.07.  Transactions with Affiliates................................................................56
      SECTION 4.08.  Change of Control...........................................................................58
      SECTION 4.09.  Compliance Certificate......................................................................58
      SECTION 4.10.  Limitations on Designations of Unrestricted Subsidiaries....................................58
      SECTION 4.11.  Liens.......................................................................................59
      SECTION 4.12.  Additional Security Guarantees..............................................................59
      SECTION 4.13.  Business Activities.........................................................................60
      SECTION 4.14.  No Senior Subordinated Debt.................................................................60
      SECTION 4.15.  Sale and Leaseback Transactions.............................................................60

                                        ARTICLE V Successor Issuer

      SECTION 5.01.  Merger, Consolidation or Sale of All or Substantially All Assets of the Issuer..............60
      SECTION 5.02.  Merger, Consolidation or Sale of All or Substantially All Assets of a Guarantor.............62

                                     ARTICLE VI Defaults and Remedies

      SECTION 6.01.  Events of Default and Remedies..............................................................63
      SECTION 6.02.  Acceleration................................................................................65
      SECTION 6.03.  Other Remedies..............................................................................65
      SECTION 6.04.  Waiver of Past Defaults.....................................................................65
      SECTION 6.05.  Control by Majority.........................................................................65
      SECTION 6.06.  Limitation on Suits.........................................................................66
      SECTION 6.07.  Rights of Holders to Receive Payment........................................................66
      SECTION 6.08.  Collection Suit by Trustee..................................................................66
      SECTION 6.09.  Trustee May File Proofs of Claim............................................................66
      SECTION 6.10.  Priorities..................................................................................67
      SECTION 6.11.  Undertaking for Costs.......................................................................67
      SECTION 6.12.  Waiver of Stay or Extension Laws............................................................67

                                           ARTICLE VII Trustee

      SECTION 7.01.  Duties of Trustee...........................................................................68
      SECTION 7.02.  Rights of Trustee...........................................................................69
      SECTION 7.03.  Individual Rights of Trustee................................................................70
      SECTION 7.04.  Trustee's Disclaimer........................................................................70
      SECTION 7.05.  Notice of Defaults..........................................................................70
      SECTION 7.06.  Reports by Trustee to Holders...............................................................70
      SECTION 7.07.  Compensation and Indemnity..................................................................71
      SECTION 7.08.  Replacement of Trustee......................................................................72
      SECTION 7.09.  Successor Trustee by Merger.................................................................72
      SECTION 7.10.  Eligibility; Disqualification...............................................................73
      SECTION 7.11.  Preferential Collection of Claims Against Issuer............................................73
</TABLE>

                                      ii
<PAGE>

<TABLE>
                             ARTICLE VIII Discharge of Indenture; Defeasance

<S>                                                                                                        <C>
      SECTION 8.01.  Legal Defeasance and Covenant Defeasance....................................................73
      SECTION 8.02.  Conditions to Legal or Covenant Defeasance..................................................74
      SECTION 8.03.  Satisfaction and Discharge of Indenture.....................................................75
      SECTION 8.04.  Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                               Provisions........................................................................76
      SECTION 8.05.  Repayment to Issuer.........................................................................77
      SECTION 8.06.  Reinstatement...............................................................................77

                                          ARTICLE IX Amendments

      SECTION 9.01.  Without Consent of Holders..................................................................77
      SECTION 9.02.  With Consent of Holders.....................................................................78
      SECTION 9.03.  Compliance with Trust Indenture Act.........................................................79
      SECTION 9.04.  Revocation and Effect of Consents and Waivers...............................................79
      SECTION 9.05.  Notation on or Exchange of Securities.......................................................79
      SECTION 9.06.  Trustee to Sign Amendments..................................................................80
      SECTION 9.07.  Payment for Consent.........................................................................80

                                         ARTICLE X Pledge Account

      SECTION 10.01.  Pledge Agreement...........................................................................84

                                      ARTICLE XI Security Guarantees

      SECTION 11.01.  Security Guarantees........................................................................84
      SECTION 11.02.  Limitation on Liability; Release...........................................................86
      SECTION 11.03.  Successors and Assigns.....................................................................87
      SECTION 11.04.  No Waiver..................................................................................87
      SECTION 11.05.  Modification...............................................................................87

                           ARTICLE XII Subordination of the Security Guarantees

      SECTION 12.01.  Agreement To Subordinate...................................................................87
      SECTION 12.02.  Liquidation, Dissolution, Bankruptcy.......................................................88
      SECTION 12.03.  Default on Senior Debt of a Guarantor......................................................88
      SECTION 12.04.  Demand for Payment.........................................................................89
      SECTION 12.05.  When Distribution Must Be Paid Over........................................................89
      SECTION 12.06.  Subrogation................................................................................89
      SECTION 12.07.  Relative Rights............................................................................90
      SECTION 12.08.  Subordination May Not Be Impaired by a Guarantor...........................................90
      SECTION 12.09.  Rights of Trustee and Paying Agent.........................................................90
      SECTION 12.10.  Distribution or Notice to Representative...................................................90
      SECTION 12.11.  Article XII Not to Prevent Events of Default or Limit Right to Accelerate..................90
      SECTION 12.12.  Trust Moneys Not Subordinated..............................................................90
      SECTION 12.13.  Trustee Entitled To Rely...................................................................91
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                        <C>
      SECTION 12.14.  Trustee To Effectuate Subordination........................................................91
      SECTION 12.15.  Trustee Not Fiduciary for Holders of Senior Debt of a Guarantor............................91
      SECTION 12.16.  Reliance by Holders of Senior Debt of a Guarantor on Subordination Provisions..............91
      SECTION 12.17.  Trustee's Compensation Not Prejudiced......................................................92

                                        ARTICLE XIII Miscellaneous

      SECTION 13.01.  Trust Indenture Act Controls...............................................................93
      SECTION 13.02.  Notices....................................................................................93
      SECTION 13.03.  Communication by Holders with Other Holders................................................94
      SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.........................................94
      SECTION 13.05.  Statements Required in Certificate or Opinion..............................................95
      SECTION 13.06.  When Securities Disregarded................................................................95
      SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar...............................................95
      SECTION 13.08.  Legal Holidays.............................................................................95
      SECTION 13.09.  GOVERNING LAW..............................................................................95
      SECTION 13.10.  No Recourse Against Others.................................................................95
      SECTION 13.11.  Successors.................................................................................96
      SECTION 13.12.  Multiple Originals.........................................................................96
      SECTION 13.13.  Table of Contents; Headings................................................................96
      SECTION 13.14.  Severability...............................................................................96
      SECTION 13.15.  No Adverse Interpretation of Other Agreements..............................................96
</TABLE>

EXHIBITS


     EXHIBIT A - FORM OF INITIAL SECURITY

     EXHIBIT B - FORM OF EXCHANGE OR PERMANENT REGULATION S SECURITY

     EXHIBIT C - FORM OF PRIVATE EXCHANGE SECURITY

     EXHIBIT D - [INTENTIONALLY OMITTED]

     EXHIBIT E - FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                 TRANSFERS PURSUANT TO RULE 144A

     EXHIBIT F - FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                 TRANSFERS PURSUANT TO REGULATION S

     EXHIBIT G - FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                 EXCHANGE OF TEMPORARY REGULATION S GLOBAL SECURITY
                 FOR PERMANENT REGULATION S GLOBAL SECURITY

                                      iv
<PAGE>

<TABLE>
<CAPTION>
                              CROSS-REFERENCE TABLE

              TIA Section                                              Indenture Section
              -----------                                              -----------------
              <S>                                                      <C>
              310(a)(1)..........................................................7.10
              (a)(2).............................................................7.10
              (a)(3)..............................................................N/A
              (a)(4)..............................................................N/A
              (b)..........................................................7.08; 7.10
              (c).................................................................N/A
              311(a).............................................................7.11
              (b)................................................................7.11
              (c).................................................................N/A
              312(a).............................................................2.05
              (b)...............................................................13.03
              (c)...............................................................13.03
              313(a).............................................................7.06
              (b)(1)..............................................................N/A
              (b)(2).............................................................7.06
              (c)...............................................................13.02
              (d)................................................................7.06
              314(a).......................................................4.02; 4.09
              (b).................................................................N/A
              (c)(1)............................................................13.04
              (c)(2)............................................................13.04
              (c)(3)............................................................13.04
              (d).................................................................N/A
              (e)...............................................................13.05
              (f).................................................................N/A
              315(a).............................................................7.01
              (b).........................................................7.05; 13.02
              (c)................................................................7.01
              (d)................................................................7.01
              (e)................................................................6.11
              316(a)(last sentence).............................................13.06
              (a)(1)(A)..........................................................6.05
              (a)(1)(B)..........................................................6.04
              (a)(2)..............................................................N/A
              (b)................................................................6.07
              317(a)(1)..........................................................6.08
              (a)(2).............................................................6.09
              (b)................................................................2.04
              318(a)............................................................13.01
              N/A means Not Applicable
</TABLE>

       -----------
       Note:  This Cross-Reference Table shall not, for any purpose, be deemed
       to be part of this Indenture.
<PAGE>

     INDENTURE dated as of February 2, 2001, among IWO Holdings, Inc., a
Delaware corporation (the "Issuer"), Independent Wireless One Corporation, as
                           ------
guarantor (the "Initial Guarantor"), and Firstar Bank, N.A., a national
                -----------------
association (the "Trustee").
                  -------

     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of (i) the Issuer's 14% Senior
Notes due 2011 issued on the Closing Date, (ii) any Additional Securities (as
defined herein) that may be issued on any other Issue Date (all such Securities
in clauses (i) and (ii) being referred to collectively as the "Initial
                                                               -------
Securities"), (iii) if and when issued as provided in a Registration Rights
----------
Agreement, the Issuer's 14% Senior Notes due 2011 issued in a Registered
Exchange Offer (as defined below) in exchange for any Initial Securities (the
"Exchange Securities") and (iv), if and when issued as provided in a
--------------------
Registration Rights Agreement, the Private Exchange Securities (as defined)
issued in a Private Exchange (as defined) (the "Private Exchange Securities,"
                                                ---------------------------
and together with the Initial Securities and any Exchange Securities issued
hereunder, the "Securities"):
                ----------

                                   ARTICLE I


                   Definitions and Incorporation by Reference
                   ------------------------------------------

     SECTION 1.01.  Definitions .
                    -----------

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

     (1) Debt of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person,
including Debt incurred in connection with, or in contemplation of, such other
Person's merging with or into or becoming a Restricted Subsidiary of such
specified Person; and

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

     "Additional Securities" shall mean Initial Securities initially issued
      ---------------------
subsequent to the Closing Date pursuant to Article II and in compliance with
Section 4.03 and any Exchange Securities or Private Exchange Securities issued
in respect of such Initial Securities.

     "Affiliate" of any specified Person means:
      ---------

     (1) any other Person, directly or indirectly, controlling or controlled by
or under direct or indirect common control with such specified Person;

     (2) any other Person that owns, directly or indirectly, 5% or more of such
specified Person's Voting Stock; or

     (3) any Person who is a director or officer (a) of such Person, (b) of any
Subsidiary of such Person or (c) of any Person described in clause (1) or (2)
above.

     For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any
<PAGE>

Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.

     "Annualized Operating Cash Flow" means (i) Operating Cash Flow for any
      ------------------------------
period of two consecutive fiscal quarters (ii) multiplied by two.

     "Applicable Premium" means, with respect to a Security at any redemption
      ------------------
date, the greater of (i) 1.0% of the principal amount of such Security and (ii)
the excess of (A) the present value at such time of (1) the redemption price of
such Security at January 15, 2006 (such redemption price being set forth in the
table in Section 3.07(a)) plus (2) all required interest payments due on such
Security through January 15, 2006 (excluding accrued but unpaid interest),
computed using a discount rate equal to the Treasury Rate plus 50 basis points,
over (B) the principal amount of such Security, if greater.

     "Asset Sale" means:
      ----------

     (1) the sale, lease, conveyance or other disposition of any assets or
rights (including by way of a sale and leaseback); provided that the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the Issuer and its Restricted Subsidiaries taken as a whole will be governed
by Section 5.01 or 5.02 and not by Section 4.06, and

     (2) the issue or sale by the Issuer or any of its Restricted Subsidiaries
of Equity Interests of any of the Issuer's Restricted Subsidiaries (other than
director's qualifying shares).

Notwithstanding the foregoing, the following will not be Asset Sales:

          (a) any single transaction or a series of related transactions that
(a) have a fair market value less than $1.0 million or (b) for net proceeds less
than $1.0 million.

          (b) a transfer of assets or an issuance of Equity Interests by a
Restricted Subsidiary to the Issuer or to another Restricted Subsidiary or a
transfer of assets by the Issuer to a Restricted Subsidiary;

          (c) a Restricted Payment or Permitted Investment that is permitted by
Section 4.04 (including any formation of or contribution of assets to a
Subsidiary or joint venture);

          (d) any disposition of property or assets (including inventory,
accounts receivable and licensing agreements) of the Issuer or any of its
Subsidiaries in the ordinary course of business, or that in the reasonable
judgment of the Issuer, have become uneconomic, obsolete or worn out;

          (e) the disposition of Cash Equivalents; and

          (f) the sale or factoring of Receivables on customary market terms
pursuant to Credit Facilities or Receivables Facilities but only if the proceeds
thereof received by the Issuer and its Restricted Subsidiaries represent the
fair market value of such Receivables (net of customary discounts).

                                       2
<PAGE>

     "Beneficial Owner," "Beneficially Own" and Beneficial Ownership" have the
      --------------------------------------------------------------
meaning assigned to such terms in Rule 13d-3 and Rule 13d-5, under the Exchange
Act, except that in calculating the beneficial ownership of any particular
"person", as such term is used in Section 13(d)(3) of the Exchange Act, such
"person" shall be deemed to have beneficial ownership of all securities that
such "person" has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition.

     "Board of Directors" means, with respect to any Person, the Board of
      ------------------
Directors of such Person, or (except if used in the definition of "Change of
Control") any authorized committee of the Board of Directors of such Person.

     "Board Resolution" means a copy of a resolution certified by the Secretary
      ----------------
or an Assistant Secretary of the Issuer to have been duly adopted by the Board
of Directors of the Issuer, unless the context specifically requires that such
resolution be adopted by a majority of the disinterested directors, in which
case by a majority of such directors, and to be in full force and effect on the
date of such certification and delivered to the Trustee.

     "Business Day" means a day other than a Saturday, Sunday or other day on
      ------------
which banking institutions in New York State or Minnesota are authorized or
required by law to close.

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

     "Capital Stock" means:
      -------------

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

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

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

     "Cash Equivalents" means:
      ----------------

     (1) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof in each case
maturing within one year after the date of acquisition;

     (2) certificates of deposit and eurodollar time deposits with maturities of
one year or less from the date of acquisition, bankers' acceptances with
maturities not exceeding one year and overnight bank deposits, in each case with
any commercial bank or trust company having capital and surplus in excess of
$300 million;

     (3) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (1) and (2) above
entered into with any financial institution meeting the qualifications specified
in clause (2) above;

                                       3
<PAGE>

     (4) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, Inc. ("S&P") and in each case maturing
within one year after the date of acquisition;

     (5) readily marketable direct obligations issued by any state of the United
States of America or any political subdivision thereof having one of the two
highest rating categories obtainable from either Moody's or S&P and in each case
maturing within one year after the date of acquisition; and

     (6) investment funds investing at least 95% of their assets in securities
of the types described in clauses (1)-(4) above.

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

     (1) the sale, transfer, conveyance or other disposition, other than by way
or merger or consolidation, in one or a series of related transactions, of all
or substantially all of the assets of the Issuer and its Restricted Subsidiaries
taken as a whole to any "person" or "group" as such terms are used in Section
13(d)(3) of the Exchange Act, other than any such disposition to a Person more
than 50.0% of the Voting Stock of which is Beneficially Owned, directly or
indirectly, by the Investcorp Group which disposition complies with the
provisions of Article V of this Indenture;

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

     (3) the consummation of any transaction, including any merger or
consolidation, whereby any "person" or "group" as defined above, other than the
Investcorp Group, becomes the Beneficial Owner, directly or indirectly, of more
than 50.0% of the Voting Stock of the Issuer; provided that so long as the
surviving Person in such a transaction is a Subsidiary of a parent Person, no
Person shall be deemed under this clause (3) of this "Change of Control"
definition to be or become a Beneficial Owner of more than 50.0% of the Voting
Stock of such surviving Person unless such Person (or any "group," as defined
above, to which such Person is a member) shall be or become a Beneficial Owner
of more than 50.0% of the Voting Stock of such parent Person;

     (4) the first day on which a majority of the members of the Board of
Directors of the Issuer are not Continuing Directors; or

     (5) the Issuer consolidates with, or merges with or into, any Person, or
any Person consolidates with, or merges with or into, the Issuer, in any such
event pursuant to a transaction in which any of the outstanding Voting Stock of
the Issuer is converted into or exchanged for cash, securities or other
property, other than any such transaction where (a) the Capital Stock of the
Issuer outstanding immediately prior to such transaction is converted into or
exchanged for Voting Stock, other than Disqualified Stock, of the surviving or
transferee Person (or a parent Person) constituting at least a majority of the
outstanding shares of such Voting Stock of such surviving or transferee Person
(or such parent Person) immediately after giving effect to such transaction, or
(b) the Investcorp Group, as a whole, immediately after giving effect to such
transaction, Beneficially Owns, directly or indirectly, at least a majority of
the Voting Stock of such surviving or transferee person.

                                       4
<PAGE>

     Notwithstanding anything to the contrary contained in clauses (1), (3), (4)
and (5) above, a "Change of Control" shall not be deemed to occur as the result
of a merger or consolidation of the Issuer with or into, or a sale, transfer,
conveyance or other disposition, in one or a series of related transactions, of
all or substantially all of the assets of the Issuer and its Restricted
Subsidiaries taken as a whole to (each a "Specified Transaction"), a Sprint PCS
Affiliate (including a Subsidiary or Sprint PCS Affiliate Parent of a Sprint PCS
Affiliate) if:


  (a) after the announcement of the Specified Transaction and prior to the
      consummation thereof:

      (i) there shall not have occurred any downgrading nor shall any notice
          have been given (that is not subsequently removed prior to the
          consummation thereof) of any potential or intended downgrading of any
          rating of the Securities to a rating that is lower than the rating
          that existed or was indicated prior to the announcement of the
          Specified Transaction, in any case by S&P or Moody's (each a "Rating
          Organization"), or their successors that is not subsequently removed
          prior to such consummation;

     (ii) there shall not have occurred any suspension or withdrawal of, nor
          shall any notice have been given of any potential or intended
          suspension or withdrawal of, any review (or of any potential or
          intended review) for a possible change that does not indicate the
          direction of the possible change in, any rating of the Securities
          (including, without limitation, the placing of any of the Securities
          on credit watch with negative or developing implications or under
          review with an uncertain direction) by any Rating Organization, in
          each case that is not subsequently removed prior to the consummation
          of such Specified Transaction;

    (iii) there shall not have occurred any change, nor shall any notice have
          been given by any Rating Organization of any potential or intended
          change, in the outlook for any rating of the Securities to a rating
          that is lower than the rating that existed or was indicated prior to
          the announcement of the Specified Transaction that is not subsequently
          removed prior to the consummation of such Specified Transaction;

     (iv) no Rating Organization shall have given notice that it has assigned
          (or is considering assigning) a rating to the Securities that is lower
          than the rating that existed or was indicated prior to the
          announcement of the Specified Transaction that is not subsequently
          removed prior to such consummation; and

  (b) the direct or indirect Beneficial Owners of Capital Stock of the Issuer
      immediately preceding such Specified Transaction shall be, or the
      Investcorp Group shall be, the direct or indirect Beneficial Owners of at
      least 15% of the outstanding Voting Stock, other than Disqualified Stock,
      of the Issuer or a Holding Company (or the surviving or transferee Person
      referred to in clause (1) or (5) above or sole stockholder of such
      surviving or transferee Person) immediately after giving effect to the
      Specified Transaction.

                                       5
<PAGE>

     For purposes of this definition, the percentage of Voting Stock shall be
measured by voting power rather than number of shares.

     "Closing Date" shall mean February 2, 2001.
      ------------

     "Code" means the Internal Revenue Code of 1986, as amended.
      ----

     "Commodity Hedging Agreements" means any futures contract or other similar
      ----------------------------
agreement or arrangement designed to protect the Issuer or any Restricted
Subsidiary against fluctuations in commodities prices.

     "Consent and Agreement" means the Consent and Agreement, dated as of
      ---------------------
December 17, 1999 among Independent Wireless One Corporation, Sprint Spectrum
L.P., Sprint Communications Company, L.P., Wirelessco L.P., and the lenders
under the Existing Credit Facilities and any similar agreement among (i) the
Issuer or any of its Restricted Subsidiaries, (ii) Sprint Spectrum L.P., Sprint
Communications Company L.P., Wirelessco L.P., or any Affiliate thereof and (iii)
the lenders under any Credit Facility in each case as amended from time to time.

     "Consolidated Debt" means the aggregate principal amount of Debt of the
      -----------------
Issuer and its Restricted Subsidiaries outstanding at the date of determination
determined on a consolidated basis in accordance with GAAP; provided, that in
the event of a merger or consolidation of the Issuer or any Restricted
Subsidiary, with another Person otherwise permitted under the terms of this
Indenture (unless as a result of such transaction, such other Person becomes an
Unrestricted Subsidiary), Consolidated Debt shall include the aggregate
principal amount of Debt outstanding at the time of such transaction of such
other Person party to such merger or consolidation.

     "Consolidated Debt to Annualized Operating Cash Flow Ratio" means, as at
      ---------------------------------------------------------
any date of determination, the ratio of (i) Consolidated Debt as of such date to
(ii) the Annualized Operating Cash Flow of the Issuer of the most recently
completed period of two consecutive fiscal quarters of the Issuer for which
internal financial statements are available.

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

     (1) the consolidated net interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued (including amortization of
original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other fees
and charges incurred in respect of letter of credit or bankers' acceptance
financings or any Receivables Facility, and net payments (if any) pursuant to
Hedging Obligations relating to Interest Rate Agreements or Currency Agreements
with respect to Debt, excluding, however, (a) amortization of debt issuance
costs, commissions, fees and expenses and (b) customary commitment,
administrative and transaction fees and charges);

     (2) dividends paid in respect of any Disqualified Stock of the Issuer or
cash dividends paid on any Preferred Stock of a Restricted Subsidiary of the
Issuer held by Persons other than the Issuer or a Subsidiary; and

                                       6
<PAGE>

     (3) commissions, discounts and other fees and charges incurred in
connection with a Receivables Facility of the Issuer or any Restricted
Subsidiary,

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

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

     (1) the Net Income of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting shall be included only
to the extent of the amount of dividends or distributions paid in cash to the
referent Person or a Restricted Subsidiary of such Person and the net losses of
any such Person shall only be included to the extent funded with cash from the
Issuer or any Restricted Subsidiary;

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

     (3) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded;

     (4) the cumulative effect of a change in accounting principles shall be
excluded (effected either through cumulative effect adjustment or a retroactive
application, in each case, in accordance with GAAP); and

     (5) any non-cash compensation expense realized for grants of performance
shares, stock options or other rights to officers, directors and employees of
the Issuer or any Restricted Subsidiary shall be excluded, provided that such
shares, options or other rights can be redeemed  at the option of the holder
only for Capital Stock of the Issuer (other than Disqualified Stock).

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

     (1) was a member of such Board of Directors on the Closing Date; or

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

     "Corporate Trust Office" means the office of the Trustee specified in
      ----------------------
Section 13.02 or any other office specified by the Trustee from time to time
pursuant to such Section.

                                       7
<PAGE>

     "Credit Facilities" means, with respect to the Issuer and its Restricted
      -----------------
Subsidiaries, one or more debt facilities (including the Existing Credit
Facilities) or commercial paper facilities with banks, insurance companies or
other institutional lenders providing for revolving credit loans, term loans,
notes, factoring or other receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
or issue securities to such lenders against such receivables) or letters of
credit or other credit facilities, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time.

     "Currency Agreement" means any foreign exchange contract, currency swap
      ------------------
agreement or other similar agreement or arrangement to which the Issuer or any
Restricted Subsidiary is a party or of which it is a beneficiary.

     "Debt" means, with respect to any Person (without duplication):
      ----

     (1) any indebtedness of such Person, whether or not contingent, in respect
of borrowed money or evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof) or banker's acceptances or representing Capital Lease Obligations or
the balance deferred and unpaid of the purchase price of any property, which
purchase price is due more than six months after the date of placing such
property in final service or taking final delivery thereof, or representing any
Hedging Obligations, except any such balance that constitutes an accrued expense
or trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP;

     (2) all indebtedness under clause (1) of other Persons secured by a Lien on
any asset of such Person (whether or not such indebtedness is assumed by such
Person) provided that the amount of indebtedness of such Person shall be the
lesser of:

          (a) the fair market value of such asset at such date of determination;
and

          (b) the amount of such indebtedness of such other Persons;

     (3) to the extent not otherwise included, the Guarantee by such Person of
any Debt under clause (1) of any other Person; and

     (4) any Disqualified Stock of such Person,

     provided, however, that Debt shall not include:

          (a) obligations and liabilities in respect of synthetic lease
facilities that are accounted for as operating leases in accordance with GAAP
(including Guarantees of loans then outstanding by the lenders under any such
facility to the lessor thereunder);

          (b) obligations of the Issuer or any of its Restricted Subsidiaries
arising from agreements of the Issuer or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the

                                       8
<PAGE>

disposition of any business, assets or a Subsidiary, other than guarantees of
Debt incurred by any Person acquiring all or any portion of such business,
assets or a Subsidiary for the purpose of financing such acquisition; provided,
however, that:

          (i) such obligations are not reflected on the balance sheet of the
Issuer or any Restricted Subsidiary (contingent obligations referred to in a
footnote to financial statements and not otherwise reflected on the balance
sheet will not be deemed to be reflected on such balance sheet for purposes of
this clause (i)); and

          (ii) the maximum assumable liability in respect of all such
obligations shall at no time exceed the gross proceeds including non-cash
proceeds (the fair market value of such non-cash proceeds being measured at the
time received and without giving effect to any subsequent changes in value)
actually received by the Issuer and its Restricted Subsidiaries in connection
with such disposition,

          (c) (i) obligations under (or constituting reimbursement obligations
with respect to) letters of credit, performance bonds, surety bonds, appeal
bonds, completion guarantees or similar instruments issued in connection with
the ordinary course of a Permitted Business, including letters of credit in
respect of workers' compensation claims, security or lease deposits and self-
insurance; provided, however, that upon the drawing of such letters of credit or
other instrument, such obligations are reimbursed within 30 days following such
drawing, and (ii) obligations arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently
(except in the case of day-light overdrafts) drawn against insufficient funds in
the ordinary course of business; provided, however, that such obligations are
extinguished within three business days of incurrence;

          (d) purchase price holdbacks in connection with purchasing in the
ordinary course of business of the Issuer and its Restricted Subsidiaries; or

          (e) customer deposits in the ordinary course of business.

     Except as otherwise expressly provided in this definition or in the
definition of "Disqualified Stock," the amount of any Debt outstanding as of any
date shall be:

          (a) the accreted value thereof, in the case of any Debt issued at a
discount to par; and

          (b) the principal amount thereof in the case of any other Debt.

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

     "Definitive Securities" means Securities that are in the form of Exhibit A,
      ---------------------
Exhibit B or Exhibit C attached hereto that do not include the Global Securities
Legend therein.

     "Depositary" means, with respect to the Securities issuable or issued in
      ----------
whole or in part in global form, the person specified in Section 2.03 as the
Depositary with respect to the Securities, until a successor shall have been
appointed and become such pursuant to the

                                       9
<PAGE>

applicable provisions of this Indenture, and thereafter, "Depositary" shall mean
or include such successor.

     "Designated Senior Debt" means:
      ----------------------

     (1) any Debt outstanding under the Existing Credit Facilities; and

     (2) any other Senior Debt permitted under the Indenture the outstanding
principal amount of which is $20.0 million or more and that has been designated
by the Issuer by notice to the Trustee as "Designated Senior Debt."

     "Disqualified Stock" means any class or series of Capital Stock of any
      ------------------
Person that by its terms or otherwise is:

     (1) required to be redeemed or is redeemable at the option of the holder of
such class or series of Capital Stock at any time on or prior to the date that
is 91 days after the Stated Maturity of the Securities; or

     (2) convertible into or exchangeable at the option of the holder thereof
for Capital Stock referred to in clause (1) above or Debt having a scheduled
maturity on or prior to the date that is 91 days after the Stated Maturity of
the Securities;

     Notwithstanding the preceding sentence, (A) if such Capital Stock is issued
to any plan for the benefit of employees or by any such plan to such employees,
in each case in the ordinary course of business of the Issuer or its
Subsidiaries, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by the Issuer in order to satisfy
applicable statutory or regulatory obligations; (B) any Capital Stock that would
constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the Issuer to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Issuer
may not repurchase or redeem any such Capital Stock pursuant to such provisions
prior to the Issuer's purchase of such Securities as are required to be
repurchased pursuant to Section 4.08; (C) prior to the consummation of an
initial public offering by the Issuer, no class of common stock of the Issuer,
whether currently in existence or created after the date hereof, shall
constitute Disqualified Stock solely because it is required to be redeemed to
the extent that it does not exercise a right to "tag-along" with a sale of the
Issuer's Class D common stock, provided that the Issuer is required to issue to
the purchaser of its Class D common stock a number of shares of any class of
common stock equal to the number of shares that were redeemed, at a purchase
price equal to the redemption price; and (D) no Capital Stock held by any
future, present or former employee, director, officer or consultant of the
Issuer (or any of its Restricted Subsidiaries) shall be considered Disqualified
Stock because such stock is redeemable or subject to repurchase pursuant to any
management equity subscription agreement, stock option agreement, stock
ownership plan, put agreement, stockholder agreement or similar agreement that
may be in effect from time to time.

     For purposes hereof, the amount (or principal amount) of any Disqualified
Stock shall be equal to the greater of its voluntary or involuntary liquidation
preference and its maximum fixed repurchase price, but excluding accrued
dividends, if any.  The "maximum fixed repurchase

                                       10
<PAGE>

price" of any Disqualified Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Stock as
if such Disqualified Stock were purchased on any date as of which the
Consolidated Debt to Annualized Operating Cash Flow Ratio shall be required to
be determined pursuant to the Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Stock, such fair market
value shall be determined reasonably and in good faith by the Board of Directors
of the issuer of such Disqualified Stock.

     "Domestic Subsidiary" means any Restricted Subsidiary of the Issuer other
      -------------------
than a Foreign Subsidiary.

     "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).

     "Event of Termination" means an Event of Termination as defined in (1)
      --------------------
Section 11.3 of the Management Agreement or (2) Section 13.2 of the Trademark
Agreement.

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

     "Existing Credit Facilities" means the Credit Agreement dated as of
      --------------------------
December 20, 1999 among Independent Wireless One Corporation and the financial
institutions named therein, and any related notes, collateral documents, letters
of credit and guarantees, including any appendices, exhibits or schedules to any
of the foregoing (as the same may be in effect from time to time), in each case,
as such agreements may be amended, modified, supplemented or restated from time
to time, or refunded, refinanced, restructured, replaced, renewed, repaid or
extended from time to time (whether with the original agents and lenders or
other agents or lenders or otherwise, and whether provided under the original
credit agreement or other credit agreements or otherwise).

     "Existing Debt" means Debt of the Issuer and its Restricted Subsidiaries
      -------------
(other than Debt under the Existing Credit Facilities) in existence on the
Closing Date, until such amounts are repaid.

     "Foreign Subsidiary" means any Subsidiary of the Issuer formed under the
      ------------------
laws of any jurisdiction other than the United States or any political
subdivision thereof substantially all of the assets of which are located outside
of the United States or that conducts substantially all of its business outside
of the United States.

     "GAAP" means generally accepted accounting principles in the United States
      ----
of America as in effect from time to time, including those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession. All ratios and computations based on GAAP contained in the Indenture
shall be computed in conformity with GAAP as in effect as of the Closing Date.

                                       11
<PAGE>

     "Global Security" means a Security that is in the form of Exhibit A,
      ---------------
Exhibit B or Exhibit C hereto that includes the Global Securities Legend
therein.

     "Global Securities Legend" means the legend set forth in the first
      ------------------------
paragraph of Exhibit A hereto, together with the Schedule of Increases and
Decreases in Global Security included at the end of Exhibit A.

