Exhibit 10.45

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                          13 3/4% SENIOR NOTES DUE 2011

                                    INDENTURE
                          Dated as of December 7, 2001

                                  By and Among

                                HORIZON PCS, INC.
                                   As Issuer,

                      HORIZON PERSONAL COMMUNICATIONS, INC.

                                       and

                  BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC
                                  As Guarantors

                                       And

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                   As Trustee







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<PAGE>



                             CROSS-REFERENCE TABLE*
Trust Indenture Act

Section                                                        Indenture
-------                                                        ---------
310(a)(1)...........................................................7.10
    (a)(2)..........................................................7.10
    (a)(3)..........................................................N.A.
    (a)(4)..........................................................N.A.
    (a)(5)..........................................................7.10
    (b).............................................................7.10
    (c).............................................................N.A.
311(a)..............................................................7.11
    (b).............................................................7.11
    (c).............................................................N.A.
312(a)...............................................................2.5
    (b).............................................................10.3
    (c).............................................................10.3
313(a)...............................................................7.6
    (b)(2)..........................................................7.6;
    7.07(c).........................................................7.6;
10.02
314(a)..............................................................4.3;
10.02
    (c)(1)..........................................................10.4
    (c)(2)..........................................................10.4
    (c)(3)..........................................................N.A.
    (e).............................................................10.5
    (f)...............................................................NA
315(a)...............................................................7.1
    (b).............................................................7.5,
10.02
    (c)..............................................................7.1
    (d)..............................................................7.1
    (e).............................................................6.11
316(a)(last sentence)................................................2.9
    (a)(1)(A)........................................................6.5
    (a)(1)(B)........................................................6.4
    (a)(2)..........................................................N.A.
    (b)..............................................................6.7
    (c).............................................................2.12
317(a)(1)............................................................6.8
    (a)(2)...........................................................6.9
    (b)..............................................................2.4
318(a)..............................................................10.1
    (b).............................................................N.A.
    (c).............................................................10.1

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


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                               Page
<S>      <C>                                                                                                   <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1
         Section 1.1       Definitions............................................................................1
         Section 1.2       Other Definitions.....................................................................22
         Section 1.3       Incorporation by Reference of Trust Indenture Act.....................................23
         Section 1.4       Rules of Construction.................................................................23

ARTICLE II. THE NOTES............................................................................................24
         Section 2.1       Form and Dating.......................................................................24
         Section 2.2       Execution and Authentication..........................................................24
         Section 2.3       Registrar and Paying Agent............................................................25
         Section 2.4       Paying Agent to Hold Money in Trust...................................................25
         Section 2.5       Holder Lists..........................................................................25
         Section 2.6       Transfer and Exchange.................................................................26
         Section 2.7       Replacement Notes.....................................................................38
         Section 2.8       Outstanding Notes.....................................................................38
         Section 2.9       Treasury Notes........................................................................39
         Section 2.10      Temporary Notes.......................................................................39
         Section 2.11      Cancellation..........................................................................39
         Section 2.12      Defaulted Interest....................................................................39
         Section 2.13      SIP Numbers...........................................................................40

ARTICLE III. REDEMPTION AND PREPAYMENT...........................................................................40
         Section 3.1       Notices to Trustee....................................................................40
         Section 3.2       Selection of Notes to Be Redeemed.....................................................40
         Section 3.3       Notice of Redemption..................................................................41
         Section 3.4       Effect of Notice of Redemption........................................................41
         Section 3.5       Deposit of Redemption Price...........................................................42
         Section 3.6       Notes Redeemed in Part................................................................42
         Section 3.7       Optional Redemption...................................................................42
         Section 3.8       Mandatory Redemption..................................................................43
         Section 3.9       Offer to Purchase.....................................................................43

ARTICLE IV. COVENANTS............................................................................................45
         Section 4.1       Payment of Notes......................................................................45
         Section 4.2       Maintenance of Office or Agency.......................................................45
         Section 4.3       Reports...............................................................................46
         Section 4.4       Compliance Certificate................................................................46
         Section 4.5       Taxes.................................................................................47
         Section 4.6       Stay, Extension and Usury Laws........................................................47


                                       i
<PAGE>

         Section 4.7       Limitation on Restricted Payments.....................................................47
         Section 4.8       Dividend and Other Payment Restrictions Affecting Subsidiaries........................51
         Section 4.9       Incurrence of Indebtedness and Issuance of Preferred Stock............................52
         Section 4.10      Asset Sales...........................................................................55
         Section 4.11      Transactions with Affiliates..........................................................56
         Section 4.12      Liens.................................................................................58
         Section 4.13      Corporate Existence...................................................................58
         Section 4.14      Offer to Repurchase Upon Change of Control............................................59
         Section 4.15      Payments for Consent..................................................................60
         Section 4.16      Sale and Leaseback Transactions.......................................................60
         Section 4.17      Limitation on Layering Indebtedness...................................................61
         Section 4.18      Limitation On Issuances and Sales of Equity Interests in Wholly-Owned Restricted
                           Subsidiaries..........................................................................61
         Section 4.19      Business Activities...................................................................61
         Section 4.20      Designation of Restricted and Unrestricted Subsidiaries...............................61
         Section 4.21      Pledge and Escrow Agreement Deposit...................................................62

ARTICLE V. SUCCESSORS............................................................................................62
         Section 5.1       Merger, Consolidation, or Sale of Assets..............................................62
         Section 5.2       Successor Corporation Substituted.....................................................63

ARTICLE VI. DEFAULTS AND REMEDIES................................................................................64
         Section 6.1       Events of Default.....................................................................64
         Section 6.2       Acceleration..........................................................................66
         Section 6.3       Other Remedies........................................................................67
         Section 6.4       Waiver of Past Defaults...............................................................67
         Section 6.5       Control by Majority...................................................................67
         Section 6.6       Limitation on Suits...................................................................67
         Section 6.7       Rights of Holders of Notes to Receive Payment.........................................68
         Section 6.8       Collection Suit by Trustee............................................................68
         Section 6.9       Trustee May File Proofs of Claim......................................................68
         Section 6.10      Priorities............................................................................69
         Section 6.11      Undertaking for Costs.................................................................69

ARTICLE VII. TRUSTEE.............................................................................................69
         Section 7.1       Duties of Trustee.....................................................................69
         Section 7.2       Rights of Trustee.....................................................................70
         Section 7.3       Individual Rights of Trustee..........................................................71
         Section 7.4       Trustee's Disclaimer..................................................................71
         Section 7.5       Notice of Defaults....................................................................72
         Section 7.6       Reports by Trustee to Holders of the Notes............................................72
         Section 7.7       Compensation and Indemnity............................................................72
         Section 7.8       Replacement of Trustee................................................................73
         Section 7.9       Successor Trustee by Merger, etc......................................................74


                                       ii
<PAGE>

         Section 7.10      Eligibility; Disqualification.........................................................74
         Section 7.11      Preferential Collection of Claims Against Company.....................................74

ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE...........................................................74
         Section 8.1       Option to Effect Legal Defeasance or Covenant Defeasance..............................74
         Section 8.2       Legal Defeasance and Discharge........................................................75
         Section 8.3       Covenant Defeasance...................................................................75
         Section 8.4       Conditions to Legal or Covenant Defeasance............................................76
         Section 8.5       Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                           Provisions............................................................................77
         Section 8.6       Repayment to Company..................................................................77
         Section 8.7       Reinstatement.........................................................................78

ARTICLE IX. AMENDMENT, SUPPLEMENT AND WAIVER.....................................................................78
         Section 9.1       Without Consent of Holders of Notes...................................................78
         Section 9.2       With Consent of Holders of Notes......................................................79
         Section 9.3       Compliance with Trust Indenture Act...................................................80
         Section 9.4       Revocation and Effect of Consents.....................................................80
         Section 9.5       Notation on or Exchange of Notes......................................................81
         Section 9.6       Trustee to Sign Amendments, etc.......................................................81

ARTICLE X. MISCELLANEOUS.........................................................................................81
         Section 10.1      Trust Indenture Act Controls..........................................................81
         Section 10.2      Notices...............................................................................81
         Section 10.3      Communication by Holders of Notes with Other Holders of Notes.........................82
         Section 10.4      Certificate and Opinion as to Conditions Precedent....................................82
         Section 10.5      Statements Required in Certificate or Opinion.........................................83
         Section 10.6      Rules by Trustee and Agents...........................................................83
         Section 10.7      No Personal Liability of Directors, Officers, Employees and Stockholders..............83
         Section 10.8      Governing Law.........................................................................84
         Section 10.9      No Adverse Interpretation of Other Agreements.........................................84
         Section 10.10     Successors............................................................................84
         Section 10.11     Severability..........................................................................84
         Section 10.12     Counterpart Originals.................................................................84
         Section 10.13     Table of Contents, Headings, etc......................................................84

ARTICLE XI. SUBORDINATION OF NOTE GUARANTEES.....................................................................84
         Section 11.1      Agreement To Subordinate..............................................................84
         Section 11.2      Liquidation; Dissolution; Bankruptcy..................................................85
         Section 11.3      Default On Designated Senior Debt.....................................................85
         Section 11.4      Payment Permitted if No Default.......................................................86
         Section 11.5      Acceleration of Notes.................................................................86
         Section 11.6      When Distribution Must be Paid Over...................................................86


                                      iii
<PAGE>

         Section 11.7      Notice By The Company.................................................................87
         Section 11.8      Subrogation...........................................................................87
         Section 11.9      Relative Rights.......................................................................88
         Section 11.10     Subordination May Not Be Impaired By The Guarantors...................................88
         Section 11.11     Distribution Or Notice To Representative..............................................88
         Section 11.12     Rights Of Trustee And Paying Agent....................................................88
         Section 11.13     Article XI Not To Prevent Events of Default Under A Note Guarantee or Limit
                           Right to Demand Payment...............................................................89
         Section 11.14     Authorization To Effect Subordination.................................................89
         Section 11.15     Article Applicable to Paying Agents...................................................89
         Section 11.16     Amendments............................................................................90
         Section 11.17     Payment in Full.......................................................................90

ARTICLE XII. GUARANTEES..........................................................................................90
         Section 12.1      Guarantees............................................................................90
         Section 12.2      Additional Guarantees.................................................................92
         Section 12.3      Limitation on Guarantor Liability.....................................................92
         Section 12.4      Execution and Delivery of Note Guarantee..............................................92
         Section 12.5      Guarantors May Consolidate, etc., on Certain Terms....................................93
         Section 12.6      Releases of Note Guarantees...........................................................94

</TABLE>

                                       iv
<PAGE>

EXHIBITS

Exhibit A       - FORM OF NOTE
Exhibit B       - FORM OF CERTIFICATE OF TRANSFER
Exhibit C       - FORM OF CERTIFICATE OF EXCHANGE
Exhibit D       - FORM OF NOTATION ON NOTE RELATING TO SUBSIDIARY
                  GUARANTEE
Exhibit E       - FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY
                  GUARANTORS
Exhibit F       - FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
                  ACCREDITED INVESTOR




                                       v
<PAGE>

     INDENTURE  dated as of  December  7, 2001  between  Horizon  PCS,  Inc.,  a
Delaware   corporation   (the   "Company"),    as   issuer,   Horizon   Personal
Communications,  Inc. an Ohio  corporation,  and Bright Personal  Communications
Services,  LLC, an Ohio limited  liability  company  (each, a  "Guarantor"),  as
guarantors,  and Wells Fargo Bank Minnesota,  National  Association,  a national
association, as trustee (the "Trustee").

     The Company and the Trustee  agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the 13 3/4% Senior Notes
due 2011 (the "Initial  Notes") and the 13 3/4% Senior Notes due 2011 to be used
in exchange for such Initial Notes in the Exchange Offer (the  "Exchange  Notes"
and, together with the Initial Notes, the "Notes"):

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

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

     "Accounts  Receivables  Subsidiary"  means a  Subsidiary  of the Company to
which  the  Company  or any of its  Restricted  Subsidiaries  sells any of their
accounts receivable pursuant to a Receivables Facility.

     "Acquired  Debt"  means,  with  respect  to  any  specified   Person,   (1)
Indebtedness  of any other  Person  existing  at the time such  other  Person is
merged with or into or became a Subsidiary of such specified Person,  whether or
not such  Indebtedness is incurred in connection with, or in  contemplation  of,
such other  Person  merging  with or into,  or  becoming a  Subsidiary  of, such
specified Person;  and (2) Indebtedness  secured by a Lien encumbering any asset
acquired by such specified Person.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such specified Person. For purposes of this definition,  "control,"
as used with  respect to any  Person,  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; provided that beneficial ownership of 10% or more of the
Voting  Stock of a Person  shall be deemed to be control.  For  purposes of this
definition,  the terms "controlling,"  "controlled by" and "under common control
with" shall have correlative meanings.

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


<PAGE>

     "Annualized  Operating Cash Flow" means Operating Cash Flow, for the latest
two full fiscal  quarters for which  consolidated  financial  statements  of the
Company are publicly available multiplied by two.

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

     "Apollo Management" means Apollo Management IV, L.P. and affiliated funds.