     "Government Notes" means non-redeemable, direct obligations of, or
      ----------------
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

     "Guarantee" means a guarantee (other than by endorsement of negotiable
      ---------
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including letters of credit and reimbursement
agreements in respect thereof), of all or any part of any Debt.

     "Guarantors" means:
      ----------

     (1) each of the Issuer's Subsidiaries on the Closing Date other than
Independent Wireless One Leased Realty Corporation; and

     (2) each Restricted Subsidiary that becomes a party to a Security Guarantee
by executing and delivering to the Trustee a supplemental indenture after the
Closing Date,

     and their respective successors and assigns, in each case until released
from its Security Guarantee in accordance with the terms of this Indenture.

     "Hedging Obligations" means, with respect to any Person, the obligations of
      -------------------
such Person under Interest Rate Agreements, Currency Agreements or Commodity
Hedging Agreements.

     "Holder" or "Securityholder" means the Person in whose name a Security is
      ------      --------------
registered on the Registrar's books.

     "Holding Company" means any direct or indirect parent of the Issuer (or any
      ---------------
direct or indirect parent of the successor, by merger or consolidation, to the
Issuer).

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

     "Initial Purchasers" means Donaldson, Lufkin & Jenrette Securities
      ------------------
Corporation, Chase Securities Inc., BNP Paribas Securities Corp. and UBS Warburg
LLC.

     "Interest Rate Agreement" means any interest rate swap agreement, interest
      -----------------------
rate cap agreement, repurchase agreement, futures contract or other financial
agreement or arrangement designed to protect the Issuer or any Restricted
Subsidiary against fluctuations in interest rates.

     "Investcorp" means Investcorp, S.A.
      ----------

     "Investcorp Group" means Investcorp, its Affiliates, members of the
      ----------------
Management Group, any Person acting in the capacity of an underwriter or initial
purchaser in connection with a

                                       12
<PAGE>

public or private offering of the Issuer's (or any Holding Company's) Capital
Stock or any Permitted Transferee of any of the foregoing Persons.

     "Investments" means, with respect to any Person, all investments by such
      -----------
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (but excluding advances to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of such
Person and Guarantees of Debt not otherwise prohibited to be incurred under this
Indenture), advances or capital contributions (excluding commission, travel,
payroll, entertainment, relocation and other loans and advances to officers and
employees (or guarantees of third-party loans to officers and employees) and
profit sharing plan contributions, in each case in the ordinary course of
business), and purchases or other acquisitions for consideration of Debt, Equity
Interests or other securities. If the Issuer or any Restricted Subsidiary of the
Issuer sells or otherwise disposes of any Equity Interests of any direct or
indirect Subsidiary of the Issuer such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary of the Issuer, the
Issuer shall be deemed to have made an Investment on the date of any such sale
or disposition equal to the fair market value of the Equity Interests of such
Subsidiary not sold or disposed of in an amount determined as provided in
Section 4.04(d).

     "Issuer" means the party named as such in this Indenture until a successor
      ------
replaces it and, thereafter, means the successor and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
indenture securities.

     "Issue Date" means the date on which any Initial Securities are issued
      ----------
under this Indenture.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
      ----
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement or any lease
in the nature thereof); provided that in no event shall an operating lease be
deemed to constitute a Lien.

     "Liquidated Damages" has the meaning set forth in a Registration Rights
      ------------------
Agreement.

     "Management Group" means the Directors, President, Chief Executive Officer,
      ----------------
Chief Operating Officer, chief Financial Officer, Chief Technology Officer,
Secretary and Treasurer of the Issuer or the Restricted Subsidiaries of the
Issuer and/or equivalent positions held by management of the Restricted
Subsidiaries of the Issuer.

     "Net Income" means, with respect to any Person and any period, the net
      ----------
income (or loss) of such Person for such period, determined in accordance with
GAAP and before any reduction in respect of Preferred Stock dividends,
excluding, however:

     (1) any extraordinary or non-recurring gains or losses or charges and gains
or losses or charges from the sale of assets outside the ordinary course of
business, together with any related provision for taxes on such gain or loss or
charges; and

     (2) deferred financing costs written off in connection with the early
extinguishment of Debt;

                                       13
<PAGE>

provided, however, that Net Income shall be deemed to include any increases
during such period to shareholder's equity of such Person attributable to tax
benefits from net operating losses and the exercise of stock options that are
not otherwise included in Net Income for such period.

     "Net Proceeds" means the aggregate cash proceeds or Cash Equivalents
      ------------
received by the Issuer or any of its Restricted Subsidiaries in respect of any
Asset Sale (including any cash received upon the sale or other disposition of
any non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including legal, accounting and investment banking
fees, and brokerage and sales commissions) and any relocation, redundancy and
closing costs incurred as a result thereof, taxes paid or payable as a result
thereof (after taking into account any available tax credits or deductions and
any tax sharing arrangements), amounts applied to the repayment of principal,
premium, if any, and interest on Debt that is not subordinated to the Securities
required (other than required by Section 4.06(b)(1)) to be paid as a result of
such transaction, all distributions and other payments required to be made to
minority interest holders in Subsidiaries or joint ventures as a result of such
Asset Sale, and any deduction of appropriate amounts to be provided by the
Issuer as a reserve in accordance with GAAP against any liabilities associated
with the asset disposed of in such transaction and retained by the Issuer after
such sale or other disposition thereof, including pension and other post-
employment benefit liabilities and liabilities related to environmental matters
or against any indemnification obligations associated with such transaction.

     "Non-Recourse Debt" means Debt:
      -----------------

     (1) as to which neither the Issuer nor any of its Restricted Subsidiaries
(a) provides credit support of any kind (including any undertaking, agreement or
instrument that would constitute Debt) or (b) is directly or indirectly liable
(as a guarantor or otherwise); and

     (2) no default with respect to which (including any rights that the holders
thereof may have to take enforcement action against an Unrestricted Subsidiary)
would permit (upon notice, lapse of time or both) any holder of any other Debt
(other than the Securities) of the Issuer or any of its Restricted Subsidiaries
to declare a default on such other Debt or cause the payment thereof to be
accelerated or payable prior to its stated maturity; and

     (3) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of the Issuer or any of its
Restricted Subsidiaries; provided that, notwithstanding the foregoing, the
Issuer and any of its other Subsidiaries that sell Receivables to the Person
incurring such Debt shall be allowed to provide such representations,
warranties, covenants and indemnities as are customarily required in such
transactions so long as no such representations, warranties, covenants or
indemnities constitute a Guarantee of payment or recourse against credit losses.

     "Obligations" means any principal, interest, penalties, fees,
      -----------
indemnifications, reimbursements, damages, guarantees and other liabilities
payable under the documentation governing any Debt, in each case, whether now or
hereafter existing, renewed or restructured, whether or not from time to time
decreased or extinguished and later increased, created or incurred, whether or
not arising on or after the commencement of a proceeding under Title 11,

                                       14
<PAGE>

U.S. Code or any similar federal or state law for the relief of debtors
(including post-petition interest) and whether or not allowed or allowable as a
claim in any such proceeding.

     "Offering Memorandum" shall mean the offering circular dated January 26,
      -------------------
2001 relating to the sale of Units consisting of $160.0 million aggregate
principal amount of Initial Securities and warrants to purchase an aggregate of
2,000,040 shares of Class C Common Stock of the Issuer.

     "Officers" means any of the following:  Chairman, President, Chief
      --------
Executive Officer, Treasurer, Chief Financial Officer, Executive Vice President,
Senior Vice President, Vice President, Assistant Vice President, Secretary,
Assistant Secretary or any other officer reasonably acceptable to the Trustee.

     "Officers' Certificate" means a certificate signed by two Officers.
      ---------------------

     "Operating Cash Flow" means, with respect to any Person for any period, the
      -------------------
Consolidated Net Income of such Person for such period:

     (1) plus, to the extent deducted in computing such Consolidated Net Income:

          (a)  Consolidated Interest Expense and the amortization of debt
issuance costs, commissions, fees and expenses of such Person and its Restricted
Subsidiaries for such period;

          (b)  provision for taxes based on income or profits (including
franchise taxes) of such Person and its Restricted Subsidiaries for such period;

          (c)  depreciation and amortization expense, including amortization of
inventory write-up under APB 16, amortization of intangibles (including
goodwill, costs of the acquisition of markets, and the non-cash costs of
Interest Rate Agreements, Commodity Hedging Agreements or Currency Agreements,
license agreements and non-competition agreements), amortization of management
fees, non-cash amortization of Capital Lease Obligations, and organization
costs;

          (d)  expenses and charges (other than interest) related to any equity
offering (including the warrants to be issued in this offering) or incurrence of
Debt permitted to be incurred by this Indenture;

          (e)  the amount of any restructuring charge or reserve;

          (f)  unrealized gains and losses from hedging, foreign currency or
commodities translations and transactions;

          (g)  expenses consisting of internal software development costs that
are expensed during the period but could have been capitalized in accordance
with GAAP;

          (h)  any write-downs, write-offs, and other non-cash charges, items
and expenses;

                                       15
<PAGE>

          (i)  the amount of any expense relating to any minority interest of
Restricted Subsidiaries; and

          (j)  costs of surety bonds in connection with financing activities,
and

     (2)  minus any cash payment for which a reserve or charge of the kind
described in clauses (e), (h) or (i) of subclause (1) above was taken previously
during such period.

     For purposes of calculating Operating Cash Flow for the fiscal quarter or
quarters most recently completed for which internal financial statements are
available prior to any date on which an action is taken that requires a
calculation of the Consolidated Debt to Annualized Cash Flow Ratio:

     (1)  any Person that is a Restricted Subsidiary on such date (or would
become a Restricted Subsidiary in connection with the transaction that requires
the determination of such ratio) will be deemed to have been a Restricted
Subsidiary at all times during such period;

     (2)  any Person that is not a Restricted Subsidiary on such date (or would
cease to be a Restricted Subsidiary in connection with the transaction that
requires the determination of such ratio) will be deemed not to have been a
Restricted Subsidiary at any time during such period;

     (3)  Investments, acquisitions, dispositions, mergers and consolidations
that have been made by the Issuer or any of its Restricted Subsidiaries during
such period or subsequent to such period and on or prior to such calculation
date, and discontinued operations determined in accordance with GAAP on or prior
to such calculation date, shall be given effect on a pro forma basis assuming
that all such Investments, acquisitions, dispositions, mergers and
consolidations or discontinued operations (and the reduction or increase of any
associated Operating Cash Flow attributable thereto, including Pro Forma Cost
Savings) had occurred on the first day of such period; and

     (4)  if since the beginning of such period any Person (that subsequently
became a Restricted Subsidiary or was merged with or into the Issuer or any
Restricted Subsidiary since the beginning of such period) shall have made any
Investment, acquisition, disposition, merger or consolidation or determined a
discontinued operation, that would have required adjustment pursuant to this
definition, then such ratio shall be calculated giving pro forma effect thereto
for such period as if such Investment, acquisition, disposition, merger or
consolidation or discontinued operations had been completed at the beginning of
such period.

     For purposes of this definition, whenever pro forma effect is to be given
to a transaction, the pro forma calculations shall be made in good faith by a
financial or accounting officer of the Issuer.

     "Opinion of Counsel" means a written opinion from legal counsel who is
      ------------------
reasonably acceptable to the Trustee.  The counsel may be an employee of or
counsel to the Issuer, any Guarantor or the Trustee.  As to matters of fact, an
Opinion of Counsel may conclusively rely on an Officers' Certificate, without
any independent investigation.

                                       16
<PAGE>

     "Pari Passu Debt" means any Debt of the Issuer or any Guarantor that ranks
      ---------------
pari passu with the Securities or the relevant Security Guarantee.

     "Payment" means, for purposes of Article XII and with respect to the
      -------
Security Guarantees, any payment, whether in cash or other assets or property,
of interest, principal, premium, Liquidated Damages or any other amount on, of
or in respect of the Securities, any other acquisition of Securities and any
deposit into the trust described in Article VIII.  The verb "pay" has a
correlative meaning.

     "Permitted Business" means the businesses conducted by the Issuer and its
      ------------------
Subsidiaries as of the date of this Indenture and any other business reasonably
related, complementary or incidental to any of those businesses.

     "Permitted Investments" means:
      ---------------------

     (1) any Investment in the Issuer or in a Restricted Subsidiary (including
in any Equity Interests of a Restricted Subsidiary) or relating to a Receivables
Subsidiary;

     (2) any Investment in cash or Cash Equivalents;

     (3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer
in a Person, if as a result of such Investment (A) such Person becomes a
Restricted Subsidiary or (B) such Person, in one transaction or a series of
substantially concurrent related transactions, is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

     (4) any securities received or other Investments made as a result of the
receipt of non-cash consideration from an Asset Sale that was made pursuant to
and in compliance with Section 4.06 or in connection with any other disposition
of assets not constituting an Asset Sale;

     (5) any Investments solely in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of the Issuer or any Holding Company;

     (6) stock, obligations or securities received in satisfaction of judgments,
foreclosure of liens or settlement of debts (whether pursuant to a plan of
reorganization or similar arrangement);

     (7) any Investment existing on the Closing Date or made pursuant to legally
binding written commitments in existence on the Closing Date;

     (8) Investments in Interest Rate Agreements, Currency Agreements and
Commodity Hedging Agreements not otherwise prohibited under this Indenture; and

     (9) additional Investments having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (9) that are at
that time outstanding, not to exceed $50.0 million at the time of such
Investment (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value).

                                       17
<PAGE>

     "Permitted Junior Securities" means debt or equity securities of any
      ---------------------------
Guarantor or any successor thereto issued pursuant to a plan of reorganization
or readjustment of such Guarantor that are subordinated to the payment of all
then outstanding Senior Debt of such Guarantor at least to the same extent that
such Guarantor's Security Guarantee is subordinated to the payment of all Senior
Debt of such Guarantor on the Closing Date, so long as:

     (1) the effect of the use of this defined term in the subordination
provisions of Article XII is not to cause such Guarantee to be treated as part
of (A) the same class of claims as the Senior Debt of such Guarantor or (B) any
class of claims pari passu with, or senior to, the Senior Debt of such Guarantor
for any payment or distribution in any case or proceeding or similar event
relating to the liquidation, insolvency, bankruptcy, dissolution, winding up or
reorganization of such Guarantor; and

     (2) to the extent that any Senior Debt of such Guarantor outstanding on the
date of consummation of any such plan of reorganization or readjustment is not
paid in full in cash on such date, either (A) the holders of any such Senior
Debt not so paid in full in cash have consented to the terms of such plan of
reorganization or readjustment or (B) such holders receive securities which
constitute Senior Debt of such Guarantor and which have been determined by the
relevant court to constitute satisfaction in full in money or money's worth of
any Senior Debt of such Guarantor not paid in full in cash.

     "Permitted Liens" means:
      ---------------

     (1) Liens (i) securing Debt under the Credit Facilities, (ii) on assets of
any Guarantor securing Senior Debt of any Guarantor or (iii) securing Debt of a
Restricted Subsidiary that is not a Guarantor, in each case (A) including
related Obligations and (B) that was permitted by the terms of this Indenture to
be incurred;

     (2) Liens in favor of the Issuer or any Restricted Subsidiary;

     (3) Liens on property (i) existing at the time of acquisition thereof or
(ii) of a Person existing at the time such Person is merged into or consolidated
with the Issuer or any Restricted Subsidiary of the Issuer; provided that such
Liens were in existence prior to the contemplation of such acquisition, merger
or consolidation and do not extend to any assets other than those acquired or to
those of the Person merged into or consolidated with the Issuer or a Restricted
Subsidiary, as the case may be;

     (4) Liens that secure Debt of a Person existing at the time such Person
becomes a Restricted Subsidiary of the Issuer, provided that such Liens do not
extend to any assets other than those of the Person that became a Restricted
Subsidiary of the Issuer;

     (5) banker's Liens, right of setoff and Liens to secure the performance of
bids, tenders, trade or government contracts (other than for borrowed money),
leases, licenses, statutory obligations, surety or appeal bonds, performance
bonds or other obligations of a like nature incurred in the ordinary course of
business;

                                       18
<PAGE>

     (6) without limitation of clause (1) above, Liens to secure Debt (including
Capital Lease Obligations) permitted by Section 4.03(b)(4) covering only the
assets acquired, leased, constructed or improved with such Debt;

     (7) Liens existing on the Closing Date;

     (8) Liens on Receivables to reflect sales of Receivables to and by a
Receivables Subsidiary pursuant to a Receivables Facility;

     (9) Liens securing Hedging Obligations entered into in the ordinary course
of business;

     (10) without limitation of clause (1) or (4) above, Liens securing
Refinancing Debt permitted to be incurred under this Indenture or amendments or
renewals of Liens that were permitted to be incurred; provided, in each case,
that such Liens do not extend to an additional property or asset of the Issuer
or a Restricted Subsidiary; and

     (11) Liens incurred in the ordinary course of business of the Issuer or any
Restricted Subsidiary of the Issuer with respect to obligations that do not
exceed $5.0 million at any one time outstanding and that (A) are not incurred in
connection with the borrowing of money or the obtaining of advances or credit
(other than trade credit in the ordinary course of business) and (B) do not in
the aggregate materially detract from the value of the property or materially
impair the use thereof in the operation of business by the Issuer or such
Restricted Subsidiary.

     "Permitted Refinancing Debt" means any Debt of the Issuer or any of its
      --------------------------
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are
used to extend, refinance, renew, replace, defease or refund other Debt of the
Issuer or any of its Restricted Subsidiaries incurred in compliance with this
Indenture; provided that:

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

     (2)  in the case of term Debt,

          (a) principal payments required under such Permitted Refinancing Debt
have a Stated Maturity no earlier than the earlier of

               (i) the Stated Maturity of those under the Debt being refinanced
and

               (ii) the maturity date of the Securities and

          (b) such Permitted Refinancing Debt has a Weighted Average Life to
Maturity equal to or greater than the lesser of

                                       19
<PAGE>

               (i) the Weighted Average Life to Maturity of the Debt being
extended, refinanced, renewed, replaced, defeased or refunded and

               (ii) the Weighted Average Life to Maturity of the Securities;

     (3) if the Debt being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Securities, such Permitted
Refinancing Debt has a final maturity date later than the final maturity date
of, and is subordinated in right of payment to, the Securities on terms at least
as favorable to the holders of Securities as those contained in the
documentation governing the Debt being extended, refinanced, renewed, replaced,
defeased or refunded; and

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

     The Issuer may incur Permitted Refinancing Debt not more than six months
prior to the application of the proceeds thereof to repay the Debt to be
refinanced; provided that upon the incurrence of such Permitted Refinancing
Debt, the Issuer shall provide written notice thereof to the Trustee,
specifically identifying the Debt to be refinanced with Permitted Refinancing
Debt.

     "Permitted Tower Sale and Leaseback Transactions" means the sale and
      -----------------------------------------------
leaseback transaction contemplated by the Master Site Commitment Agreement
between Independent Wireless One Leased Realty Corporation and Spectrasite
Communications, Inc., dated as of July 19, 2000, and other tower sale and
leaseback transactions entered into by the Issuer or any of its Restricted
Subsidiaries in the ordinary course of business.

     "Permitted Transferee" means, with respect to any Person:
      --------------------

     (1) any other Person, directly or indirectly, controlling or controlled by
or under direct or indirect common control with such specified Person;

     (2) the spouse, former spouse, lineal descendants, heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries of any such
Person;

     (3) a trust, the beneficiaries of which, or a corporation or partnership or
limited liability company, the stockholders, general or limited partners or
members of which, include only such Person or his or her spouse, former spouse,
lineal descendants or heirs, in each case to whom such Person has transferred,
or through which it holds, the beneficial ownership of any securities of the
Issuer; and

     (4) any investment fund or investment entity that is a subsidiary of such
Person or a Permitted Transferee of such Person.

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

                                       20
<PAGE>

     "Pledge Account" means an account established with a securities
      --------------
intermediary for the benefit of the Trustee pursuant to the terms of the Pledge
Agreement for the deposit of certain of the net cash proceeds from the
Securities and the Pledged Securities to be purchased by the Issuer with such
net cash proceeds and all proceeds therefrom.

     "Pledge Agreement" means the Security and Control Agreement, dated as of
      ----------------
the Closing Date, made by the Issuer in favor of the Trustee governing the
security interest in, and the disbursement of funds from, the Pledge Account, as
such agreement may be amended, restated, supplemented or otherwise modified from
time to time.

     "Pledged Securities" means the U.S. government securities to be purchased
      ------------------
by the Issuer with a portion of the proceeds from the issuance and sale of the
Units and held by the Trustee in the Pledge Account in accordance with the
Pledge Agreement.

     "Preferred Stock" means, with respect to any Person, any Capital Stock of
      ---------------
such Person (however designated) that is preferred as to the payment of
dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.

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

     "Private Exchange" shall have the meaning set forth in a Registration
      ----------------
          Rights Agreement.

     "Private Exchange Securities" means Securities of the Issuer to be
      ---------------------------
delivered in a Private Exchange pursuant to a Registration Rights Agreement.

     "Pro Forma Cost Savings" means, with respect to any reference period ended
      ----------------------
on or before any date of determination, the reductions in costs with respect to
such period that (1) are directly attributable to any Investments, acquisitions,
dispositions, mergers, consolidations or discontinued operations and calculated
on a basis consistent with Article 11 of Regulation X under the Securities Act
as in effect on the date of this Indenture or (2) have begun to be implemented
prior to the date of determination by, or have been identified and approved in
good faith by the Board of Directors of the Issuer, any Restricted Subsidiary or
the business that was the subject of any such Investments, acquisitions,
dispositions, mergers, consolidations or discontinued operations, pursuant to a
formalized plan, in the case of each of clause (1) and (2) determined based on a
supportable, good faith estimate of the Chief Financial Officer or other senior
financial officer of the Issuer, the Restricted Subsidiary or business, as the
case may be, and on a pro forma basis as if all such reductions in costs had
been effected as of the beginning of such reference period, decreased by any
incremental expenses (other than capitalized expenses) that are or would be
incurred during the reference period in order to achieve such reductions in
costs.

     "Purchase Agreement" means (i) with respect to the Initial Securities
      ------------------
issued on the Closing Date, the Purchase Agreement dated January 26, 2001 for
the purchase of Units, including the Initial Securities, among the Issuer, the
Initial Guarantor and the Initial Purchasers as such agreement may be amended,
modified or supplemented from time to time in accordance

                                       21
<PAGE>

with the terms thereof and (ii) with respect to any Additional Securities, any
purchase or underwriting agreement entered into by the Issuer, any Guarantors
and the initial purchasers or underwriters with respect thereto, as such
agreement may be amended, modified or supplemented from time to time in
accordance with the terms thereof.

     "Qualified Receivables" means, as of any date, an amount equal to the
      ---------------------
aggregate book value of all accounts receivable of the Issuer and its Restricted
Subsidiaries calculated on a consolidated basis and in accordance with GAAP.  To
the extent that information is not available as to the amount of accounts
receivable as of a specific date, the Issuer shall use the most recent available
information for purposes of calculating the Qualified Receivables.

     "Receivables" means, collectively:
      -----------

     (1) the Debt and other obligations owed to the Issuer or any of its
Subsidiaries (before giving effect to any sale or transfer thereof pursuant to a
Receivables Facility), whether constituting an account, chattel paper, an
instrument, a document or general intangible, arising in connection with the
sale of goods, insurance and/or services by the Issuer or such Subsidiary,
including the obligation to pay any late fees, interest or other finance charges
with respect thereto (each of the foregoing, collectively, an "Account
Receivable");

     (2) all of the Issuer's or such Subsidiary's interest in the goods
(including returned goods), if any, the sale of which gave rise to any Account
Receivable, and all insurance contracts with respect thereto;

     (3) all other security interests or Liens and property subject thereto from
time to time, if any, purporting to secure payment of any Account Receivable,
together with all financing statements and security agreements describing any
collateral securing such Account Receivable;

     (4) all Guarantees, insurance and other agreements or arrangements of
whatever character from time to time supporting or securing payment of any
Account Receivable;

     (5) all contracts, invoices, books and records of any kind related to any
Account Receivable;

     (6) all cash collections in respect of, and cash proceeds of, any of the
foregoing and any and all lockboxes, lockbox accounts, collection accounts,
concentration accounts and similar accounts in or into which such collections
and cash proceeds are now or hereafter deposited, collected or concentrated; and

     (7) all proceeds of any of the foregoing.

     "Receivables Facility" means, with respect to any Person, any Receivables
      --------------------
securitization or factoring program pursuant to which such Person receives
proceeds pursuant to a sale, pledge or other encumbrance of its Receivables. A
Receivables Facility involving the sale, pledge or other encumbrance of
Receivables of, and the direct or indirect receipt of the proceeds thereof by,
the Issuer or any Restricted Subsidiary thereof shall constitute a Receivables
Facility of the "Issuer" and/or its "Restricted Subsidiaries" whether or not as
part of such securitization or factoring program such Receivables are initially
contributed or otherwise transferred to an

                                       22
<PAGE>

Unrestricted Subsidiary of the Issuer (and then resold or encumbered by such
Unrestricted Subsidiary).

     "Receivables Fees" means distributions or payments made directly or by
      ----------------
means of discounts with respect to any participation interests issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Receivables Facility

     "Receivables Subsidiary" means any Subsidiary created primarily to purchase
      ----------------------
or finance the receivables of the Issuer and/or its Subsidiaries pursuant to a
Receivables Facility, so long as it:  (1) has no Debt other than Non-Recourse
Debt and (2) is a Person with respect to which neither the Issuer nor any of its
other Subsidiaries has any direct obligation to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results other than to act as servicer of Receivables.  If,
at any time, such Receivables Subsidiary would fail to meet the foregoing
requirements as a Receivables Subsidiary, it shall thereafter cease to be a
Receivables Subsidiary for purposes of this Indenture and any Debt of such
Receivables Subsidiary shall be deemed to be incurred by a Subsidiary of the
Issuer as of such date (and, if such Debt is not permitted to be incurred as of
such date under Section 4.03, the Issuer shall be in default thereunder).

     "Registration Rights Agreement" means (i) with respect to the Initial
      -----------------------------
Securities issued on the Closing Date, the Registration Rights Agreement dated
February 2, 2001, among the Issuer, the Initial Guarantors and the Initial
Purchasers, as such agreement may be amended, modified, or supplemented from
time to time in accordance with the terms thereof and (ii) with respect to any
Additional Securities, any registration rights agreement entered into among the
Issuer, any Guarantors and the relevant initial purchasers or underwriters, as
the same may be amended, modified or supplemented from time to time in
accordance with the terms thereof.

     "Registered Exchange Offer" means an offer made by the Issuer pursuant to a
      -------------------------
Registration Rights Agreement and under an effective registration statement
under the Securities Act to exchange Exchange Securities for outstanding Initial
Securities substantially identical in all material respects to such Initial
Securities (except for the differences provided for therein).

     "Representative" means any agent or representative in respect of any
      --------------
Designated Senior Debt; provided that if, and for so long as, any Designated
Senior Debt lacks such a representative, then the Representative for such
Designated Senior Debt shall at all times constitute the holders of a majority
in outstanding principal amount of such Designated Senior Debt.

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

     "Restricted Securities Legend" means the legend set forth in the second
      ----------------------------
paragraph of Exhibit A hereto.

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

     "SEC" means the Securities and Exchange Commission.
      ---

                                       23
<PAGE>

     "Secured Debt" means any Debt of the Issuer or any Guarantor secured by a
      ------------
Lien.

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

     "Securities" has the meaning stated in the recital of this Indenture and
      ----------
more particularly means any Securities authenticated and delivered under this
Indenture.  For all purposes of this Indenture, the term "Securities" shall
include any Exchange Securities and any Private Exchange Securities to be issued
and exchanged for any Initial Securities pursuant to a Registration Rights
Agreement and this Indenture.  From and after the issuance of any Additional
Securities (but not for purposes of determining whether such issuance is
permitted hereunder), "Securities" shall include such Additional Securities for
purposes of this Indenture and all Exchange Securities and Private Exchange
Securities from time to time issued with respect to any Initial Securities that
constitute such Additional Securities.  All Securities, including any such
Additional Securities, shall vote together as one series of Securities under
this Indenture.

     "Securities Custodian" or "Custodian" means the custodian with respect to
      --------------------      ---------
any Global Security (as appointed by the Depositary), or any successor entity
thereto covered in 2.03.

     "Security Guarantee" means the unconditional Guarantee by each Guarantor of
      ------------------
the Issuer's Obligations under the Securities, as set forth in Article XI
hereof.  Any Guarantor that is not a party to this Indenture on the Closing Date
shall agree to become a Guarantor by execution of a supplemental Indenture.

     "Senior Debt" means:
      -----------

     (1) all Debt of the Issuer or any Guarantor outstanding under the Existing
Credit Facilities and all Hedging Obligations with respect thereto;

     (2) any other Debt (including Acquired Debt) permitted to be incurred by
the Issuer or any Guarantor under the terms of this Indenture, unless the
instrument under which such Debt is incurred expressly provides that it is on a
parity with or subordinated in right of payment to the Securities or the
relevant Security Guarantee; and

     (3) all Obligations with respect to the foregoing.

     Notwithstanding anything to the contrary in the foregoing, Senior Debt will
not include:

     (1) any liability for federal, state, local or other taxes owed or owing by
the Issuer;

     (2) any Debt of the Issuer or any Guarantor to any of its Subsidiaries or
other Affiliates (other than Debt under any Credit Facility to any such
Affiliate);

     (3)       any trade payables;

     (4) that portion of Debt incurred in violation of Section 4.03 (but as to
any such Debt under any Credit Facility, no such violation shall be deemed to
exist for purposes of this clause (4) if the lenders have obtained a
representation from a Senior Officer of the Issuer to the effect that the
issuance of such Debt does not violate such covenant); or

                                       24
<PAGE>

     (5) any Disqualified Stock and any other Debt or obligation of the Issuer
or any Guarantor which is expressly subordinated in right of payment to any
other Debt or obligation of the Issuer or such Guarantor, as applicable,
including any Subordinated Debt of the Issuer.

     "Senior Officer" means the Chief Executive Officer or the Chief Financial
      --------------
Officer of the Issuer.

     "Separation Date" has the meaning set forth in the Warrant Agreement dated
      ---------------
as of February 2, 2001 by and among the Issuer and Firstar Bank, N.A., as
Warrant Agent.

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

     "Specified Affiliate Payments" means:
      ----------------------------

     (1) the direct or indirect repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Issuer or any Restricted
Subsidiary of the Issuer held by any future, present or former employee,
director, officer or consultant of the Issuer (or any of its Restricted
Subsidiaries) pursuant to any management equity subscription agreement, stock
option agreement, stock ownership plan, put agreement, stockholder agreement or
similar agreement that may be in effect from time to time; provided that the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed $2.0 million in any calendar year (with unused
amounts in any calendar year being carried over to succeeding calendar years
subject to a maximum amount of repurchases, redemptions or other acquisitions or
retirements pursuant to this clause (1) (without giving effect to the
immediately following proviso) of $15.0 million in any calendar year) and no
payment default on Senior Debt or the Securities shall have occurred and be
continuing; provided further that such amount in any calendar year may be
increased by an amount not to exceed:

          (a) the cash proceeds received by the Issuer (including by way of
capital contribution) since the Closing Date from the sale of Equity Interests
of the Issuer to employees, directors, officers or consultants of the Issuer or
its respective Restricted Subsidiaries that occurs in such calendar year (it
being understood that such cash proceeds shall be excluded from Section
4.04(b)(iii)(B); plus

          (b) the cash proceeds from key man life insurance policies received by
the Issuer and its Restricted Subsidiaries in such calendar year (including
proceeds from the sale of such policies to the person insured thereby); and

          provided further that cancellation of Debt owing to the Issuer from
employees, directors, officers or consultants of the Issuer or any of its
Restricted Subsidiaries in connection with a repurchase of Equity Interests of
the Issuer will not be deemed to constitute a Restricted Payment for purposes of
this Indenture; and

     (2) repurchases of Equity Interests deemed to occur upon exercise of stock
options or warrants as a result of the payment of all or a portion of the
exercise price of such options or warrants with Equity Interests.

                                       25
<PAGE>

     "Sprint Agreements" means (1) the Management Agreement among Wirelessco,
      -----------------
L.P., Sprint Spectrum L.P. and Independent Wireless One Corporation, dated as of
February 9, 1999, and any exhibits, schedules or addenda thereto, as such
agreements may be amended, modified or supplemented from time to time
(collectively, the "Management Agreement"); (2) the Sprint PCS Services
Agreement between Sprint Spectrum L.P. and Independent Wireless One Corporation,
dated as of February 9, 1999, and any exhibits, schedules or addenda thereto, as
such agreements may be amended, modified or supplemented from time to time; and
(3) the Sprint Trademark and Service Mark License Agreement between Sprint
Spectrum L.P. and Independent Wireless One Corporation, dated as of February 9,
1999, and any exhibits, schedules or addenda thereto, as such agreements may be
amended, modified or supplemented from time to time (collectively, the
"Trademark Agreement").

     "Sprint PCS" means Sprint Spectrum L.P.
      ----------

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

     "Sprint PCS Affiliate Parent" means any Person that owns 75% or more of the
      ---------------------------
issued and outstanding common stock, calculated on a fully diluted basis, of a
Sprint PCS Affiliate (other than the Issuer and Independent Wireless One
Corporation) and whose primary business is either being a Sprint PCS Affiliate
or holding the Capital Stock of one or more Sprint PCS Affiliates.

     "Stated Maturity" means, with respect to any installment of interest on or
      ---------------
principal of, or any other amount payable in respect of, any series of Debt, the
date on which such interest, principal or other amount was scheduled to be paid
in the documentation governing such Debt, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest, principal or other
amount prior to the date scheduled for the payment thereof.

     "Subordinated Debt" means any Debt of the Issuer or any Guarantor (whether
      -----------------
outstanding on the Closing Date or thereafter incurred) that is subordinate or
junior in right of payment to the Securities or the applicable Security
Guarantee pursuant to written agreement.

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

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

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

     Unless otherwise specified, "Subsidiary" refers to a Subsidiary of the
Issuer.

                                       26
<PAGE>

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

     "Total Invested Capital" means at any time of determination, the sum of,
      ----------------------
without duplication, (i) the total amount of equity contributed to the Issuer or
any Restricted Subsidiary (including Independent Wireless One, LLC, the
predecessor of Independent Wireless One Corporation) as of the Closing Date
(being $188.0 million), plus (ii) the sum of (x) the aggregate net cash proceeds
received by the Issuer or any Restricted Subsidiary from capital contributions
or any other issuance or sale of Equity Interests (other than Disqualified Stock
but including Capital Stock issued upon the conversion of convertible Debt or
from the exercise of options, warrants or rights to purchase Capital Stock
(other than Disqualified Stock)), subsequent to the Closing Date, other than to
a Restricted Subsidiary, and (y) in the case of any consolidation or merger of
the Issuer with or into another Sprint PCS Affiliate, the aggregate net cash
proceeds received by such Sprint PCS Affiliate from capital contributions or any
other issuance or sale of Equity Interests (other than Disqualified Stock but
including Capital Stock issued upon the conversion of convertible Debt or from
the exercise of options, warrants or rights to purchase Capital Stock (other
than Disqualified Stock)) through and including the date of consummation of any
such consolidation or merger, other than to a Subsidiary of such other Sprint
PCS Affiliate, plus (iii) the aggregate net repayment of any Restricted
Investment made after the Closing Date in an amount equal to the lesser of (a)
the return of capital with respect to such Investment and (b) the initial amount
of such Investment, in either case, less the cost of the disposition of such
Investment, plus (iv) an amount equal to the fair market value of Investments
(as of the date of determination) the Issuer and/or any of its Restricted
Subsidiaries has made in any Subsidiary that has been designated as an
Unrestricted Subsidiary after the Closing Date upon its redesignation as a
Restricted Subsidiary in accordance with Section 4.10, plus (v) Consolidated
Debt, minus (vi) the sum of (x) the aggregate amount of all Restricted Payments
declared or made on or after the Closing Date and (y) in the case of any
consolidation or merger of the Issuer with or into another Sprint PCS Affiliate,
the aggregate amount of all payments which, if such other Sprint PCS Affiliate
had been governed by the terms of this Indenture, would have constituted
Restricted Payments declared or made by such Sprint PCS Affiliate through and
including the date of consummation of any such consolidation or merger.

     "Transfer Restricted Securities" means Securities that bear or are required
      ------------------------------
to bear the Restricted Securities Legend.

     "Treasury Rate" means the yield to maturity at the time of computation of
      -------------
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H. 15(519)
which has become publicly available at least two Business Days prior to the
redemption date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data)) most nearly equal to the
period from the redemption date to January 15, 2006, provided, however, that if
the period from the redemption date to January 15, 2006 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the redemption date to January 15, 2006 is
less than one year, the weekly average yield on

                                       27
<PAGE>

actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

     "Trustee" means the party named as such in this Indenture until a successor
      -------
replaces it and, thereafter, means the successor.

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

     "Uniform Commercial Code" means the New York Uniform Commercial Code as in
      -----------------------
effect from time to time.

     "Units" means the units consisting of Securities and warrants to purchase
      -----
shares of Class C Common Stock of the Issuer.

     "Unrestricted Subsidiary" means:
      -----------------------

     (1) any Subsidiary of the Issuer that is designated an Unrestricted
Subsidiary by the Board of Directors of the Issuer in the manner provided under
Section 4.10; and

     (2) any Subsidiary of an Unrestricted Subsidiary.

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

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

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

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

     "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.

     SECTION 1.02.  Other Definitions .
                    -----------------

                                       28
<PAGE>

<TABLE>
<CAPTION>
                                Term                                            Defined in Section
         -----------------------------------------------  ---------------------------------------------------------
         <S>                                              <C>
         "Affiliate Transaction".......................................................4.07(a)
         "Agent Members"...............................................................2.13(a)
         "Asset Sale Offer"............................................................3.09(a)
         "Bankruptcy Law"..............................................................6.01
         "Change of Control Offer".....................................................3.09(a)
         "Change of Control Payment"...................................................4.08(a)
         "Covenant Defeasance".........................................................8.01(c)
         "Custodian"...................................................................6.01
         "Designation".................................................................4.10(a)
         "DTC".........................................................................2.03
         "Event of Default"............................................................6.01
         "Excess Proceeds".............................................................4.06
         "Guaranteed Obligations".....................................................11.01
         "incur".......................................................................4.03(a)
         "Indemnified Party"...........................................................7.07
         "Legal Defeasance"............................................................8.01(b)
         "Legal Holiday"..............................................................13.08
         "non-payment default"........................................................12.03(a)
         "Notice of Default"...........................................................6.01
         "Offer Amount"................................................................3.09(a)
         "Offer Period"................................................................3.09(a)
         "Option of Holder to Elect Purchase"..........................................3.09
         "outstanding".................................................................8.01(b)
         "Paying Agent"................................................................2.03
         "Payment Blockage Notice"....................................................12.03(a)
         "payment default"............................................................12.03(a)
         "Permanent Regulation S Global Security"......................................2.01
         "Permitted Debt"..............................................................4.03(b)
         "Physical Securities".........................................................2.01(c)
         "protected purchaser".........................................................2.07
         "Purchase Date"...............................................................3.09(a)
         "QIBs"........................................................................2.01(b)
         "QIB Global Security".........................................................2.01(b)
         "Registrar"...................................................................2.03
         "Regulation S"................................................................2.01(b)
         "Regulation S Global Security"................................................2.01(b)
         "Repurchase Offer"............................................................3.09(a)
         "Restricted Payments".........................................................4.04(a)
         "Revocation"..................................................................4.10(c)
         "Rule 144A"...................................................................2.01(b)
         "Temporary Regulation S Global Security"......................................2.01(b)
</TABLE>

                                       29
<PAGE>

     SECTION 1.03.  Incorporation by Reference of Trust Indenture Act .  This
                    -------------------------------------------------
Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture, except that
Section 316 is expressly excluded, to the maximum extent permissible thereunder.
The following TIA terms have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Security Holder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

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

     SECTION 1.04.  Rules of Construction .  Unless the context otherwise
                    ---------------------
requires:

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

     (2) an accounting term not otherwise defined has the meaning assigned to
it, and all accounting determinations shall be made, in accordance with GAAP;

     (3)    "or" is not exclusive;

     (4) "including" means "including without limitation";

     (5) words in the singular include the plural and words in the plural
include the singular;

     (6) unsecured Debt shall not be deemed to be subordinate or junior to
Secured Debt merely by virtue of its nature as unsecured Debt;

     (7) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the Issuer dated such date prepared in accordance with
GAAP and accretion of principal on such security shall not be deemed to be the
incurrence of Debt;

     (8) all references to "principal" of the Securities include redemption
price and purchase price and all references to "interest" on the Securities
(except for purposes of Section 6.07) include Liquidated Damages, if any;

                                       30
<PAGE>

     (9) the principal amount of any Preferred Stock shall be (i) the maximum
liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock,
whichever is greater; and

     (10) all exhibits are incorporated by reference herein and expressly made a
part of this Indenture.

                                   ARTICLE II


                                 The Securities
                                 --------------

     SECTION 2.01.  Form and Dating.
                    ---------------

     (a) The Initial Securities issued on the Closing Date and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A
and as otherwise provided in this Article II.  Any Exchange Securities or
Permanent Regulation S Global Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit B and as otherwise
provided in this Article II.  Any Private Exchange Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit C
and as otherwise provided in this Article II.  Any Additional Securities shall
be issued in the form of either (i) Exhibit A, if such Security is a Transfer
Restricted Security, or (ii) Exhibit B, if such Security is not a Transfer
Restricted Security.  The Securities may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Issuer or any
Guarantor is subject, if any, or usage (provided that any such notation, legend
                                        --------
or endorsement is in a form acceptable to the Issuer).  Each Security shall be
dated the date of its authentication.  The Securities shall be issuable only in
registered form without coupons and only in denominations of $1,000 and integral
multiples thereof.

     (b) All Initial Securities issued on the Closing Date will be, and all
Initial Securities in the form of Additional Securities may be, issued and sold
as provided in the related Purchase Agreement.  All Initial Securities are being
or will be offered and sold by the Initial Purchasers only (i) to "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act ("Rule
                                                                          ----
144A")) ("QIBs") and (ii) in reliance on Regulation S under the Securities Act
----      ----
("Regulation S").  After such initial offers and sales, Initial Securities that
  ------------
are Transfer Restricted Securities may be transferred to, among others, QIBS and
in reliance on Regulation S in accordance with certain transfer restrictions.
Initial Securities that are offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more permanent Global Securities
substantially in the form set forth in Exhibit A (collectively, the "QIB Global
                                                                     ----------
Security") deposited with the Trustee, as Securities Custodian, duly executed by
--------
the Issuer and authenticated by the Trustee as hereinafter provided.  Initial
Securities that are offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more temporary
Global Securities substantially in the form set forth in Exhibit A
(collectively, the "Temporary Regulation S Global Security") deposited with the
                    --------------------------------------
Trustee, as Securities Custodian, duly executed by the Issuer and authenticated
by the Trustee as hereinafter provided.  At any time on or after the later of 40
days following the Issue Date and the Separation Date, upon receipt by the
Trustee and the Issuer of a certificate substantially in the form of Exhibit G
hereto, one or more permanent Global Securities substantially in the form set
forth in Exhibit B

                                       31
<PAGE>

(collectively, the "Permanent Regulation S Global Security"; and together with
                    --------------------------------------
the Temporary Regulation S Global Security, the "Regulation S Global Security")
                                                 ----------------------------
duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided, shall be deposited with the Trustee, as Securities Custodian. "QIB
Global Security." The QIB Global Security and the Regulation S Security shall
each be issued with separate CUSIP numbers. The aggregate principal amount of
each Global Security may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as Securities Custodian.
Transfers of Initial Securities between QIBs and to or by purchasers pursuant to
Regulation S shall be represented by appropriate increases and decreases to the
respective amounts of the appropriate Global Securities, as more fully provided
in Section 2.14.

     (c) Except as otherwise provided in the related Purchase Agreement, Initial
Securities offered and sold other than as described in Section 2.01(a) or (b),
if any, shall be issued in the form of permanent certificated Securities in
registered form in substantially the form set forth in Exhibit A attached hereto
without the Global Securities Legend (the "Physical Securities").
                                           -------------------

     (d) The Initial Securities, the Additional Securities, the Exchange
Securities and the Private Exchange Securities shall be treated as a single
class of securities under this Indenture.

     SECTION 2.02.  Execution and Authentication; Authenticating Agent .  One or
                    --------------------------------------------------
more Officers of the Issuer shall sign the Securities by manual or facsimile
signature.

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

     A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security.  The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

     The Trustee shall authenticate and make available for delivery upon a
written order of the Issuer signed by two of its Officers (1) Initial Securities
for original issue on the Closing Date in an aggregate principal amount of
$160.0 million, (2) subject to Section 4.03, Additional Securities in an
unlimited principal amount and (3) (A) Exchange Securities for issue only in a
Registered Exchange Offer, and (B) Private Exchange Securities for issue only in
a Private Exchange, in the case of each of (A) and (B) pursuant to a
Registration Rights Agreement and for Initial Securities for a like principal
amount of Initial Securities exchanged pursuant thereto.  Such order shall
specify the amount of the Securities to be authenticated, the date on which the
original issue of Securities is to be authenticated and whether the Securities
are to be Initial Securities, Additional Securities, Exchange Securities or
Private Exchange Securities.

     The Trustee may appoint an authenticating agent reasonably acceptable to
the Issuer to authenticate the Securities.  Any such appointment shall be
evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of
which instrument shall be furnished to the Issuer.  Unless limited by the terms
of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so.  After any such appointment, each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An

                                       32
<PAGE>

authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

     SECTION 2.03.  Registrar and Paying Agent; Method of Payment .  The Issuer
                    ---------------------------------------------
shall maintain in The City of New York, Borough of Manhattan, an office or
agency where Securities may be presented for registration of transfer or for
exchange (the "Registrar") and an office or agency where Securities may be
               ---------
presented for payment (the "Paying Agent").  The Registrar shall keep a register
                            ------------
of the Securities and of their transfer and exchange.  The Issuer may have one
or more co-registrars and one or more additional paying agents.  The term
"Paying Agent" includes any additional paying agent.

     The Issuer shall give prompt written notice to the Trustee of the location,
and any change in the location, of any such office or agency.  If at any time
the Issuer 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 address of the
Trustee set forth in Section 13.02.

     The principal of (and premium, if any) and interest on the Securities shall
be payable at the office of the Paying Agent in The City of New York maintained
for such purposes or, at the option of the Issuer, interest may be paid by check
mailed to the address of the Person entitled thereto as such address shall
appear on the Register; provided that all payments with respect to Securities
the Holders of which have given wire transfer instructions to the Issuer will be
required to be made by wire transfer of immediately available funds to the
accounts specified by the Holders thereof.

     The Issuer may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations.  The Issuer
will give prompt notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

     The Issuer initially designates the Corporate Trust Office as such office
of the Issuer in accordance with this Section 2.03.

     The Issuer shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA not otherwise excluded hereunder.  The
agreement shall implement the provisions of this Indenture that relate to such
agent.  The Issuer shall notify the Trustee of the name and address of any such
agent.  If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.07.  Either the Issuer or any domestically organized
Wholly Owned Restricted Subsidiary may act as Paying Agent, Registrar, co-
registrar or transfer agent.

     The Issuer initially appoints the Trustee as Registrar and Paying Agent in
connection with the Securities.

                                       33
<PAGE>

     The Issuer initially appoints The Depository Trust Company ("DTC") to act
                                                                  ---
as Depositary with respect to the Global Securities, and the Trustee shall
initially be the Securities Custodian with respect to the Global Securities.

     The Issuer may remove any Registrar or Paying Agent upon written notice to
such Registrar or Paying Agent and to the Trustee, provided that no such removal
                                                   --------
shall become effective until (1) acceptance of an appointment by a successor as
evidenced by an appropriate agreement entered into by the Issuer and such
successor Registrar or Paying Agent, as the case may be, and delivered to the
Trustee or (2) notification to the Trustee that the Trustee shall serve as
Registrar or Paying Agent until the appointment of a successor in accordance
with clause (1) above.  The Registrar or Paying Agent may resign at any time
upon not less than 10 Business Days' prior written notice to the Issuer;
provided, however, that the Trustee may resign as Paying Agent or Registrar only
--------  -------
if the Trustee also resigns as Trustee in accordance with Section 7.08.

     SECTION 2.04.  Paying Agent to Hold Money in Trust .  Prior to 10:00 a.m.
                    -----------------------------------
on each due date of the principal and interest on any Security, the Issuer shall
deposit with the Paying Agent (or if the Issuer or a Wholly Owned Restricted
Subsidiary is acting as Paying Agent, segregate and hold in trust for the
benefit of the Persons entitled thereto) a sum sufficient to pay such principal
and interest when so becoming due.  The Issuer shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities and
shall notify the Trustee in writing of any default by the Issuer in making any
such payment within one Business Day thereof.  If the Issuer or a Wholly Owned
Restricted Subsidiary acts as Paying Agent, it shall segregate the money held by
it as Paying Agent and hold it as a separate trust fund.  The Issuer at any time
may require a Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed by the Paying Agent.  Upon complying with this
Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

     Any money deposited with any Paying Agent, or then held by the Issuer or a
permitted Wholly Owned Restricted Subsidiary in trust for the payment of
principal or interest on any Security and remaining unclaimed for two years
after such principal and interest has become due and payable shall be paid to
the Issuer at its request, or, if then held by the Issuer or a permitted Wholly
Owned Restricted Subsidiary, shall be discharged from such trust; and the
Securityholders shall thereafter, as general unsecured creditors, look only to
the Issuer for payment thereof, and all liability of the Paying Agent with
respect to such money, and all liability of the Issuer or such permitted Wholly
Owned Restricted Subsidiary as trustee thereof, shall thereupon cease.

     SECTION 2.05.  Securityholder Lists .  The Trustee shall preserve in as
                    --------------------
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders.  If the Trustee is not the
Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the
Trustee, in writing at least five Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders.

                                       34
<PAGE>

     SECTION 2.06.  Transfer and Exchange .  The Securities shall be issued in
                    ---------------------
registered form and shall be transferable only upon the surrender of a Security
for registration of transfer.  When a Security is presented to the Registrar or
a co-registrar with a request to register a transfer, the Registrar shall
register the transfer as requested if the requirements of Section 8-401 of the
Uniform Commercial Code are met.  When Securities are presented to the Registrar
or a co-registrar with a request to exchange them for an equal principal amount
of Securities of other denominations, the Registrar shall make the exchange as
requested if the same requirements are met.  To permit registration of transfers
and exchanges, the Issuer shall execute and the Trustee shall authenticate
Securities at the Registrar's or co-registrar's request.  The Issuer may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges in connection with any transfer or exchange pursuant to this Section.
The Issuer shall not be required to make, and the Registrar need not register,
transfers or exchanges of Securities (a) selected for redemption (except, in the
case of Securities to be redeemed in part, the portion thereof not to be
redeemed), (b) for a period of 15 days before a selection of Securities to be
redeemed or (c) between a record date and the next succeeding interest payment
date.

     Prior to the due presentation for registration of transfer of any Security,
the Issuer, the Guarantors, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the Person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and accrued and unpaid interest on such Security and for
all other purposes whatsoever, whether or not such Security is overdue, and none
of the Issuer, the Trustee, the Paying Agent, the Registrar or any co-registrar
shall be affected by notice to the contrary.

     Any Holder of a Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interests in such Global Security
may be effected only through a book-entry system maintained by (i) the Holder of
such Global Security (or its agent) or (ii) any holder of such beneficial
interest, and that ownership of a beneficial interest in such Global Security
shall be required to be reflected in a book entry.

     All Securities issued upon any transfer or exchange pursuant to this
Section 2.06 will evidence the same debt and will be entitled to the same
benefits under this Indenture as the Securities surrendered upon such transfer
or exchange.

     The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Persons who have
accounts with the Depositary or beneficial owners of interests in any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     SECTION 2.07.  Replacement Securities .  If a mutilated Security is
                    ----------------------
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Issuer shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the

                                       35
<PAGE>

Holder (i) satisfies the Issuer or the Trustee within a reasonable time after he
has notice of such loss, destruction or wrongful taking and the Registrar does
not register a transfer prior to receiving such notification, (ii) makes such
request to the Issuer or the Trustee prior to the Security being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a "protected purchaser") and (iii) satisfies any other reasonable requirements
    -------------------
of the Trustee and the Issuer including evidence of the destruction, loss or
theft of the Security. Such Holder shall furnish an indemnity bond sufficient in
the judgment of the Trustee to protect the Issuer, the Trustee, the Paying
Agent, the Registrar and any co-registrar from any loss that any of them may
suffer if a Security is replaced. The Issuer and the Trustee may charge the
Holder for their expenses in replacing a Security including the payment of a sum
sufficient to cover any tax or other governmental charge that may be required.
In the event any such mutilated, lost, destroyed or wrongfully taken Security
has become or is about to become due and payable, the Issuer in its discretion
may pay such Security instead of issuing a new Security in replacement thereof.

     Every replacement Security is an additional obligation of the Issuer.

     The provisions of this Section 2.07 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, lost, destroyed or wrongfully taken Securities.

     SECTION 2.08.  Outstanding Securities .  Securities outstanding at any time
                    ----------------------
are all Securities authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation and those described in this Section as
not outstanding.  Subject to Section 13.06, a Security does not cease to be
outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

     If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Issuer receive proof satisfactory to them
that the replaced Security is held by a protected purchaser.

     If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date, repurchase date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or repurchased or
maturing, as the case may be, and the Paying Agent is not prohibited from paying
such money to the Securityholders on that date pursuant to the terms of this
Indenture, then on and after that date such Securities (or portions thereof)
cease to be outstanding and interest on them ceases to accrue.

     SECTION 2.09.  Temporary Securities .  Until Definitive Securities and
                    --------------------
Global Securities are ready for delivery, the Issuer may prepare and the Trustee
shall authenticate temporary Securities.  Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Issuer considers appropriate for temporary Securities.  Without unreasonable
delay, the Issuer shall prepare and the Trustee shall authenticate Definitive
Securities or Global Securities, as the case may be, and deliver them in
exchange for temporary Securities upon surrender of such temporary Securities at
the office or agency of the Issuer, without charge to the Holder.

                                       36
<PAGE>

     SECTION 2.10.  Cancellation .  The Issuer at any time may deliver
                    ------------
Securities to the Trustee for cancellation.  The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment.  The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver canceled Securities to the Issuer in accordance with
the Trustee's customary procedures.  The Issuer may not issue new Securities to
replace Securities that have been redeemed, paid or delivered to the Trustee for
cancellation.  The Trustee shall not authenticate Securities in place of
canceled Securities other than pursuant to the terms of this Indenture.

     SECTION 2.11.  Defaulted Interest .  If the Issuer defaults in a payment of
                    ------------------
interest on the Securities, the Issuer shall pay the defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful manner.
The Issuer may pay the defaulted interest to the persons who are Securityholders
on a subsequent special record date.  The Issuer shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of
the Trustee and shall promptly mail or cause to be mailed to each Securityholder
a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.

     The Issuer may make payment of any defaulted interest in any other lawful
manner not inconsistent with the requirements (if applicable) 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 Issuer to the Trustee
of the proposed payment pursuant to this paragraph, such manner of payment shall
be deemed practicable by the Trustee.

     SECTION 2.12.  CUSIP Numbers .  The Issuer in issuing the Securities may
                    -------------
use "CUSIP" or "ISIN" numbers (if then generally in use) and, if so, the Trustee
shall use "CUSIP" or "ISIN" numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no
         --------  -------
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.  The Issuer will promptly notify the Trustee of any
change in "CUSIP" or "ISIN" numbers.

     SECTION 2.13.  Book-Entry Provisions for Global Securities .
                    -------------------------------------------

     (a) Each Global Security initially shall (i) be registered in the name of
the Depositary for such Global Security or a nominee of such Depositary and (ii)
be delivered to the Trustee as the initial Securities Custodian for such
Depositary.  Beneficial interests in Global Securities may be held indirectly
through members of or participants in ("Agent Members") the Depositary
                                        -------------
(including Clearstream Banking and Euroclear in the case of the Regulation S
Global Security).

     Agent Members shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the Depositary, or the Trustee as
Securities Custodian, or under such Global Security, and the Depositary may be
treated by the Issuer, the Guarantors, the Trustee, the Paying Agent, the
Registrar or any co-registrar as the absolute owner of such Global Security for
all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any

                                       37
<PAGE>

written certification, proxy or other authorization furnished by the Depositary
or shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of any
Security.

     (b) Transfers of a Global Security shall be limited to transfers of such
Global Security in whole, but not in part, to the Depositary, its successors or
their respective nominees.  Interests of beneficial owners in a Global Security
may be transferred in accordance with the rules and procedures of the Depositary
(and Agent Member, if applicable) and the provisions of Section 2.14.  The
Registrar shall register the transfer of Physical Securities to all beneficial
owners in exchange for their beneficial interests in a Global Security if (i)
the Depositary notifies the Issuer that it is unwilling or unable to continue as
Depositary for such Global Security or the Depositary ceases to be a clearing
agency registered under the Exchange Act, at a time when the Depositary is
required to be so registered in order to act as Depositary, and in each case a
successor Depositary is not appointed by the Issuer within 90 days of such
notice or, (ii) the Issuer executes and delivers to the Trustee and the
Registrar an Officers' Certificate stating that such Global Security shall be so
exchangeable or (iii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depositary to permit such transfers.

     Notwithstanding the previous sentence, in no event shall Physical
Securities be delivered to investors who purchased Securities in reliance on
Regulation S prior to the day that is forty days after the Issue Date with
respect to such Securities (and, in the case of the Initial Securities issued on
the Closing Date, prior to the Separation Date).

     (c) The registered holder of a Global Security may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action that a Holder is
entitled to take under this Indenture or the Securities.

     SECTION 2.14.  Special Transfer Provisions .  Unless and until a Transfer
                    ---------------------------
Restricted Security is transferred or exchanged under an effective registration
statement under the Securities Act, the following provisions shall apply:

     (a)  [Intentionally Omitted](b)  Transfers to QIBs.  The following
          -----------------------     -----------------
provisions shall apply with respect to the registration of any proposed transfer
of a Transfer Restricted Security to a QIB (other than pursuant to
Regulation S):

          (i) The Registrar shall register the transfer of a Transfer Restricted
Security by a Holder if (x) the requested transfer is (I) at least two years
after the later of (A) the Issue Date with respect to such Transfer Restricted
Security and (B) the date such Transfer Restricted Security was acquired from an
affiliate of the Issuer and (II) at least three months after the last date such
Holder was an affiliate of the Issuer or (y) such transfer is being made by a
proposed transferor who has provided the Registrar with a letter substantially
in the form set forth in Exhibit E hereto.

          (ii) If the proposed transferee is an Agent Member and the Transfer
Restricted Security to be transferred consists of an interest in the Regulation
S Global Security, upon receipt by the Registrar of (x) the letter, if any,
required by paragraph (i) above and (y) instructions

                                       38
<PAGE>

given in accordance with the Depositary's and the Registrar's procedures
therefor, the Registrar shall reflect on its books and records the date and an
increase in the principal amount of the QIB Global Security in an amount equal
to the principal amount of the beneficial interest in the Regulation S Global
Security to be so transferred, and the Registrar shall reflect on its books and
records the date and an appropriate decrease in the principal amount of such
Regulation S Global Security.

     (c) Transfers Pursuant to Regulation S.  The Registrar shall register the
         ----------------------------------
transfer of any Permanent Regulation S Global Security without requiring any
additional certification.  The following provisions shall apply with respect to
registration of any proposed transfer of a Transfer Restricted Security pursuant
to Regulation S:

          (i) The Registrar shall register any proposed transfer of a Transfer
Restricted Security by a Holder if (x) the requested transfer is at least two
years after the Issue Date with respect to such Transfer Restricted Security and
at least three months after the last date such Holder was an affiliate of the
Issuer or (y) upon receipt of a letter substantially in the form set forth in
Exhibit F hereto from the proposed transferor.

          (ii) If the proposed transferor is an Agent Member holding a
beneficial interest in a QIB Global Security, upon receipt by the Registrar of
(x) the letter, if any, required by paragraph (i) above and (y) instructions in
accordance with the Depositary's and the Registrar's procedures therefor, the
Registrar shall reflect on its books and records the date and an increase in the
principal amount of the Regulation S Global Security in an amount equal to the
principal amount of the beneficial interest in such QIB Global Security to be
transferred, and the Registrar shall reflect on its books and records the date
and an appropriate decrease in the principal amount of the QIB Global Security.

     (d) Restricted Securities Legend.  Upon the transfer, exchange or
         ----------------------------
replacement of Securities not bearing the Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear the Restricted Securities
Legend.  Upon the transfer, exchange or replacement of Securities bearing the
Restricted Securities Legend, the Registrar shall deliver only Securities that
bear the Restricted Securities Legend unless either (i) the circumstances
contemplated by paragraph (b)(i)(x) or (c)(i)(x) of this Section exist or (ii)
there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Issuer and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

     (e) General.  By its acceptance of any Security bearing the Restricted
         -------
Securities Legend, each Holder of such Security acknowledges the restrictions on
transfer of such Security set forth in this Indenture and in the Restricted
Securities Legend and agrees that it shall transfer such Security only as
provided in this Indenture.

     The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Section 2.14.  The Issuer shall have
the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
written notice to the Registrar.

                                       39
<PAGE>

                                  ARTICLE III


                                   REDEMPTION
                                   ----------

     SECTION 3.01.  Notices to Trustee .  If the Issuer elects to redeem
                    ------------------
Securities pursuant to Section 3.07, it shall notify the Trustee in writing of
the redemption date, the principal amount of Securities to be redeemed and the
Section of this Indenture pursuant to which the redemption will occur.

     The Issuer shall give each notice to the Trustee provided for in this
Section at least 60 days before the redemption date unless the Trustee consents
to a shorter period.  Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Issuer to the effect that such
redemption will comply with the conditions herein.  If fewer than all the
Securities are to be redeemed, the record date relating to such redemption shall
be selected by the Issuer and given to the Trustee, which record date shall be
not fewer than 15 days after the date of notice to the Trustee, unless the
Trustee otherwise agrees.  Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

     SECTION 3.02.  Selection .  If less than all of the Securities are to be
                    ---------
redeemed at any time, selection of Securities for redemption will be made by the
Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed, or, if the Securities are
not so listed, on a pro rata basis, by lot or by such method as the Trustee
                    --- ----
shall deem fair and appropriate; provided that no Securities of $1,000 or less
                                 --------
shall be redeemed in part; provided further, however, that if a partial
                           -------- -------  -------
redemption is made with the proceeds of a public offering of common stock,
selection of the Securities or portions thereof for redemption shall be made by
the Trustee on a pro rata basis only or on as nearly a pro rata basis as is
                 --------                              --------
practicable (subject to any procedures of the Depositary), unless such method is
otherwise prohibited.  If any Security is to be redeemed in part only, the
notice of redemption that relates to such Security shall state the portion of
the principal amount thereof to be redeemed.  On and after the redemption date,
interest ceases to accrue on Securities or portions of them called for
redemption.

     SECTION 3.03.  Notice.  Notices of redemption shall be mailed by first
                    ------
class mail to each Holder's address  at least 30 but not more than 60 days
before the redemption date to each Holder of Securities to be redeemed at its
registered address.  Notices of redemption may not be conditional.  The Trustee
shall notify the Issuer promptly of the Securities or portions of Securities to
be redeemed.

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

          (1)  the redemption date;

          (2)  the redemption price;

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

                                       40
<PAGE>

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

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

          (6) that, unless the Issuer defaults in making such redemption payment
or the Paying Agent is prohibited from making such payment pursuant to the terms
of this Indenture, interest on Securities (or portion thereof) called for
redemption ceases to accrue on and after the redemption date;

          (7) Section of this Indenture pursuant to which the Securities called
for redemption are being redeemed;

          (8) the CUSIP number, if any, printed on the Securities being
redeemed; and

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

     At the Issuer's request (which may be revoked at any time in writing prior
to the time at which the Trustee shall have given such notice to the Holders),
the Trustee shall give the notice of redemption in the Issuer's name and at the
Issuer's expense.  In such event, the Issuer shall provide the Trustee with the
information required by this Section.

     SECTION 3.04.  Effect of Notice of Redemption.  Once notice of redemption
                    ------------------------------
is mailed, Securities called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice.  Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date;

provided that if the redemption date is after a regular record date and on or
--------
prior to the interest payment date, the accrued interest shall be payable to the
Securityholder of the redeemed Securities registered on the relevant record
date.  If mailed in the manner herein, the notice shall be conclusively presumed
to have been given whether or not the Holder receives such notice.  Failure to
give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

     SECTION 3.05.  Deposit of Redemption Price.  Prior to 10:00 a.m. on the
                    ---------------------------
redemption date, the Issuer shall deposit with the Paying Agent (or, if the
Issuer or a Wholly Owned Restricted Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on the redemption date other
than Securities or portions of Securities called for redemption that have been
delivered by the Issuer to the Trustee for cancellation.