     "Asset Sale" means (a) the sale, lease,  conveyance or other disposition of
any  assets or  rights,  other than  sales of  inventory  and sales of  obsolete
equipment in the ordinary  course of business  consistent  with past  practices;
provided that the sale,  conveyance or other disposition of all or substantially
all of the assets of the  Company  and its  Restricted  Subsidiaries  taken as a
whole  shall be governed  by Section  4.14 and/or  Section 5.1 hereof and not by
Section  4.10  hereof,  (b)  the  issuance  of  Equity  Interests  by any of the
Company's Restricted  Subsidiaries or the sale of Equity Interests in any of its
Restricted Subsidiaries, and (c) sales of accounts receivable, or participations
therein,  in  connection  with any  Receivables  Facility.  Notwithstanding  the
preceding,  none of the following  shall be deemed an Asset Sale: (A) any single
transaction or series of related transactions that: (i) involves assets having a
Fair Market Value of less than $1.0 million,  or (ii) results in net proceeds to
the Company and its  Restricted  Subsidiaries  of less than $1.0 million,  (B) a
sale,  lease,  conveyance or other  disposition  of assets  between or among the
Company and/or its Wholly-Owned Restricted Subsidiaries that are Guarantors, (C)
an issuance of Equity Interests by a Wholly-Owned  Restricted  Subsidiary to the
Company or to  another  Wholly-Owned  Restricted  Subsidiary,  (D) a  Restricted
Payment that is permitted  under Section 4.7, (E) any transfer by the Company or
a Subsidiary of property or equipment with a Fair Market Value of less than $5.0
million to a Person who is not an  Affiliate  of the  Company  in  exchange  for
property or  equipment  that has a Fair Market  Value at least equal to the Fair
Market Value of the property or equipment so transferred,  provided that, in the
event of a transfer  described in this clause (E), the Company  shall deliver to
the Trustee an Officers' Certificate certifying that such exchange complies with
this clause (E), (F) the issuance of directors'  qualifying  shares of Preferred
Capital Stock of such Restricted  Subsidiary (other than Preferred Capital Stock
convertible or  exchangeable  into common stock) that is otherwise  permitted by
this  Indenture,  and (G) the transfer or sale of Equity  Interests  required by
applicable laws or regulations.

     "Attributable  Debt" in respect of a sale and leaseback  transaction means,
at the time of determination,  the present value of the obligation of the lessee
for net rental  payments during the remaining term of the lease included in such
sale and  leaseback  transaction  including  any period for which such lease has
been  extended or may, at the option of the lessor,  be  extended.  Such present
value shall be  calculated  using a discount  rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

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



                                       2
<PAGE>

     "Beneficial  Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act,  except that in  calculating  the  beneficial
ownership of any particular  "person," as 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 the board of directors of the Company,  or any
authorized committee thereof.

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or an Assistant  Secretary of the Company to have been duly adopted by the Board
of Directors  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 such
certification is delivered to the Trustee.

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

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

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

     "Capital  Stock" means (1) in the case of a corporation,  corporate  stock;
(2) in the  case of an  association  or  business  entity,  any and all  shares,
interests,  participations,  rights or other equivalents, however designated, of
corporate stock; (3) in the case of a partnership or limited liability  company,
partnership or membership  interests,  whether  general or limited;  and (4) any
other interest or participation  that confers on a Person the right to receive a
share of the profits and losses of, or  distributions  of assets of, the issuing
Person.

     "Cash Equivalents"  means (1) United States dollars;  (2) securities issued
or directly and fully  guaranteed or insured by the United States  government or
any agency or instrumentality  thereof,  provided that the full faith and credit
of the United States is pledged in support  thereof,  having  maturities of less
than one year from the date of  acquisition;  (3)  certificates  of deposit  and
Eurodollar  time deposits with maturities of less than one year from the date of
acquisition,  bankers'  acceptances with maturities not exceeding six months and
overnight bank deposits,  in each case, with any domestic commercial bank having
capital and surplus in excess of $500.0 million and a Thompson Bank Watch Rating
of "B" or better; (4) repurchase  obligations with a term of not more than seven
days for  underlying  securities  of the types  described in clauses (2) and (3)
above entered into with any  financial  institution  meeting the  qualifications
specified in clause (3) above;  (5)  commercial  paper having the highest rating
obtainable  from Moody's  Investors  Service,  Inc. or Standard & Poor's Ratings
Group and in each case maturing prior to one year after the date of acquisition;
and (6) money market funds at least 95% of the assets of which  constitute  Cash
Equivalents  of  the  kinds  described  in  clauses  (1)  through  (5)  of  this
definition.

                                       3
<PAGE>

                  "Change of Control" means the occurrence of any of the
following: (a) the sale, transfer, conveyance or other disposition, other than
by way of merger or consolidation, in one or a series of related transactions,
of all or substantially all of the assets of the Company and its Subsidiaries
taken as a whole to any "person" or "group" as such terms are used in Section
13(d)(3) of the Exchange Act; (b) the adoption of a plan relating to the
liquidation or dissolution of the Company; (c) the consummation of any
transaction, including, without limitation, any merger or consolidation, the
result of which is that any "person" or "group", (as such terms are used in
Section 13(d)(3) of the Exchange Act), other than the Principals or any of their
Affiliates, becomes the Beneficial Owner, directly or indirectly, of more than
50% of the Voting Stock of the Company (measured by voting power rather than the
number of shares); 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 (c) of this "Change of Control" definition to be or become a
Beneficial Owner of more than 50% 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% of the Voting
Stock of such parent Person; (d) the first day on which more than a majority of
the members of the Board of Directors are not Continuing Directors; or (e) the
Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction where the Voting Stock of the Company
outstanding immediately prior to such transaction is converted into or exchanged
for Voting Stock, other than Disqualified Stock, of the surviving or transferee
Person constituting a majority of the outstanding shares of such Voting Stock of
such surviving or transferee Person immediately after giving effect to such
issuance. Notwithstanding anything to the contrary contained in clauses (d) and
(e) above, a "Change of Control" shall not be deemed to occur as the result of a
merger or consolidation of the Company or a Subsidiary of the Company with or
into a Sprint PCS Affiliate (including a Wholly-Owned Subsidiary or Sprint PCS
Affiliate Parent of a Sprint PCS Affiliate) if:

          (x) after the announcement of the merger or consolidation 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 Notes to a rating  that is lower  than the  rating  that
          existed or was indicated  prior to the  announcement  of the merger or
          consolidation,  in  any  case  by  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  Notes
          (including,  without  limitation,  the  placing of any of the Notes 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
          merger or consolidation;



                                       4
<PAGE>

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

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

          (y) the Beneficial  Owners of Voting Stock of the Company  immediately
     preceding such merger or consolidation  shall continue to be the Beneficial
     Owners  of at  least  25% of  the  outstanding  Voting  Stock,  other  than
     Disqualified  Stock, of the Company (or the surviving or transferee  Person
     referred to in clause (e) above or sole  stockholder  of such  surviving or
     transferee  Person)  immediately  after  giving  effect  to the  merger  or
     consolidation.

     "Clearstream" means Clearstream Banking, S.A.

     "Code" means the United States  Internal  Revenue Code of 1986, as amended,
together with the rules and regulations promulgated thereunder.

     "Company" means Horizon PCS, Inc., a Delaware corporation,  and any and all
successors thereto.

     "Consolidated  Debt"  means the  aggregate  amount of  Indebtedness  of the
Company and its Restricted  Subsidiaries on a Consolidated  basis outstanding at
the  date  of  determination;  provided,  that  in  the  event  of a  merger  or
consolidation (unless as a result of such transaction, such other Person becomes
an  Unrestricted  Subsidiary)  otherwise  permitted  under  the  terms  of  this
Indenture,  Consolidated Debt shall include the aggregate amount of Indebtedness
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 to (ii) the
Annualized  Operating Cash Flow of the Company as of its most recently completed
fiscal  quarter of the  Company  for which  financial  statements  are  publicly
available.

     "Consolidated  Interest  Expense" of any Person means, for any period,  the
aggregate amount (without  duplication and determined in each case in accordance
with GAAP) of (1) the aggregate  interest  expense and fees and other  financing
costs in respect of  Indebtedness  (including  amortization  of  original  issue
discount  and  non-cash  interest  payments  and  accruals),  (2)  the  interest
component  in respect of Capital  Lease  Obligations  and any  deferred  payment
obligations  of such  Person and its  Restricted  Subsidiaries  determined  on a
consolidated  basis in accordance  with GAAP,  (3) all  commissions,  discounts,
other fees and  charges  owed with  respect  to  letters of credit and  bankers'
acceptance  financing  and  net  costs  (including  amortization  of  discounts)


                                       5
<PAGE>

associated  with  interest  rate swap and similar  agreements  and with  foreign
currency hedge,  exchange and similar  agreements and (4) the product of (a) all
dividend  accruals or payments (or  guarantees),  whether or not in cash, on any
series  of  Preferred  Capital  Stock of such  Person  or any of its  Restricted
Subsidiaries,  times  (b) a  fraction,  the  numerator  of  which is one and the
denominator of which is one minus the then current combined  federal,  state and
local statutory tax rate of such Person,  expressed as a decimal,  in each case,
on a consolidated basis in accordance with GAAP.

     "Consolidated  Net Income" means,  with respect to any specified Person for
any period,  the  aggregate of the Net Income of such Person and its  Restricted
Subsidiaries for such period, on a consolidated basis,  determined in accordance
with  GAAP;  provided  that (1) all gains  (but not  losses)  which  are  either
extraordinary  (as  determined  in  accordance  with  GAAP) or are  nonrecurring
(including  any gain from the sale or other  disposition  of assets  outside the
ordinary  course of business or from the issuance or sale of any capital  stock)
shall be excluded;  (2) the Net Income, if positive, of any Person that is not a
Wholly-Owned 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 specified Person or a Wholly-Owned  Restricted
Subsidiary  thereof;  (3) 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,  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;  (4) 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;  (5) the Net Income,  if positive,  of any Unrestricted  Subsidiary
shall be excluded,  whether or not distributed to the specified Person or one of
its  Subsidiaries  and  (6)  the  cumulative  effect  of  change  in  accounting
principles shall be excluded.

     "Consolidation"  means the  consolidation  of the  accounts  of each of the
Restricted Subsidiaries with those of the Company, if and to the extent that the
accounts of each such Restricted  Subsidiary would normally be consolidated with
those  of  the  Company  in  accordance  with  GAAP;  provided,   however,  that
"Consolidation"   shall  not  include  consolidation  of  the  accounts  of  any
Unrestricted  Subsidiary,  but the  interest  of the  Company or any  Restricted
Subsidiary  in  any  Unrestricted  Subsidiary  shall  be  accounted  for  as  an
investment. The term "Consolidated" has a correlative meaning.

     "Continuing  Directors" means, as of any date of determination,  any member
of the Board of Directors  who (a) was a member of the Board of Directors on the
Issue  Date;  or (b) was  nominated  for  election  or  elected to such Board of
Directors with the approval of a majority of the  Continuing  Directors who were
members of such Board of Directors at the time of such nomination or election.

     "Convertible  Preferred Stock" means the Company's Series A Preferred Stock
and Series A-1 Preferred Stock.

                                       6
<PAGE>

     "Corporate  Trust  Office of the  Trustee"  shall be at the  address of the
Trustee  specified in Section 10.2 hereof or such other  address as to which the
Trustee may give notice to the Company.

     "Credit  Facilities"  means,  with respect to the Company or any Guarantor,
one or more debt facilities or commercial  paper  facilities,  in each case with
banks,  vendors and other  institutional  lenders providing for revolving credit
loans,  term  loans,  receivables  financing,  including  through  the  sale  of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables,  or letters of credit,  and shall include
the Senior Financing,  in each case, as amended,  restated,  modified,  renewed,
refunded, replaced or refinanced in whole or in part from time to time.

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

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

     "Definitive  Note" means a certificated  Note registered in the name of the
Holder   thereof  and  issued  in  accordance   with  Section  2.6  hereof,   in
substantially  the form of Exhibit A hereto except that such Note shall not bear
the  Global  Note  Legend  and  shall not have the  "Schedule  of  Exchanges  of
Interests in the Global Note" attached thereto.

     "Depositary"  means,  with respect to the Notes issuable or issued in whole
or in part in global  form,  the Person  specified  in Section 2.3 hereof as the
Depositary  with  respect  to the  Notes,  and any and  all  successors  thereto
appointed  as  depositary  hereunder  and having  become  such  pursuant  to the
applicable provision of this Indenture.

     "Designated  Senior Debt" means (a) Indebtedness under the Senior Financing
and (b) any other Senior Debt in excess of $25.0 million of the Guarantors  that
has been  designated  by the  Company in writing to the  Trustee as  "Designated
Senior Debt."

     "Disqualified  Stock" means any Capital Stock that, by its terms, or by the
terms  of  any  security  into  which  it is  convertible,  or for  which  it is
exchangeable,  in each case at the  option of the  holder  thereof,  or upon the
happening  of any event,  matures or is  mandatorily  redeemable,  pursuant to a
sinking fund obligation or otherwise,  or redeemable at the option of the holder
thereof,  in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes  mature.  Notwithstanding  the preceding  sentence,  any
Capital  Stock that would  constitute  Disqualified  Stock  solely  because  the
holders thereof have the right to require the Company to repurchase such Capital
Stock  upon the  occurrence  of a change of  control  or an asset sale shall not
constitute  Disqualified  Stock if the terms of such Capital  Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions  unless such  repurchase or redemption  complies with Section 4.7. In
addition,  for  purposes  hereof,  (i)  Equity  Interests  in the form of $126.5
million of  Convertible  Preferred  Stock issued on September 26, 2000, and (ii)
Equity  Interests  issued as payment of dividends on the  Convertible  Preferred
Stock,  which  dividends  shall  be paid in  additional  shares  of  Convertible
Preferred Stock, shall not be considered to be Disqualified Stock.

                                       7
<PAGE>

     "Domestic  Subsidiary"  means  any  Subsidiary  other  than  (a) a  Foreign
Subsidiary or (b) a Subsidiary of a Foreign Subsidiary.

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

     "Equity  Offering"  means any public  offering  or private  sale of Capital
Stock of the Company in which the net proceeds to the Company are at least $35.0
million.

     "Escrow Account" means the escrow account provided for under the Pledge and
Escrow Agreement.

     "Escrow Agent" means Wells Fargo Bank Minnesota,  National Association, and
any permitted successors thereto.

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

     "Event of  Termination"  means any of the events  described  in (1) Section
11.3 of the Management Agreement; (2) Section 13.2 of the Trademark Agreement or
(3) Section 13.2 of the Spectrum Trademark Agreement.

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

     "Exchange  Notes"  means  the  Notes to be  issued  in the  Exchange  Offer
pursuant to Section 2.6(e) hereof.

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

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

     "Fair Market  Value" means,  with respect to any  Property,  the price that
could be  negotiated  in an  arm's-length  free  market  transaction,  for cash,
between a willing  seller and a willing  buyer,  neither of whom is under  undue
pressure or compulsion to complete the  transaction.  Fair Market Value shall be
determined, except as otherwise provided, (a) if such Property has a Fair Market
Value equal to or less than $5.0 million,  by any Officer of the Company, or (b)
if such  Property  has a Fair  Market  Value in  excess  of $5.0  million,  by a
majority of the Board of Directors  and evidenced by a Board  Resolution,  dated
within 30 days of the relevant transaction, delivered to the Trustee.

     "Foreign  Subsidiary" means any Subsidiary which is not organized under the
laws of the United  States of America or any State  thereof or the  District  of
Columbia.

     "GAAP" means  generally  accepted  accounting  principles  set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such


                                       8
<PAGE>

other entity as have been  approved by a significant  segment of the  accounting
profession, which are in effect from time to time.

     "Global  Note  Legend"  means the legend  set forth in Section  2.6(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the  Unrestricted  Global Notes in the form of Exhibit A hereto
issued in accordance with Sections 2.1, 2.6(b)(iv), 2.6(d)(ii) or 2.6(f) hereof.

     "Government  Securities"  means  (1) any  security  which  is (a) a  direct
obligation  of the United  States of America  for the  payment of which the full
faith and credit of the United States of America is pledged or (b) an obligation
of  a  Person   controlled   or  supervised  by  and  acting  as  an  agency  or
instrumentality  of the  United  States  of  America  the  payment  of  which is
unconditionally  guaranteed as a full faith and credit  obligation of the United
States of America,  which,  in either case, is not callable or redeemable at the
option of the issuer thereof,  and (2) any depository  receipt issued by a bank,
as defined in the  Securities  Act, as custodian  with respect to any Government
Securities  and  held by  such  bank  for  the  account  of the  holder  of such
depository  receipt,  or with respect to any specific payment of principal of or
interest on any Government  Securities which is so specified and held,  provided
that,  except as required by law, such  custodian is not  authorized to make any
deduction from the amount payable to the holder of such depository  receipt from
any amount received by the custodian in respect of the Government  Securities or
the  specific  payment of principal  or interest  evidenced  by such  depository
receipt.

     "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  by way of a pledge of  assets or  through
letters of credit or reimbursement agreements in respect thereof), of all or any
part of any Indebtedness, or to provide such a guarantee.

     "Guarantee  Obligations"  means the  obligation,  executed  pursuant to the
provisions of Article XII of this Indenture,  of each Guarantor  pursuant to its
Guarantee  of (a) the full and  punctual  payment  of  principal,  interest  and
Liquidated  Damages,  if any,  on the Notes when due,  whether at  maturity,  by
acceleration,  by redemption or otherwise, and all other monetary obligations of
the Company under the Notes,  and (b) the full and punctual  performance  within
applicable  grace  periods of all other  obligations  of the  Company  under the
Notes.

     "Guarantors"  means  each  existing  Domestic  Subsidiary  and  any  future
Domestic  Subsidiary that Guarantees the Notes in accordance with the provisions
of this Indenture, and their respective successors and assigns.

     "Hedging Obligations" means, with respect to any Person, the obligations of
such  Person  under  (1)  interest  rate  swap  agreements,  interest  rate  cap
agreements  and interest  rate collar  agreements;  and (2) other  agreements or
arrangements  designed to protect such Person against  fluctuations  in interest
rates.

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

     "Horizon Telcom" means Horizon Telcom, Inc., an Ohio corporation.

                                       9
<PAGE>

     "IAI Global Note" means a global note in substantially  the form of Exhibit
A hereto  bearing the Global Note  Legend and the Private  Placement  Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee.

     "incur" means create,  incur, issue, assume,  Guarantee or otherwise become
liable, directly or indirectly, contingently or otherwise, for any Indebtedness.
The term "incurrence" when used as a noun shall have a correlative  meaning. The
accretion of  principal of a  non-interest  bearing or other  discount  security
shall not be deemed the incurrence of Indebtedness.

     "Indebtedness"  of  any  Person  means,   without   duplication,   (a)  all
liabilities and  obligations,  contingent or otherwise,  of such Person,  to the
extent such  liabilities  and  obligation  would appear as a liability  upon the
consolidated  balance  sheet of such  Person in  accordance  with  GAAP,  (i) in
respect of borrowed  money  (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), (ii) evidenced
by bonds, notes,  debentures or similar  instruments,  or (iii) representing the
balance  deferred and unpaid of the purchase  price of any property or services,
except  (other than accounts  payable or other  obligations  to trade  creditors
which have  remained  unpaid for greater  than 60 days past their  original  due
date)  those  incurred  in the  ordinary  course  of  its  business  that  would
constitute  ordinarily a trade payable to trade  creditors;  (b) all liabilities
and  obligations,  contingent  or  otherwise,  of such Person (i)  evidenced  by
bankers'  acceptances or similar  instruments  issued or accepted by banks, (ii)
relating to Capital Lease Obligations,  or (iii) evidenced by a letter of credit
or a  reimbursement  obligation  of such  Person  with  respect to any letter of
credit;  (c) all net obligations of such Person under Hedging  Obligations;  (d)
all liabilities and obligations of others of the kind described in the preceding
clause  (a),  (b) or (c) that such  Person has  guaranteed  or  provided  credit
support or that is  otherwise  its legal  liability  or which are secured by any
assets or property of such Person and all  obligations  to  purchase,  redeem or
acquire any third party Equity Interests;  (e) any and all deferrals,  renewals,
extensions,  refinancing  and  refundings  (whether  direct or indirect)  of, or
amendments, modifications or supplements to, any liability of the kind described
in any of the  preceding  clauses  (a),  (b),  (c) or (d),  or this  clause (e),
whether or not between or among the same parties; and (f) all Disqualified Stock
of such Person (measured at the greater of its voluntary or involuntary  maximum
fixed repurchase price plus accrued and unpaid  dividends);  provided,  that any
indebtedness  which  has been  defeased  in  accordance  with  GAAP or  defeased
pursuant  to the  deposit  of  cash or  Governmental  Securities  (in an  amount
sufficient  to  satisfy  all  such  indebtedness   obligations  at  maturity  or
redemption, as applicable,  and all payments of interest and premium, if any) in
a trust or account  created or pledged  for the sole  benefit of the  holders of
such indebtedness, and subject to no other Liens, and the other applicable terms
of  the   instrument   governing   such   indebtedness,   shall  not  constitute
"Indebtedness." The amount of any Indebtedness  outstanding as of any date shall
be (1) the accreted value thereof,  in the case of any Indebtedness  issued with
original  issue  discount  but the  accretion  of  original  issue  discount  in
accordance with the original terms of Indebtedness issued with an original issue
discount will not be deemed to be an  incurrence;  and (2) the principal  amount
thereof,  together with any interest thereon that is more than 30 days past due,
in the  case  of any  other  Indebtedness.  For  purposes  of  this  definition,
Indebtedness  shall not  include  any amounts  representing  contributions  from
investors  in the  investor  group  led by Apollo  Management  in  exchange  for
Convertible Preferred Stock issued on September 26, 2000.

                                       10
<PAGE>

     "Indenture"  means this Indenture,  as amended or supplemented from time to
time in accordance with Article IX hereof.

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

     "Initial Notes" means $175.0 million in aggregate principal amount of Notes
issued under this Indenture on the date hereof.

     "Initial  Purchasers" means Credit Suisse First Boston  Corporation,  First
Union  Securities,  Inc.,  Bear,  Stearns & Co. Inc. and Lehman Brothers Inc. as
representatives,  and the  other  purchasers  of the  Initial  Notes on the date
hereof.

     "Institutional  Accredited Investor" means an "accredited  investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

     "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,  including  Guarantees of  Indebtedness  or other  obligations,
advances  or capital  contributions,  excluding  commission,  travel and similar
advances to officers  and  employees  made in the  ordinary  course of business,
purchases  or other  acquisitions  for  consideration  of  Indebtedness,  Equity
Interests  or other  securities,  together  with all items  that are or would be
classified as investments  on a balance sheet prepared in accordance  with GAAP.
If the Company or any Restricted  Subsidiary sells or otherwise  disposes of any
Equity  Interests  of any direct or indirect  Restricted  Subsidiary  such that,
after giving effect to any such sale or disposition,  such Person is no longer a
Restricted Subsidiary, the Company 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  Restricted  Subsidiary  not sold or disposed of in an
amount determined as provided in the penultimate paragraph of Section 4.7.

     "Issue Date" means December 7, 2001.

     "Legal  Holiday"  means a  Saturday,  a Sunday  or a day on  which  banking
institutions  in the City of New York or at a place of payment are authorized by
law,  regulation  or executive  order to remain  closed.  If a payment date is a
Legal  Holiday at a place of  payment,  payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

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

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

                                       11
<PAGE>

     "Liquidated  Damages" means all  liquidated  damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

     "Net Income"  means,  with respect to any Person,  the net income (loss) of
such Person and its Restricted Subsidiaries,  determined in accordance with GAAP
and before any  reduction in respect of preferred  stock  dividends,  excluding,
however (1) any gain,  but not loss,  together  with any related  provision  for
taxes on such gain,  but not loss,  realized  in  connection  with (a) any Asset
Sale;  or (b) the  disposition  of any  securities  by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person
or any of its Restricted  Subsidiaries;  and (2) any extraordinary gain, but not
loss,  together with any related provision for taxes on such extraordinary gain,
but not loss.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its  Restricted  Subsidiaries  in respect  of any Asset Sale  (including,
without limitation,  any cash received upon the sale or other disposition of any
non-cash  consideration received in any Asset Sale), net of (i) the direct costs
relating to such Asset Sale (including,  without limitation,  legal,  accounting
and investment banking fees, and sales commissions) and any relocation  expenses
incurred as a result thereof, taxes paid or payable as a result thereof, in each
case after taking into account any available  tax credits or deductions  and any
tax  sharing  arrangements,  and (ii)  amounts  required  to be  applied  to the
repayment of  Indebtedness,  other than Senior Debt,  Indebtedness  secured by a
Lien on the  asset or  assets  that  were the  subject  of such  Asset  Sale and
appropriate amounts to be provided by the Company or any Restricted  Subsidiary,
as the case may be, as a reserve  required in  accordance  with GAAP against any
liabilities  associated  with such Asset Sale and retained by the Company or any
Restricted  Subsidiary,  as the case may be,  after such Asset Sale,  including,
without  limitation,  pension  and other  post-employment  benefit  liabilities,
liabilities   related  to  environmental   matters  and  liabilities  under  any
indemnification obligations associated with such Asset Sale.

     "Non-Recourse  Debt" means Indebtedness (1) as to which neither the Company
nor any of its Restricted  Subsidiaries (a) provides credit support of any kind,
including  any  undertaking,  agreement  or  instrument  that  would  constitute
Indebtedness,  (b) is directly or indirectly liable as a guarantor or otherwise,
or (c) constitutes the lender;  (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 Indebtedness, other than the Notes, of the Company or any of
its Restricted  Subsidiaries to declare a default on such other  Indebtedness or
cause the  payment  thereof to be  accelerated  or  payable  prior to its stated
maturity;  and (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 Company or any of
its Restricted Subsidiaries.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Note Guarantee" means a Guarantee on the terms set forth in this Indenture
by a Guarantor of the Company's obligations with respect to the Notes.

     "Notes" has the meaning assigned to it in the preamble to this Indenture.

                                       12
<PAGE>

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

     "Offering"  means the offering of the Notes by the Company  pursuant to the
Offering Circular.

     "Offering  Circular"  means the  offering  circular of the  Company,  dated
December 4, 2001, relating to the Initial Notes.