     SECTION 3.06.  Securities Redeemed in Part.  Upon surrender of a Security
                    ---------------------------
that is redeemed in part, the Issuer shall execute and the Trustee shall
authenticate for the Holder (at the Issuer's expense) a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.

                                       41
<PAGE>

     SECTION 3.07.  Optional Redemption.
                    -------------------

     (a) Except as set forth in Section 3.07(b) or (c), the Securities may not
be redeemed prior to January 15, 2006.  Thereafter, the Securities will be
subject to redemption at any time at the option of the Issuer, in whole or in
part, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest to the applicable redemption
date (subject to the right of Holders on the relevant record date to receive
interest due on the relevant interest payment date), if redeemed during the
twelve-month period beginning on January 15, 2006 of the years indicated below:


                Year                                 Percentage
                ----                                 ----------

                2006                                 107.000%

                2007                                 104.667%

                2008                                 102.333%

                2009 and thereafter                  100.000%

     (b) In addition, at any time and from time to time, on or prior to January
15, 2004, the Issuer may redeem Securities with an aggregate principal amount
equal to up to 35% of the aggregate principal amount of Initial Securities
issued under this Indenture at a redemption price of 114% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
redemption date (subject to the right of Holders on the relevant record date to
receive interest due on the relevant interest payment date), with the net cash
proceeds of a public offering by the Issuer of its common stock; provided that
                                                                 --------
Securities with an aggregate principal amount equal to at least 65% of the
aggregate principal amount of Initial Securities issued under this Indenture
remain outstanding immediately after the occurrence of such redemption; and

provided further that such redemption shall occur within 90 days of the date of
-------- -------
the closing of such public offering.

     (c) At any time on or prior to January 15, 2006, the Securities may be
redeemed as a whole but not in part at the option of the Issuer upon the
occurrence of a Change of Control (but in no event may any such redemption occur
more than 120 days after the occurrence of such Change of Control) at a
redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued but unpaid interest to, the redemption
date, subject to the right of Holders on the relevant record date to receive
interest due on the relevant interest payment date.

     SECTION 3.08.  No Sinking Fund.  There shall be no sinking fund for the
                    ---------------
payment of principal on the Securities to the Securityholders.

     SECTION 3.09.  Repurchase Offers.
                    -----------------

     (a) If the Issuer shall be required to commence an offer to all Holders to
purchase Securities (a "Repurchase Offer") pursuant to Section 4.06 (an "Asset
                        ----------------                                 -----
Sale Offer") or pursuant to
----------

                                       42
<PAGE>

Section 4.08 (a "Change of Control Offer"), the Issuer shall follow the
                 -----------------------
procedures specified in this Section 3.09:

          (i) Within 30 days after (A) a Change of Control (unless (1) the
Issuer is not required to make such offer pursuant to Section 4.08(b) or (2) all
Securities have been called for redemption pursuant to Section 3.07(a) or (c))
or (B) the date on which the Issuer is required to make an Asset Sale Offer
pursuant to Section 4.06, the Issuer shall commence a Repurchase Offer, which
shall remain open for a period of at least 20 Business Days following its
commencement (the "Offer Period"), by sending a notice to the Trustee and each
                   ------------
of the Holders, by first class mail, which notice shall contain all instructions
and materials necessary to enable the Holders to tender Securities pursuant to
such Repurchase Offer.  Such notice, which shall govern the terms of the
Repurchase Offer, shall describe the transaction or transactions that constitute
the Change of Control or Asset Sale requiring an Asset Sale Offer, as the case
may be, and shall state:

               (A)  that the Repurchase Offer is being made pursuant to this
Section 3.09 and Section 4.06 or 4.08, as the case may be;

               (B)  the principal amount of Securities required to be purchased
pursuant to Section 4.06, in case of an Asset Sale Offer, or that the Issuer is
required to offer to purchase all of the outstanding principal amount of
Securities, in the case of a Change of Control Offer (such amount, the "Offer
                                                                        -----
Amount"), the purchase price and, that on the date specified in such notice (the
------
"Purchase Date"), which date shall be no earlier than 30 days and no later than
 -------------
60 days from the date such notice is mailed, the Issuer shall repurchase an
Offer Amount of Securities validly tendered and not withdrawn pursuant to this
Section 3.09 and Section 4.06 or 4.08, as applicable;

               (C)  that any Security not tendered or accepted for payment shall
continue to accrue interest;

               (D)  that, unless the Issuer defaults in making such payment,
Securities accepted for payment pursuant to the Repurchase Offer shall cease to
accrue interest after the Purchase Date;

               (E)  that Holders electing to have a Security purchased pursuant
to a Repurchase Offer may elect to have all or any portion of such Security
purchased;

               (F)  that Holders electing to have a Security purchased pursuant
to any Repurchase Offer shall be required to surrender the Security, with the
form entitled "Option of Holder to Elect Purchase" on the reverse of the
Security, or such other customary documents of surrender and transfer as the
Issuer may reasonably request, duly completed, or transfer by book-entry
transfer, to the Issuer, the Depositary, or the Paying Agent at the address
specified in the notice prior to the Purchase Date;

               (G)  that Holders shall be entitled to withdraw their election if
the Issuer, the Depositary or the Paying Agent, as the case may be, receives,
not later than the expiration of the Offer Period, a telegram, facsimile
transmission or letter setting forth the name of the Holder,

                                       43
<PAGE>

the principal amount of the Security the Holder delivered for purchase and a
statement that such Holder is withdrawing its election to have such Security
purchased;

               (H)  that, in the case of an Asset Sale Offer, if the aggregate
principal amount of Securities surrendered by Holders thereof exceeds the Offer
Amount, the Trustee shall select the Securities to be purchased on a pro rata
                                                                     --- ----
basis (based upon the outstanding principal amount thereof), with such
adjustments as may be deemed appropriate by the Issuer so that only Securities
in denominations of $1,000, or integral multiples thereof, shall be purchased;

               (I)  that Holders whose Securities are purchased only in part
shall be issued new Securities equal in principal amount to the unpurchased
portion of the Securities surrendered (or transferred by book-entry transfer);
and

                (J)  the CUSIP number, if any, printed on the Securities being
repurchased and that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the Securities.

          (ii) On (or at the Issuer's election, before) the Purchase Date, the
Issuer shall, (A) to the extent lawful, accept for payment, on a pro rata basis
                                                                 --- ----
to the extent necessary in the case of an Asset Sale Offer, the Securities or
portions thereof tendered pursuant to the Repurchase Offer and not theretofore
withdrawn, or if Securities aggregating less than the Offer Amount have been
tendered, all Securities tendered, and shall deliver to the Trustee an Officers'
Certificate stating that such Securities or portions thereof were accepted for
payment by the Issuer in accordance with the terms of this Section 3.09, (B)
deposit with the Paying Agent an amount equal to the payment required in respect
of all Securities or portions thereof so tendered and (C) 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
thereof being purchased by the Issuer.  The Issuer, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the Change of Control Payment or the payment due to each respective
Holder in respect of the Asset Sale Offer, as applicable, with respect to the
Securities tendered by such Holder and accepted by the Issuer for purchase, and
the Issuer shall promptly issue a new Security, and the Trustee, upon written
request from the Issuer, shall authenticate and mail or deliver such new
Security to such Holder, in a principal amount equal to any unpurchased portion
of the Securities so surrendered, provided that each such new Security shall be
                                  --------
in a principal amount of $1,000 or an integral multiple thereof.  Any Security
not so accepted shall be promptly mailed or delivered by the Issuer to the
Holder thereof.  On the Purchase Date, all Securities purchased by the Issuer
shall be delivered to the Trustee for cancellation.  All Securities or portions
thereof purchased pursuant to the  Repurchase Offer will be canceled by the
Trustee.  The Issuer shall publicly announce the results of the Repurchase Offer
on or as soon as practicable after the Purchase Date, but in no case more than
five Business Days thereafter.

     If the Issuer complies with the provisions of the preceding paragraph, on
and after the Purchase Date interest shall cease to accrue on the Securities or
the portions of Securities repurchased.  If a Security is repurchased on or
after an interest record date but on or prior to the related interest payment
date, then any accrued and unpaid interest shall be paid to the Person in

                                       44
<PAGE>

whose name such Security was registered at the close of business on such record
date. If any Security called is not repurchased upon surrender because of the
failure of the Issuer to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the Purchase Date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Securities and in Section
4.01.

     (b) The Issuer shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations to the extent such
laws and regulations are applicable in connection with the Repurchase Offer.  To
the extent that the provisions of any applicable securities laws or regulations
conflict with this Section 3.09, the Issuer shall comply with such securities
laws and regulations and shall not be deemed to have breached its obligations
under this Section 3.09 by virtue thereof.

     (c) Prior to complying with the provisions of this Section 3.09, the Issuer
shall either repay all outstanding Senior Debt of the Issuer or obtain the
requisite consents, if any, under all agreements governing outstanding Senior
Debt of the Issuer to permit the repurchase of Securities required by this
Section 3.09 and Section 4.06 or 4.08, as applicable, unless notice of
redemption of all Securities has then been given pursuant to Section 3.07 and
such redemption is permitted by the terms of outstanding Senior Debt.

     (d) Once notice of repurchase is mailed in accordance with this Section
3.09, all Securities validly tendered and not withdrawn (or, in the case of an
Asset Sale Offer, if the Issuer is not required to repurchase all of such
Securities then the pro rata portion of such Securities that the Issuer may be
                    --- ----
required to purchase pursuant to Section 3.02 and/or 4.06, as applicable) become
irrevocably due and payable on the Purchase Date at the purchase price specified
herein.  A notice of repurchase may not be conditional.

     (e) Other than as specifically provided in this Section 3.09 or Section
4.06 or 4.08, as applicable, any purchase pursuant to this Section 3.09 shall be
made pursuant to Sections 3.02 and 3.06.

                                   ARTICLE IV


                                   COVENANTS
                                   ---------

     SECTION 4.01.  Payment of Securities.  The Issuer shall promptly pay the
                    ---------------------
principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture.  Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds by 11:00 a.m., New York City time, in accordance with this Indenture
available funds sufficient to pay all principal and interest then due and the
Trustee or the Paying Agent, as the case may be, is not prohibited from paying
such money to the Securityholders on that date pursuant to the terms of this
Indenture.

     The Issuer shall pay interest on overdue principal at the rate specified
therefor in the Securities, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

                                       45
<PAGE>

     SECTION 4.02.  Reports .  Notwithstanding that the Issuer may not be
                    -------
required to remain subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, to the extent permitted by the Exchange Act, the Issuer
shall file with the SEC, from and after the commencement of a Registered
Exchange Offer in respect of the Initial Securities issued on the Closing Date
or the effectiveness of a Shelf Registration Statement (as defined in the
Registration Rights Agreement entered into on the Closing Date), and provide,
within 15 days after the Issuer is required to file the same with the SEC, the
Trustee and the Holders with the annual reports and the information, documents
and other reports that are specified in Sections 13 and 15(d) of the Exchange
Act.  In the event the Issuer is not permitted to file such reports, documents
and information with the SEC, the Issuer will provide substantially similar
information to the Trustee and the Holders, as if the Issuer were subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act.  The Issuer
also shall comply with the other provisions of TIA (S) 314(a).

     SECTION 4.03.  Incurrence of Debt and Issuance of Preferred Stock .
                    --------------------------------------------------

     (a) The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Debt (including Acquired Debt) and
the Issuer will not permit any of its Restricted Subsidiaries that are not
Guarantors to issue any shares of Preferred Stock; provided, however, that the
Issuer and its Restricted Subsidiaries may incur Debt (including Acquired Debt)
and Restricted Subsidiaries that are not Guarantors may issue Preferred Stock,
if, in any such case, immediately after giving effect to the incurrence of such
Debt or the issuance of such Preferred Stock and the receipt and application of
the net proceeds therefrom, including the application or use of the net proceeds
therefrom to repay Debt or make any Restricted Payment, (i) the Consolidated
Debt to Annualized Operating Cash Flow Ratio would be (A) less than 7.0 to 1.0,
if prior to January 31, 2006 or (B) less than 6.0 to 1.0 if on or after January
31, 2006 or (ii) in the case of any incurrence of Debt or issuance of Preferred
Stock prior to January 31, 2006 only, Consolidated Debt would be equal to or
less than 75% of Total Invested Capital.

     (b) The provisions of Section 4.03(a) will not apply to the incurrence of
any of the following items of Debt (collectively, "Permitted Debt"):
                                                   --------------

          (1) the incurrence by the Issuer or any of its Restricted Subsidiaries
of term and revolving Debt and letters of credit (with letters of credit being
deemed to have a principal amount equal to the undrawn face amount thereof)
under Credit Facilities (including Guarantees of such Debt by the Issuer or any
of its Subsidiaries); provided that the aggregate principal amount of such Debt
outstanding pursuant to this clause (1) without duplication, does not exceed an
amount equal to the sum of (a) $265.0 million and (b) 85% of the Qualified
Receivables at the time such Debt is incurred which sum shall be permanently
reduced by the aggregate amount of all net proceeds of Asset Sales applied since
the Closing Date to permanently repay the principal amount of Debt under a
Credit Facility incurred pursuant to this clause (1) pursuant to clause (b)(1)
of Section 4.06;

          (2) the incurrence by the Issuer and its Restricted Subsidiaries of
Existing Debt;

                                       46
<PAGE>

          (3) the incurrence by the Issuer of Debt represented by the Securities
(other than Additional Securities) and by the Guarantors of Debt represented by
the related Security Guarantees;

          (4) the incurrence by the Issuer or any  Restricted Subsidiary of Debt
(including Capital Lease Obligations) in each case, (a) incurred for the purpose
of leasing or financing all or any part of the purchase price or cost of
construction or improvement of inventory, property, plant or equipment used in
the business of the Issuer or any of its Restricted Subsidiaries, including
telephone and computer systems and operating facilities, in an aggregate
principal amount not to exceed $5.0 million at any time outstanding, provided
that such Debt exists at the date of such purchase or transaction or is created
within 180 days thereafter, and (b) such Debt shall not constitute more than
100.0% (determined in accordance with GAAP) to the Issuer or such Restricted
Subsidiary, as applicable, of the cost of the property so purchased,
constructed, improved or leased;

          (5) the incurrence by the Issuer or any of its Restricted Subsidiaries
of Permitted Refinancing Debt in exchange for, or the net proceeds of which are
used to refund, refinance or replace Debt (other than intercompany Debt) that
was permitted by this Indenture to be incurred;

          (6) the incurrence by the Issuer or any of its Restricted Subsidiaries
of intercompany Debt or Preferred Stock owed or issued to and held by the Issuer
and any of its Restricted Subsidiaries including any Debt arising in connection
with a Receivables Facility, provided, however, that (a) any such Debt of the
Issuer shall be subordinated and junior in right of payment to the Securities
and (b)(i) any subsequent issuance or transfer of Equity Interests or other
action that results in any such Debt or Preferred Stock being held by a Person
other than the Issuer or a Restricted Subsidiary and (ii) any sale or other
transfer of any such Debt or Preferred Stock to a Person that is not either the
Issuer or a Restricted Subsidiary shall be deemed, in each case, to constitute
an incurrence of such Debt or issuance of such Preferred Stock by the Issuer or
such Restricted Subsidiary, as the case may be, that was not permitted by this
clause (6);

          (7) the incurrence by the Issuer or any of its Restricted Subsidiaries
of Hedging Obligations that are incurred (a) for the purpose of fixing or
hedging interest rate risk with respect to any floating rate Debt that is
permitted by the terms of this Indenture to be outstanding or (b) for the
purpose of fixing or hedging currency exchange rate risk or commodity price risk
incurred in the ordinary course of business;

          (8) the guarantee by the Issuer or any Restricted Subsidiary of Debt
of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be
incurred by another provision of this covenant;

          (9) the incurrence by the Issuer or any Restricted Subsidiary of any
Debt under any unsecured deferred promissory note payable to Sprint PCS pursuant
to the deferral of collected revenues provision of the Consent and Agreement;

                                       47
<PAGE>

          (10) the incurrence by the Issuer or any Restricted Subsidiary of
Acquired Debt, but only to the extent that immediately after giving effect to
the incurrence of such Debt (i) in the event of any incurrence of Acquired Debt
on or after January 31, 2006 only, the Consolidated Debt to Annualized Operating
Cash Flow Ratio would decrease as compared to the Consolidated Debt to
Annualized Operating Cash Flow Ratio immediately prior to such incurrence or
(ii) in the event of any incurrence of Acquired Debt prior to January 31, 2006
only, the ratio of Consolidated Debt to Total Invested Capital would decrease as
compared with the ratio of Consolidated Debt to Total Invested Capital
immediately prior to such incurrence; and

          (11) the incurrence by the Issuer or any Restricted Subsidiary of
additional Debt (which may comprise Debt under the Existing Credit Facilities)
in an aggregate principal amount (or accreted value, as applicable) at any time
outstanding, pursuant to this clause (11) not to exceed an amount equal to $50.0
million.

     (c) For purposes of determining compliance with this Section 4.03:

          (1) the outstanding principal amount of any particular Debt shall be
counted only such that (without limitation) any obligation arising under any
guarantee, Lien, letter of credit or similar instrument supporting such Debt
shall be disregarded;

          (2) in the event that an item of Debt meets the criteria of more than
one of the categories of Permitted Debt described in clauses (1) through (11) of
the definition of Permitted Debt above or is entitled to be incurred pursuant to
Section 4.03(a), the Issuer shall, in its sole discretion, classify and/or re-
classify such item of Debt in any manner that complies with this covenant and
such item of Debt will be treated as having been incurred pursuant to only one
of such clauses or pursuant to the first paragraph hereof; and

          (3) accrual of interest and the accretion of accreted value or
liquidation preference will not be deemed to be an incurrence of Debt or
issuance of Preferred Stock.

     SECTION 4.04.  Restricted Payments .
                    -------------------

     (a) Prior to and including December 31, 2003, the Issuer shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

          (1) declare or pay any dividend or make any other distribution
(including any payment by the Issuer or any Restricted Subsidiary in connection
with any merger or consolidation involving the Issuer or any of its Restricted
Subsidiaries) on account of the Issuer's or any of its Restricted Subsidiaries'
Equity Interests (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) and dividends payable to the Issuer or
any Restricted Subsidiary);

          (2) purchase, redeem or otherwise acquire or retire for value
(including any acquisition or retirement by the Issuer or any Restricted
Subsidiary in connection with any merger or consolidation) any Equity Interests
of the Issuer or any Holding Company;

          (3) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value, any Subordinated Debt of the
Issuer, except (a) a

                                       48
<PAGE>

payment of interest, principal or other related Obligations at Stated Maturity
and (b) the purchase, repurchase or other acquisition or retirement of
Subordinated Debt of the Issuer in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one
year of the date of purchase, repurchase or other acquisition or retirement; or

               (4) make any Restricted Investment,

     (all such payments and other actions set forth in clauses (1) through (4)
above being collectively referred to as "Restricted Payments").

     (b) After December 31, 2003, the Issuer and its Restricted Subsidiaries
shall not, directly or indirectly, make any Restricted Payment unless, at the
time of and after giving effect to such Restricted Payment:

          (i) no Default shall have occurred and be continuing;

          (ii) the Issuer would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had been
made at the beginning of the applicable period, have been permitted to incur at
least $1.00 of additional Debt pursuant to clause (i) or (ii) of the test set
forth in Section 4.03(a); and

          (iii)  such Restricted Payment, together with (without duplication)
the aggregate amount of all other Restricted Payments made by the Issuer and its
Restricted Subsidiaries after the Closing Date (excluding Restricted Payments
permitted by Section 4.04(c)), is less than the sum (without duplication) of:

          (A) the amount of (x) the Operating Cash Flow of the Issuer after
December 31, 2003 through the end of the latest full fiscal quarter for which
internal consolidated financial statements of the Issuer are available preceding
the date of such Restricted Payment, treated as a single accounting period, less
(y) 150% of the cumulative Consolidated Interest Expense of the Issuer after
December 31, 2003 through the end of the latest full fiscal quarter for which
internal consolidated financial statements of the Issuer are available preceding
the date of such Restricted Payment treated as a single accounting period; plus

          (B) 100% of the aggregate net cash proceeds received by the Issuer
from the issue or sale (other than to a Subsidiary) of, or from capital
contributions with respect to, Equity Interests of the Issuer (other than
Disqualified Stock), in either case after the Closing Date; plus

          (C) the amount by which the aggregate principal amount (or accreted
value, if less) of Debt of the Issuer or any Restricted Subsidiary is reduced on
the Issuer's consolidated balance sheet upon the conversion or exchange after
the Closing Date of any Debt convertible into or exchangeable for Equity
Interests (other than Disqualified Stock) of the Issuer, together with the net
cash proceeds received by the Issuer at the time of such conversion (less the
amount of any cash, or the fair market value of any other property distributed
by the Issuer upon such conversion or exchange); plus

                                       49
<PAGE>

          (D) 100% of the aggregate net cash proceeds received by the Issuer or
a Restricted Subsidiary of the Issuer since the Closing Date from (i) Restricted
Investments, whether through interest payments, principal payments, dividends or
other distributions and payments, or the sale or other disposition (other than
to the Issuer or a Restricted Subsidiary) thereof made by the Issuer and its
Restricted Subsidiaries and (ii) a cash dividend from, or the sale (other than
to the Issuer or a Restricted Subsidiary) of the stock of, an Unrestricted
Subsidiary; plus

          (E) upon the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary, the fair market value of the Investments of the Issuer
and its Restricted Subsidiaries (other than such Subsidiary) in such Subsidiary.

     (c) The provisions of Sections 4.04(a) and (b) shall not prohibit:

          (1) the payment of any dividend within 60 days after the date of
declaration thereof, if at such date of declaration such payment would have
complied with the provisions of this Indenture;

          (2) the redemption, repurchase, retirement, defeasance or other
acquisition of any Equity Interests or Subordinated Debt of the Issuer, or the
making of a Restricted Investment, in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary of the Issuer) of, Equity Interests (other than any Disqualified
Stock) of, or a capital contribution to, the Issuer; provided that the amount of
any such net cash proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance or other acquisition shall be excluded from
clause (iii) (B) of Section 4.04(b);

          (3) the redemption, repurchase, retirement, defeasance or other
acquisition of Subordinated Debt or Disqualified Stock of the Issuer (A) made by
an exchange for, or with the net cash proceeds from an incurrence of, Permitted
Refinancing Debt or (B) upon a Change of Control or Asset Sale to the extent
required by the agreement governing such Subordinated Debt but only if the
Issuer shall have complied with Section 4.08 or, as the case may be, 4.06 and
purchased all Securities validly tendered pursuant to the relevant Repurchase
Offer prior to purchasing or repaying such Subordinated Debt;

          (4) to the extent constituting Restricted Payments, the Specified
Affiliate Payments;

          (5) making distributions or payments of Receivables Fees; and

          (6) Restricted Payments in an aggregate amount not to exceed $5.0
million.

          In addition, if any Person in which an Investment is made, which
Investment constituted a Restricted Payment when made, thereafter becomes a
Restricted Subsidiary, such Investments previously made in such Person shall no
longer be counted as Restricted Payments for purposes of calculating the
aggregate amount of Restricted Payments pursuant to clause (iii) of Section
4.04(b) to the extent such Investments would not have been Restricted Payments
had such Person been a Restricted Subsidiary at the time such Investments were
made.

                                       50
<PAGE>

     (d) The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Issuer or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment.  The fair
market value of any non-cash Restricted Payment shall be determined in good
faith by the Board of Directors of the Issuer.

     (e) In making the computations required by this covenant:

          (1) the Issuer or the relevant Restricted Subsidiary may use audited
financial statements for the portions of the relevant period for which audited
financial statements are available on the date of determination and unaudited
financial statements and other current financial data based on the books and
records of the Issuer for the remaining portion of such period; and

          (2) the Issuer or the relevant Restricted Subsidiary will be permitted
to rely in good faith on the financial statements and other financial data
derived from the books and records of the Issuer and the Restricted Subsidiary
that are available on the date of determination.

     (f) If the Issuer makes a Restricted Payment that, at the time of the
making of such Restricted Payment, would in the good faith determination of the
Issuer or any Restricted Subsidiary be permitted under the requirements of this
Indenture, such Restricted Payment will be deemed to have been made in
compliance with this Indenture notwithstanding any subsequent adjustments made
in good faith to the Issuer's or any Restricted Subsidiary's financial
statements, affecting the computations required by this Section 4.04 of the
Issuer for any period. For the avoidance of doubt, it is expressly agreed that
no payment or other transaction permitted by clauses (1), (4), (5), (6), (7) and
(8) of Section 4.07(b) shall be considered a Restricted Payment for purposes of,
or otherwise restricted by, this Indenture.

     SECTION 4.05.  Dividend and Other Payment Restrictions Affecting Restricted
                    ------------------------------------------------------------
Subsidiaries.
------------

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

          (1) (i) pay dividends or make any other distributions to the Issuer or
any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect
to any other interest or participation in, or measured by, its profits, or (ii)
pay any Debt owed to the Issuer or any of its Restricted Subsidiaries;

          (2) make loans or advances to the Issuer or any of its Restricted
Subsidiaries; or

          (3) transfer any of its properties or assets to the Issuer or any of
its Restricted Subsidiaries.

     (b) However, Section 4.05(a) will not apply to encumbrances or
restrictions:

                                       51
<PAGE>

          (1) under contracts in effect on the Closing Date, including the
Existing Credit Facilities and other Existing Debt and the related
documentation;

          (2) under this Indenture, the Securities and the Security Guarantees
and any substantially similar indenture, securities and guarantees entered into
after the Closing Date, provided that the Debt thereunder is permitted by this
Indenture to be incurred;

          (3) under any agreement or other instrument of a Person acquired by
the Issuer or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (but not created in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired; provided that in the case of
Debt, such Debt is permitted by the terms of this Indenture to be incurred;

          (4) existing under or by reason of purchase money debt (including
Capital Lease Obligations) for property acquired in the ordinary course of
business that impose restrictions of the nature described in clause (3) of
Section 4.05(a) above on the property so acquired;

          (5) created in connection with any Receivables Facility that, in the
good faith determination of the Board of Directors or senior management of the
Issuer, are necessary or advisable to effect such Receivables Facility;

          (6) in the case of clause (3) of Section 4.05(a) above, (i) that
restricts in a customary manner the subletting, assignment, or transfer of any
property or asset that is subject to a lease, license or similar contract, (ii)
by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Issuer or any Restricted
Subsidiary not otherwise prohibited by this Indenture or (iii) contained in
security agreements or mortgages securing Debt to the extent such encumbrance or
restriction restricts the transfer of the property subject to such security
agreements or mortgages;

          (7) existing under or by reason of contracts for the sale of assets;

          (8) on cash or other deposits or net worth imposed by leases, customer
contracts or other agreements entered into in the ordinary course of business;

          (9) in customary form under joint venture agreements and other similar
agreements;

          (10) any encumbrances or restrictions required by any governmental,
local or regulatory authority having jurisdiction over the Issuer or any of its
Restricted Subsidiaries or any of their businesses in connection with any
development grant made or other assistance provided to the Issuer or any of its
Restricted Subsidiaries by such governmental authority; or

          (12) under any Permitted Refinancing Debt or any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (1) through (4) of this Section 4.05(b), provided that
Permitted Refinancing Debt or such amendments, modifications, restatements,

                                       52
<PAGE>

renewals, increases, supplements, refundings or replacements, taken as a whole,
are, in the good faith judgment of the Issuer, not materially more restrictive
with respect to such encumbrances or restrictions than those contained in the
Debt, contracts, instruments or obligations prior to the incurrence of such
Refinancing Debt or such amendment, modification, restatement, renewal,
increase, supplement, refunding or replacement.

     SECTION 4.06.  Asset Sales .
                    -----------

     (a) The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

          (1) the Issuer (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of such Asset Sale at least equal to the fair
market value of the assets or Equity Interests issued or sold or otherwise
disposed of; and

          (2) at least 75% of the consideration therefor received by the Issuer
or such Restricted Subsidiary is in the form of cash or Cash Equivalents;
provided that this clause (2) shall not apply to any sale of Equity Interests of
or other Investments in Unrestricted Subsidiaries.  For purposes of this
provision, each of the following will be deemed to be cash:

               (a)  any liabilities (as shown on the Issuer's or such Restricted
                    Subsidiary's most recent balance sheet), of the Issuer or
                    any Restricted Subsidiary (other than liabilities that are
                    by their terms subordinated to the Securities or, in the
                    case of liabilities of a Guarantor, the Security Guarantee
                    of such Guarantor) that are assumed by the transferee of any
                    such assets, or from which the Issuer and its Restricted
                    Subsidiaries are released; and

               (b)  any securities, notes or other obligations received by the
                    Issuer or any such Restricted Subsidiary from such
                    transferee that are converted by the Issuer or such
                    Restricted Subsidiary into cash (to the extent of the cash
                    received) within 180 days after receipt.

     (b) Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Issuer may apply such Net Proceeds, at its option:

          (1) to repay or repurchase Senior Debt, Debt of any Restricted
Subsidiary or Pari Passu Debt (other than Debt owed to the Issuer or a
Subsidiary of the Issuer, and provided that if the Issuer shall so reduce Pari
Passu Debt, it will equally and ratably make an Asset Sale Offer (in accordance
with the procedures set forth in Section 4.06(c) and Section 3.09 for an Asset
Sale Offer) to all Holders);

          (2) to make capital expenditures or to acquire properties or assets
that will be used or useful in the Permitted Business of the Issuer or any of
its Restricted Subsidiaries; or

          (3) to the acquisition of a controlling interest in a Person engaged
in a Permitted Business;

                                       53
<PAGE>

     Pending the final application of any Net Proceeds, the Issuer or any
Restricted Subsidiary may temporarily reduce borrowings under a Credit Facility
or otherwise invest such Net Proceeds in any manner that is not prohibited by
this Indenture.

     (c) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of Section 4.06(b) will be deemed to constitute
"Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0
million, the Issuer will:

          (1) make an Asset Sale Offer to all Holders of Securities in
accordance with Section 3.09; and

          (2) prepay, purchase or redeem (or make an offer to do so) any other
Pari Passu Debt of the Issuer in accordance with provisions governing such Debt
requiring the Issuer to prepay, purchase or redeem such Debt with the proceeds
from any Asset Sales (or offer to do so),

     pro rata in proportion to the respective principal amounts of the
Securities and such other Debt required to be prepaid, purchased or redeemed or
tendered for, in the case of the Securities pursuant to such Asset Sale Offer to
purchase the maximum principal amount of Securities that may be purchased out of
such pro rata portion of the Excess Proceeds, at an offer price in cash in an
amount equal to 100% of their principal amount plus accrued and unpaid interest
to the date of purchase subject to the right of holders of record on a record
date to receive interest on the relevant interest payment date in accordance
with the procedures set forth in this Indenture and the Securities.

     (d) To the extent that the aggregate principal amount of Securities and
Pari Passu Debt tendered pursuant to an Asset Sale Offer or other offer is less
than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for
any purpose not otherwise prohibited by this Indenture.  If the aggregate
principal amount of Securities surrendered by Holders thereof exceeds the pro
rata portion of such Excess Proceeds to be used to purchase Securities, the
Trustee shall select the Securities to be purchased on a pro rata basis as
provided in Section 3.09.  Upon completion of such Asset Sale Offer, the amount
of Excess Proceeds shall be reset at zero.  Notwithstanding the foregoing, the
Issuer may commence an Asset Sale Offer prior to the expiration of 360 days
after  the occurrence of an Asset Sale.

     SECTION 4.07.  Transactions with Affiliates .
                    ----------------------------

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

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

                                       54
<PAGE>

          (2) the Issuer delivers to the Trustee:

          (i) with respect to any Affiliate Transaction entered into after the
Closing Date involving aggregate consideration in excess of $5.0 million, a
resolution of the Board of Directors set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (1) of this
Section 4.07(a) and that such Affiliate Transaction has been approved by a
majority of the members of the Board of Directors; and

          (ii) with respect to any Affiliate Transaction involving aggregate
consideration in excess of $25.0 million, an opinion as to the fairness to the
Issuer or such Restricted Subsidiary of such Affiliate Transaction from a
financial point of view issued by an investment banking, appraisal or accounting
firm of national standing.