     "Officer" means the Chief Executive Officer,  the Chief Operations Officer,
the Chief Financial Officer or the Chief Technology Officer of the Company.

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board,  the  President or Vice  President,  and by the  Treasurer,  an Assistant
Treasurer,  the  Secretary,  or an  Assistant  Secretary  and  delivered  to the
Trustee.

     "Operating  Cash  Flow"  means,  for  any  fiscal  quarter,  the  Company's
Consolidated  Net Income (Loss),  plus (to the extent deducted from net revenues
in determining  Consolidated Net Income (Loss) for such period),  the sum of (i)
depreciation,  amortization  and other non-cash  charges in respect  thereof for
such fiscal quarter,  and (ii) all amounts deducted in calculating  Consolidated
Net Income (Loss) for such fiscal  quarter in respect of  Consolidated  Interest
Expense,  and all income  taxes,  whether or not  deferred,  applicable  to such
income  period,  all as determined on a  consolidated  basis in accordance  with
GAAP,  less the amount of all cash  payments  made by the  Company or any of its
Restricted Subsidiaries during such period to the extent such payments relate to
non-cash  charges that were added back in  determining  Operating  Cash Flow for
such period or any prior period;  provided, that consolidated income tax expense
and depreciation and amortization of a Restricted Subsidiary that is less than a
Wholly-Owned Subsidiary shall only be added to the extent of the equity interest
of the  Company in such  Restricted  Subsidiary.  For  purposes  of  calculating
Operating Cash Flow for the fiscal  quarter or quarters most recently  completed
for which financial statements are publicly available prior to any date on which
an action  is taken  that  requires  a  calculation  of  Operating  Cash Flow to
Consolidated Interest Expense Ratio or Consolidated Debt to Annualized Operating
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)  shall be  deemed  to have  been a
Restricted  Subsidiary at all times during such fiscal quarter or quarters,  (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)  shall be deemed  not to have  been a  Restricted
Subsidiary  at any time during such  fiscal  quarter or quarters  and (3) if the
Company  or  any  Restricted  Subsidiary  shall  have  in  any  manner  acquired
(including  through  commencement  of  activities  constituting  such  operating
business) or disposed of (including  through  termination or  discontinuance  of
activities  constituting such operating  business) any operating business during
or  subsequent  to  the  most  recently  completed  two  fiscal  quarters,  such
calculation  will be made on a pro  forma  basis  (to the  extent  permitted  by
Regulation S-X) on the assumption that such  acquisition or disposition had been
completed on the first day of the first of such completed fiscal quarter.

                                       13
<PAGE>

     "Opinion of Counsel"  means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Sections 10.4 and 10.5
hereof.  The  counsel  may be an  employee  of or  counsel to the  Company,  any
Subsidiary of the Company or the Trustee.

     "Participant"   means,  with  respect  to  the  Depositary,   Euroclear  or
Clearstream,  a Person  who has an account  with the  Depositary,  Euroclear  or
Clearstream,  respectively,  and, with respect to the Depository  Trust Company,
shall include Euroclear and Clearstream.

     "Permitted   Business"  means  the  business   primarily  involved  in  the
ownership,  design,  construction,   development,   acquisition,   installation,
integration,  management  and/or provision of  Telecommunications  Assets or any
business or activity reasonably related or ancillary thereto, including, without
limitation,  any business conducted by the Company or any Restricted  Subsidiary
of the Company on the Issue Date.

     "Permitted Indebtedness" is defined in Section 4.9(b).

     "Permitted  Investments"  means  (1) any  Investment  by the  Company  in a
Wholly-Owned  Restricted Subsidiary of the Company that is a Guarantor;  (2) any
Investment  in  Cash  Equivalents;  (3) any  Investment  by the  Company  or any
Restricted  Subsidiary  of the  Company  in a  Person,  if as a result  of or in
connection   with  such  Investment  (a)  such  Person  becomes  a  Wholly-Owned
Restricted Subsidiary of the Company that is a Guarantor;  or (b) such Person is
merged,  consolidated  or  amalgamated  with or into,  or  transfers  or conveys
substantially  all of its assets to, or is  liquidated  into,  the  Company or a
Wholly-Owned  Restricted Subsidiary of the Company that is a Guarantor;  (4) any
Investment  made as a result of the  receipt of non-cash  consideration  from an
Asset Sale that was made  pursuant to and in compliance  with Section 4.10;  (5)
any  acquisition  of  assets  solely  in  exchange  for the  issuance  of Equity
Interests of the Company,  other than Disqualified  Stock; (6) Investments,  the
payment of which  consists  only of Equity  Interests,  other than  Disqualified
Stock;  and (7) other  Investments in any Person having an aggregate Fair Market
Value,  measured on the date each such  Investment  was made and without  giving
effect to  subsequent  changes  in value,  when  taken  together  with all other
Investments made pursuant to this clause (7) since the Issue Date, not to exceed
$50.0 million.

     "Permitted Junior Securities" means, with respect to any Guarantor,  Equity
Interests  in such  Guarantor or its  Subsidiaries  or debt  securities  of such
Guarantor or its  Subsidiaries  that are subordinated to all Senior Debt of such
Guarantor (and any debt  securities  issued in exchange for such Senior Debt) to
substantially  the  same  extent  as,  or to a  greater  extent  than,  the Note
Guarantees are subordinate to such Senior Debt.

     "Permitted  Liens"  means (1) Liens on the  assets of the  Company  and any
Guarantor  securing  Indebtedness and other  Obligations under Credit Facilities
that were permitted by the terms of this Indenture to be incurred;  (2) Liens in
favor of the  Company  or the  Guarantors;  (3)  Liens on  property  of a Person
existing at the time such Person is merged with or into or consolidated with the
Company or any Restricted Subsidiary; provided that such Liens were in existence
prior to the  contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or  consolidated  with the
Company or the Restricted Subsidiary; (4) Liens on property existing at the time


                                       14
<PAGE>

of  acquisition  thereof by the  Company  or any  Restricted  Subsidiary  of the
Company,  provided that such Liens were in existence prior to the  contemplation
of such  acquisition;  (5) Liens and deposits made to secure the  performance of
statutory  obligations,  surety  or  appeal  bonds,  performance  bonds or other
obligations of a like nature  incurred in the ordinary  course of business;  (6)
Liens to secure  Purchase  Money  Indebtedness  and Capital  Lease  Obligations,
permitted by Section  4.9(b)(iv)  covering  only the assets  acquired  with such
Purchase Money Indebtedness and Capital Lease Obligations; (7) Liens existing on
the Issue Date;  (8) Liens on assets of Guarantors to secure Senior Debt of such
Guarantor  that was  permitted by the  Indenture  to be incurred;  (9) Liens for
taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being  contested in good faith by appropriate  proceedings  promptly
instituted  and  diligently  concluded,  provided  that  any  reserve  or  other
appropriate  provision as shall be required in  conformity  with GAAP shall have
been made therefor;  and (10) Liens incurred in the ordinary  course of business
of the  Company or any  Restricted  Subsidiary  of the Company  with  respect to
obligations that do not exceed $5.0 million at any one time outstanding.

     "Permitted Refinancing  Indebtedness" means any Indebtedness of the Company
or any of its  Restricted  Subsidiaries  issued  in  exchange  for,  or the  net
proceeds  of which are used to extend,  refinance,  renew,  replace,  defease or
refund other Indebtedness of the Company or any of its Restricted  Subsidiaries,
other than intercompany Indebtedness; provided that (1) the principal amount, or
accreted value, if applicable,  of such Permitted Refinancing  Indebtedness does
not exceed the principal  amount of, or accreted value, if applicable,  plus the
amount of any premium  required to be paid in connection  with such  refinancing
pursuant  to the  terms of the  Indebtedness  refinanced  or the  amount  of any
premium  reasonably  determined by the Company as necessary to  accomplish  such
refinancing, plus accrued interest on, the Indebtedness so extended, refinanced,
renewed, replaced,  defeased or refunded, plus the amount of reasonable expenses
incurred in connection therewith;  (2) such Permitted  Refinancing  Indebtedness
has a final  maturity  date  later  than the final  maturity  date of, and has a
Weighted  Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity  of, the  Indebtedness  being  extended,  refinanced,  renewed,
replaced,  defeased  or  refunded;  (3)  if  the  Indebtedness  being  extended,
refinanced,  renewed, replaced, defeased or refunded is subordinated in right of
payment  to the  Notes,  such  Permitted  Refinancing  Indebtedness  has a final
maturity  date later than the final  maturity  date of, and is  subordinated  in
right of payment to, the Notes on terms at least as  favorable to the Holders of
Notes as those contained in the documentation  governing the Indebtedness  being
extended,  refinanced,  renewed,  replaced,  defeased or refunded;  and (4) such
Indebtedness is incurred  either by the Company or by its Restricted  Subsidiary
who is the obligor on the  Indebtedness  being  extended,  refinanced,  renewed,
replaced, defeased or refunded.

     "Permitted  Tower  Sale  and  Leaseback  Transactions"  means  the sale and
leaseback  transactions  contemplated by the Tower Sale and Leaseback  Agreement
between  Horizon  Personal  Communications,  Inc.  and SBA and  Tower  Sale  and
Leaseback Agreement between Bright Personal Communications Services, LLC and SBA
and other tower sale and leaseback  transactions  entered into by the Company or
any of its  Restricted  Subsidiaries  in the  ordinary  course of  business  and
consistent with past practice.

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

                                       15
<PAGE>

     "Pledge and Escrow Agreement" means the Pledge and Escrow Agreement,  dated
as of December 7, 2001 by and among the Company, the Guarantors, the Trustee and
the Escrow Agent.

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

     "Principals"  means Horizon Telcom,  Inc., members of the McKell family and
Apollo Management.

     "Private  Placement Legend" means the legend set forth in Section 2.6(g)(i)
to be placed on all Notes issued  under this  Indenture  except where  otherwise
permitted by the provisions of this Indenture.

     "Property" means,  with respect to any Person,  any interest of such Person
in any kind of property or asset,  whether real,  personal or mixed, or tangible
or intangible,  including  Capital Stock in, and other  securities of, any other
Person. For purposes of any calculation required pursuant to this Indenture, the
value of any Property shall be its Fair Market Value.

     "Purchase Money  Indebtedness" of any Person means any Indebtedness of such
Person to any seller or other Person  incurred solely to finance the acquisition
(including in the case of a Capital Lease Obligation, the lease),  construction,
installation  or improvement of any acquired real or personal  property which is
incurred within 90 days following such acquisition,  construction,  installation
or improvement and is secured only by the assets so financed.

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

     "Qualified  Receivables" means, at any time, net Receivables of the Company
and its  Restricted  Subsidiaries,  as  evidenced  on the most recent  quarterly
consolidated balance sheet of the Company as at a date at least 45 days prior to
such time,  arising in the ordinary  course of business of the Company or any of
its Restricted Subsidiaries.

     "Rating  Organization"  means  Standard & Poor's  Ratings Group and Moody's
Investors Service, Inc. and their successors.

     "Receivables" means receivables,  chattel paper, instruments,  documents or
intangibles evidencing or relating to the right of payment of money and proceeds
and products thereof in each case generated in the ordinary course of business.

     "Receivables  Facility" means one or more receivables financing facilities,
as  amended  from  time to time,  pursuant  to which the  Company  or any of its
Restricted   Subsidiaries  sells  their  accounts   receivable  to  an  Accounts
Receivable 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.

                                       16
<PAGE>

     "Registration  Rights  Agreement" means the Registration  Rights Agreement,
dated as of December 7, 2001, by and among the Company,  the  Guarantors and the
Initial Purchasers,  as such agreement may be amended,  modified or supplemented
from time to time.

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

     "Regulation S Global Note" means a Global Note in substantially the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited  with or on behalf of and registered in the name of the Depositary
or its nominee.

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

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

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

     "Restricted  Investment"  means  any  Investment  that  is not a  Permitted
Investment.

     "Restricted  Period"  means the  40-day  restricted  period as  defined  in
Regulation S.

     "Restricted  Subsidiary"  of a Person means any  Subsidiary of the referent
Person that is not an  Unrestricted  Subsidiary.  Unless the  context  otherwise
requires, a Restricted  Subsidiary means a Subsidiary of the Company that is not
an Unrestricted Subsidiary. In addition, unless consented to by the Holders of a
majority   in   aggregate   principal   amount   of  Notes,   Horizon   Personal
Communications,  Inc. and Bright Personal Communications  Services, LLC shall at
all times be Restricted Subsidiaries.

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

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

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

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

     "Sale and Leaseback  Transaction"  of any Person means an arrangement  with
any lender or investor or to which such lender or investor is a party  providing
for the leasing by such Person of any property or asset of such Person which has


                                       17
<PAGE>

been or is being sold or transferred by such Person more than 365 days after the
acquisition  thereof  or the  completion  of  construction  or  commencement  of
operation thereof to such lender or investor or to any Person to whom funds have
been or are to be advanced  by such  lender or investor on the  security of such
property or asset.  The stated  maturity of such  arrangement is the date of the
last payment of rent or any other amount due under such arrangement prior to the
first date on which such  arrangement  may be terminated  by the lessee  without
payment of a penalty.

     "SEC" means the Securities and Exchange Commission.

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

     "Senior  Debt"  means  (1)  all  Indebtedness   outstanding   under  Credit
Facilities  and  all  Hedging  Obligations  with  respect  thereto;  and (2) all
Obligations   with  respect  to  items  listed  in  the  preceding  clause  (1).
Notwithstanding anything to the contrary in the preceding,  Senior Debt will not
include:  (1) any  liability  for federal,  state,  local or other taxes owed or
owing  by  the  Company;  (2)  any  Indebtedness  of the  Company  to any of its
Subsidiaries  or  other  Affiliates;   (3)  any  trade  payables;   or  (4)  any
Indebtedness that is incurred in violation of this Indenture.

     "Senior Discount Notes" means the Company's outstanding 14% Senior Discount
Notes due 2010  originally  issued  September 26, 2000,  and the notes issued in
exchange  therefore  pursuant to a  registration  rights  agreement  dated as of
September  26,  2000  between  the  Company,  the  Guarantors  and  the  initial
purchasers party thereto.

     "Senior  Financing"  means the Credit  Agreement  dated as of September 26,
2000 by and among  Horizon  Personal  Communications,  Inc. and Bright  Personal
Communications,  LLC, as borrowers, the Company and certain of its Subsidiaries,
as guarantors,  First Union National Bank, as administrative agent, WestDeutsche
Landesbank  Girozentrale,  as  syndication  agent and arranger,  Fortis  Capital
Corp.,  as  documentation  agent,  First Union  Securities,  Inc.,  as sole lead
arranger and sole book runner,  and the lenders  named  therein,  as such may be
amended, restated,  modified, renewed, refunded,  replaced, increased (as may be
permitted  by this  Indenture)  or  refinanced  in whole or in part from time to
time.

     "Series A Preferred  Stock"  means the series of  Preferred  Capital  Stock
designated  as  Series  A  Preferred  Stock  of  the  Company  pursuant  to  its
Certificate of Incorporation filed with the Delaware Secretary of State.

     "Series A-1  Preferred  Stock" means the series of Preferred  Capital Stock
designated  as  Series  A-1  Preferred  Stock  of the  Company  pursuant  to its
Certificate of Incorporation filed with the Delaware Secretary of State.

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

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

                                       18
<PAGE>

     "Sprint  Agreements" means (1) the Management  Agreement between SprintCom,
Inc. and Horizon  Personal  Communications,  Inc. and the  Management  Agreement
between  SprintCom,  Inc. and Bright Personal  Communications,  LLC, dated as of
June 8, 1998 and October 13, 1999, respectively,  and any exhibits, schedules or
addendum  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  Horizon   Personal
Communications,  Inc.  and the  Sprint PCS  Services  Agreement  between  Sprint
Spectrum L.P. and Bright Personal Communications,  LLC, dated as of June 8, 1998
and October 13,  1999,  respectively,  and any  exhibits,  schedules or addendum
thereto,  as such agreements may be amended,  modified or supplemented from time
to time;  (3) the Sprint  Trademark and Service Mark License  Agreement  between
Sprint Communications  Company, L.P. and Horizon Personal  Communications,  Inc.
and the Sprint  Trademark  and Service Mark  License  Agreement  between  Sprint
Communications Company, L.P. and Bright Personal  Communications,  LLC, dated as
of June 8, 1998 and October 13, 1999, respectively,  and any exhibits, schedules
or addendum thereto, as such agreements may be amended, modified or supplemented
from time to time (collectively,  the "Trademark Agreement"); and (4) the Sprint
Trademark and Service mark License  Agreement  between Sprint  Spectrum L.P. and
Horizon Personal Communications,  Inc. and the Sprint Trademark and Service mark
License   Agreement   between   Sprint   Spectrum   L.P.  and  Bright   Personal
Communications, LLC, dated as of June 8, 1998 and October 13, 1999 respectively,
and any  exhibits,  schedules or addendum  thereto,  as such  agreements  may be
amended, modified or supplemented from time to time (collectively, the "Spectrum
Trademark Agreement").

     "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  Affiliates of Sprint  Spectrum
L.P., 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 Company,  Horizon Personal  Communications,
Inc.  and  Bright  Personal  Communications  Services,  LLC) and  whose  primary
business is either being a Sprint PCS Affiliate and/or holding the Capital Stock
of one or more Sprint PCS Affiliates.

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

     "Subsidiary"  means,  with  respect  to  a  Person,  (a)  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 (b) any  partnership  (i) the sole general  partner or the managing
general  partner of which is such Person or a Subsidiary  of such Person or (ii)
the only general  partners of which are such Person or one or more  Subsidiaries
of such Person (or any combination thereof).

                                       19
<PAGE>

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA.

     "Telecommunications  Assets" means,  with respect to any Person,  any asset
that is  utilized  by such  Person,  directly  or  indirectly,  for the  design,
development, construction,  installation,  integration, operation, management or
provision  of  wireless  telecommunications  equipment,  inventory,  technology,
systems and/or services.  Telecommunications  Assets shall include stock,  joint
venture or partnership interests of an entity where substantially all the assets
of the entity consist of Telecommunications Assets.

     "Total Invested  Capital" means at any time of  determination,  the sum of,
without  duplication,  (i) the total amount of equity contributed to the Company
or any Restricted  Subsidiary as of the Issue Date, plus (ii) the sum of (x) the
aggregate net cash proceeds  received by the Company from capital  contributions
or any other  issuance or sale of Capital Stock (other than  Disqualified  Stock
but  including   Capital  Stock  issued  upon  the   conversion  of  convertible
Indebtedness  or from the  exercise of  options,  warrants or rights to purchase
Capital Stock (other than  Disqualified  Stock)),  subsequent to the Issue Date,
other than to a Restricted Subsidiary,  and (y) in the case of any consolidation
or merger of the Company with or into another Sprint PCS Affiliate  (including a
Wholly-Owned  Subsidiary  or  Sprint  PCS  Affiliate  Parent  of  a  Sprint  PCS
Affiliate),  the  aggregate  net  cash  proceeds  received  by such  Sprint  PCS
Affiliate  from capital  contributions  or any other issuance or sale of Capital
Stock (other than Disqualified Stock but including Capital Stock issued upon the
conversion of convertible Indebtedness 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  Investment  made  after  the  Issue  Date and
constituting  a  Restricted  Payment in an amount equal to the lesser of (a) the
return of capital with respect to such  Investment and (b) the initial amount of
such  Investment,  in  either  case,  less the cost of the  disposition  of such
Investment,  plus (iv) an amount equal to the Consolidated net Investment (as of
the date of determination) the Company and/or any of its Restricted Subsidiaries
has  made  in  any  Subsidiary  that  has  been  designated  as an  Unrestricted
Subsidiary  after  the  Issue  Date  upon  its  redesignation  as  a  Restricted
Subsidiary in accordance with Section 4.20, plus (v)  Consolidated  Debt,  minus
(vi) the sum of (x) the aggregate amount of all Restricted  Payments declared or
made on or after  the  Issue  Date and (y) in the case of any  consolidation  or
merger of the Company with or into another Sprint PCS  Affiliate,  the aggregate
amount of all payments which, if such other Sprint PCS Affiliate,  were 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.

     "Trustee" means the party named as such above until a successor replaces it
in accordance  with the  applicable  provisions of this Indenture and thereafter
means the successor serving hereunder.

                                       20
<PAGE>

     "Unrestricted  Global Note" means a permanent  Global Note in substantially
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the  "Schedule  of  Exchanges  of  Interests  in the Global  Note"  attached
thereto,  and that is deposited  with or on behalf of and registered in the name
of the  Depositary,  representing a series of Notes that do not bear the Private
Placement Legend.

     "Unrestricted  Definitive  Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted  Subsidiary"  means  any  Subsidiary  of  the  Company  or  a
Guarantor  that is  designated  by the  Board of  Directors  as an  Unrestricted
Subsidiary  pursuant  to a Board  Resolution,  but only to the extent  that such
Subsidiary  (1) has no  Indebtedness  other than  Non-Recourse  Debt; (2) is not
party to any agreement,  contract, arrangement or understanding with the Company
or any  Restricted  Subsidiary  of the  Company  unless  the  terms  of any such
agreement,  contract,  arrangement or understanding are no less favorable to the
Company or such  Restricted  Subsidiary than those that might be obtained at the
time from Persons who are not  Affiliates  of the Company;  (3) is a Person with
respect to which neither the Company nor any of its Restricted  Subsidiaries has
any  direct or  indirect  obligation  (a) to  subscribe  for  additional  Equity
Interests or (b) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results;  (4) has
not guaranteed or otherwise  directly or indirectly  provided credit support for
any Indebtedness of the Company or any of its Restricted  Subsidiaries;  and (5)
has at least one  director on its board of  directors  that is not a director or
executive  officer of the Company or any of its Restricted  Subsidiaries and has
at least one  executive  officer that is not a director or executive  officer of
the  Company  or  any of  its  Restricted  Subsidiaries.  Any  designation  of a
Subsidiary of the Company or a Guarantor as an Unrestricted  Subsidiary shall be
evidenced  to the Trustee by filing  with the  Trustee a  certified  copy of the
Board Resolution making such designation and an Officers' Certificate certifying
that such designation  complied with the preceding  conditions and was permitted
by Section 4.7. If, at any time, any Unrestricted  Subsidiary would fail to meet
the preceding  requirements as an Unrestricted  Subsidiary,  it shall thereafter
cease to be an  Unrestricted  Subsidiary  for purposes of this Indenture and any
Indebtedness of such  Subsidiary  shall be deemed to be incurred by a Restricted
Subsidiary  of the  Company  as of such date and,  if such  Indebtedness  is not
permitted to be incurred as of such date under Section 4.9, the Company shall be
in Default of such  covenant.  The Board of Directors may at any time  designate
any Unrestricted  Subsidiary to be a Restricted  Subsidiary;  provided that such
designation  shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding  Indebtedness of such  Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is  permitted  under  Section  4.9  calculated  on a pro forma  basis as if such
designation had occurred at the beginning of the four-quarter  reference period;
and (2) no Default  or Event of Default  would be in  existence  following  such
designation.

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

     "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 or other governing body of such Person.

                                       21
<PAGE>

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
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 Indebtedness.

     "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.

     "Wholly-Owned  Subsidiary"  of any Person means a 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 Subsidiaries of such Person.

Section 1.2 Other Definitions.
                                                                  Defined in
         Term                                                       Section
         ----                                                     ----------
         "Affiliate Transaction"  ......................................4.11
         "Asset Sale Offer".............................................4.10
         "Authentication Order".........................................2.2
         "Change of Control Offer"......................................4.14
         "Change of Control Payment"....................................4.14
         "Change of Control Payment Date" ..............................4.14
         "Covenant Defeasance"..........................................8.3
         "DTC"..........................................................2.3
         "Event of Default".............................................6.1
         "Excess Proceeds"..............................................4.10
         "Legal Defeasance" ............................................8.2
         "Offer Amount".................................................3.9
         "Offer Period".................................................3.9
         "Paying Agent".................................................2.3
         "Payment Blockage Notice"......................................11.3
         "Payment Default"..............................................6.1
         "Permitted Indebtedness".......................................4.9
         "Purchase Date"................................................3.9
         "Registrar"....................................................2.3
         "Representative"...............................................11.3
         "Repurchase Offer".............................................3.9
         "Restricted Payments"..........................................4.7
         "Surviving Entity".............................................5.1

                                       22
<PAGE>

Section 1.3 Incorporation by Reference of Trust Indenture Act.

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

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

          "indenture securities" means the Notes;

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

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional  trustee" means the Trustee; and
          "obligor"  on the Notes means the Company  and any  successor  obligor
          upon the Notes.

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

Section 1.4 Rules of Construction.

     (a) Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

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

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

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

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

                                       23
<PAGE>

                                   ARTICLE II.

                                    THE NOTES

Section 2.1 Form and Dating.

     (a) General.  The Notes and the  Trustee's  certificate  of  authentication
shall be  substantially  in the form of  Exhibit  A  hereto.  The Notes may have
notations,  legends or  endorsements  required by law,  stock  exchange  rule or
usage. Each Note shall be dated the date of its authentication.  The Notes shall
be in  denominations  of $1,000 and integral  multiples  thereof.  The terms and
provisions  contained in the Notes shall  constitute,  and are hereby  expressly
made,  a part of this  Indenture  and the  Company  and the  Trustee,  by  their
execution  and  delivery of this  Indenture,  expressly  agree to such terms and
provisions and to be bound thereby.  However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture,  the provisions of
this Indenture shall govern and be controlling.

     (b) Form of Notes.  Notes issued in global form shall be  substantially  in
the form of Exhibit A attached hereto  (including the Global Note Legend thereon
and the  "Schedule  of  Exchanges  of  Interests  in the Global  Note"  attached
thereto).  Notes issued in definitive form shall be substantially in the form of
Exhibit A attached  hereto  (but  without  the Global  Note  Legend  thereon and
without the  "Schedule of  Exchanges  of Interests in the Global Note"  attached
thereto). Each Global Note shall represent such portion of the outstanding Notes
as shall be specified therein and each shall provide that it shall represent the
aggregate  principal  amount of  outstanding  Notes  from time to time  endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby  may from time to time be  reduced  or  increased,  as  appropriate,  to
reflect  exchanges and redemptions.  Any endorsement of a Global Note to reflect
the amount of any  increase  or decrease in the  aggregate  principal  amount of
outstanding  Notes  represented  thereby  shall  be made by the  Trustee  or the
Custodian,  at the  direction of the Trustee,  in accordance  with  instructions
given by the Holder thereof as required by Section 2.6 hereof.