     (b) Notwithstanding the foregoing, none of the following shall be
prohibited by this Section 4.07 (or be deemed to be an Affiliate Transactions):

          (1) any employment agreements, consulting agreements, non-competition
agreements, stock purchase or option agreements, collective bargaining
agreements, employee benefit plans or arrangements (including vacation plans,
health and life insurance plans, deferred compensation plans, stock loan plans,
directors' and officers' indemnification agreements and retirement, savings or
similar plans), related trust agreements or any similar arrangements, in each
case in respect of employees, officers or directors and entered into in the
ordinary course of business, any payments or other transactions contemplated by
any of the foregoing and any other payments of compensation to employees,
officers, directors or consultants in the ordinary course of business;

          (2) transactions between or among (i) the Issuer and/or its Restricted
Subsidiaries or (ii) the Issuer and/or one or more of its Restricted
Subsidiaries and any joint venture; provided no Affiliate of the Issuer (other
than a Restricted Subsidiary) owns any Capital Stock of any such joint venture;

          (3) Permitted Investments and Restricted Payments that are permitted
by Section 4.04;

          (4) loans or advances to employees (or guarantees of third-party loans
to employees) in the ordinary course of business;

          (5) sales of Receivables to a Receivables Subsidiary or in connection
with any Receivables Facility;

          (6) payments to Investcorp and its Affiliates (whether or not such
Persons are Affiliates of the Issuer) for (i) any financial advisory, financing,
underwriting or placement services or in respect of other investment banking
activities and related expenses, including in connection with acquisitions or
divestitures, which payments are approved by the Board of Directors of the
Issuer in good faith and (ii) annual management, consulting and advisory fees
and related expenses;

                                       55
<PAGE>

          (7) any agreement as in effect on the Closing Date or any amendment
thereto (so long as any such amendment is not disadvantageous to the Holders in
any material respect) or any transaction contemplated thereby;

          (8) transactions with customers, clients, suppliers, or purchasers or
sellers of goods or services, in each case in the ordinary course of business
and otherwise in compliance with the terms of this Indenture which are fair to
the Issuer or its Restricted Subsidiaries, or are on terms at least as favorable
as might reasonably have been obtained at such time from an unaffiliated party,
in each case in the reasonable determination of the Board of Directors of the
Issuer or the senior management thereof;

          (9) Permitted Debt permitted by clause (11) of Section 4.03(b) on
terms that, taken as a whole, are no less favorable to the Issuer or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction with an unrelated Person, or, if there is no comparable
transaction, have been negotiated in good faith by the parties thereto;

          (10) any transaction on arm's length terms with non-affiliates that
become Affiliates as a result of such transaction; and

          (11) the issuance of Equity Interests (other than Disqualified Stock)
of the Issuer.

     SECTION 4.08.  Change of Control.
                    -----------------

     (a) Upon the occurrence of a Change of Control, unless all Securities have
been called for redemption pursuant to Section 3.07, each Holder of Securities
shall have the right to require the Issuer to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Securities pursuant
to a Change of Control Offer made pursuant to Section 3.09 at an offer price in
cash (the "Change of Control Payment") equal to 101% of the aggregate principal
           -------------------------
amount thereof plus accrued and unpaid interest thereon to the date of purchase.

     (b) The Issuer shall not be required to make a Change of Control Offer upon
a Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in Section 3.09 applicable to a Change of Control Offer made by the Issuer and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.

     SECTION 4.09.  Compliance Certificates .  The Issuer shall deliver to the
                    -----------------------
Trustee within 120 days after the end of each fiscal year of the Issuer an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Issuer they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period.  If they do have such knowledge, the certificate
shall describe the Default, its status and what action the Issuer is taking or
proposes to take with respect thereto.  The Issuer also shall comply with
Section 314(a)(4) of the TIA.

     The Issuer shall deliver to the Trustee, as soon as possible and in any
event within five days after any Senior Officer of the Issuer becomes aware of
the occurrence of any Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of

                                       56
<PAGE>

Default, an Officers' Certificate setting forth the details of such Event of
Default or Default and the action which the Issuer proposes to take with respect
thereto.

     SECTION 4.10.  Limitation on Designations of Unrestricted Subsidiaries
                    -------------------------------------------------------

     (a) The Board of Directors may designate (a "Designation") any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of the
Issuer) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital
Stock of, or owns or holds any Lien on any property of, the Issuer or any
Restricted Subsidiary, so long as such Designation would not cause a Default,
provided that:

          (1) any then existing Guarantee by the Issuer or any Restricted
Subsidiary of any Debt of the Subsidiary being so designated shall be deemed an
"incurrence" of such Debt at the time of such Designation; and

          (2) either (i) the Subsidiary to be so designated has total assets of
$1.0 million or less or (ii) if such Subsidiary has assets greater than $1.0
million, the "incurrence" of Debt referred to in clause (1) of this Section
4.10(a) would be permitted under Section 4.03.

     (b) For purposes of making the determination of whether such Designation
would cause a Default, all outstanding Investments by the Issuer and its
Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary
so designated, to the extent they do not constitute Permitted Investments at the
time such Subsidiary became an Unrestricted Subsidiary, will be deemed to be
Restricted Payments made at the time of such Designation and will be included in
determining the amount of Restricted Payments the Issuer has made for the
purposes of clause (b)(iii) of Section 4.04.  The amount of such outstanding
Investments will be equal to the portion of the fair market value of the net
assets of any Subsidiary of the Issuer at the time that such Subsidiary is
designated an Unrestricted Subsidiary that is represented by the interest of the
Issuer and its Restricted Subsidiaries in such Subsidiary, in each case as
determined in good faith by the Board of Directors of the Issuer.  Such
Designation will only be permitted if any such Restricted Payment would be
permitted at such time.

     (c) The Board of Directors may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation"), provided that:

          (1) no Default shall have occurred and be continuing at the time of or
after giving effect to such Revocation; and

          (2) all Liens and Debt of such Unrestricted Subsidiary outstanding
immediately after such Revocation would, if incurred at such time, have been
permitted to be incurred (and shall be deemed to have been incurred) for all
purposes of this Indenture.

     (d) Any such Designation or Revocation by the Board of Directors after the
Closing Date shall be evidenced to the Trustee by promptly filing with the
Trustee a copy of the resolution of the Board of Directors giving effect to such
Designation or Revocation and an Officers' Certificate certifying that such
Designation or Revocation complied with the foregoing provisions.

                                       57
<PAGE>

     SECTION 4.11.  Liens.
                    -----

     The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Debt (other than Permitted Liens)
upon any of their property or assets, now owned or hereafter acquired, unless
all payments due under this Indenture and the Securities are secured on an equal
and ratable basis with the obligations so secured until such time as such
obligations are no longer secured by a Lien; provided that:

          (1) if such other Debt constitutes Subordinated Debt or is otherwise
subordinate or junior in right of payment to the Obligations under this
Indenture, the Securities or the relevant Security Guarantee, as the case may
be, such Lien is expressly made prior and senior in priority to the Lien
securing such other Debt; or

          (2) in any other case, such Lien ranks equally and ratably with the
Lien securing the other Debt or obligations so secured.

     SECTION 4.12.  Additional Security Guarantees .
                    ------------------------------

     All current and future Subsidiaries of the Issuer that are guarantors under
the Existing Credit Facilities, other than Foreign Subsidiaries, Receivables
Subsidiaries and Subsidiaries that have been properly designated as Unrestricted
Subsidiaries in accordance with this Indenture for so long as they continue to
constitute Unrestricted Subsidiaries, will be Guarantors in accordance with the
terms of this Indenture.  Notwithstanding the foregoing, if any Foreign
Subsidiary that is a Restricted Subsidiary shall Guarantee any Debt of the
Issuer or any Domestic Subsidiary while the Securities are outstanding, then
such Foreign Subsidiary shall become a Guarantor under this Indenture and will
execute a Security Guarantee in accordance with the provisions of this
Indenture.

     SECTION 4.13.  Business Activities .  The Issuer shall not, and shall not
                    -------------------
permit any Restricted Subsidiary to, engage in any business other than Permitted
Businesses, except to such extent as is not material to the Issuer and its
Restricted Subsidiaries taken as a whole.

     SECTION 4.14.  No Senior Subordinated Debt .  No Guarantor shall incur any
                    ---------------------------
Debt that is expressly subordinate in right of payment to any Senior Debt of
such Guarantor and senior in any respect in right of payment to the Securities.

     SECTION 4.15.  Sale and Leaseback Transactions.
                    -------------------------------

     (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Issuer may enter into a sale and leaseback transaction if:


          (1) the lease is for a period, including renewal rights, of not in
excess of five years;

                                       58
<PAGE>

          (2) the transaction is solely between the Issuer and any Restricted
Subsidiary or solely between Restricted Subsidiaries; or

          (3) the Issuer or such Restricted Subsidiary, within 12 months after
the sale or transfer of any assets or properties is completed, applies an amount
not less than the Net Proceeds received from such sale in accordance with
Section 4.07.

     (b) The foregoing shall not prohibit the Issuer or any of its Restricted
Subsidiaries from entering into Permitted Tower Sale and Leaseback Transactions.

                                   ARTICLE V


                                SUCCESSOR ISSUER
                                ----------------

     SECTION 5.01.  Merger, Consolidation or Sale of All or Substantially All
                    ---------------------------------------------------------
Assets of the Issuer.
--------------------

     (a) The Issuer shall not consolidate or merge with or into (whether or not
the Issuer is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another Person unless:

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

          (2) the Person formed by or surviving any such consolidation or merger
(if other than the Issuer) or the Person to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made assumes
all the obligations of the Issuer under the Securities, this Indenture and any
Registration Rights Agreement pursuant to a supplemental indenture in a form
reasonably satisfactory to the Trustee;

          (3) immediately after such transaction no Default exists; and

          (4) the Issuer or the Person formed by or surviving any such
consolidation or merger (if other than the Issuer), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made will, at the time of such transaction and after giving pro forma effect
thereto as if such transaction had occurred at the beginning of the applicable
period, either:  (a) be permitted to incur at least $1.00 of additional Debt
pursuant to clause (i) or (ii) of Section 4.03(a); or (b) in the case of such
transaction with another Sprint PCS Affiliate or with Sprint PCS occurring prior
to December 31, 2005 only, (i) the Consolidated Debt to Annualized Operating
Cash Flow Ratio would decrease as compared to the Consolidated Debt to
Annualized Operating Cash Flow Ratio immediately prior to such transaction or
(ii) the ratio of Consolidated Debt to Total Invested Capital would decrease as
compared to the ratio of Consolidated Debt to Total Invested Capital immediately
prior to such transaction.

                                       59
<PAGE>

     (b) Notwithstanding the foregoing clauses (3) and (4) of Section 5.01(a):

          (1) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Issuer;

          (2) the Issuer may merge or consolidate with an Affiliate incorporated
solely for the purpose of reincorporating the Issuer in another jurisdiction;
and

          (3) the Issuer may merge or consolidate with a shell corporation that,
prior to such merger, (i) does not have any Debt and has no significant assets
other than cash and (ii) is formed solely for the purpose of facilitating the
formation of a Holding Company.

     (c) In connection with any consolidation, merger, sale, assignment,
transfer, lease, conveyance or disposition contemplated by the foregoing
provisions, the Issuer shall deliver or cause to be delivered, to the Trustee,
in form and substance reasonably satisfactory to the Trustee, an Officers'
Certificate stating that such consolidation, merger, sale, assignment, transfer,
lease, conveyance or disposition and the supplemental indenture in respect
thereof required under clause (a)(2) comply with the requirements of this
Indenture and an opinion of counsel to such effect. Each such Officers'
Certificate shall set forth the manner of determination of the Issuer's
compliance with clause (a)(4) above

     (d) Upon any consolidation or merger in which the Issuer is not the
continuing corporation, or any transfer of all or substantially all of the
assets of the Issuer in each case in accordance with this Section 5.01, the
surviving corporation or the Person formed by or surviving any such
consolidation or merger shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under the Securities, this
Indenture and any Registration Rights Agreement with the same effect as if such
surviving corporation or the Person formed by or surviving any such merger or
consolidation had been named as such.

  SECTION 5.02.  Merger, Consolidation or Sale of All or Substantially All
                 ---------------------------------------------------------
Assets of a Guarantor.
---------------------

     (a) No Guarantor shall consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person) another Person (other than the
Issuer or another Guarantor) unless:

          (1) subject to the provisions of Section 5.02(b), the Person formed by
or surviving any such consolidation or merger (if other than such Guarantor)
assumes all the obligations of such Guarantor pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee, under
the Securities, this Indenture and any Registration Rights Agreement; and

          (2) immediately after giving effect to such transaction, no Default
exists.

     (b) Notwithstanding Section 5.02(a):

          (1) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to any Guarantor; and

                                       60
<PAGE>

          (2) any Guarantor may merge with an Affiliate incorporated solely for
the purpose of reincorporating such Guarantor in another jurisdiction.

     (c) In the event (i) of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the Capital Stock of any Guarantor then held by the Issuer
and its Restricted Subsidiaries, or (ii) the sale or other disposition of
Capital Stock of any Guarantor if as a result of such disposition, such Person
ceases to be a Subsidiary of the Issuer, then such Guarantor will be released
and relieved of any obligations under this Indenture and its Security Guarantee;
provided that such portion of the Net Proceeds as is applied on or before the
date of such release is applied in accordance with Section 4.06.  In addition,
any Guarantor (i) that is designated as an Unrestricted Subsidiary in accordance
with the provisions of this Indenture or (ii) that is released from its
Guarantee of the obligations of the Issuer under the Existing Credit Facilities,
will be released from its Security Guarantee upon effectiveness of such
designation or release

     (d) Upon any consolidation or merger in which a Guarantor is not the
continuing corporation in accordance with the foregoing, the surviving
corporation or the Person formed by or surviving any such consolidation or
merger (if other than such Guarantor) shall succeed to, and be substituted for,
and may exercise every right and power of, such Guarantor under its Guarantee,
this Indenture and any Registration Rights Agreement with the same effect as if
such surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than such Guarantor) had been named as such.

                                   ARTICLE VI



                             DEFAULTS AND REMEDIES
                             ---------------------

     SECTION 6.01.  Events of Default and Remedies.
                    ------------------------------

     (a) Each of the following constitutes an "Event of Default" under this
Indenture:

          (1) prior to January 15, 2004, default in the payment when due and
following January 15, 2004 a default for 30 days in the payment when due, of
interest on, or Liquidated Damages with respect to, the Securities (whether or
not prohibited by Article XII);

          (2) default in payment when due of the principal of or premium, if
any, on the Securities (whether or not prohibited by Article XII), including any
failure by the Issuer to make a payment to purchase securities tendered pursuant
to a Change of Control Offer or an Asset Sale Offer;

          (3) failure by the Issuer for 60 days after receipt of notice
specifying such failure to comply with any of its other agreements in this
Indenture or the Securities;

          (4) the failure by the Issuer or any Restricted Subsidiary that is a
Significant Subsidiary to pay any Debt within any applicable grace period after
final maturity or acceleration by the holders thereof because of a default if
the total amount of such Debt unpaid or accelerated at the time exceeds $7.5
million;

                                       61
<PAGE>

          (5) any judgment or decree for the payment of money in excess of $7.5
million (net of any insurance or indemnity payments actually received in respect
thereof prior to or within 90 days from the entry thereof, or to be received in
respect thereof in the event any appeal thereof shall be unsuccessful) is
entered against the Issuer or any Significant Subsidiary that is a Restricted
Subsidiary and is not discharged, waived or stayed and either (A) an enforcement
proceeding has been commenced by any creditor upon such judgment or decree or
(B) there is a period of 90 days following the entry of such judgment or decree
during which such judgment or decree is not discharged, waived or the execution
thereof stayed;

          (6) except as permitted by this Indenture, any Security Guarantee by a
Guarantor that is a Significant Subsidiary shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, shall deny or disaffirm its obligations under its Security Guarantee;

          (7) the Issuer or any Restricted Subsidiary that is a Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

               (A)  commences a voluntary case;

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

               (C) consents to the appointment of a Custodian of it or for any
substantial part of its property;

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

     or takes any comparable action under any foreign laws relating to
            insolvency;

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

               (A) is for relief against the Issuer or any Restricted Subsidiary
that is a Significant Subsidiary in an involuntary case;

               (B) appoints a Custodian of the Issuer or any Restricted
Subsidiary that is a Significant Subsidiary or for any substantial part of its
property; or

               (C) orders the winding up or liquidation of the Issuer or any
Restricted Subsidiary that is a Significant Subsidiary;

     or any similar relief is granted under any foreign laws and the order or
decree relating thereto remains unstayed and in effect for 60 days; or

          (9) (a) if no Credit Facility is in existence, any event occurs that
results in an Event of Termination under any of the Sprint Agreements, which
Event of Termination has not been waived, or (b) if any Credit Facility is in
existence, Sprint shall have commenced to

                                       62
<PAGE>

exercise any remedy under the Sprint Agreements (other than pursuant to Section
11.6.3 of the Management Agreement) by reason of the occurrence of an Event of
Termination.

     (b) The foregoing shall constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effect 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.

     (c) The term "Bankruptcy Law" means Title 11, United States Code, or any
                   --------------                  ------------------
similar federal or state law for the relief of debtors.  For purposes of this
Section, the term "Custodian" means any receiver, trustee, assignee, liquidator,
                   ---------
custodian or similar official under any Bankruptcy Law.

     (d) A Default under clause (3) of Section 6.01(a) is not an Event of
Default until the Trustee or the Holders of at least 25% in aggregate principal
amount of the outstanding Securities notify the Issuer in writing by registered
or certified mail, return receipt requested, of the Default and the Issuer does
not cure such Default within the time specified in clause (4) of Section 6.01(a)
after receipt of such notice.  Such notice must specify the Default, demand that
it be remedied and state that such notice is a "Notice of Default."
                                                -----------------

     SECTION 6.02.  Acceleration.
                    ------------

     (a) If an Event of Default (other than an Event of Default specified in
Section 6.01(a)(7) or (8) with respect to the Issuer) occurs and is continuing,
the Trustee by notice to the Issuer in writing, or the Holders of at least 25%
in aggregate principal amount of the outstanding Securities by notice in writing
to the Issuer, may declare the principal of and accrued but unpaid interest on
all the Securities to be due and payable.  Upon such a declaration, such
principal and interest shall be due and payable immediately.  Notwithstanding
the foregoing, if an Event of Default specified in Section 6.01(a)(7) or (8)
occurs, the principal of and interest on all the Securities shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Securityholders.

     (b) At any time after a declaration of acceleration with respect to the
Securities as described in Section 6.02(a), the Holders of a majority in
aggregate principal amount of the Securities may rescind and cancel such
declaration and its consequences:  (i) if the rescission would not conflict with
any judgment or decree; (ii) if all existing Events of Default have been cured
or waived except nonpayment of principal or interest that has become due solely
because of the acceleration; (iii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has
been paid; and (iv) if the Issuer has paid the Trustee its reasonable
compensation and reimbursed the Trustee for its expenses, disbursements and
advances.  No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

     SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is
                    --------------
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

                                       63
<PAGE>

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  No remedy is
exclusive of any other remedy.  All available remedies are cumulative (to the
extent permitted by law).

     SECTION 6.04.  Waiver of Past Defaults .  The Holders of a majority in
                    -----------------------
aggregate principal amount of the Securities then outstanding by written notice
to the Trustee may on behalf of the Holders of all of the Securities waive any
existing Default and its consequences under this Indenture except a continuing
Event of Default in the payment of interest on, or the principal of or premium
on, the Securities.  When a Default is waived, it is deemed cured and ceases to
exist and any Event of Default arising therefrom shall be deemed to have been
cured and waived for every purpose under this Indenture, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right.

     SECTION 6.05.  Control by Majority .  The Holders of a majority in
                    -------------------
aggregate principal amount of the Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee by this Indenture.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or, subject to Section 7.01, that the Trustee determines is
unduly prejudicial to the rights of other Securityholders or would involve the
Trustee in personal liability; provided, however, that the Trustee may take any
                               --------  -------
other action deemed proper by the Trustee that is not inconsistent with such
direction.  Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

     SECTION 6.06.  Limitation on Suits .  Except to enforce the right to
                    -------------------
receive payment of principal, premium, if any, or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture, the
Securities or the Security Guarantees unless:

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

          (2) Holders of at least 25% in aggregate principal amount of the
outstanding Securities have made a written request to the Trustee to pursue the
remedy;

          (3) such Holders have offered the Trustee security or indemnity
reasonably satisfactory to it against any loss, liability or expense;

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

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

                                       64
<PAGE>

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

     SECTION 6.07.  Rights of Holders to Receive Payment .  Notwithstanding any
                    ------------------------------------
other provision of this Indenture, the right of any Holder to receive payment of
principal of and interest on the Securities held by such Holder, on or after the
respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

     SECTION 6.08.  Collection Suit by Trustee .  If an Event of Default
                    --------------------------
specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Issuer for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.

     SECTION 6.09.  Trustee May File Proofs of Claim .  The Trustee may file
                    --------------------------------
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Issuer, any Subsidiary or
any Guarantor, their creditors or their property and, unless prohibited by law
or applicable regulations, may vote on behalf of the Holders in any election of
a trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make 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 its counsel, and any other amounts due
the Trustee under Section 7.07.

     SECTION 6.10.  Priorities.  If the Trustee collects any money or property
                    ----------
pursuant to this Article VI, it shall pay out the money or property in the
following order:

             FIRST:  to the Trustee for amounts due under Section 7.07;

             SECOND:  to the holders of Senior Debt to the extent required by
     Article XII;

             THIRD:  to Securityholders for amounts due and unpaid on the
     Securities for principal and interest, ratably, without preference or
     priority of any kind, according to the amounts due and payable on the
     Securities for principal and interest, respectively; and

             FOURTH:  to the Issuer.

     The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section.  At least 15 days before such record
date, the Trustee shall mail to each Securityholder and the Issuer a notice that
states the record date, the payment date and amount to be paid.

                                       65
<PAGE>

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

     SECTION 6.12.  Waiver of Stay or Extension Laws.  Neither the Issuer nor
                    --------------------------------
any Guarantor (to the extent they may lawfully do so) shall 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 Issuer and each Guarantor (to the extent that they may
lawfully do so) hereby expressly waive all benefit or advantage of any such law,
and shall not hinder, delay or impede the execution of any power herein granted
to the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.

                                  ARTICLE VII


                                    TRUSTEE
                                    -------

     SECTION 7.01.  Duties of Trustee.
                    -----------------

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

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

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

          (2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture.  However, in the
case of any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.

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

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

                                       66
<PAGE>

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

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

     (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

     (e) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Issuer.

     (f) Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

     (g) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur 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 to believe that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

     (h) 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 and to the provisions of the TIA.

     SECTION 7.02.  Rights of Trustee.  Subject to Section 7.01:
                    -----------------

     (a) The Trustee may conclusively rely, and shall be protected in acting or
refraining from acting, upon any document believed by it to be genuine and to
have been signed or presented by the proper person.  The Trustee need not
investigate any fact or matter stated in any such document.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel.

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

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute
        --------  -------
willful misconduct or negligence.

     (e) The Trustee may consult with counsel of its selection, and the advice
or opinion of such counsel with respect to legal matters relating to this
Indenture and the Securities shall be full and complete authorization and
protection from liability in respect to any action taken,

                                       67
<PAGE>

omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

     (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, consent, order, approval, bond, debenture,
note or other paper or document unless requested in writing to do so by the
Holders of not less than a majority in principal amount of the Securities at the
time 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 Issuer,
personally or by agent or attorney at the sole cost of the Issuer and shall
incur no liability or additional liability of any kind by reason of such inquiry
or investigation.

     (g) The Trustee shall not be required to give any note, bond or surety in
respect of the execution of the trusts and powers under this Indenture.

     (h) The permissive rights of the Trustee to take any action enumerated in
this Indenture shall not be construed as a duty to take such action.

     (i) The rights, privileges, protections, immunities and benefits given to
the Trustee, including its right to be indemnified, are extended to, and shall
be enforceable by, the Trustee in each of its capacities hereunder, and to each
agent, custodian and other Person employed to act hereunder.

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

     SECTION 7.03.  Individual Rights of Trustee.  The Trustee in its individual
                    ----------------------------
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Issuer or its Affiliates with the same rights it would
have if it were not Trustee.  Any Paying Agent, Registrar, co-registrar or co-
paying agent may do the same with like rights.  However, the Trustee must comply
with Sections 7.10 and 7.11.

     SECTION 7.04.  Trustee's Disclaimer.  The Trustee shall not be responsible
                    --------------------
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities, it shall not be accountable for the Issuer's use of the
proceeds from the Securities, and it shall not be responsible for any statement
of the Issuer in this Indenture or in any document issued in connection with the
sale of the Securities or in the Securities other than the Trustee's certificate
of authentication.

     SECTION 7.05.  Notice of Defaults.   If a Default occurs and is continuing
                    ------------------
and is known to the Trustee, the Trustee shall mail to each Holder notice of the
Default within the earlier of 90 days after it occurs or 30 days after it is
known to a Trust Officer or written notice of it is received by the Trustee.
Except in the case of a Default in the payment of principal of, premium, if any,
or interest on any Security, the Trustee may withhold notice if and so long as a
committee

                                       68
<PAGE>

of its Trust Officers in good faith determines that withholding notice is in the
interests of Securityholders. If a Default occurs and is continuing and a Senior
Officer of the Issuer has actual knowledge of such Default, the Issuer shall
deliver to the Trustee written notice of such Default, which notice shall
include the status of such Default and any action being taken or proposed to be
taken by the Issuer with respect thereto. Notwithstanding anything to the
contrary expressed in this Indenture, the Trustee shall not be deemed to have
knowledge of any Default hereunder, except in the case of an Event of Default
under Section 6.01(a)(1) or (2) (provided that the Trustee is Paying Agent),
                                 --------
unless and until a Trust Officer receives written notice thereof at its
Corporate Trust Office, from the Issuer or a Holder that such Default has
occurred.

     SECTION 7.06.  Reports by Trustee to Holders.  The Trustee shall transmit
                    -----------------------------
to the Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the TIA at the times and in the manner
provided pursuant thereto.  To the extent that any such report is required by
the TIA with respect to any 12-month period, such report shall cover the 12-
month period ending May 15 and shall be transmitted by the next succeeding July
15.

     A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each stock exchange (if any) on which the Securities
are listed.  The Issuer agrees to notify promptly the Trustee whenever the
Securities become listed on any stock exchange and of any delisting thereof.

     SECTION 7.07.  Compensation and Indemnity.  The Issuer shall pay to the
                    --------------------------
Trustee from time to time such compensation as is agreed to in writing by the
Trustee and Issuer for the Trustee's services hereunder.  The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Issuer shall reimburse the Trustee upon request for all
reasonable out-of-pocket disbursements, advances and expenses incurred or made
by it, including costs of collection, in addition to the compensation for its
services.  Such expenses shall include the reasonable compensation and expenses
of the Trustee's counsel, accountants and experts.  The Issuer and each
Guarantor, jointly but not severally, shall indemnify the Trustee and its
officers, directors, shareholders, agents and employees (each, an "Indemnified
                                                                   -----------
Party") for and hold each Indemnified Party harmless against any and all loss,
-----
damage, claims, liability or expense (including reasonable attorneys' fees and
expenses) including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by them without negligence or
bad faith on their part arising out of or in connection with the acceptance or
administration of this Indenture or the Securities and the performance of their
duties hereunder, including the cost and expense of enforcing this Indenture
against the Issuer (including this Section 7.07), and defending itself against
any claim (whether asserted by a Holder or any other person).  The Trustee, in
its capacity as Paying Agent, Registrar, Custodian and agent for service of
notice and demands, and the Trustee's officers, directors, shareholders, agents
and employees, when acting in such other capacity, shall have the full benefit
of the foregoing indemnity as well as all other benefits, rights and privileges
accorded to the Trustee in this Indenture when acting in such other capacity.
The Trustee shall notify the Issuer of any claim for which it may seek indemnity
promptly upon obtaining actual knowledge thereof; provided that any failure so
                                                  --------
to notify the Issuer shall not relieve the Issuer or any Guarantor of its
indemnity obligations hereunder.  The Issuer shall defend the claim and the

                                       69
<PAGE>

Indemnified Party shall provide reasonable cooperation at the Issuer's expense
in the defense.  Such Indemnified Parties may have separate counsel and the
Issuer shall pay the fees and expenses of such counsel; provided that the Issuer
                                                        --------
shall not be required to pay such fees and expenses if it assumes such
Indemnified Parties' defense and, in such Indemnified Parties' reasonable
judgment, there is no conflict of interest between the Issuer and such parties
in connection with such defense.  The Issuer need not reimburse any expense or
indemnify against any loss, liability or expense incurred by an Indemnified
Party through such party's own willful misconduct, negligence or bad faith.  The
Issuer need not pay any settlement made without its consent (which consent shall
not be unreasonably withheld).

     The Trustee's right to receive payment of any amounts due under this
Indenture shall not be subordinated to any other Debt of the Issuer and the
Securities shall be subordinate to the Trustee's rights to receive such payment.

     The Issuer's payment obligations pursuant to this Section shall survive the
satisfaction or discharge of this Indenture, any rejection or termination of
this Indenture under any Bankruptcy Law or the resignation or removal of the
Trustee.  When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(a)(8) or (9) with respect to the Issuer, the expenses
are intended to constitute expenses of administration under the Bankruptcy Law.

     SECTION 7.08.  Replacement of Trustee.  The Trustee may resign at any time
                    ----------------------
by so notifying the Issuer in writing.  The Holders of a majority in principal
amount of the Securities may remove the Trustee by so notifying the Trustee and
the Issuer in writing and may appoint a successor Trustee.  The Issuer shall
remove the Trustee if:

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

          (2) the Trustee is adjudged bankrupt or insolvent;

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

          (4) the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns, is removed by the Issuer or by the Holders of a
majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the "retiring Trustee"), the Issuer shall promptly appoint a successor
               ----------------
Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Issuer.  Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture.  The
successor Trustee shall mail a notice of its succession to Securityholders.  The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07.

                                       70
<PAGE>

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

     If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     Notwithstanding the replacement of the Trustee pursuant to this Section,
the Issuer's and Guarantors' obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

     SECTION 7.09.  Successor Trustee by Merger, Etc.  If the Trustee
                    --------------------------------
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee, provided, that such Person shall be
                                            --------
qualified and eligible under this Article VII.

     In case at the time such successor or successors by consolidation, merger,
conversion or transfer shall succeed to the trusts created by this Indenture,
any of the Securities shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Securities so authenticated; and in case
at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
                                       --------
Trustee shall have.

     SECTION 7.10.  Eligibility; Disqualification.  The Trustee shall at all
                    -----------------------------
times satisfy the requirements of TIA (S) 310(a).  The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition.  The Trustee shall comply with TIA
(S) 310(b); provided, however, that there shall be excluded from the operation
            --------  -------
of TIA (S) 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA (S)
310(b)(1) are met.

     SECTION 7.11.  Preferential Collection of Claims Against Issuer.  The
                    ------------------------------------------------
Trustee shall comply with TIA (S) 311(a), excluding any creditor relationship
listed in TIA (S) 311(b).  A Trustee who has resigned or been removed shall be
subject to TIA (S) 311(a) to the extent indicated therein.

                                       71
<PAGE>

                                  ARTICLE VIII


                       DISCHARGE OF INDENTURE; DEFEASANCE
                       ----------------------------------

     SECTION 8.01.  Legal Defeasance and Covenant Defeasance.
                    ----------------------------------------

     (a) The Issuer may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.01(b) or 8.01(c) be applied to all outstanding Securities upon
compliance with the conditions set forth below in this Article VIII.

     (b) Upon the Issuer's exercise under Section 8.01(a) of the option
applicable to this Section 8.01(b), the Issuer and each Guarantor shall, subject
to the satisfaction of the conditions set forth in Section 8.02, be deemed to
have been discharged from their obligations with respect to all outstanding
Securities and any Security Guarantee on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance").  For this purpose, Legal
                             ----------------
Defeasance means that the Issuer and each Guarantor shall be deemed to have paid
and discharged the entire Debt represented by the outstanding Securities and any
Security Guarantee, which Securities and Security Guarantees shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.04 and the other
Sections of this Indenture referred to in (i) and (ii) below, and to have
satisfied all their other obligations under such Securities, this Indenture and
any Registration Rights Agreement (and the Trustee, on demand of and at the
expense of the Issuer, shall execute proper instruments acknowledging the same),
except for the following provisions which shall survive until otherwise
terminated or discharged hereunder:  (i) the rights of Holders of outstanding
Securities to receive solely from the trust fund described in Article VIII, as
more fully set forth in such Article, payments in respect of the principal of,
premium, if any, and interest on such Securities when such payments are due,
(ii) the Issuer's obligations with respect to the Securities under Sections
2.03, 2.04, 2.05, 2.06, 2.07, 2.09, 7.07 and 7.08, which shall survive until the
Securities have been paid in full (thereafter, the Issuer's obligations in
Section 7.07 shall survive), and (iii) this Article VIII.  Subject to compliance
with this Article VIII, the Issuer may exercise its Legal Defeasance option
notwithstanding the prior exercise of its Covenant Defeasance option.

     (c) Upon the Issuer's exercise under Section 8.01(a) of the option
applicable to this Section 8.01(c), the Issuer and each Guarantor shall, subject
to the satisfaction of the conditions set forth in Section 8.02, be released
from their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and 5.01(a)(4) with respect to the
outstanding Securities on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Securities shall
                         -------------------
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration of act of Holders (and the consequences of any
thereof) in connection with such Sections, but shall continue to be deemed
"outstanding" for all the other purposes hereunder (it being understood that
such Securities and the related Security Guarantees shall not be deemed
outstanding for accounting purposes).  For this purpose, Covenant Defeasance
means that, with respect of any term, condition or limitation set forth in any
such Section, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document and such omission
to comply

                                       72
<PAGE>

shall not constitute a Default, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby. In addition,
upon the Issuer's exercise of its Covenant Defeasance option, subject to the
satisfaction of the conditions set forth in Section 8.02, Sections 6.01(a)(3)
(with respect to compliance with Sections 4.02, 4.05, 4.07, 4.09, 4.10, 4.11,
4.12, 4.13, 4.14 and 4.15) , 6.01(a)(4), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7) and
6.01(a)(8) (with respect to Subsidiaries of the Issuer only), or Section
6.01(a)(9) (with respect to Subsidiaries of the Issuer only) shall not
constitute Events of Default.

     SECTION 8.02.  Conditions to Legal or Covenant Defeasance.  In order to
                    ------------------------------------------
exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Issuer must irrevocably deposit with the Trustee (or another
qualifying trustee, collectively for purposes of this Section 8.02 and Section
8.04, the "Trustee"), in trust, for the benefit of the Holders, cash in United
           -------
States dollars, Government Notes, or a combination thereof, in such amounts as
will be sufficient (without reinvestment), in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of,
premium, if any, and interest on the outstanding Securities on the Stated
Maturity or on the applicable redemption date, as the case may be, and the
Issuer must specify whether the Securities are being defeased to maturity or to
a particular redemption date;

     (b) in the case of Legal Defeasance, the Issuer shall have delivered to the
Trustee an Opinion of Counsel in the United States reasonably acceptable to the
Trustee confirming that (A) the Issuer has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the Closing
Date, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, subject to customary assumptions and exclusions, the Holders of
the outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;

     (c) in the case of Covenant Defeasance, the Issuer shall have delivered to
the Trustee an Opinion of Counsel in the United States, reasonably acceptable to
the Trustee confirming that, subject to customary assumptions and exclusions,
the Holders of the outstanding Securities will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

     (d) no Default shall have occurred and be continuing on the date of such
deposit (other than a Default resulting from the borrowing of funds to be
applied to such deposit and the grant of any Lien securing such borrowing);

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Issuer or any of its
Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is
bound;

                                       73
<PAGE>

     (f) the Issuer shall have delivered to the Trustee an Opinion of Counsel,
subject to customary assumptions and exclusions, to the effect that after the
91st day following the deposit pursuant to Section 8.02(a), the trust funds will
not be part of any "estate" formed by the bankruptcy or reorganization of the
Issuer or subject to the "automatic stay" under the Bankruptcy Law, or in the
case of a Covenant Defeasance, will be subject to a first priority Lien in favor
of the Trustee for the benefit of the Holders;

     (g) the Issuer shall have delivered to the Trustee an Officers' Certificate
stating that the deposit was not made by the Issuer with the intent of
preferring the Holders over any other creditors of the Issuer or the Guarantors,
as applicable, or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Issuer or the Guarantors, as applicable,
or others; and

     (h) the Issuer shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel (which Opinion of Counsel may be subject to customary
assumptions and exclusions), each stating that all conditions precedent relating
to the Legal Defeasance or the Covenant Defeasance have been complied with.

     SECTION 8.03.  Satisfaction and Discharge of Indenture .  Upon the request
                    ---------------------------------------
of the Issuer, this Indenture will cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of the Securities, as
expressly provided for herein or pursuant hereto), the Issuer and the Guarantors
will be discharged from their obligations under the Securities and the Security
Guarantees, and the Trustee, at the expense of the Issuer, will execute proper
instruments acknowledging satisfaction and discharge of this Indenture, the
Security Guarantees, any Registration Rights Agreement and the Securities when:

     (a) either (i) all the Securities theretofore authenticated and delivered
(other than mutilated, destroyed, lost or stolen Securities that have been
replaced or paid and Securities that have been subject to defeasance under this
Article VIII) have been delivered to the Trustee for cancellation or (ii) all
Securities not theretofore delivered to the Trustee for cancellation (A) have
become due and payable, (B) will become due and payable at maturity within one
year or (C) 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 Issuer, and the Issuer, in the
case of (A), (B) or (C) above, has irrevocably deposited or caused to be
deposited with the Trustee funds in trust for such purpose in an amount
sufficient to pay and discharge the entire Debt on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any, on) and interest on the Securities to the date of such deposit
(in the case of Securities that have become due and payable) or to the Stated
Maturity or redemption date, as the case may be and any Liquidated Damages
thereon;

     (b) the Issuer has paid or caused to be paid all sums payable under this
Indenture by the Issuer; and

     (c) the Issuer has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel (which Opinion of Counsel may be subject to customary
assumptions and exclusions), each stating that all conditions precedent provided
in this Indenture relating to the satisfaction

                                       74
<PAGE>

and discharge of this Indenture, the Security Guarantees, the security
agreements relating thereto and the Securities have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee under Section 7.07 and, if money shall
have been deposited with the Trustee pursuant to clause (a)(ii) of this Section,
the obligations of the Trustee and the Paying Agent under Section 8.04 and
Section 2.04 shall survive.

     SECTION 8.04.  Deposited Money and Government Securities to be Held in
                    -------------------------------------------------------
Trust; Other Miscellaneous Provisions.  Subject to Section 8.05, all money and
-------------------------------------
Government Notes (including the proceeds thereof) deposited with the Trustee
pursuant to Section 8.02 or 8.03 in respect of the outstanding 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 Issuer acting as 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, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

     Anything in this Article VIII to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuer from time to time upon the request of the
Issuer any money or Government Notes held by it as provided in Section 8.02 or
8.03 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.02(a)), are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

     SECTION 8.05.  Repayment to Issuer.  Any money deposited with the Trustee
                    -------------------
or any Paying Agent, or then held by the Issuer, in trust for the payment of the
principal of, premium or interest on any Security and remaining unclaimed for
two years after such principal, premium or interest has become due and payable
shall be paid to the Issuer on its request or (if then held by the Issuer) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Issuer for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Issuer 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 Issuer, cause to
be published once, in the New York Times (national edition) and the Wall Street
Journal (national edition), 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 notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Issuer.

     SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to
                    -------------
apply any United States dollars or Government Notes in accordance with this
Article VIII by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Issuer's obligations under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article VIII until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with this Article VIII; provided, however,
                                                           --------  -------
that, if the Issuer or any Guarantor makes

                                       75
<PAGE>

any payment of principal of, premium or interest on any Security following the
reinstatement of its obligations, the Issuer or any Guarantor, as the case may
be, shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX


                                   AMENDMENTS
                                   ----------

     SECTION 9.01.  Without Consent of Holders.  The Issuer, the Guarantors and
                    --------------------------
the Trustee may amend or supplement this Indenture, the Securities or the
Security Guarantees without notice to or consent of any Securityholder:

          (1) to cure any ambiguity, defect or inconsistency;

          (2) to provide for uncertificated Securities in addition to or in
place of certificated Securities (provided that the uncertificated Securities
                                  --------
are issued in registered form for purposes of Section 163(f) of the Code, or in
a manner such that the uncertificated Securities are described in Section
163(f)(2)(B) of the Code);

          (3) to provide for the assumption of the Issuer's or any Guarantor's
obligations to Holders of Securities in the case of a merger, consolidation or
sale of assets;

          (4) to release any Security Guarantee in accordance with Section
11.02(b);

          (5) to provide for additional Guarantors;

          (6) to make any change that would provide any additional rights or
benefits to the Holders of Securities or that, as determined by the Board of
Directors of the Issuer in good faith, does not materially adversely affect the
legal rights of any such Holder under this Indenture, the Securities or the
Security Guarantees;

          (7) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA; or

          (8) to make any change to Article II, Section 4.01 or the Exhibits
hereto that applies only to Additional Securities (other than a change relating
to other provisions of this Indenture incorporated or referenced in Article II,
Section 4.01 or any such Exhibit).

     After an amendment under this Section becomes effective, the Issuer shall
mail to Securityholders a notice briefly describing such amendment.  The failure
to give such notice to all Securityholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

     SECTION 9.02.  With Consent of Holders.  The Issuer, the Guarantors and the
                    -----------------------
Trustee may amend or supplement this Indenture, the Securities or the Security
Guarantees without notice to any Securityholder but with the written consent of
the Holders of at least a majority in principal amount of the Securities then
outstanding (including consents obtained in connection

                                       76
<PAGE>

with a purchase of, or tender offer or exchange offer for, Securities), and any
existing default or compliance with any provisions of this Indenture, the
Securities and the Security Guarantees may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Securities
(including consents obtained in connection with a purchase of or tender offer or
exchange offer for Securities). Notwithstanding the foregoing, without the
consent of each Securityholder affected, an amendment or waiver may not (with
respect to any Securities held by a non-consenting Holder):

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

          (2) reduce the principal of, change the fixed maturity of any
Security, reduce any premium payable upon optional redemption of any Security or
otherwise alter the provisions with respect to the redemption or repurchase of
any Security (other than the provisions of Sections 4.06(a) or (b) or 4.08(b));

          (3) reduce the rate of or change the time for payment of interest on
any Security;

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

          (5) make any Security payable in money other than that stated in the
Securities;

          (6) impair the rights of holders of Securities to receive payments of
principal of or premium, if any, or interest or Liquidated Damages on the
Securities; or

          (7) make any change in this Section 9.02.

     It shall not be necessary for the consent of the Holders under this Section
9.02 to approve the particular form of any proposed amendment or waiver, but it
shall be sufficient if such consent approves the substance thereof.

     An amendment or waiver under this Section may not make any change that
adversely affects the rights under Article XII of any holder of Senior Debt then
outstanding unless the holders of such Senior Debt (or any group or
representative thereof authorized to give a consent) consent to such change.

     After an amendment under this Section becomes effective, the Issuer shall
mail to Securityholders a notice briefly describing such amendment.  The failure
to give such notice to all Securityholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

     SECTION 9.03.  Compliance with Trust Indenture Act.  Every amendment to
                    -----------------------------------
this Indenture or the Securities shall comply with the TIA as then in effect.

                                       77
<PAGE>

     SECTION 9.04.  Revocation and Effect of Consents and Waivers.  A consent to
                    ---------------------------------------------
an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent or waiver is not made on the Security.  However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Security
or portion of the Security if the Trustee receives written notice of revocation
before the date the amendment or waiver becomes effective.  After an amendment
or waiver becomes effective, it shall bind every Securityholder.  Except if
otherwise specified in such amendment or waiver, an amendment or waiver becomes
effective once the requisite number of consents are received by the Issuer or
the Trustee.

     The Issuer may, but shall not be obligated to, fix a record date for the
purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date.

     SECTION 9.05.  Notation on or Exchange of Securities.  If an amendment
                    -------------------------------------
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee.  The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder.  Alternatively, if the Issuer or the Trustee so determines, the Issuer
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms.  Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

     SECTION 9.06.  Trustee to Sign Amendments.  The Trustee shall sign any
                    --------------------------
amendment authorized pursuant to this Article IX if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it.  In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment
is the legal, valid and binding obligation of the Issuer and the Guarantors
enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03).

     SECTION 9.07.  Payment for Consent.  Neither the Issuer nor any Affiliate
                    -------------------
of the Issuer shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                       78
<PAGE>

                                   ARTICLE X

                                 PLEDGE ACCOUNT
                                 --------------

     SECTION 10.01.  Pledge Agreement.  The Trustee shall establish the Pledge
                     ----------------
Account on or before the Closing Date in connection with the issuance of the
Securities.  On the Closing Date, the Issuer will deposit in the Pledge Account,
for the benefit of the Holders of the Securities, an amount from the net
proceeds of the offering of the Securities sufficient to acquire Pledged
Securities in an amount as will be sufficient upon receipt of scheduled interest
and principal payments on such Pledged Securities to provide payment in full
when due of the first six scheduled interest payments due on the Securities.
The Pledged Securities will be acquired and deposited in the Pledge Account on
the Closing Date.

     All amounts deposited in the Pledge Account and the Pledged Securities will
be pledged by the Issuer to the Trustee for the benefit of the Holders of the
Securities pursuant to the Pledge Agreement.  Pursuant to the Pledge Agreement,
immediately prior to an interest payment date for the Securities as provided in
the Securities, the Issuer shall direct the Trustee to release from the Pledge
Account proceeds sufficient to pay interest then due on the Securities.  The
Pledged Securities and Pledge Account also secure the repayment of the principal
amount and premium on the Securities.

     Each Holder, by its acceptance of a Security, consents and agrees to the
terms of the Pledge Agreement (including, without limitation, the provisions
providing for foreclosure and release of the Pledged Securities) as the same may
be in effect or may be amended from time to time in accordance with its terms,
and authorizes and directs the Trustee to enter into the Pledge Agreement and to
perform its respective obligations and exercise its respective rights thereunder
in accordance therewith.  The Issuer shall do or cause to be done all such acts
and things as may be necessary or as may be required by the provisions of the
Pledge Agreement, to assure and confirm to the Trustee the security interest in
the Pledged Securities contemplated hereby, by the Pledge Agreement or any part
thereof, as from time to time constituted, so as to render the same available
for the security and benefit of this Indenture and of the Securities secured by
the Pledge Agreement, according to the intent and purposes herein expressed.
The Issuer shall take, or shall cause to be taken, upon request of the Trustee,
any and all actions reasonably required to cause the Pledge Agreement to create
and maintain (to the maximum extent permitted by law), as security for the
obligations of the Issuer under this Indenture and the Securities, valid and
enforceable first priority liens in and on all the Pledged Securities, in favor
of the Trustee, superior to and prior to the rights of third persons and subject
to no other Liens.

     The release of any Pledged Securities pursuant to the Pledge Agreement will
not be deemed to impair the security under this Indenture in contravention of
the provisions hereof if and to the extent the Pledged Securities are released
pursuant to this Indenture and the Pledge Agreement.  To the extent applicable,
the Issuer shall cause TIA Section 314(d) relating to the release of property or
securities from the Lien and security interest of the Pledge Agreement and
relating to the substitution therefor of any property or securities to be
subjected to the Lien and security interest of the Pledge Agreement to be
complied with.  Any certificate or opinion

                                       79
<PAGE>

required by TIA Section 314(d) may be made by an Officer of the Issuer, except
in cases where TIA Section 314(d) requires that such certificate or opinion be
made by an independent Person, which Person shall be selected by the Issuer.

     The Issuer shall cause TIA Section 314(b), relating to opinions of counsel
regarding the Lien under the Pledge Agreement, to be complied with.  The Trustee
may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such instruments.

     The Trustee may, in its sole discretion and without the consent of the
Holders, on behalf of the Holders, take all actions it deems necessary or
appropriate in order to (i) enforce any of the terms of the Pledge Agreement and
(ii) collect and receive any and all amounts payable in respect of the
obligations of the Issuer thereunder. The Trustee shall have power to institute
and to maintain such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and the interests of the Holders in the
Pledged Securities.

                                   ARTICLE XI


                              SECURITY GUARANTEES
                              -------------------

     SECTION 11.01.  Security Guarantees.
                     -------------------

     (a) Each Guarantor hereby jointly and severally unconditionally and
irrevocably guarantees, as a primary obligor and not merely as a surety, to each
Holder and to the Trustee and its successors and assigns (i) the full and
punctual payment of principal of, premium, if any, and interest on the
Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, subject to any applicable grace period, and all other monetary
obligations of the Issuer under this Indenture (including obligations to the
Trustee) and the Securities and (ii) the full and punctual performance within
applicable grace periods of all other obligations of the Issuer, whether for
expenses, indemnification or otherwise under this Indenture and the Securities
(all of the foregoing being hereinafter collectively called the "Guaranteed
                                                                 ----------
Obligations").  Each Guarantor further agrees that the Guaranteed Obligations
-----------
may be extended or renewed, in whole or in part, without notice or further
assent from each such Guarantor, and that each such Guarantor shall remain bound
under this Article XI notwithstanding any extension or renewal of any Guaranteed
Obligation.

     (b) Each Guarantor waives presentation to, demand of, payment from and
protest to the Issuer of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment.  Each Guarantor waives notice of any default
under the Securities or the Guaranteed Obligations.  The obligations of each
Guarantor hereunder shall not be affected by (i) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Issuer or any other Person under this Indenture, the Securities or
any other agreement or otherwise; (ii) any extension or renewal of any
Guaranteed Obligations; (iii) any rescission, waiver, amendment or modification
of any of the terms or provisions of this Indenture, the Securities or any other
agreement; (iv) the release of any security held by any Holder or the Trustee
for the Guaranteed Obligations or any of them; (v) the failure of any Holder or
Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed

                                       80
<PAGE>

Obligations; or (g) any change in the ownership of such Guarantor, except as
provided in Section 11.02(b).

     (c) Each Guarantor further agrees that its Security Guarantee herein
constitutes a Guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Guaranteed Obligations.  The obligations of each Guarantor hereunder shall not
be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality
or unenforceability of the Guaranteed Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of each Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Securities or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay, willful
or otherwise, in the performance of the Guaranteed Obligations, or by any other
act or thing or omission or delay to do any other act or thing which may or
might in any manner or to any extent vary the risk of any Guarantor or would
otherwise operate as a discharge of any Guarantor as a matter of law or equity.

     (d) Each Guarantor further agrees that its Security Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Guaranteed
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

     (e) In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal
of or premium, if any, or interest on any Guaranteed Obligation when and as the
same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, each
Guarantor hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (i) the unpaid principal amount of such
Guaranteed Obligations, (ii) accrued and unpaid interest or premium, if any, on
such Guaranteed Obligations (but only to the extent not prohibited by law) and
(iii) all other monetary Guaranteed Obligations of the Issuer to the Holders and
the Trustee.

     (f) Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Guaranteed Obligations
guaranteed hereby until payment in full of all Guaranteed Obligations.  Each
Guarantor further agrees that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in Article VI for
the purposes of any Security Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article VI, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section.

                                       81
<PAGE>

     (g) Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees and expenses) incurred by the Trustee or
any Holder in enforcing any rights under this Section.

     SECTION 11.02.  Limitation on Liability; Release.
                     --------------------------------

     (a) Any term or provision of this Indenture to the contrary
notwithstanding, the maximum, aggregate amount of the obligations guaranteed
hereunder by any Guarantor shall not exceed the maximum amount that can be
guaranteed (after giving effect to all its Guarantees of Debt under the Existing
Credit Facilities) without rendering this Indenture, as it relates to any
Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.

     (b) This Guarantee as to any Guarantor shall terminate and be of no further
force or effect, and any such Guarantor shall be irrevocably released and
relieved of any obligations under its Security Guarantee and this Indenture,
upon (i) the designation (in accordance with the provisions of this Indenture)
of such Guarantor as an Unrestricted Subsidiary, (ii) the sale or other
disposition of all of the assets of such Guarantor in accordance with the terms
of this Indenture, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the Capital Stock of any Guarantor then held by the
Issuer and its Restricted Subsidiaries, (iii) the sale or other disposition of
Capital Stock of any Guarantor if as a result of such disposition, such Person
ceases to be a Subsidiary of the Issuer, or (iv) the release of such Subsidiary
Guarantor from its guarantee and all other obligations under all Credit
Facilities incurred under Section 4.03(b)(i), provided, in the case of clause
(ii) or (iii) that such portion of the Net Proceeds as is applied on or before
the date of such release, is applied in accordance with Section 4.06 (to the
extent applicable).  If the Security Guarantee of any Guarantor terminates
pursuant to the foregoing provisions, such Person shall irrevocably cease to be
a Subsidiary, a Guarantor or otherwise a party to this Indenture and, upon
request by the Issuer, the Trustee shall execute appropriate instruments
acknowledging such irrevocably termination and the irrevocable release of such
Person from its obligations hereunder.  It is expressly acknowledged that the
application of the Net Proceeds of any such sale or other disposition referred
to in clause (ii) or (iii) of the first sentence of this subsection (b) in
accordance with Section 4.06 following the date of such release shall not be a
condition precedent to such release and any failure to make such application as
required by such Section 4.06 shall not cause the revocation of any such release
(it being understood that such failure shall constitute a Default or Event of
Default, as applicable).

     SECTION 11.03.  Successors and Assigns.  This Article XI shall be binding
                     ----------------------
upon each Guarantor and its successors and assigns and shall enure to the
benefit of the successors and assigns of the Trustee and the Holders and, in the
event of any transfer or assignment of rights by any Holder or the Trustee, the
rights and privileges conferred upon that party in this Indenture and in the
Securities shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.

     SECTION 11.04.  No Waiver.  Neither a failure nor a delay on the part of
                     ---------
either the Trustee or the Holders in exercising any right, power or privilege
under this Article XI shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege.  The rights, remedies and benefits of the Trustee

                                       82
<PAGE>

and the Holders herein expressly specified are cumulative and not exclusive of
any other rights, remedies or benefits which either may have under this Article
XI at law, in equity, by statute or otherwise.

     SECTION 11.05.  Modification.  No modification, amendment or waiver of any
                     ------------
provision of this Article XI, nor the consent to any departure by any Guarantor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Trustee, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given.  No notice to
or demand on any Guarantor in any case shall entitle such Guarantor to any other
or further notice or demand in the same, similar or other circumstances.

                                  ARTICLE XII


                    SUBORDINATION OF THE SECURITY GUARANTEES
                    ----------------------------------------

     SECTION 12.01.  Agreement To Subordinate .  Each Guarantor agrees, and each
                     ------------------------
Securityholder by accepting a Security agrees, that such Guarantor's obligations
under its Security Guarantee are subordinated in right of payment, to the extent
and in the manner provided in this Article XII, to the prior payment in full in
cash or Cash Equivalents of all existing and future Senior Debt of such
Guarantor and that the subordination is for the benefit of and enforceable by
the holders of Senior Debt of such Guarantor.  The obligations of a Guarantor
under this Article XII shall in all respects rank pari passu with all other Pari
                                                  ---- -----
Passu Debt of such Guarantor, and only Debt of such Guarantor that is Senior
Debt shall rank senior to the obligations of such Guarantor in this Article XII
in accordance with the provisions set forth herein.

     SECTION 12.02.  Liquidation, Dissolution, Bankruptcy.  Upon any payment or
                     ------------------------------------
distribution to creditors of any Guarantor in a liquidation or dissolution of
the Issuer or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to any Guarantor or its property, an assignment for
the benefit of creditors or any marshaling of any Guarantor's assets and
liabilities, the holders of Senior Debt of such Guarantor will be entitled to
receive payment in full, in cash or Cash Equivalents, of all Obligations due in
respect of such Senior Debt (including interest after the commencement of any
such proceeding at the rate specified in the applicable Senior Debt, whether or
not allowed or allowable in such proceeding) before the Holders of Securities
will be entitled to receive any payment with respect to the Securities, and
until all Obligations with respect to Senior Debt of such Guarantor are paid in
full, in cash or Cash Equivalents, any payment or distribution to which the
Holders of Securities would be entitled shall be made to the holders of Senior
Debt, except that Holders of Securities may receive and retain:

          (1) Permitted Junior Securities; and

          (2) payments made from the trust described under Article VIII so long
as, on the date or dates the respective amounts were paid into the trust, such
payments were made with respect to the Securities without violating the
provisions of this Article XII).

                                       83
<PAGE>

     SECTION 12.03.  Default on Senior Debt of a Guarantor.
                     -------------------------------------

     (a) A Guarantor may not make any payment or distribution upon or in respect
of its Security Guarantee (except from the trust described under Article VIII)
if:

          (1) a default in the payment of any Obligations with respect to
Designated Senior Debt of such Guarantor occurs and is continuing beyond any
applicable grace period (a "payment default") or any other default on any such
                            ---------------
Designated Senior Debt occurs and the maturity of such Designated Senior Debt is
accelerated in accordance with its terms; or

          (2) a default, other than a payment default, occurs and is continuing
with respect to Designated Senior Debt of such Guarantor (a "non-payment
                                                             -----------
default") that permits holders of the Designated Senior Debt as to which such
default relates to accelerate its maturity and, in the case of this clause (2)
only, the Trustee receives a notice of such default (a "Payment Blockage
                                                        ----------------
Notice") from such Guarantor, a Representative for, or the holders of a majority
of the outstanding principal amount of, any issue of Designated Senior Debt of
such Guarantor.

     (b) Payments on such Security Guarantee may and shall be resumed:

          (1) in the case of a payment default, upon the date on which such
default is cured or waived and, in the case of any such Designated Senior Debt
that has been accelerated, such acceleration has been rescinded; and

          (2) in case of a non-payment default, the earlier of the date on which
such non-payment default is cured or waived and 179 days after the date on which
the applicable Payment Blockage Notice is received, unless the maturity of any
such Designated Senior Debt has been accelerated.

     (c) No new period of payment blockage may be commenced on account of any
non-payment default unless and until 360 days have elapsed since the initial
effectiveness of the immediately prior Payment Blockage Notice.  No non-payment
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice unless such default shall have been cured or waived for
a period of not less than 90 days.

     SECTION 12.04.  Demand for Payment.  If payment of the Securities is
                     ------------------
accelerated because of an Event of Default and a demand for payment is made on a
Guarantor pursuant to Article XI, the Trustee shall promptly notify the Issuer,
and the Issuer shall promptly (and in no event more than five Business Days
after receipt of such notice) notify the Representative of the lenders under the
Existing Credit Facilities of the acceleration.

     SECTION 12.05.  When Distribution Must Be Paid Over.
                     -----------------------------------

     (a) If the Trustee, any Paying Agent or any Holder receives a payment in
respect of the Security Guarantee of any Guarantor (except in Permitted Junior
Securities or from the trust described under Article VIII) when:

          (1) the payment is prohibited by this Article XII; and

                                       84
<PAGE>

          (2) the Trustee, Paying Agent or the Holder has actual knowledge that
the payment is prohibited;

     the Trustee, Paying Agent or Holder, as the case may be, shall hold the
payment in trust for the benefit of the holders of Senior Debt of such
Guarantor.  Upon the proper written request of the holders of such Senior Debt,
the Trustee, Paying Agent or Holder, as the case may be, shall deliver the
amounts in trust to the holders of such Senior Debt or their proper
Representative.

     (b) Notwithstanding the foregoing, the Trustee or Paying Agent may continue
to make payments on such Security Guarantee and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than three Business Days prior to the date of such
payment, a Trust Officer of the Trustee or Paying Agent receives written notice
satisfactory to it that payments may not be made under this Article XII.  The
Issuer, the Registrar or co-registrar, the Paying Agent, a Representative or a
holder of Senior Debt of such Guarantor may give the notice; provided, however,
                                                             --------  -------
that, if an issue of Senior Debt of such Guarantor has a Representative, only
the Representative may give the notice.  The Trustee or Paying Agent shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of any Senior Debt of any
Guarantor (or a Representative of such holder) to establish that such notice has
been given by a holder of such Senior Debt of such Guarantor or a Representative
thereof.

     SECTION 12.06.  Subrogation.  If and when all Senior Debt of a Guarantor is
                     -----------
paid in full and until the Securities are paid in full, Securityholders shall be
subrogated to the rights of holders of Senior Debt of such Guarantor to receive
distributions applicable to Senior Debt of such Guarantor.  A distribution made
under this Article XII to holders of Senior Debt of such Guarantor which
otherwise would have been made to Securityholders is not, as between such
Guarantor and Securityholders, a payment by such Guarantor on Senior Debt of
such Guarantor.

     SECTION 12.07.  Relative Rights.  This Article XII defines the relative
                     ---------------
rights of Securityholders and holders of Senior Debt of a Guarantor.  Nothing in
this Indenture shall:

          (1) impair, as between a Guarantor and Securityholders, the obligation
of a Guarantor which is absolute and unconditional, to pay its Obligations under
its Security Guarantee to the extent set forth in Article XI; or

          (2) prevent the Trustee or any Securityholder from exercising its
available remedies upon a default by a Guarantor under its Obligations under its
Security Guarantee, subject to the rights of holders of Senior Debt of such
Guarantor to receive distributions otherwise payable to Securityholders.

     SECTION 12.08.  Subordination May Not Be Impaired by a Guarantor.  No right
                     ------------------------------------------------
of any holder of Senior Debt of a Guarantor to enforce the subordination of the
Obligations under the Security Guarantee of such Guarantor shall be impaired by
any act or failure to act by such Guarantor or by its failure to comply with
this Indenture.

     SECTION 12.09.  Rights of Trustee and Paying Agent.  The Trustee (or any
                     ----------------------------------
authenticating agent hereunder) in its individual or any other capacity may hold
Senior Debt of

                                       85
<PAGE>

any Guarantor with the same rights it would have if it were not Trustee (or
authenticating agent hereunder). The Registrar and any co-registrar and any
Paying Agent may do the same with like rights. The Trustee (and any
authenticating agent hereunder), the Registrar, any co-registrar and any Paying
Agent shall be entitled to all the rights set forth in this Article XII with
respect to any Senior Debt of any Guarantor which may at any time be held by
them, to the same extent as any other holder of Senior Debt of such Guarantor;
and nothing in Article VII shall deprive the Trustee (or any authenticating
agent hereunder) or any such other Person of any of its rights as such holder.
Nothing in this Article XII shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.

     SECTION 12.10.  Distribution or Notice to Representative.  Whenever a
                     ----------------------------------------
distribution is to be made or a notice given to holders of Senior Debt of a
Guarantor, the distribution may be made and the notice given to their
Representative (if any).

     SECTION 12.11.  Article XII Not to Prevent Events of Default or Limit Right
                     -----------------------------------------------------------
to Accelerate .  The failure of a Guarantor to make a payment on any of its
-------------
Obligations under its Security Guarantee by reason of any provision in this
Article XII shall not be construed as preventing the occurrence of a default by
such Guarantor under its Security Guarantee.  Nothing in this Article XII shall
have any effect on the right of the Securityholders or the Trustee to make a
demand for payment on a Guarantor pursuant to this Article XII.

     SECTION 12.12.  Trust Moneys Not Subordinated.  Notwithstanding anything
                     -----------------------------
contained herein to the contrary, payments from money or the proceeds of
Government Notes held in trust under Article VIII by the Trustee for the payment
of principal of and interest on the Securities shall not be subordinated to the
prior payment of any Senior Debt of any Guarantor or subject to the restrictions
set forth in this Article XII, and none of the Securityholders shall be
obligated to pay over any such amount to the Issuer or any holder of Senior Debt
of any Guarantor or any other creditor of the Issuer.

     SECTION 12.13.  Trustee Entitled To Rely.  Upon any payment or distribution
                     ------------------------
pursuant to this Article XII, the Trustee, any Paying Agent and the
Securityholders shall be entitled to rely (i) upon any order or decree of a
court of competent jurisdiction in which any proceedings of the nature referred
to in Section 12.02 are pending, (ii) upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or to the Securityholders or (iii) upon the Representatives for the
holders of Senior Debt of a Guarantor for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Debt of a Guarantor and other Debt of a Guarantor, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article XII.  In the event that the
Trustee or Paying Agent determines, in good faith, that evidence is required
with respect to the right of any Person as a holder of Senior Debt of a
Guarantor to participate in any payment or distribution pursuant to this Article
XII, the Trustee or Paying Agent may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee or Paying Agent as to the amount of
Senior Debt of such Guarantor held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article XII, and, if
such evidence is not furnished, the Trustee or Paying Agent may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive

                                       86
<PAGE>

such payment. Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee or Paying Agent pursuant to this Article
XII.

     SECTION 12.14.  Trustee To Effectuate Subordination.  Each Securityholder
                     -----------------------------------
by accepting a Security authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Securityholders and the holders of Senior Debt of each
of the Guarantors as provided in this Article XII and appoints the Trustee as
attorney-in-fact for any and all such purposes.