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

Section 2.2 Execution and Authentication.

     (a) One Officer shall sign the Notes for the Company by manual or facsimile
signature.  The  Company's  seal may be  reproduced  on the  Notes and may be in
facsimile form.

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

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

                                       24
<PAGE>

     (d) The Trustee  shall,  upon a written  order of the Company  signed by at
least one Officer (an "Authentication  Order"),  authenticate Notes for original
issue up to the aggregate  principal  amount stated in paragraph 4 of the Notes.
The aggregate  principal amount of Notes  outstanding at any time may not exceed
such amount except as provided in Section 2.7 hereof.

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

Section 2.3 Registrar and Paying Agent.

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

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

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

Section 2.4 Paying Agent to Hold Money in Trust.

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



                                       25
<PAGE>

Section 2.5 Holder 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
all Holders and shall  otherwise  comply with TIA ss. 312(a).  If the Trustee is
not the  Registrar,  the  Company  shall  furnish to the  Trustee at least seven
Business Days before each  interest  payment date and at such other times as the
Trustee may request in writing,  a list in such form and as of such date or such
shorter time as the Trustee may allow, as the Trustee may reasonably  require of
the names and addresses of the Holders of Notes and the Company shall  otherwise
comply with TIA ss. 312(a).

Section 2.6 Transfer and Exchange.

     (a)  Transfer  and  Exchange  of  Global  Notes.  A Global  Note may not be
transferred as a whole except by the Depositary to a nominee of the  Depositary,
by a nominee of the  Depositary to the  Depositary or to another  nominee of the
Depositary,  or by the Depositary or any such nominee to a successor  Depositary
or a nominee of such successor  Depositary.  All Global Notes shall be exchanged
by the Company for Definitive  Notes if (i) the Company  delivers to the Trustee
notice from the Depositary  that it is unwilling or unable to continue to act as
Depositary  or that it is no  longer a  clearing  agency  registered  under  the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary or (ii)
the Company in its sole  discretion  determines  that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice  to such  effect to the  Trustee.  Upon the  occurrence  of either of the
preceding events in (i) or (ii) above,  Definitive Notes shall be issued in such
names as the  Depositary  shall  instruct the Trustee.  Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof,  pursuant to this Section 2.6 or Section 2.7
or 2.10 hereof,  shall be authenticated  and delivered in the form of, and shall
be, a Global  Note.  A Global Note may not be  exchanged  for another Note other
than as provided in this  Section  2.6(a),  although  beneficial  interests in a
Global Note may be transferred and exchanged as provided in Section 2.6(b),  (c)
or (d) hereof.

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

          (i)  Transfer  of  Beneficial  Interests  in  the  Same  Global  Note.
     Beneficial  interests in any  Restricted  Global Note may be transferred to
     Persons who take delivery  thereof in the form of a beneficial  interest in
     the  same   Restricted   Global  Note  in  accordance   with  the  transfer
     restrictions set forth in the Private Placement Legend; provided,  however,
     that  prior  to the  expiration  of the  Restricted  Period,  transfers  of
     beneficial  interests in the  Regulation S Global Note may not be made to a
     U.S.  Person or for the account or benefit of a U.S. Person (other than the
     Initial  Purchasers).  Beneficial interests in any Unrestricted Global Note
     may be  transferred  to Persons who take delivery  thereof in the form of a


                                       26
<PAGE>

     beneficial  interest in an  Unrestricted  Global Note. No written orders or
     instructions  shall be required to be delivered to the  Registrar to effect
     the transfers described in this Section 2.6(b)(i).

          (ii) All Other  Transfers  and  Exchanges of  Beneficial  Interests in
     Global Notes.  In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section  2.6(b)(i)  above, the transferor
     of such beneficial  interest must deliver to the Registrar either (A) (1) a
     written order from a Participant  or an Indirect  Participant  given to the
     Depositary  in  accordance  with the  Applicable  Procedures  directing the
     Depositary  to credit or cause to be  credited  a  beneficial  interest  in
     another  Global Note in an amount  equal to the  beneficial  interest to be
     transferred or exchanged and (2) instructions  given in accordance with the
     Applicable  Procedures  containing  information  regarding the  Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant  or  an  Indirect   Participant  given  to  the  Depositary  in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be  issued  a  Definitive  Note in an  amount  equal  to the  beneficial
     interest to be transferred or exchanged and (2)  instructions  given by the
     Depositary to the Registrar containing  information regarding the Person in
     whose name such  Definitive Note shall be registered to effect the transfer
     or exchange  referred  to in (1) above.  Upon  consummation  of an Exchange
     Offer  by the  Company  in  accordance  with  Section  2.6(f)  hereof,  the
     requirements  of this  Section  2.6(b)(ii)  shall be  deemed  to have  been
     satisfied  upon receipt by the Registrar of the  instructions  contained in
     the  Letter of  Transmittal  delivered  by the  Holder  of such  beneficial
     interests in the Restricted  Global Notes.  Upon satisfaction of all of the
     requirements  for  transfer or exchange of  beneficial  interests in Global
     Notes  contained in this  Indenture  and the Notes or otherwise  applicable
     under the Securities Act, the Trustee shall adjust the principal  amount of
     the  relevant  Global  Note(s)  pursuant to Section  2.6(h)  hereof.

          (iii) Transfer of Beneficial  Interests to Another  Restricted  Global
     Note.  A  beneficial   interest  in  any  Restricted  Global  Note  may  be
     transferred  to a  Person  who  takes  delivery  thereof  in the  form of a
     beneficial  interest  in another  Restricted  Global  Note if the  transfer
     complies  with  the  requirements  of  Section  2.6(b)(ii)  above  and  the
     Registrar receives the following:

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

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

               (C) if the  transferee  shall  take  delivery  in the  form  of a
          beneficial  interest in the IAI Global Note,  then the transferor must
          deliver a certificate  in the form of Exhibit B hereto,  including the
          certifications in item (3) thereof.

                                       27
<PAGE>

          (iv)  Transfer  and Exchange of  Beneficial  Interests in a Restricted
     Global Note for  Beneficial  Interests in the  Unrestricted  Global Note. A
     beneficial  interest in any Restricted  Global Note may be exchanged by any
     holder thereof for a beneficial  interest in an Unrestricted Global Note or
     transferred  to a  Person  who  takes  delivery  thereof  in the  form of a
     beneficial  interest  in an  Unrestricted  Global  Note if the  exchange or
     transfer complies with the requirements of Section 2.6(b)(ii) above and:

               (A)  such  exchange  or  transfer  is  effected  pursuant  to the
          Exchange Offer in accordance with the  Registration  Rights  Agreement
          and the holder of the beneficial  interest to be  transferred,  in the
          case of an  exchange,  or the  transferee,  in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          broker-dealer,  (2) a Person  participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

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

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

               (D) the Registrar receives the following:

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

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

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

                                       28
<PAGE>

     If any such transfer is effected  pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted  Global Note has not yet been issued, the Company
shall issue and,  upon receipt of an  Authentication  Order in  accordance  with
Section 2.2 hereof,  the Trustee  shall  authenticate  one or more  Unrestricted
Global Notes in an aggregate  principal amount equal to the aggregate  principal
amount of beneficial  interests  transferred pursuant to subparagraph (B) or (D)
above.

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

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

          (i)  Beneficial  Interests in  Restricted  Global Notes to  Restricted
     Definitive Notes.  Restricted Global Notes and beneficial interests therein
     shall  be  exchangeable  for  Definitive  Notes if (i) the  Depositary  (x)
     notifies  the  Company  that it is  unwilling  or  unable  to  continue  as
     depositary for the Restricted  Global Notes and the Company thereupon fails
     to appoint a successor depositary or (y) has ceased to be a clearing agency
     registered  under  the  Exchange  Act and the  Company  fails to  appoint a
     successor, (ii) the Company, at its option, notifies the Trustee in writing
     that it elects to cause the issuance of the Definitive Notes or (iii) there
     shall have  occurred and be continuing a Default with respect to the Notes.
     In all cases,  Definitive  Notes  delivered in exchange for any  Restricted
     Global Note or  beneficial  interests  therein  shall be  registered in the
     names, and issued in any approved denominations,  requested by or on behalf
     of the Depositary (in accordance with the Applicable Procedures).

          In such event, the Trustee shall cause the Restricted  Global Notes to
     be canceled  accordingly  pursuant to Section 2.11 hereof,  and the Company
     shall execute and upon receipt of an Authentication Order the Trustee shall
     authenticate  and deliver to the Person  designated in the  instructions  a
     Definitive Note in the appropriate  principal  amount.  Any Definitive Note
     issued in exchange  for a beneficial  interest in a Restricted  Global Note
     pursuant to this Section  2.6(c) shall be  registered in such name or names
     and in such authorized  denomination or denominations as the holder of such
     beneficial interest shall instruct the Registrar through  instructions from
     the Depositary and the  Participant  or Indirect  Participant.  The Trustee
     shall  deliver  such  Definitive  Notes to the  Persons in whose names such
     Notes are so  registered.  Any  Definitive  Note issued in  exchange  for a
     beneficial  interest in a Restricted  Global Note  pursuant to this Section
     2.6(c)(i) shall bear the Private  Placement  Legend and shall be subject to
     all restrictions on transfer contained therein.

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

                                       29
<PAGE>

               (A)  such  exchange  or  transfer  is  effected  pursuant  to the
          Exchange Offer in accordance with the  Registration  Rights  Agreement
          and  the  holder  of  such  beneficial  interest,  in the  case  of an
          exchange, or the transferee,  in the case of a transfer,  certifies in
          the Letter of Transmittal  that it is not (1) a  broker-dealer,  (2) a
          Person  participating in the distribution of the Exchange Notes or (3)
          a Person who is an affiliate (as defined in Rule 144) of the Company;

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

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

               (D) the Registrar receives the following:

               (1) if the holder of such  beneficial  interest  in a  Restricted
          Global Note  proposes  to  exchange  such  beneficial  interest  for a
          Definitive  Note that does not bear the Private  Placement  Legend,  a
          certificate  from  such  holder  in the  form  of  Exhibit  C  hereto,
          including the certifications in item (1)(b) thereof; or

               (2) if the holder of such  beneficial  interest  in a  Restricted
          Global Note proposes to transfer such beneficial  interest to a Person
          who shall take delivery  thereof in the form of a Definitive Note that
          does not bear the Private  Placement  Legend,  a certificate from such
          holder in the form of Exhibit B hereto,  including the  certifications
          in item (4) thereof;

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

          (iii)   Beneficial   Interests   in   Unrestricted   Global  Notes  to
     Unrestricted  Definitive  Notes.  Unrestricted  Global Notes and beneficial
     interests  therein shall be  exchangeable  for Definitive  Notes if (i) the
     Depositary  (x)  notifies  the Company  that it is  unwilling  or unable to
     continue as depositary  for the  Unrestricted  Global Notes and the Company
     thereupon fails to appoint a successor depositary or (y) has ceased to be a
     clearing agency  registered under the Exchange Act and the Company fails to
     appoint a successor,  (ii) the Company, at its option, notifies the Trustee
     in writing that it elects to cause the issuance of the Definitive  Notes or
     (iii) there shall have occurred and be continuing a Default with respect to
     the Notes.  In all cases,  Definitive  Notes  delivered in exchange for any
     Unrestricted   Global  Note  or  beneficial   interests  therein  shall  be
     registered  in  the  names,  and  issued  in  any  approved  denominations,


                                       30
<PAGE>

     requested  by or on  behalf  of the  depositary  (in  accordance  with  the
     Applicable  Procedures).  In  such  event,  the  Trustee  shall  cause  the
     Unrestricted  Global Notes to be canceled  accordingly  pursuant to Section
     2.11  hereof,   and  the  Company  shall  execute  and  the  Trustee  shall
     authenticate  and deliver to the Person  designated in the  instructions  a
     Definitive Note in the appropriate  principal  amount.  Any Definitive Note
     issued in exchange  for a  beneficial  interest  pursuant  to this  Section
     2.6(c)(iii)  shall  be  registered  in  such  name  or  names  and in  such
     authorized  denomination or  denominations as the holder of such beneficial
     interest  shall  instruct  the  Registrar  through  instructions  from  the
     Depositary and the Participant or Indirect  Participant.  The Trustee shall
     deliver such Definitive  Notes to the Persons in whose names such Notes are
     so  registered.  Any  Definitive  Note issued in exchange  for a beneficial
     interest  pursuant to this Section  2.6(c)(iii)  shall not bear the Private
     Placement Legend.

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

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

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

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

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

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

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

                                       31
<PAGE>

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

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

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

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

               (A)  such  exchange  or  transfer  is  effected  pursuant  to the
          Exchange Offer in accordance with the  Registration  Rights  Agreement
          and the Holder, in the case of an exchange, or the transferee,  in the
          case of a transfer,  certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer,  (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

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

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

               (D) the Registrar receives the following:

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

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

                                       32
<PAGE>

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

     Upon  satisfaction  of the conditions of any of the  subparagraphs  in this
Section  2.6(d)(ii),  the Trustee shall cancel the Definitive Notes and increase
or cause to be increased  the  aggregate  principal  amount of the  Unrestricted
Global Note.

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

     If any such  exchange or transfer  from a  Definitive  Note to a beneficial
interest is effected pursuant to subparagraphs  (ii)(B),  (ii)(D) or (iii) above
at a time when an Unrestricted  Global Note has not yet been issued, the Company
shall issue and,  upon receipt of an  Authentication  Order in  accordance  with
Section 2.2 hereof,  the Trustee  shall  authenticate  one or more  Unrestricted
Global Notes in an aggregate  principal  amount equal to the principal amount of
Definitive Notes so transferred.

     (e) Transfer and Exchange of Definitive  Notes for Definitive  Notes.  Upon
request by a Holder of Definitive  Notes and such Holder's  compliance  with the
provisions of this Section 2.6(e),  the Registrar shall register the transfer or
exchange  of  Definitive  Notes.  Prior  to such  registration  of  transfer  or
exchange,  the requesting Holder shall present or surrender to the Registrar the
Definitive  Notes duly  endorsed  or  accompanied  by a written  instruction  of
transfer in form  satisfactory  to the Registrar duly executed by such Holder or
by his attorney,  duly authorized in writing. In addition, the requesting Holder
shall  provide any  additional  certifications,  documents and  information,  as
applicable,  required  pursuant  to the  following  provisions  of this  Section
2.6(e).

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

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

                                       33
<PAGE>

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

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

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

          (A) such  exchange or transfer  is effected  pursuant to the  Exchange
     Offer in accordance with the Registration  Rights Agreement and the Holder,
     in the case of an exchange,  or the transferee,  in the case of a transfer,
     certifies  in the  applicable  Letter of  Transmittal  that it is not (1) a
     broker-dealer,  (2) a  Person  participating  in  the  distribution  of the
     Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)
     of the Company;

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

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

          (D) the Registrar receives the following:

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

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

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

                                       34
<PAGE>

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

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the  Registration  Rights  Agreement,  the Company  shall  issue and,  upon
receipt of an  Authentication  Order in accordance with Section 2.2, the Trustee
shall  authenticate  (i) one or more  Unrestricted  Global Notes in an aggregate
principal  amount equal to the principal  amount of the beneficial  interests in
the  Restricted  Global Notes tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not broker-dealers,  (y)
they are not  participating in a distribution of the Exchange Notes and (z) they
are not  affiliates  (as defined in Rule 144) of the  Company,  and accepted for
exchange  in the  Exchange  Offer  and (ii)  Definitive  Notes  in an  aggregate
principal  amount equal to the  principal  amount of the  Restricted  Definitive
Notes  accepted  for  exchange  in the  Exchange  Offer.  Concurrently  with the
issuance of such Notes,  the Trustee shall cause the aggregate  principal amount
of the applicable  Restricted  Global Notes to be reduced  accordingly,  and the
Company  shall  execute and the Trustee  shall  authenticate  and deliver to the
Persons  designated  by the Holders of Definitive  Notes so accepted  Definitive
Notes in the appropriate principal amount.

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

          (i) Private Placement Legend.

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

     "THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE U.S.  SECURITIES ACT OF
1933,  AS AMENDED  (THE  "ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED,  SOLD,
PLEDGED OR  OTHERWISE  TRANSFERRED  WITHIN  THE UNITED  STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S.  PERSONS,  EXCEPT AS SET FORTH IN THE NEXT SENTENCE.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

               (1) REPRESENTS THAT (i) IT IS A "QUALIFIED  INSTITUTIONAL  BUYER"
          (AS DEFINED IN RULE 144A UNDER THE ACT)(A "QIB"), (ii) IT HAS ACQUIRED
          THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
          S UNDER THE ACT OR (iii) IT IS AN INSTITUTIONAL  "ACCREDITED INVESTOR"
          (AS DEFINED IN RULE  501(A)(1),  (2), (3) OR (7) OF REGULATION D UNDER
          THE ACT (AN "IAI")),

                                       35
<PAGE>

               (2) AGREES  THAT IT WILL NOT RESELL OR  OTHERWISE  TRANSFER  THIS
          SECURITY EXCEPT (i) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (ii) TO
          A PERSON WHOM THE SELLER  REASONABLY  BELIEVES IS A QIB PURCHASING FOR
          ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A  TRANSACTION  MEETING
          THE  REQUIREMENTS  OF RULE  144A,  (iii)  IN AN  OFFSHORE  TRANSACTION
          MEETING  THE  REQUIREMENTS  OF RULE 903 OR 904 OF THE  ACT,  (iv) IN A
          TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE ACT, (v) TO
          AN IAI THAT,  PRIOR TO SUCH  TRANSFER,  FURNISHES THE TRUSTEE A SIGNED
          LETTER CONTAINING CERTAIN  REPRESENTATIONS  AND AGREEMENTS RELATING TO
          THE TRANSFER OF THIS  SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM
          THE  TRUSTEE)  AND,  IF SUCH  TRANSFER  IS IN RESPECT OF AN  AGGREGATE
          PRINCIPAL  AMOUNT OF NOTES LESS THAN  $250,000,  AN OPINION OF COUNSEL
          ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
          ACT, (vi) IN ACCORDANCE WITH ANOTHER  EXEMPTION FROM THE  REGISTRATION
          REQUIREMENTS  OF THE  ACT  (AND  BASED  UPON  AN  OPINION  OF  COUNSEL
          ACCEPTABLE  TO  THE  COMPANY)  OR  (vii)   PURSUANT  TO  AN  EFFECTIVE
          REGISTRATION  STATEMENT  AND,  IN EACH CASE,  IN  ACCORDANCE  WITH THE
          APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES OR ANY
          OTHER APPLICABLE JURISDICTION AND

               (3)  AGREES  THAT IT WILL  DELIVER  TO EACH  PERSON  TO WHOM THIS
          SECURITY OR AN INTEREST  HEREIN IS TRANSFERRED A NOTICE  SUBSTANTIALLY
          TO THE EFFECT OF THIS LEGEND.

     AS USED HEREIN,  THE TERMS "OFFSHORE  TRANSACTION" AND "UNITED STATES" HAVE
THE  MEANINGS  GIVEN  TO THEM BY RULE 902 OF  REGULATION  S UNDER  THE ACT.  THE
INDENTURE  CONTAINS A PROVISION  REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THESE SECURITIES IN VIOLATION OF THE FOREGOING."

               (B) Notwithstanding the foregoing,  any Global Note or Definitive
          Note issued  pursuant to  subparagraphs  (b)(iv),  (c)(ii),  (c)(iii),
          (d)(ii),  (d)(iii),  (e)(ii) or (f) to this Section 2.6 (and all Notes
          issued in exchange  therefor or  substitution  thereof) shall not bear
          the Private Placement Legend.

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

                                       36
<PAGE>

     "THIS GLOBAL NOTE IS HELD BY THE  DEPOSITARY  (AS DEFINED IN THE  INDENTURE
     GOVERNING  THIS  NOTE) OR ITS  NOMINEE IN  CUSTODY  FOR THE  BENEFIT OF THE
     BENEFICIAL  OWNERS HEREOF,  AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (i) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
     MAY BE REQUIRED PURSUANT TO SECTION 2.7 OF THE INDENTURE,  (ii) THIS GLOBAL
     NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART  PURSUANT TO SECTION  2.6(a)
     OF THE  INDENTURE,  (iii) THIS GLOBAL NOTE MAY BE  DELIVERED TO THE TRUSTEE
     FOR  CANCELLATION  PURSUANT TO SECTION 2.11 OF THE  INDENTURE AND (iv) THIS
     GLOBAL NOTE MAY BE  TRANSFERRED  TO A SUCCESSOR  DEPOSITARY  WITH THE PRIOR
     WRITTEN CONSENT OF THE COMPANY."

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

     (i) General Provisions Relating to Transfers and Exchanges.

          (i) To permit  registrations  of transfers and exchanges,  the Company
     shall  execute  and  the  Trustee  shall  authenticate   Global  Notes  and
     Definitive Notes upon the Company's order or at the Registrar's request.

          (ii) No  service  charge  shall  be made to a holder  of a  beneficial
     interest  in a Global  Note or to a  Holder  of a  Definitive  Note for any
     registration  of transfer or exchange,  but the Company may require payment
     of a sum  sufficient  to cover any  transfer  tax or  similar  governmental
     charge payable in connection  therewith (other than any such transfer taxes
     or similar  governmental  charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.6, 3.9, 4.10, 4.14 and 9.5 hereof).

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

                                       37
<PAGE>

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

          (v) The Company  shall not be required  (a) to issue,  to register the
     transfer  of or to  exchange  any Notes  during a period  beginning  at the
     opening of business 15 days  before the day of any  selection  of Notes for
     redemption  under Section 3.2 hereof and ending at the close of business on
     the day of  selection,  (b) to register  the transfer of or to exchange any
     Note so selected for redemption in whole or in part,  except the unredeemed
     portion of any Note being  redeemed in part or (c) to register the transfer
     of or to  exchange  a Note  between a record  date and the next  succeeding
     Interest Payment Date.

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

          (vii) The Trustee shall authenticate Global Notes and Definitive Notes
     in accordance with the provisions of Section 2.2 hereof.

          (viii)  All  certifications,  certificates  and  Opinions  of  Counsel
     required to be submitted to the  Registrar  pursuant to this Section 2.6 to
     effect  a  registration  of  transfer  or  exchange  may  be  submitted  by
     facsimile.

Section 2.7 Replacement Notes.

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

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

Section 2.8       Outstanding Notes.

     (a) The Notes  outstanding at any time are all the Notes  authenticated  by
the  Trustee  except  for  those  cancelled  by it,  those  delivered  to it for
cancellation,  those reductions in the interest in a Global Note effected by the
Trustee in accordance  with the provisions  hereof,  and those described in this
Section 2.8 as not  outstanding.  Except as set forth in Section  2.9 hereof,  a
Note does not cease to be outstanding because the Company or an Affiliate of the


                                       38
<PAGE>

Company  holds the Note;  however,  Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section 3.7(b)
hereof.

     (b) If a Note is replaced  pursuant to Section 2.7 hereof,  it ceases to be
outstanding  unless  the  Trustee  receives  proof  satisfactory  to it that the
replaced Note is held by a bona fide purchaser.  If the principal  amount of any
Note is considered  paid under Section 4.1 hereof,  it ceases to be  outstanding
and interest on it ceases to accrue.

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

Section 2.9 Treasury Notes.

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

Section 2.10 Temporary Notes.

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

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

Section 2.11 Cancellation.

     The Company at any time may deliver Notes to the Trustee for  cancellation.
The  Registrar  and  Paying  Agent  shall  forward  to  the  Trustee  any  Notes
surrendered  to them for  registration  of  transfer,  exchange or payment.  The
Trustee  upon  direction  by the Company and no one else shall  cancel all Notes
surrendered for  registration  of transfer,  exchange,  payment,  replacement or
cancellation and shall destroy  cancelled Notes (subject to the record retention
requirements  of the Exchange  Act).  Certification  of the  destruction  of all
cancelled Notes shall be delivered to the Company. The Company may not issue new
Notes to  replace  Notes  that it has paid or that  have been  delivered  to the
Trustee for cancellation.

                                       39
<PAGE>

Section 2.12 Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable  on the  defaulted  interest,  to  the  Persons  who  are  Holders  on a
subsequent  special  record date, in each case at the rate provided in the Notes
and in Section 4.1 hereof.  The Company  shall  notify the Trustee in writing of
the amount of defaulted  interest  proposed to be paid on each Note and the date
of the proposed  payment.  The Company  shall fix or cause to be fixed each such
special record date and payment date;  provided,  however,  that no such special
record date shall be less than 5 days prior to the related payment date for such
defaulted interest. At least 10 days before the special record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the
expense  of the  Company)  shall  mail or cause to be mailed to Holders a notice
that states the special record date, the related  payment date and the amount of
such interest to be paid.

Section 2.13 SIP Numbers.

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

                                  ARTICLE III.

                            REDEMPTION AND PREPAYMENT

Section 3.1 Notices to Trustee.

     If the Company elects to redeem Notes  pursuant to the optional  redemption
provisions of Section 3.7 hereof,  it shall furnish to the Trustee,  at least 30
days  but  not  more  than  60 days  before  a  redemption  date,  an  Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur,  (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

Section 3.2 Selection of Notes to Be Redeemed.

     If less than all of the Notes are to be redeemed or  purchased  in an offer
to purchase at any time,  the Trustee  shall  select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the  requirements of
the  principal  national  securities  exchange,  if any,  on which the Notes are
listed or, if the Notes are not so  listed,  on a pro rata  basis,  by lot or in
accordance with any other method the Trustee considers fair and appropriate.  In
the event of partial  redemption  by lot,  the  particular  Notes to be redeemed
shall be selected,  unless otherwise  provided herein, not less than 30 nor more
than 60 days prior to the  redemption  date by the Trustee from the  outstanding
Notes not previously called for redemption.

                                       40
<PAGE>

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

Section 3.3 Notice of Redemption.