     SECTION 12.15.  Trustee Not Fiduciary for Holders of Senior Debt of a
                     -----------------------------------------------------
Guarantor.  With respect to the holders of Senior Debt of the Guarantors, the
---------
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XII.  The Trustee or
Paying Agent shall not be deemed to owe any fiduciary or other duty to the
holders of Senior Debt of a Guarantor and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to Securityholders or the
relevant Guarantor or any other Person, money or assets to which any holders of
Senior Debt of such Guarantor shall be entitled by virtue of this Article XII or
otherwise.

     SECTION 12.16.  Reliance by Holders of Senior Debt of a Guarantor on
                     ----------------------------------------------------
Subordination Provisions.  Each Securityholder by accepting a Security
------------------------
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Debt of a Guarantor, whether such Senior Debt was created or acquired before or
after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Debt and such holder of Senior Debt shall be
deemed conclusively to have relied on such subordination provisions in acquiring
and continuing to hold, or in continuing to hold, such Senior Debt.

     SECTION 12.17.  Trustee's Compensation Not Prejudiced.  Nothing in this
                     -------------------------------------
Article shall apply to amounts due to the Trustee pursuant to other sections of
this Indenture.

                                  ARTICLE XIII


                                 MISCELLANEOUS
                                 -------------

     SECTION 13.01.  Trust Indenture Act Controls.  If any provision of this
                     ----------------------------
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

     SECTION 13.02.  Notices.  Any notice or communication shall be in writing
                     -------
and delivered in person or mailed by first-class mail addressed as follows:

          if to the Issuer:

          IWO Holdings, Inc.
          319 Great Oaks Boulevard
          Albany, New York 12203
          Fax No.
          Attention:

                                       87
<PAGE>

          with copies to:


          Investcorp International Inc.
          280 Park Avenue
          New York, NY 10017
          Fax No. (212) 983-7073
          Attention:  Mamoun Askari

          Gibson, Dunn & Crutcher, LLP
          200 Park Avenue
          New York, NY 10166
          Attention: Joerg H. Esdorn, Esq.

          if to the Trustee:

          Firstar Bank, N.A.

          101 East 5th Street
          St. Paul, MN 55101
          Fax No. (651) 229-6415
          Attention:  Frank Leslie

     The Issuer or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     Any notice or communication mailed to a Securityholder shall be made in
compliance with Section 313(c) of the TIA and mailed to the Securityholder at
the Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders.
If a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

     SECTION 13.03.  Communication by Holders with Other Holders.
                     -------------------------------------------
Securityholders may communicate pursuant to TIA (S) 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities.  The Issuer, the Guarantors, the Trustee, the Registrar and anyone
else shall have the protection of TIA (S) 312(c).

     SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.  Upon
                     --------------------------------------------------
any request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, at the request of the Trustee the Issuer
shall furnish to the Trustee:

          (1) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05) stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and

                                       88
<PAGE>

          (2) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05) stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

     To the extent applicable, the Issuer shall comply with Section 314(c)(3) of
the TIA.

     SECTION 13.05.  Statements Required in Certificate or Opinion.  Each
                     ---------------------------------------------
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

          (1) a statement that the individual making such certificate or opinion
has read such covenant or condition;

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

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

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

     SECTION 13.06.  When Securities Disregarded.  In determining whether the
                     ---------------------------
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Issuer or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee actually knows are so owned shall be so
disregarded.  Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

     SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar.  The Trustee
                     --------------------------------------------
may make reasonable rules for action by or a meeting of Securityholders.  The
Registrar and the Paying Agent may make reasonable rules for their functions.

     SECTION 13.08.  Legal Holidays.  A "Legal Holiday" is a Saturday, a Sunday
                     --------------      -------------
or a day on which banking institutions are not required to be open in the State
of New York.  If a payment date is a Legal Holiday, payment shall be made on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period.  If a regular record date is a Legal Holiday, the
record date shall not be affected.

     SECTION 13.09.  GOVERNING LAW.  THIS INDENTURE AND THE SECURITIES SHALL BE
                     -------------
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE

                                       89
<PAGE>

EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

     SECTION 13.10.  No Recourse Against Others.  A director, officer,
                     --------------------------
incorporator, employee, stockholder or Affiliate as such, of the Issuer or any
Guarantor shall not have any liability for any obligations of the Issuer or any
Guarantor under the Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.  By accepting a
Security, each Securityholder waives and releases all such liability.  The
waiver and release shall be part of the consideration for the issue of the
Securities.

     SECTION 13.11.  Successors.  All agreements of the Issuer and each
                     ----------
Guarantor in this Indenture and the Securities shall bind their successors.  All
agreements of the Trustee in this Indenture shall bind its successors.

     SECTION 13.12.  Multiple Originals.  The parties may sign any number of
                     ------------------
copies of this Indenture.  Each signed copy shall be an original, but all of
them together represent the same agreement.  One signed copy is enough to prove
this Indenture.

     SECTION 13.13.  Table of Contents; Headings.  The table of contents, cross-
                     ---------------------------
reference sheet and headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.

     SECTION 13.14.  Severability.  In case any one or more of the provisions in
                     ------------
this Indenture, in the Securities or in the Guarantees shall be held invalid,
illegal or unenforceable, in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.

     SECTION 13.15.  No Adverse Interpretation of Other Agreements.  This
                     ---------------------------------------------
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Issuer or any of its Subsidiaries.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

                                       90
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.
                              IWO HOLDINGS, INC.,


                              By:  /s/ Steven M. Nielsen
                                   ---------------------
                                   Name:  Steven M. Nielsen
                                   Title:  Chief Executive Officer


                              INDEPENDENT WIRELESS ONE CORPORATION

                              By:  /s/ Steven M. Nielsen
                                   ---------------------
                                   Name:  Steven M. Nielsen
                                   Title:  Chief Executive Officer

                              FIRSTAR BANK, N.A.

                              By:  /s/ Frank P. Leslie III
                                   -----------------------
                                   Name:  Frank P. Leslie III
                                   Title:  Vice President

                                       91
<PAGE>

                                                                       EXHIBIT A

                       [FORM OF FACE OF INITIAL SECURITY]


                           [GLOBAL SECURITIES LEGEND]

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("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 SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR 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.

                         [RESTRICTED SECURITIES LEGEND]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS  SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, (B) THE HOLDER MUST, PRIOR TO CERTAIN TRANSFERS OF THIS SECURITY,
FURNISH TO THE ISSUER OR ITS AGENTS SUCH CERTIFICATES, LEGAL OPINIONS AND OTHER
INFORMATION AS MAY BE REASONABLY REQUESTED, AND ( C) THE HOLDER WILL, AND EACH
SUBSEQUENT

                                   Exhibit A
                                   ---------
                                       i
<PAGE>

HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN (A) AND (B) ABOVE.



                               IWO HOLDINGS, INC.

                            14% SENIOR NOTE DUE 2011

No. ___                                                            CUSIP No.

                                                                  $__________

     IWO Holdings, Inc., a Delaware corporation (the "Issuer"), promises to pay
to _______________, or its registered assigns, the principal sum of ___________
in U.S. Dollars on January 15, 2011.

     Interest Payment Dates:                    January 15 and July 15

     Record Dates:                              January 1 and July 1

     Additional provisions of this Security are set forth on the other side of
this Security.



                              IWO HOLDINGS, INC.,

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

TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

Firstar Bank, N.A.
as Trustee, certifies that
this is one of the Securities                                         [Seal]
referred to in the Indenture,

By:
     -------------------------------
        Authorized Signatory

                                   Exhibit A
                                   ---------
                                       ii
<PAGE>

                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                            14% Senior Note due 2011

1.   Interest
     --------

     IWO Holdings, Inc., a Delaware corporation (the "Issuer"), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above and shall pay Liquidated Damages, if any, payable pursuant to the relevant
Registration Rights Agreement.

     The Issuer will pay interest (including Liquidated Damages, if any) semi-
annually in arrears on January 15 and July 15 of each year commencing on July
15, 2001.  Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the Issue
Date with respect to this Security.  Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.  The Issuer shall pay interest
on overdue principal at the rate borne by the Securities, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

2.   Method of Payment
     -----------------

     The Issuer will pay interest (except defaulted interest but including
Liquidated Damages, if any) on the Securities to the Persons who are registered
holders of Securities at the close of business on the January 1 or July 1
immediately preceding the interest payment date even if Securities are canceled
after the record date and on or before the interest payment date.  Holders must
surrender Securities to a Paying Agent to collect principal payments.  The
Issuer will pay principal and interest in money of the United States that at the
time of payment is legal tender for payment of public and private debts.
However, the Issuer may pay principal and interest by check payable in such
money or by wire transfer of federal funds.

3.   Paying Agent and Registrar
     --------------------------

     Initially, Firstar Bank, N.A. (the  "Trustee") will act as Paying Agent and
Registrar.  The Issuer may appoint and change any Paying Agent, Registrar or co-
registrar without notice to the Holders.  The Issuer or any domestically
organized Wholly Owned Restricted Subsidiary may act as Paying Agent, Registrar
or co-registrar.

4.   Indenture
     ---------

     The Issuer issued the Securities under an Indenture dated as of February 2,
2001 (the "Indenture"), among the Issuer, the Initial Guarantors and the
Trustee.  The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the TIA.  Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture.  The Securities are subject to all such terms, and Securityholders
are referred to the Indenture and the TIA for a statement of those terms.

     Subject to the conditions set forth in the Indenture, the Issuer may issue
Additional Securities in an unlimited principal amount.  This Security is one of
the Initial Securities referred to in the Indenture.  The Securities include the
Initial Securities, the Additional Securities

                                   Exhibit A
                                   ---------
                                      iii
<PAGE>

and any Exchange Securities and Private Exchange Securities issued in exchange
for the Initial Securities pursuant to the Indenture. The Initial Securities,
the Additional Securities, the Exchange Securities and the Private Exchange
Securities are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the incurrence of Debt by the Issuer
and its Restricted Subsidiaries; the payment of dividends and other payments by
the Issuer and its Restricted Subsidiaries; Investments; sales of assets of the
Issuer and Restricted Subsidiaries; certain transactions with Affiliates; the
lines of business in which the Issuer and its Restricted Subsidiaries may
operate; Liens; and consolidations, mergers and transfers of all or
substantially all of the Issuer's or a Guarantor's assets. In addition, the
Indenture prohibits certain restrictions on distributions from Restricted
Subsidiaries.

     The Guarantors have, jointly and severally, unconditionally guaranteed the
Guaranteed Obligations on a senior subordinated basis pursuant to the terms of
the Indenture.

5.   Optional Redemption
     -------------------

          Except as set forth in the next two paragraphs, the Securities may not
be redeemed at the Issuer's option prior to January 15, 2006.  Thereafter, the
Securities will be subject to redemption at any time at the option of the
Issuer, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest thereon (including Liquidated
Damages, if any) to the applicable redemption date (subject to the right of
Holders on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the twelve-month period beginning on
January 15, 2006 of the years indicated below:

                                                     Redemption
     Year                                            Price
     ----                                            ----------
     2006                                            107.000%
     2007                                            104.667%
     2008                                            102.333%
     2009 and thereafter                             100.000%

     In addition, at any time and from time to time, prior to January 15, 2004,
the Issuer may redeem Securities in an aggregate principal amount of up to 35%
of the aggregate principal amount of Initial Securities issued under the
Indenture at a redemption price of 114% of the principal amount thereof, plus
accrued and unpaid interest thereon (including Liquidated Damages, if any) to
the redemption date (subject to the right of Holders on the relevant record date
to receive interest due on the relevant interest payment date), with the net
cash proceeds of an underwritten registered public offering by the Issuer of its
common stock; provided that Securities in an aggregate principal amount of at
              --------
least 65% of the aggregate principal amount of Initial Securities issued under
the Indenture remain outstanding immediately after the occurrence of any such
redemption; and provided further, that such redemption shall occur within 90
                -------- -------
days of the date of the closing of such public offering.

                                   Exhibit A
                                   ---------
                                       iv
<PAGE>

     At any time on or prior to January 15, 2006 the Securities may be redeemed
as a whole but not in part at the option of the Issuer upon the occurrence of a
Change of Control, upon not less than 30 nor more than 60 days' prior notice
(but in no event may any such redemption occur more than 120 days after the
occurrence of such Change of Control) mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued but
unpaid interest (including Liquidated Damages, if any) to the redemption date,
subject to the right of Holders on the relevant record date to receive interest
due on the relevant interest payment date.

6.   Notices of Redemption
     ---------------------

     Notices of redemption shall be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at its registered address all in accordance with the
Indenture.  If less than all of the Securities are to be redeemed at any time,
selection of Securities for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Securities are listed, or, if the Securities are not so listed, on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and
--- ----
appropriate; provided that no Securities of $1,000 or less shall be redeemed in
             --------
part; provided further, however, that if a partial redemption is made with the
      -------- -------  -------
proceeds of a public offering of common stock, selection of the Securities or
portions thereof for redemption shall be made by the Trustee on a pro rata basis
                                                                  --------
only or on as nearly a pro rata basis as is practicable (subject to any
                       --------
procedures of the Depositary), unless such method is otherwise prohibited.  If
any Security is to be redeemed in part only, the notice of redemption that
relates to such Security shall state the portion of the principal amount thereof
to be redeemed.  On and after the redemption date, interest ceases to accrue on
Securities or portions of them called for redemption.

7.   Repurchase at the Option of the Holder
     --------------------------------------

     Upon a Change of Control, any Holder of Securities will have the right,
subject to certain conditions set forth in the Indenture, to require the Issuer
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of the Securities of such Holder at a purchase price equal to 101% of the
aggregate principal amount of the Securities to be repurchased plus accrued and
unpaid interest  thereon (including Liquidated Damages, if any) to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is on or
prior to the date of repurchase) as provided in, and subject to the terms of,
the Indenture.

8.   Subordination of Security Guarantees
     ------------------------------------

     The Security Guarantees are subordinated to Senior Debt of the Guarantors,
as defined in the Indenture.  To the extent provided in the Indenture, Senior
Debt of the Guarantors must be paid before the Security Guarantees may be paid.
The Guarantors agree, and each Securityholder by accepting a Security agrees, to
the subordination provisions contained in the Indenture and authorizes the
Trustee to give it effect and appoints the Trustee as attorney-in-fact for such
purpose.

                                   Exhibit A
                                   ---------
                                       v
<PAGE>

9.   Denominations; Transfer; Exchange
     ---------------------------------

     The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000.  A Holder may transfer or exchange
Securities in accordance with the Indenture.  Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or transfer or exchange any Securities for a period of 15 days prior to a
selection of Securities to be redeemed or 15 days before an interest payment
date.

10.  Persons Deemed Owners
     ---------------------

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

11.  Unclaimed Money
     ---------------

     If money for the payment of principal or interest remains unclaimed for two
years, the Paying Agent shall pay the money back to the Issuer at its request,
or if then held by the Issuer or a Wholly Owned Restricted Subsidiary, shall be
discharged from such trust (unless an abandoned property law designates another
Person for payment thereof).  After any such payment, Holders entitled to the
money must look only to the Issuer for payment thereof, and all liability of the
Paying Agent with respect to such money, and all liability of the Issuer or such
permitted Wholly Owned Restricted Subsidiary as trustee thereof, shall thereupon
cease.

12.  Discharge and Defeasance
     ------------------------

     Subject to certain conditions set forth in the Indenture, the Issuer at any
time may terminate some or all of its obligations under the Indenture, the
Security Guarantees, any Registration Rights Agreement and the Securities if the
Issuer deposits with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.

13.  Amendment, Waiver
     -----------------

     Subject to certain exceptions set forth in the Indenture, (i) the
Indenture, the Securities or the Security Guarantees may be amended or
supplemented with the written consent of the Holders of at least a majority in
principal amount outstanding of the Securities and (ii) any existing default or
noncompliance with any provision of the Indenture, the Securities or the
Security Guarantees (other than payment of principal, premium, if any, and
interest) may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities.  Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Issuer and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Securities in addition to or in place of certificated Securities
(provided that the uncertificated Securities are issued in registered form for
purposes of Section 163(f) of the Code, or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the Code), to
provide for the assumption of

                                   Exhibit A
                                   ---------
                                       vi
<PAGE>

the Issuer's or any Guarantor's obligations to Holders of Securities in the case
of a merger, consolidation or sale of assets, to release any Security Guarantee
in accordance with the provisions of the Indenture, to provide for additional
Guarantors, to make any change that would provide any additional rights or
benefits to the Holders of Securities or that, as determined by the Board of
Directors of the Issuer in good faith, does not materially adversely affect the
legal rights of any such Holder under the Indenture, the Securities or the
Security Guarantees, to comply with requirements of the SEC in order to effect
or maintain the qualification of the Indenture under the TIA or to provide for
the issuance of Additional Securities in compliance with Article II and Section
4.03 of the Indenture.

14.  Defaults and Remedies
     ---------------------

     Under the Indenture, an Event of Default occurs if there is:  (i) prior to
January 15, 2004, a default in the payment when due and, following January 15,
2004, a default for 30 days in the payment when due, of interest on, or
Liquidated Damages with respect to, the Securities (whether or not prohibited by
Article XII in the Indenture); (ii) default in payment when due of the principal
of or premium, if any, on the Securities (including the failure to make a
payment to purchase Securities tendered pursuant to a Change of Control Offer or
an Asset Sale Offer) (whether or not prohibited by Article XII in the
Indenture); (iii) failure by the Issuer for 60 days after receipt of notice from
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Securities specifying such failure to comply with any of its other
agreements in the Indenture or the Securities; (iv) the failure by the Issuer or
any Restricted Subsidiary that is a Significant Subsidiary to pay any Debt
within any applicable grace period after final maturity or acceleration by the
holders thereof because of a default if the total amount of all such Debt unpaid
or accelerated at the time exceeds $7.5 million; (v) any judgment or decree for
the payment of money in excess of $7.5 million (net of any insurance or
indemnity payments actually received in respect thereof prior to or within 90
days from the entry thereof, or to be received in respect thereof in the event
any appeal thereof shall be unsuccessful) is entered against the Issuer or any
Significant Subsidiary that is a Restricted Subsidiary and is not discharged,
waived or stayed and either (A) an enforcement proceeding has been commenced by
any creditor upon such judgment or decree or (B) there is a period of 90 days
following the entry of such judgment or decree during which such judgment or
decree is not discharged, waived or the execution thereof stayed; (vi) any
Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held
in any judicial proceeding to be unenforceable or invalid or, except as
permitted by the Indenture, shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Security Guarantee; (vii) certain
events of bankruptcy or insolvency with respect to the Issuer or any of its
Restricted Subsidiaries that is a Significant Subsidiary; or (viii) (a) if no
Credit Facility is in existence, any event occurs that results in an Event of
Termination under any of the Sprint Agreements, which Event of Termination has
not been waived, or (b) if any Credit Facility is in existence, Sprint shall
have commenced to exercise any remedy under the Sprint Agreements (other than
pursuant to Section 11.6.3 of the Management Agreement) by reason of the
occurrence of an Event of Termination.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture.  The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it.  Subject to certain limitations, Holders of a

                                   Exhibit A
                                   ---------
                                      vii
<PAGE>

majority in principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Securityholders
notice of any continuing Default (except a Default in payment of principal,
premium, if any, or interest) if and so long as a committee of its Trust
Officers in good faith determines that withholding notice is in the interest of
the Holders.

15.  Trustee Dealings with the Issuer
     --------------------------------

     Subject to certain limitations imposed by the TIA,  the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not Trustee.

16.  No Personal Liability of Directors, Officers, Employees and Stockholders
     ------------------------------------------------------------------------

     No past, present or future director, officer, employee, incorporator, agent
or stockholder or Affiliate of the Issuer, as such, shall have any liability for
any obligations of the Issuer under the Securities, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. No past, present or future director, officer, employee, incorporator,
agent or stockholder or Affiliate of any of the Guarantors, as such, shall have
any liability for any obligations of the Guarantors under the Security
Guarantees, the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of Securities and Security
Guarantees by accepting a Security and a Security Guarantee waives and releases
all such liabilities. The waiver and release are part of the consideration for
issuance of the Securities and the Security Guarantees. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

17.  Governing Law
     -------------

     THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

18.  Authentication
     --------------

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19.  Abbreviations
     -------------

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint

                                   Exhibit A
                                   ---------
                                     viii
<PAGE>

tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.  CUSIP Numbers
     -------------

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Issuer has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders.  No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Issuer will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type.  Requests may be made to:

                               IWO Holdings, Inc.
                            319 Great Oaks Boulevard
                             Albany, New York 12203
                             Attention of Secretary

                                   Exhibit A
                                   ---------
                                       ix
<PAGE>

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

______________________________

 (Print or type assignee's name, address and zip code)

______________________________

 (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint ___________________ agent to transfer this Security on
the books of the Issuer.  The agent may substitute another to act for him.

Date:  ________________ Your Signature:  _____________________

Signature Guarantee:_______________________________________

                  (Signature must be guaranteed by a
                  participant in a recognized signature
                  guarantee medallion program)

____________________________________________________________

Sign exactly as your name appears on the other side of this Security.

                                   Exhibit A
                                   ---------
                                       x
<PAGE>

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED
                                   SECURITIES

Reference is hereby made to that certain Indenture dated February 2, 2001 (the
"Indenture") between IWO Holdings, Inc., as Issuer (the "Issuer"), the Initial
Guarantors (as defined therein) and Firstar Bank, N.A., as trustee (the
"Trustee").  Capitalized terms used but not defined herein shall have the
meanings set forth in the Indenture.


This certificate relates to $_________ principal amount of Securities held in
(check applicable space) ____ book-entry or _____ definitive form by the
undersigned.

The undersigned (check one box below):

[_]  has requested the Trustee by written order to deliver in exchange for its
     beneficial interest in the Global Security held by the Depositary a
     Security or Securities in definitive, registered form of authorized
     denominations and an aggregate principal amount equal to its beneficial
     interest in such Global Security (or the portion thereof indicated above);

[_]  has requested the Trustee by written order to exchange or register the
     transfer of a Security or Securities.

     In connection with any transfer of any of the Securities evidenced by this
     certificate occurring prior to the expiration of the periods referred to in
     Rule 144(k) under the Securities Act of 1933, as amended, the undersigned
     confirms that such Securities are being transferred in accordance with its
     terms:

CHECK ONE BOX BELOW:

     (1)   [_]   to the Issuer or any of its subsidiaries; or

     (2)   [_]   pursuant to an effective registration statement under the
           Securities Act of 1933, as amended; or

     (3)   [_]   inside the United States to a "qualified institutional buyer"
           (as defined in Rule 144A under the Securities Act of 1933, as
           amended) that purchases for its own account or for the account of a
           qualified institutional buyer to whom notice is given that such
           transfer is being made in reliance on Rule 144A under the Securities
           Act of 1933, as amended, in each case pursuant to and in compliance
           with Rule 144A thereunder; or

     (4)   [_]   outside the United States in an offshore transaction within the
           meaning of Regulation S under the Securities Act of 1933, as amended,
           in compliance with Rule 904 thereunder; or

     (5)   [_]   pursuant to another available exemption from registration
           provided by Rule 144 under the Securities Act of 1933, as amended; or

                                   Exhibit A
                                   ---------
                                       xi
<PAGE>

     (6)   [_]   in accordance with another exemption from the registration
           requirements of the Securities Act of 1933, as amended.

     Unless one of the boxes is checked, the Trustee will refuse to register any
     of the Securities evidenced by this certificate in the name of any person
     other than the registered holder thereof; provided, however, that if box
                                               --------  -------
     (4), (5) or (6) is checked, the Trustee may require, prior to registering
     any such transfer of the Securities, such legal opinions, certifications
     and other information as the Issuer has reasonably requested to confirm
     that such transfer is being made pursuant to an exemption from, or in a
     transaction not subject to, the registration requirements of the Securities
     Act of 1933, as amended, such as the exemption provided by Rule 144
     thereunder.

                                         ________________________
                                                   Signature
Signature Guarantee:________________
      (Signature must be guaranteed by a
      participant in a recognized signature
      guarantee medallion program)

             TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended ("Rule 144A"), and is aware that the sale to it is being made
in reliance on Rule 144A and acknowledges that it has received such information
regarding the Issuer as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:  ________________                   ______________________________
                                           NOTICE:  To be executed by
                                                    an executive officer

                                   Exhibit A
                                   ---------
                                      xii
<PAGE>

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

  The following increases or decreases in this Global Security have been made:
<TABLE>
<CAPTION>
 <S>                  <C>                <C>               <C>                   <C>

Date of                Amount of           Amount of        Principal amount      Signature of
Exchange              decrease in         increase in        of this Global        authorized
                   Principal  Amount    Principal Amount        Security          signatory of
                     of this Global      of this Global      following such        Trustee or
                        Security            Security          decrease or          Securities
                                                                increase           Custodian


</TABLE>

                                   Exhibit A
                                   ---------
                                     xiii
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Issuer pursuant
to Section 4.06 or 4.08 of the Indenture, check the box:


     [_]  4.06 Asset Sale  [_]  4.08 Change of Control

     If you want to elect to have only part of this Security purchased by the
Issuer pursuant to Section 4.06 or 4.08 of the Indenture, state the amount:
$__________.


Date:  __________________  Your Signature:  __________________
                           (Sign exactly as your name appears
                           on the other side of the Security)

                              __________________
                              Tax I.D. number

Signature Guarantee:_______________________________________
                    (Signature must be guaranteed by a
                    participant in a recognized signature
                    guarantee medallion program)


                                   Exhibit A
                                   ---------
                                      xiv
<PAGE>

                                   Exhibit B
                                   ---------

                                                                      EXHIBIT  B

         [FORM OF FACE OF EXCHANGE OR PERMANENT REGULATION S SECURITY]

                           [Global Securities Legend]

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("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 SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR 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. /1/


                               IWO HOLDINGS, INC.

                            14% SENIOR NOTE DUE 2011

No. ___                                                            CUSIP No.
                                                                  $__________

     IWO Holdings, Inc., a Delaware corporation (the "Issuer"), promises to pay
to _______________, or its registered assigns, the principal sum of ___________
in U.S. Dollars on January 15, 2011.

        Interest Payment Dates:                 January 15 and July 15

_________________________________





/1/  This paragraph should only be added if the Security is issued in global
form

                                   Exhibit B
                                   ---------
                                       i
<PAGE>

        Record Dates:                           January 1 and July 1

     Additional provisions of this Security are set forth on the other side of
this Security.



                                      IWO HOLDINGS, INC.,


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

TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

Firstar Bank, N.A.
as Trustee, certifies that
this is one of the Securities         [Seal]
referred to in the Indenture,

By:  _________________________
        Authorized Signatory

                                   Exhibit B
                                   ---------
                                       ii
<PAGE>

     [FORM OF REVERSE SIDE OF EXCHANGE OR PERMANENT REGULATION S SECURITY]

                            14% Senior Note due 2011

1.   Interest
     --------

     IWO Holdings, Inc., a Delaware corporation (the "Issuer"), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above and shall pay Liquidated Damages, if any, payable pursuant to the relevant
Registration Rights Agreement.

     The Issuer will pay interest (including Liquidated Damages, if any) semi-
annually in arrears on January 15 and July 15 of each year commencing on July
15, 2001.  Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the Issue
Date with respect to this Security.  Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.  The Issuer shall pay interest
on overdue principal at the rate borne by the Securities, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

2.   Method of Payment
     -----------------

     The Issuer will pay interest (except defaulted interest but including
Liquidated Damages, if any) on the Securities to the Persons who are registered
holders of Securities at the close of business on the January 1 or July 1
immediately preceding the interest payment date even if Securities are canceled
after the record date and on or before the interest payment date.  Holders must
surrender Securities to a Paying Agent to collect principal payments.  The
Issuer will pay principal and interest in money of the United States that at the
time of payment is legal tender for payment of public and private debts.
However, the Issuer may pay principal and interest by check payable in such
money or by wire transfer of federal funds.

3.   Paying Agent and Registrar
     --------------------------

     Initially, Firstar Bank, N.A. (the  "Trustee") will act as Paying Agent and
Registrar.  The Issuer may appoint and change any Paying Agent, Registrar or co-
registrar without notice to the Holders.  The Issuer or any domestically
organized Wholly Owned Restricted Subsidiary may act as Paying Agent, Registrar
or co-registrar.

4.   Indenture
     ---------

     The Issuer issued the Securities under an Indenture dated as of February 2,
2001 (the "Indenture"), among the Issuer, the Initial Guarantors and the
Trustee.  The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the TIA.  Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture.  The Securities are subject to all such terms, and Securityholders
are referred to the Indenture and the TIA for a statement of those terms.

     Subject to the conditions set forth in the Indenture, the Issuer may issue
Additional Securities in an unlimited principal amount.  This Security is one of
the Initial Securities referred

                                   Exhibit B
                                   ---------
                                      iii
<PAGE>

to in the Indenture. The Securities include the Initial Securities, the
Additional Securities and any Exchange Securities and Private Exchange
Securities issued in exchange for the Initial Securities pursuant to the
Indenture. The Initial Securities, the Additional Securities, the Exchange
Securities and the Private Exchange Securities are treated as a single class of
securities under the Indenture. The Indenture imposes certain limitations on the
incurrence of Debt by the Issuer and its Restricted Subsidiaries; the payment of
dividends and other payments by the Issuer and its Restricted Subsidiaries;
Investments; sales of assets of the Issuer and Restricted Subsidiaries; certain
transactions with Affiliates; the lines of business in which the Issuer and its
Restricted Subsidiaries may operate; Liens; and consolidations, mergers and
transfers of all or substantially all of the Issuer's or a Guarantor's assets.
In addition, the Indenture prohibits certain restrictions on distributions from
Restricted Subsidiaries.

     The Guarantors have, jointly and severally, unconditionally guaranteed the
Guaranteed Obligations on a senior subordinated basis pursuant to the terms of
the Indenture.

5.   Optional Redemption
     -------------------

          Except as set forth in the next two paragraphs, the Securities may not
be redeemed at the Issuer's option prior to January 15, 2006.  Thereafter, the
Securities will be subject to redemption at any time at the option of the
Issuer, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest thereon (including Liquidated
Damages, if any) to the applicable redemption date (subject to the right of
Holders on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the twelve-month period beginning on
January 15, 2006 of the years indicated below:


                                                     Redemption
     Year                                             Price
     ----                                             -----
     2006                                            107.000%
     2007                                            104.667%
     2008                                            102.333%
     2009 and thereafter                             100.000%

     In addition, at any time and from time to time, prior to January 15, 2004,
the Issuer may redeem Securities in an aggregate principal amount of up to 35%
of the aggregate principal amount of Initial Securities issued under the
Indenture at a redemption price of 114% of the principal amount thereof, plus
accrued and unpaid interest thereon (including Liquidated Damages, if any) to
the redemption date (subject to the right of Holders on the relevant record date
to receive interest due on the relevant interest payment date), with the net
cash proceeds of an underwritten registered public offering by the Issuer of its
common stock; provided that Securities in an aggregate principal amount of at
              --------
least 65% of the aggregate principal amount of Initial Securities issued under
the Indenture remain outstanding immediately after the occurrence of any such
redemption; and provided further, that such redemption shall occur within 90
                -------- -------
days of the date of the closing of such public offering.

                                   Exhibit B
                                   ---------
                                       iv
<PAGE>

     At any time on or prior to January 15, 2006 the Securities may be redeemed
as a whole but not in part at the option of the Issuer upon the occurrence of a
Change of Control, upon not less than 30 nor more than 60 days' prior notice
(but in no event may any such redemption occur more than 120 days after the
occurrence of such Change of Control) mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued but
unpaid interest (including Liquidated Damages, if any) to the redemption date,
subject to the right of Holders on the relevant record date to receive interest
due on the relevant interest payment date.

6.   Notices of Redemption
     ---------------------

     Notices of redemption shall be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at its registered address all in accordance with the
Indenture.  If less than all of the Securities are to be redeemed at any time,
selection of Securities for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Securities are listed, or, if the Securities are not so listed, on a

pro rata basis, by lot or by such method as the Trustee shall deem fair and
--- ----
appropriate; provided that no Securities of $1,000 or less shall be redeemed in
             --------
part; provided further, however, that if a partial redemption is made with the
      -------- -------  -------
proceeds of a public offering of common stock, selection of the Securities or
portions thereof for redemption shall be made by the Trustee on a pro rata basis
                                                                  --------
only or on as nearly a pro rata basis as is practicable (subject to any
                       --------
procedures of the Depositary), unless such method is otherwise prohibited.  If
any Security is to be redeemed in part only, the notice of redemption that
relates to such Security shall state the portion of the principal amount thereof
to be redeemed.  On and after the redemption date, interest ceases to accrue on
Securities or portions of them called for redemption.

7.   Repurchase at the Option of the Holder
     --------------------------------------

     Upon a Change of Control, any Holder of Securities will have the right,
subject to certain conditions set forth in the Indenture, to require the Issuer
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of the Securities of such Holder at a purchase price equal to 101% of the
aggregate principal amount of the Securities to be repurchased plus accrued and
unpaid interest  thereon (including Liquidated Damages, if any) to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is on or
prior to the date of repurchase) as provided in, and subject to the terms of,
the Indenture.

8.   Subordination of Security Guarantees
     ------------------------------------

     The Security Guarantees are subordinated to Senior Debt of the Guarantors,
as defined in the Indenture.  To the extent provided in the Indenture, Senior
Debt of the Guarantors must be paid before the Security Guarantees may be paid.
The Guarantors agree, and each Securityholder by accepting a Security agrees, to
the subordination provisions contained in the Indenture and authorizes the
Trustee to give it effect and appoints the Trustee as attorney-in-fact for such
purpose.


                                   Exhibit B
                                   ---------
                                       v
<PAGE>

9.   Denominations; Transfer; Exchange
     ---------------------------------

     The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000.  A Holder may transfer or exchange
Securities in accordance with the Indenture.  Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or transfer or exchange any Securities for a period of 15 days prior to a
selection of Securities to be redeemed or 15 days before an interest payment
date.

10.  Persons Deemed Owners
     ---------------------

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

11.  Unclaimed Money
     ---------------

     If money for the payment of principal or interest remains unclaimed for two
years, the Paying Agent shall pay the money back to the Issuer at its request,
or if then held by the Issuer or a Wholly Owned Restricted Subsidiary, shall be
discharged from such trust (unless an abandoned property law designates another
Person for payment thereof).  After any such payment, Holders entitled to the
money must look only to the Issuer for payment thereof, and all liability of the
Paying Agent with respect to such money, and all liability of the Issuer or such
permitted Wholly Owned Restricted Subsidiary as trustee thereof, shall thereupon
cease.

12.  Discharge and Defeasance
     ------------------------

     Subject to certain conditions set forth in the Indenture, the Issuer at any
time may terminate some or all of its obligations under the Indenture, the
Security Guarantees, any Registration Rights Agreement and the Securities if the
Issuer deposits with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.

13.  Amendment, Waiver
     -----------------

     Subject to certain exceptions set forth in the Indenture, (i) the
Indenture, the Securities or the Security Guarantees may be amended or
supplemented with the written consent of the Holders of at least a majority in
principal amount outstanding of the Securities and (ii) any existing default or
noncompliance with any provision of the Indenture, the Securities or the
Security Guarantees (other than payment of principal, premium, if any, and
interest) may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities.  Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Issuer and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Securities in addition to or in place of certificated Securities
(provided that the uncertificated Securities are issued in registered form for
purposes of Section 163(f) of the Code, or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the Code), to
provide for the assumption of


                                   Exhibit B
                                   ---------
                                       vi
<PAGE>

the Issuer's or any Guarantor's obligations to Holders of Securities in the case
of a merger, consolidation or sale of assets, to release any Security Guarantee
in accordance with the provisions of the Indenture, to provide for additional
Guarantors, to make any change that would provide any additional rights or
benefits to the Holders of Securities or that, as determined by the Board of
Directors of the Issuer in good faith, does not materially adversely affect the
legal rights of any such Holder under the Indenture, the Securities or the
Security Guarantees, to comply with requirements of the SEC in order to effect
or maintain the qualification of the Indenture under the TIA or to provide for
the issuance of Additional Securities in compliance with Article II and Section
4.03 of the Indenture.

14.  Defaults and Remedies
     ---------------------

     Under the Indenture, an Event of Default occurs if there is:  (i) prior to
January 15, 2004, a default in the payment when due and, following January 15,
2004, a default for 30 days in the payment when due, of interest on, or
Liquidated Damages with respect to, the Securities (whether or not prohibited by
Article XII in the Indenture); (ii) default in payment when due of the principal
of or premium, if any, on the Securities (including the failure to make a
payment to purchase Securities tendered pursuant to a Change of Control Offer or
an Asset Sale Offer) (whether or not prohibited by Article XII in the
Indenture); (iii) failure by the Issuer for 60 days after receipt of notice from
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Securities specifying such failure to comply with any of its other
agreements in the Indenture or the Securities; (iv) the failure by the Issuer or
any Restricted Subsidiary that is a Significant Subsidiary to pay any Debt
within any applicable grace period after final maturity or acceleration by the
holders thereof because of a default if the total amount of all such Debt unpaid
or accelerated at the time exceeds $7.5 million; (v) any judgment or decree for
the payment of money in excess of $7.5 million (net of any insurance or
indemnity payments actually received in respect thereof prior to or within 90
days from the entry thereof, or to be received in respect thereof in the event
any appeal thereof shall be unsuccessful) is entered against the Issuer or any
Significant Subsidiary that is a Restricted Subsidiary and is not discharged,
waived or stayed and either (A) an enforcement proceeding has been commenced by
any creditor upon such judgment or decree or (B) there is a period of 90 days
following the entry of such judgment or decree during which such judgment or
decree is not discharged, waived or the execution thereof stayed; (vi) any
Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held
in any judicial proceeding to be unenforceable or invalid or, except as
permitted by the Indenture, shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Security Guarantee; (vii) certain
events of bankruptcy or insolvency with respect to the Issuer or any of its
Restricted Subsidiaries that is a Significant Subsidiary; or (viii) (a) if no
Credit Facility is in existence, any event occurs that results in an Event of
Termination under any of the Sprint Agreements, which Event of Termination has
not been waived, or (b) if any Credit Facility is in existence, Sprint shall
have commenced to exercise any remedy under the Sprint Agreements (other than
pursuant to Section 11.6.3 of the Management Agreement) by reason of the
occurrence of an Event of Termination.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture.  The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it.  Subject to certain limitations, Holders of a


                                   Exhibit B
                                   ---------
                                       vii
<PAGE>

majority in principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Securityholders
notice of any continuing Default (except a Default in payment of principal,
premium, if any, or interest) if and so long as a committee of its Trust
Officers in good faith determines that withholding notice is in the interest of
the Holders.

15.  Trustee Dealings with the Issuer
     --------------------------------

     Subject to certain limitations imposed by the TIA,  the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not Trustee.

16.  No Personal Liability of Directors, Officers, Employees and Stockholders
     ------------------------------------------------------------------------

     No past, present or future director, officer, employee, incorporator, agent
or stockholder or Affiliate of the Issuer, as such, shall have any liability for
any obligations of the Issuer under the Securities, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. No past, present or future director, officer, employee, incorporator,
agent or stockholder or Affiliate of any of the Guarantors, as such, shall have
any liability for any obligations of the Guarantors under the Security
Guarantees, the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of Securities and Security
Guarantees by accepting a Security and a Security Guarantee waives and releases
all such liabilities. The waiver and release are part of the consideration for
issuance of the Securities and the Security Guarantees. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

17.  Governing Law
     -------------

     THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

18.  Authentication
     --------------

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19.  Abbreviations
     -------------

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint


                                   Exhibit B
                                   ---------
                                      viii
<PAGE>

tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.  CUSIP Numbers
     -------------

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Issuer has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders.  No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Issuer will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type.  Requests may be made to:

                               IWO Holdings, Inc.
                            319 Great Oaks Boulevard
                             Albany, New York 12203
                             Attention of Secretary




                                   Exhibit B
                                   ---------
                                       ix
<PAGE>

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to
______________________________
 (Print or type assignee's name, address and zip code)
______________________________
 (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint ___________________ agent to transfer this Security on
the books of the Issuer.  The agent may substitute another to act for him.

Date:  ________________ Your Signature:  _____________________

Signature Guarantee:_______________________________________
                    (Signature must be guaranteed by a
                    participant in a recognized signature
                    guarantee medallion program)
____________________________________________________________
Sign exactly as your name appears on the other side of this Security.






                                   Exhibit B
                                   ---------
                                       x
<PAGE>

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

  The following increases or decreases in this Global Security have been made:
<TABLE>
<CAPTION>

 <S>                  <C>                <C>              <C>                   <C>
Date of                Amount of           Amount of        Principal amount      Signature of
Exchange              decrease in         increase in        of this Global        authorized
                   Principal  Amount    Principal Amount        Security          signatory of
                     of this Global      of this Global      following such        Trustee or
                        Security            Security          decrease or          Securities
                                                                increase           Custodian

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

-------------------------------------------------------------------------------------------------
</TABLE>




                                   Exhibit B
                                   ---------
                                       xi
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Issuer pursuant
to Section 4.06 or 4.08 of the Indenture, check the box:


     [_]  4.06 Asset Sale    [_]  4.08 Change of Control

     If you want to elect to have only part of this Security purchased by the
Issuer pursuant to Section 4.06 or 4.08 of the Indenture, state the amount:
$__________.


Date:  __________________  Your Signature:  __________________
                           (Sign exactly as your name appears
                           on the other side of the Security)

                              __________________
                              Tax I.D. number

Signature Guarantee:_______________________________________
                    (Signature must be guaranteed by a
                    participant in a recognized signature
                    guarantee medallion program)



                                   Exhibit B
                                   ---------
                                       xii
<PAGE>

                                                                       EXHIBIT C

                  [FORM OF FACE OF PRIVATE EXCHANGE SECURITY]

                           [GLOBAL SECURITIES LEGEND]

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("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 SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR 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. /2/



                         [RESTRICTED SECURITIES LEGEND]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS  SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A

________________________________

/2/  This paragraph should only be added if the security is issued in global
form


                                   Exhibit C
                                   ---------
                                       iv
<PAGE>


UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, (B) THE HOLDER
MUST, PRIOR TO CERTAIN TRANSFERS OF THIS SECURITY, FURNISH TO THE ISSUER OR ITS
AGENTS SUCH CERTIFICATES, LEGAL OPINIONS AND OTHER INFORMATION AS MAY BE
REASONABLY REQUESTED, AND ( C) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) AND (B) ABOVE.



                               IWO HOLDINGS, INC.

                            14% SENIOR NOTE DUE 2011
No. ___                                                            CUSIP No.
                                                                  $__________


     IWO Holdings, Inc., a Delaware corporation (the "Issuer"), promises to pay
to _______________, or its registered assigns, the principal sum of ___________
in U.S. Dollars on January 15, 2011.


     Interest Payment Dates:                       January 15 and July 15
     Record Dates:                                 January 1 and July 1


     Additional provisions of this Security are set forth on the other side of
this Security.



                                             IWO HOLDINGS, INC.,

                                             By:__________________________
                                                    Name:
                                                    Title:


                                   Exhibit C
                                   ---------
                                       v
<PAGE>

Dated:

TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

Firstar Bank, N.A.
as Trustee, certifies that
this is one of the Securities                        [Seal]
referred to in the Indenture,


     By: _________________________
         Authorized Signatory



                                   Exhibit C
                                   ---------
                                       vi
<PAGE>

              [FORM OF REVERSE SIDE OF PRIVATE EXCHANGE SECURITY]

                            14% Senior Note due 2011

1.   Interest
     --------

     IWO Holdings, Inc., a Delaware corporation (the "Issuer"), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above and shall pay Liquidated Damages, if any, payable pursuant to the relevant
Registration Rights Agreement.

     The Issuer will pay interest (including Liquidated Damages, if any) semi-
annually in arrears on January 15 and July 15 of each year commencing on July
15, 2001.  Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the Issue
Date with respect to this Security.  Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.  The Issuer shall pay interest
on overdue principal at the rate borne by the Securities, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

2.   Method of Payment
     -----------------

     The Issuer will pay interest (except defaulted interest but including
Liquidated Damages, if any) on the Securities to the Persons who are registered
holders of Securities at the close of business on the January 1 or July 1
immediately preceding the interest payment date even if Securities are canceled
after the record date and on or before the interest payment date.  Holders must
surrender Securities to a Paying Agent to collect principal payments.  The
Issuer will pay principal and interest in money of the United States that at the
time of payment is legal tender for payment of public and private debts.
However, the Issuer may pay principal and interest by check payable in such
money or by wire transfer of federal funds.

3.   Paying Agent and Registrar
     --------------------------

     Initially, Firstar Bank, N.A. (the  "Trustee") will act as Paying Agent and
Registrar.  The Issuer may appoint and change any Paying Agent, Registrar or co-
registrar without notice to the Holders.  The Issuer or any domestically
organized Wholly Owned Restricted Subsidiary may act as Paying Agent, Registrar
or co-registrar.

4.   Indenture
     ---------

     The Issuer issued the Securities under an Indenture dated as of February 2,
2001 (the "Indenture"), among the Issuer, the Initial Guarantors and the
Trustee.  The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the TIA.  Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture.  The Securities are subject to all such terms, and Securityholders
are referred to the Indenture and the TIA for a statement of those terms.

     Subject to the conditions set forth in the Indenture, the Issuer may issue
Additional Securities in an unlimited principal amount.  This Security is one of
the Initial Securities referred to in the Indenture.  The Securities include the
Initial Securities, the Additional Securities and


                                   Exhibit C
                                   ---------
                                       vii
<PAGE>

any Exchange Securities and Private Exchange Securities issued in exchange for
the Initial Securities pursuant to the Indenture. The Initial Securities, the
Additional Securities, the Exchange Securities and the Private Exchange
Securities are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the incurrence of Debt by the Issuer
and its Restricted Subsidiaries; the payment of dividends and other payments by
the Issuer and its Restricted Subsidiaries; Investments; sales of assets of the
Issuer and Restricted Subsidiaries; certain transactions with Affiliates; the
lines of business in which the Issuer and its Restricted Subsidiaries may
operate; Liens; and consolidations, mergers and transfers of all or
substantially all of the Issuer's or a Guarantor's assets. In addition, the
Indenture prohibits certain restrictions on distributions from Restricted
Subsidiaries.

     The Guarantors have, jointly and severally, unconditionally guaranteed the
Guaranteed Obligations on a senior subordinated basis pursuant to the terms of
the Indenture.

5.   Optional Redemption
     -------------------

          Except as set forth in the next two paragraphs, the Securities may not
be redeemed at the Issuer's option prior to January 15, 2006.  Thereafter, the
Securities will be subject to redemption at any time at the option of the
Issuer, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest thereon (including Liquidated
Damages, if any) to the applicable redemption date (subject to the right of
Holders on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the twelve-month period beginning on
January 15, 2006 of the years indicated below:


                                                     Redemption
     Year                                             Price
     ----                                             -----
     2006                                            107.000%
     2007                                            104.667%
     2008                                            102.333%
     2009 and thereafter                             100.000%

     In addition, at any time and from time to time, prior to January 15, 2004,
the Issuer may redeem Securities in an aggregate principal amount of up to 35%
of the aggregate principal amount of Initial Securities issued under the
Indenture at a redemption price of 114% of the principal amount thereof, plus
accrued and unpaid interest thereon (including Liquidated Damages, if any) to
the redemption date (subject to the right of Holders on the relevant record date
to receive interest due on the relevant interest payment date), with the net
cash proceeds of an underwritten registered public offering by the Issuer of its
common stock; provided that Securities in an aggregate principal amount of at
              --------
least 65% of the aggregate principal amount of Initial Securities issued under
the Indenture remain outstanding immediately after the occurrence of any such
redemption; and provided further, that such redemption shall occur within 90
                -------- -------
days of the date of the closing of such public offering.


                                   Exhibit C
                                   ---------
                                      viii
<PAGE>

     At any time on or prior to January 15, 2006 the Securities may be redeemed
as a whole but not in part at the option of the Issuer upon the occurrence of a
Change of Control, upon not less than 30 nor more than 60 days' prior notice
(but in no event may any such redemption occur more than 120 days after the
occurrence of such Change of Control) mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued but
unpaid interest (including Liquidated Damages, if any) to the redemption date,
subject to the right of Holders on the relevant record date to receive interest
due on the relevant interest payment date.

6.   Notices of Redemption
     ---------------------

     Notices of redemption shall be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at its registered address all in accordance with the
Indenture.  If less than all of the Securities are to be redeemed at any time,
selection of Securities for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Securities are listed, or, if the Securities are not so listed, on a

pro rata basis, by lot or by such method as the Trustee shall deem fair and
--- ----
appropriate; provided that no Securities of $1,000 or less shall be redeemed in
             --------
part; provided further, however, that if a partial redemption is made with the
      -------- -------  -------
proceeds of a public offering of common stock, selection of the Securities or
portions thereof for redemption shall be made by the Trustee on a pro rata basis
                                                                  --------
only or on as nearly a pro rata basis as is practicable (subject to any
                       --------
procedures of the Depositary), unless such method is otherwise prohibited.  If
any Security is to be redeemed in part only, the notice of redemption that
relates to such Security shall state the portion of the principal amount thereof
to be redeemed.  On and after the redemption date, interest ceases to accrue on
Securities or portions of them called for redemption.

7.   Repurchase at the Option of the Holder
     --------------------------------------

     Upon a Change of Control, any Holder of Securities will have the right,
subject to certain conditions set forth in the Indenture, to require the Issuer
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of the Securities of such Holder at a purchase price equal to 101% of the
aggregate principal amount of the Securities to be repurchased plus accrued and
unpaid interest  thereon (including Liquidated Damages, if any) to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is on or
prior to the date of repurchase) as provided in, and subject to the terms of,
the Indenture.

8.   Subordination of Security Guarantees
     ------------------------------------

     The Security Guarantees are subordinated to Senior Debt of the Guarantors,
as defined in the Indenture.  To the extent provided in the Indenture, Senior
Debt of the Guarantors must be paid before the Security Guarantees may be paid.
The Guarantors agree, and each Securityholder by accepting a Security agrees, to
the subordination provisions contained in the Indenture and authorizes the
Trustee to give it effect and appoints the Trustee as attorney-in-fact for such
purpose.



                                   Exhibit C
                                   ---------
                                       ix
<PAGE>

9.   Denominations; Transfer; Exchange
     ---------------------------------

     The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000.  A Holder may transfer or exchange
Securities in accordance with the Indenture.  Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or transfer or exchange any Securities for a period of 15 days prior to a
selection of Securities to be redeemed or 15 days before an interest payment
date.

10.  Persons Deemed Owners
     ---------------------

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

11.  Unclaimed Money
     ---------------

     If money for the payment of principal or interest remains unclaimed for two
years, the Paying Agent shall pay the money back to the Issuer at its request,
or if then held by the Issuer or a Wholly Owned Restricted Subsidiary, shall be
discharged from such trust (unless an abandoned property law designates another
Person for payment thereof).  After any such payment, Holders entitled to the
money must look only to the Issuer for payment thereof, and all liability of the
Paying Agent with respect to such money, and all liability of the Issuer or such
permitted Wholly Owned Restricted Subsidiary as trustee thereof, shall thereupon
cease.

12.  Discharge and Defeasance
     ------------------------

     Subject to certain conditions set forth in the Indenture, the Issuer at any
time may terminate some or all of its obligations under the Indenture, the
Security Guarantees, any Registration Rights Agreement and the Securities if the
Issuer deposits with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.

13.  Amendment, Waiver
     -----------------

     Subject to certain exceptions set forth in the Indenture, (i) the
Indenture, the Securities or the Security Guarantees may be amended or
supplemented with the written consent of the Holders of at least a majority in
principal amount outstanding of the Securities and (ii) any existing default or
noncompliance with any provision of the Indenture, the Securities or the
Security Guarantees (other than payment of principal, premium, if any, and
interest) may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities.  Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Issuer and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Securities in addition to or in place of certificated Securities
(provided that the uncertificated Securities are issued in registered form for
purposes of Section 163(f) of the Code, or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the Code), to
provide for the assumption of


                                   Exhibit C
                                   ---------
                                       x
<PAGE>

the Issuer's or any Guarantor's obligations to Holders of Securities in the case
of a merger, consolidation or sale of assets, to release any Security Guarantee
in accordance with the provisions of the Indenture, to provide for additional
Guarantors, to make any change that would provide any additional rights or
benefits to the Holders of Securities or that, as determined by the Board of
Directors of the Issuer in good faith, does not materially adversely affect the
legal rights of any such Holder under the Indenture, the Securities or the
Security Guarantees, to comply with requirements of the SEC in order to effect
or maintain the qualification of the Indenture under the TIA or to provide for
the issuance of Additional Securities in compliance with Article II and Section
4.03 of the Indenture.

14.  Defaults and Remedies
     ---------------------

     Under the Indenture, an Event of Default occurs if there is:  (i) prior to
January 15, 2004, a default in the payment when due and, following January 15,
2004, a default for 30 days in the payment when due, of interest on, or
Liquidated Damages with respect to, the Securities (whether or not prohibited by
Article XII in the Indenture); (ii) default in payment when due of the principal
of or premium, if any, on the Securities (including the failure to make a
payment to purchase Securities tendered pursuant to a Change of Control Offer or
an Asset Sale Offer) (whether or not prohibited by Article XII in the
Indenture); (iii) failure by the Issuer for 60 days after receipt of notice from
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Securities specifying such failure to comply with any of its other
agreements in the Indenture or the Securities; (iv) the failure by the Issuer or
any Restricted Subsidiary that is a Significant Subsidiary to pay any Debt
within any applicable grace period after final maturity or acceleration by the
holders thereof because of a default if the total amount of all such Debt unpaid
or accelerated at the time exceeds $7.5 million; (v) any judgment or decree for
the payment of money in excess of $7.5 million (net of any insurance or
indemnity payments actually received in respect thereof prior to or within 90
days from the entry thereof, or to be received in respect thereof in the event
any appeal thereof shall be unsuccessful) is entered against the Issuer or any
Significant Subsidiary that is a Restricted Subsidiary and is not discharged,
waived or stayed and either (A) an enforcement proceeding has been commenced by
any creditor upon such judgment or decree or (B) there is a period of 90 days
following the entry of such judgment or decree during which such judgment or
decree is not discharged, waived or the execution thereof stayed; (vi) any
Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held
in any judicial proceeding to be unenforceable or invalid or, except as
permitted by the Indenture, shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Security Guarantee; (vii) certain
events of bankruptcy or insolvency with respect to the Issuer or any of its
Restricted Subsidiaries that is a Significant Subsidiary; or (viii) (a) if no
Credit Facility is in existence, any event occurs that results in an Event of
Termination under any of the Sprint Agreements, which Event of Termination has
not been waived, or (b) if any Credit Facility is in existence, Sprint shall
have commenced to exercise any remedy under the Sprint Agreements (other than
pursuant to Section 11.6.3 of the Management Agreement) by reason of the
occurrence of an Event of Termination.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture.  The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it.  Subject to certain limitations, Holders of a


                                   Exhibit C
                                   ---------
                                       xi
<PAGE>

majority in principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Securityholders
notice of any continuing Default (except a Default in payment of principal,
premium, if any, or interest) if and so long as a committee of its Trust
Officers in good faith determines that withholding notice is in the interest of
the Holders.

15.  Trustee Dealings with the Issuer
     --------------------------------

     Subject to certain limitations imposed by the TIA,  the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not Trustee.

16.  No Personal Liability of Directors, Officers, Employees and Stockholders
     ------------------------------------------------------------------------

     No past, present or future director, officer, employee, incorporator, agent
or stockholder or Affiliate of the Issuer, as such, shall have any liability for
any obligations of the Issuer under the Securities, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. No past, present or future director, officer, employee, incorporator,
agent or stockholder or Affiliate of any of the Guarantors, as such, shall have
any liability for any obligations of the Guarantors under the Security
Guarantees, the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of Securities and Security
Guarantees by accepting a Security and a Security Guarantee waives and releases
all such liabilities. The waiver and release are part of the consideration for
issuance of the Securities and the Security Guarantees. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

17.  Governing Law
     -------------

     THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

18.  Authentication
     --------------

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19.  Abbreviations
     -------------

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint


                                   Exhibit C
                                   ---------
                                       xii
<PAGE>

tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.  CUSIP Numbers
     -------------

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Issuer has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders.  No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Issuer will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type.  Requests may be made to:

                               IWO Holdings, Inc.
                            319 Great Oaks Boulevard
                             Albany, New York 12203
                             Attention of Secretary





                                   Exhibit C
                                   ---------
                                      xiii
<PAGE>

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to
______________________________
 (Print or type assignee's name, address and zip code)
______________________________
 (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint ___________________ agent to transfer this Security on
the books of the Issuer.  The agent may substitute another to act for him.

Date:  ________________ Your Signature:  _____________________

Signature Guarantee:_______________________________________
                    (Signature must be guaranteed by a
                    participant in a recognized signature
                    guarantee medallion program)

________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.


                                   Exhibit C
                                   ---------
                                       xiv
<PAGE>

                                   Exhibit C
                                   ---------
                                       xv
<PAGE>

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED
                                   SECURITIES

Reference is hereby made to that certain Indenture dated February 2, 2001 (the
"Indenture") between IWO Holdings, Inc., as Issuer (the "Issuer"), the Initial
Guarantors (as defined therein) and Firstar Bank, N.A., as trustee (the
"Trustee").  Capitalized terms used but not defined herein shall have the
meanings set forth in the Indenture.


This certificate relates to $_________ principal amount of Securities held in
(check applicable space) ____ book-entry or _____ definitive form by the
undersigned.

The undersigned (check one box below):

[_]  has requested the Trustee by written order to deliver in exchange for its
     beneficial interest in the Global Security held by the Depositary a
     Security or Securities in definitive, registered form of authorized
     denominations and an aggregate principal amount equal to its beneficial
     interest in such Global Security (or the portion thereof indicated above);

[_]  has requested the Trustee by written order to exchange or register the
     transfer of a Security or Securities.

     In connection with any transfer of any of the Securities evidenced by this
     certificate occurring prior to the expiration of the periods referred to in
     Rule 144(k) under the Securities Act of 1933, as amended, the undersigned
     confirms that such Securities are being transferred in accordance with its
     terms:


CHECK ONE BOX BELOW:

      (1)  [_]  to the Issuer or any of its subsidiaries; or

      (2)  [_]  pursuant to an effective registration statement under the
           Securities Act of 1933, as amended; or

      (3)  [_]  inside the United States to a "qualified institutional
           buyer" (as defined in Rule 144A under the Securities Act of 1933, as
           amended) that purchases for its own account or for the account of a
           qualified institutional buyer to whom notice is given that such
           transfer is being made in reliance on Rule 144A under the Securities
           Act of 1933, as amended, in each case pursuant to and in compliance
           with Rule 144A thereunder; or

      (4)  [_]  outside the United States in an offshore transaction within
           the meaning of Regulation S under the Securities Act of 1933, as
           amended, in compliance with Rule 904 thereunder; or

      (5)  [_]  pursuant to another available exemption from registration
           provided by Rule 144 under the Securities Act of 1933, as amended; or



                                   Exhibit C
                                   ---------
                                       xvi
<PAGE>

     (6)  [_]  in accordance with another exemption from the registration
          requirements of the Securities Act of 1933, as amended.

     Unless one of the boxes is checked, the Trustee will refuse to register any
     of the Securities evidenced by this certificate in the name of any person
     other than the registered holder thereof; provided, however, that if box
                                               --------  -------
     (4), (5) or (6) is checked, the Trustee may require, prior to registering
     any such transfer of the Securities, such legal opinions, certifications
     and other information as the Issuer has reasonably requested to confirm
     that such transfer is being made pursuant to an exemption from, or in a
     transaction not subject to, the registration requirements of the Securities
     Act of 1933, as amended, such as the exemption provided by Rule 144
     thereunder.

                                              ________________________

                                                        Signature
Signature Guarantee:________________
      (Signature must be guaranteed by a
      participant in a recognized signature
      guarantee medallion program)

             TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended ("Rule 144A"), and is aware that the sale to it is being made
in reliance on Rule 144A and acknowledges that it has received such information
regarding the Issuer as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:  ________________                     ______________________________
                                             NOTICE:  To be executed by
                                                      an executive officer


                                   Exhibit C
                                   ---------
                                      xvii
<PAGE>

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

  The following increases or decreases in this Global Security have been made:
<TABLE>
<CAPTION>
 <S>                  <C>               <C>               <C>                   <C>
Date of                Amount of           Amount of        Principal amount      Signature of
Exchange              decrease in         increase in        of this Global        authorized
                   Principal  Amount    Principal Amount        Security          signatory of
                     of this Global      of this Global      following such        Trustee or
                        Security            Security          decrease or          Securities
                                                                increase           Custodian

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

-------------------------------------------------------------------------------------------------
</TABLE>


                                   Exhibit C
                                   ---------
                                      xviii
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Issuer pursuant
to Section 4.06 or 4.08 of the Indenture, check the box:


     [_]   4.06 Asset Sale         [_]   4.08 Change of Control

     If you want to elect to have only part of this Security purchased by the
Issuer pursuant to Section 4.06 or 4.08 of the Indenture, state the amount:
$__________.


Date:  __________________  Your Signature:  __________________
                           (Sign exactly as your name appears
                           on the other side of the Security)

                                   __________________
                                   Tax I.D. number

Signature Guarantee:_______________________________________
                     (Signature must be guaranteed by a
                     participant in a recognized signature
                     guarantee medallion program)





                                   Exhibit C
                                   ---------
                                      xix
<PAGE>

                                                                       EXHIBIT D

                             [INTENTIONALLY OMITTED



                                   Exhibit D
                                   ---------
                                       i
<PAGE>

                                                                       EXHIBIT E

                      [FORM OF CERTIFICATE TO BE DELIVERED
              IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]



Firstar Bank, N.A.
101 East 5th Street
St. Paul, MN 55101
Fax No. (651) 229-6415
Attention:  Corporate Trust Department

          Re:  IWO Holdings, Inc. (the "Issuer")
               14% Senior Notes due 2011 (the "Securities").

Ladies and Gentlemen:

     In connection with our proposed sale of $________ aggregate principal
amount at maturity of the Securities, we hereby certify that such transfer is
being effected pursuant to and in accordance with Rule 144A ("Rule 144A") under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, we hereby further certify that the Securities are being
transferred to a person that we reasonably believe is purchasing the Securities
for its own account, or for one or more accounts with respect to which such
person exercises sole investment discretion, and such person and each such
account is a "qualified institutional buyer" within the meaning of Rule 144A in
a transaction meeting the requirements of Rule 144A and such Securities are
being transferred in compliance with any applicable blue sky securities laws of
any state of the United States.

     You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                              Very truly yours,

                              ____________________________________
                                         [Name of Transferor]

                              By:_________________________________
                                         Authorized Signature



                                   Exhibit E
                                   ---------
                                       i
<PAGE>

                                                                       EXHIBIT F

                      [FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                           PURSUANT TO REGULATION S]

Firstar Bank, N.A.
101 East 5th Street
St. Paul, MN 55101
Fax No. (651) 229-6415
Attention:  Corporate Trust Department

          Re:  IWO Holdings, Inc. (the "Issuer")
               14% Senior Notes due 2011 (the "Securities").

Ladies and Gentlemen:

     In connection with our proposed sale of $________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

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

          (2) either (a) at the time the buy order was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States or (b) the transaction was executed in, on or through the facilities
     of a designated off-shore securities market and neither we nor any person
     acting on our behalf knows that the transaction has been pre-arranged with
     a buyer in the United States;

          (3) no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable; and

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

     In addition, if the sale is made during a restricted period and the
provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be.

     The Issuer and you are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S.


                                   Exhibit F
                                   ---------
                                       i
<PAGE>

                              Very truly yours,

                              ____________________________________
                                         [Name of Transferor]

                              by  _________________________________
                                         Authorized Signatory


                                   Exhibit F
                                   ---------
                                       ii
<PAGE>

                                                                       EXHIBIT G

               [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
WITH EXCHANGE OF TEMPORARY REGULATION S GLOBAL SECURITY FOR PERMANENT REGULATION
                               S GLOBAL SECURITY]



Firstar Bank, N.A.
101 East 5th Street
St. Paul, MN 55101
Fax No. (651) 229-6415
Attention:  Corporate Trust Department


                     Re:  IWO Holdings, Inc. (the "Issuer")
                             14% Senior Notes due 2011 (the "Securities")

Ladies and Gentlemen:

     This letter relates to U.S. $_______________ principal amount of Securities
represented by a Security (the "Legended Security") which bears a legend
outlining restrictions upon transfer of such Legended Security.  Pursuant to
Section 2.01 of the Indenture dated as of February 2, 2001 (the "Indenture")
relating to the Securities, we hereby certify that we are (or we will hold such
securities on behalf of) a person outside the United States to whom the
Securities could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933.  Accordingly, you are hereby
requested to exchange the legended certificate for an unlegended certificate
representing an identical principal amount at maturity of Securities, all in the
manner provided for in the Indenture.

     You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S.

                                   Very truly yours,


                                   ________________________________
                                   [Name of Holder]


                                   By:_____________________________
                                         Authorized Signature

                                   Exhibit G
                                   ---------
                                       i