     Subject to the  provisions of Section 3.9 hereof,  at least 30 days but not
more than 60 days before a redemption  date,  the Company shall mail or cause to
be mailed,  by first class mail,  a notice of  redemption  to each Holder  whose
Notes are to be redeemed at its registered address.

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

     (a) the redemption date;

     (b) the redemption price;

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

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

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

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

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

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

     At the Company's  request,  the Trustee shall give the notice of redemption
in the Company's name and at its expense;  provided,  however,  that the Company
shall have  delivered to the Trustee,  at least 45 days, or such shorter  period
allowed by the Trustee,  prior to the redemption date, an Officers'  Certificate
requesting  that the Trustee give such notice and setting forth the  information
to be stated in such notice as provided in the preceding paragraph.

                                       41
<PAGE>

Section 3.4 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance  with Section 3.3 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

Section 3.5 Deposit of Redemption Price.

     No later than 10:00 a.m.  Eastern  Time on or one Business Day prior to the
redemption  date,  the Company shall deposit with the Trustee or with the Paying
Agent money  sufficient to pay the redemption  price of and accrued  interest on
all Notes to be  redeemed on that date.  The  Trustee or the Paying  Agent shall
promptly  return to the  Company  any money  deposited  with the  Trustee or the
Paying  Agent by the  Company  in excess  of the  amounts  necessary  to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

     If the Company complies with the provisions of the preceding paragraph,  on
and after the  redemption  date,  interest shall cease to accrue on the Notes or
the portions of Notes called for  redemption.  If a Note is redeemed on or after
an interest  record date but on or prior to the related  interest  payment date,
then any accrued and unpaid  interest  shall be paid to the Person in whose name
such Note was  registered  at the close of business on such record date.  If any
Note called for  redemption  shall not be so paid upon  surrender for redemption
because of the failure of the Company to comply  with the  preceding  paragraph,
interest shall be paid on the unpaid  principal  from the redemption  date until
such  principal  is paid,  and to the extent  lawful on any interest not paid on
such  unpaid  principal,  in each case at the rate  provided in the Notes and in
Section 4.1 hereof.

Section 3.6 Notes Redeemed in Part.

     Upon  surrender of a Note that is redeemed in part, the Company shall issue
and, upon the Company's written request,  the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

Section 3.7 Optional Redemption.

     (a) On or after  December 15, 2006, the Company may redeem the Notes at any
time, 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 and Liquidated  Damages,  if any,
thereon to the date fixed for redemption,  if redeemed  during the  twelve-month
period beginning on December 15 of the year indicated below:

                   Year                                              Percentage
                   ----                                              ----------
                   2006                                              106.875%
                   2007                                              104.583%
                   2008                                              102.292%
                   2009 and thereafter                               100.000%

     (b) Notwithstanding the provisions of clause (a) of this Section 3.7, on or
prior to December 15, 2004,  the Company  shall be permitted to redeem up to 35%


                                       42
<PAGE>

of the  aggregate  principal  amount of the Notes  issued on the Issue Date at a
redemption  price of 113.750% of the aggregate  principal  amount thereof,  plus
Liquidated Damages,  if any, thereon to the date fixed for redemption,  with the
net cash proceeds of one or more Equity Offerings;  provided,  however, that (1)
at least 65% of the aggregate  principal amount of the Notes issued on the Issue
Date remains  outstanding  immediately  after the occurrence of the  redemption,
excluding  Notes held by the  Company or any of its  Subsidiaries;  and (2) each
redemption  occurs  within 90 days after the date of the  closing of such Equity
Offering.

     (c) Any  redemption  pursuant to this Section 3.7 shall be made pursuant to
the provisions of Section 3.1 through 3.6 hereof.

Section 3.8 Mandatory Redemption.

     The Company shall not be required to make  mandatory  redemption or sinking
fund payments with respect to the Notes.

Section 3.9 Offer to Purchase.

     In the event that,  pursuant to Section  4.10 or 4.14  hereof,  the Company
shall be required  to  commence  an offer to all  Holders to  purchase  Notes (a
"Repurchase Offer"), it shall follow the procedures specified below.

     The  Repurchase  Offer shall  remain open for a period of 20 Business  Days
following  its  commencement  and no longer,  except to the extent that a longer
period is required by applicable  law (the "Offer  Period").  No later than five
Business Days after the  termination of the Offer Period (the "Purchase  Date"),
the  Company  shall  purchase  the  principal  amount  of Notes  required  to be
purchased  pursuant to Section  4.10 or 4.14 hereof (the "Offer  Amount") or, if
less than the Offer Amount has been tendered,  all Notes tendered in response to
the Asset Sale Offer or Change of Control Offer, as applicable.  Payment for any
Notes so  purchased  shall be made in the same manner as interest  payments  are
made.

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

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

     (a) that the  Repurchase  Offer is being made  pursuant to this Section 3.9
and  Section  4.10 or 4.14  hereof and the length of time the  Repurchase  Offer
shall remain open;

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

                                       43
<PAGE>

     (c) that any Note not  tendered or accepted for payment  shall  continue to
accrue interest and Liquidated Damages, if any;

     (d) that,  unless the Company  defaults in making  such  payment,  any Note
accepted  for  payment  pursuant to the  Repurchase  Offer shall cease to accrue
interest and Liquidated Damages, if any, after the Purchase Date;

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

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

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

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

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

     On or before the Purchase Date,  the Company  shall,  to the extent lawful,
accept  for  payment,  on a pro rata basis to the  extent  necessary,  the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer or
Change of Control  Offer,  as  applicable,  or if less than the Offer Amount has
been tendered, all Notes tendered, and shall deliver to the Trustee an Officers'
Certificate  stating the aggregate principal amount of Notes or portions thereof
which were accepted for payment by the Company in  accordance  with the terms of
this Section 3.9. The Company,  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
purchase  price of the Notes tendered by such Holder and accepted by the Company
for purchase,  and the Company shall promptly issue a new Note, and the Trustee,
upon written  request from the Company  shall  authenticate  and mail or deliver
such new Note to such Holder,  in a principal  amount  equal to any  unpurchased
portion of the Note  surrendered.  Any Note not so  accepted  shall be  promptly
mailed or  delivered  by the Company to the Holder  thereof.  The Company  shall
publicly announce the results of the Asset Sale Offer on the Purchase Date.

                                       44
<PAGE>

     Other than as  specifically  provided in this  Section  3.9,  any  purchase
pursuant  to this  Section  3.9  shall be made  pursuant  to the  provisions  of
Sections 3.1 through 3.6 hereof.

                                   ARTICLE IV.

                                    COVENANTS

Section 4.1 Payment of Notes.

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

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

Section 4.2 Maintenance of Office or Agency.

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

     (b) The  Company  may also from time to time  designate  one or more  other
offices or agencies where the Notes may be presented or  surrendered  for any or
all such purposes and may from time to time rescind such designations; provided,
however,  that no such designation or rescission shall in any manner relieve the
Company of its  obligation  to  maintain  an office or agency in the  Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written  notice to the Trustee of any such  designation or rescission and of any
change in the location of any such other office or agency.

     (c) The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.3.

                                       45
<PAGE>

Section 4.3 Reports.

     (a)  Whether  or not the  Company  is  required  to do so by the  rules and
regulations of the SEC, so long as any Notes are outstanding,  the Company shall
furnish to the Holders of the Notes,  within the time  periods  specified in the
SEC's rules and  regulations  (i) all quarterly  and annual  financial and other
information with respect to the Company and its consolidated  Subsidiaries  that
would be  required  to be  contained  in a filing with the SEC on Forms 10-Q and
10-K if the Company were required to file such forms,  including a "Management's
Discussion and Analysis of Financial  Condition and Results of Operations"  that
describes the  financial  condition and results of operations of the Company and
its consolidated Subsidiaries,  showing in reasonable detail, either on the face
of the  financial  statements or in the  footnotes  thereto and in  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations,  the
financial  condition and results of operations of the Company and its Restricted
Subsidiaries  separate from the financial  information and results of operations
of the Unrestricted  Subsidiaries of the Company and, with respect to the annual
information  only,  a report  thereon  by the  Company's  certified  independent
accountants,  and (ii) all  current  reports  that would be required to be filed
with the SEC on Form 8-K if the Company were required to file such reports.

     (b) After the Exchange Offer or the effectiveness of the Shelf Registration
Statement,  whether or not required by the rules and regulations of the SEC, the
Company shall file a copy of all of the information  and reports  required to be
delivered  pursuant  to clause (a) of this  Section  4.3 with the SEC for public
availability,  unless  the SEC shall  not  accept  such a filing,  and make such
information  available to securities  analysts and  prospective  investors  upon
request.

Section 4.4 Compliance Certificate.

     (a) The Company shall deliver to the Trustee,  within 90 days after the end
of each fiscal year  (December  31), an  Officers'  Certificate  stating  that a
review  of the  activities  of the  Company  and  its  Subsidiaries  during  the
preceding  fiscal  year has been  made  under  the  supervision  of the  signing
Officers  with a view to  determining  whether the  Company has kept,  observed,
performed  and  fulfilled  its  obligations  under this  Indenture,  and further
stating,  as to each such Officer signing such certificate,  that to the best of
his or her  knowledge  the Company has kept,  observed,  performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred,  describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect  thereto) and
that to the best of his or her  knowledge  no event has  occurred and remains in
existence  by  reason  of which  payments  on  account  of the  principal  of or
interest,  if any, on the Notes is prohibited  or if such event has occurred,  a
description  of the event and what  action the  Company is taking or proposes to
take with respect thereto.

     (b) So long as not  contrary  to the then  current  recommendations  of the
American  Institute  of Certified  Public  Accountants,  the year-end  financial
statements  delivered pursuant to Section 4.3(a) above shall be accompanied by a
written statement of the Company's  independent public accountants (who shall be


                                       46
<PAGE>

a firm of  established  national  reputation)  that in  making  the  examination
necessary for  certification of such financial  statements,  nothing has come to
their  attention  that would lead them to believe  that the Company has violated
any  provisions of Article IV or Article V hereof or, if any such  violation has
occurred,  specifying  the  nature  and period of  existence  thereof,  it being
understood that such  accountants  shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

     (c) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee,  forthwith upon any Officer  (excluding for purposes  hereof any
Assistant  Treasurer,  Secretary or Assistant  Secretary)  becoming aware of any
Default or Event of Default, an Officers' Certificate specifying such Default or
Event of Default  and what action the Company is taking or proposes to take with
respect thereto.

Section 4.5 Taxes.

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

Section 4.6 Stay, Extension and Usury Laws.

     The Company  covenants  (to the extent that it may  lawfully do so) that it
shall not at any time insist upon,  plead, or in any manner  whatsoever claim or
take the benefit or  advantage  of, any stay,  extension  or usury law  wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the  performance of this  Indenture;  and the Company (to the extent that it may
lawfully do so) hereby  expressly  waives all benefit or  advantage  of any such
law, and covenants that it shall not, by resort to any such law,  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 has
been enacted.

Section 4.7 Limitation on Restricted Payments.

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

          (i)  declare  or pay  any  dividend  or  make  any  other  payment  or
     distribution  on  account of the  Company's  Equity  Interests  (including,
     without   limitation,   any  payment  in  connection  with  any  merger  or
     consolidation involving the Company or any of its Restricted Subsidiaries),
     or to  the  direct  or  indirect  holders  of the  Company's  or any of its
     Restricted  Subsidiaries' Equity Interests in their capacity as such (other
     than dividends or  distributions  payable solely in Equity Interests (other
     than  Disqualified  Stock) of the  Company  and  other  than  dividends  or
     distributions  payable  to  the  Company  or  any  Wholly-Owned  Restricted
     Subsidiary of the Company);

          (ii)  purchase,  redeem  or  otherwise  acquire  or  retire  for value
     (including   without   limitation,   in  connection   with  any  merger  or


                                       47
<PAGE>

     consolidation  involving the Company or any of its Subsidiaries) any Equity
     Interests  of the  Company  or any of its  Subsidiaries  or any  direct  or
     indirect parent of the Company or any of its Subsidiaries;

          (iii) make any  payment on or with  respect to, or  purchase,  redeem,
     defease or otherwise  acquire or retire for value any Indebtedness  that is
     subordinate, whether pursuant to its terms or by operation of law, in right
     of payment to the Notes or the Note Guarantees except a payment of interest
     or principal at the Stated Maturity thereof; or

          (iv) make any Restricted Investment (each of the foregoing actions set
     forth in clauses  (i)  through  (iv)  being  referred  to as a  "Restricted
     Payment").

     (b) After December 31, 2003,  the Company and its  Restricted  Subsidiaries
shall not,  directly or indirectly,  make any Restricted  Payment unless, at the
time thereof, and after giving effect thereto,

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

          (ii) the Company  would,  at the time of such  Restricted  Payment and
     after giving pro forma  effect  thereto as if such  Restricted  Payment had
     been made at the beginning of the applicable period, have been permitted to
     incur at least  $1.00 of  additional  Indebtedness,  other  than  Permitted
     Indebtedness, pursuant to Section 4.9(a)(i); and

          (iii) after giving  effect to such  Restricted  Payment on a pro forma
     basis (other than the items permitted by clauses (ii), (iii), (iv), (v) and
     (vi) of paragraph  (c) of this Section 4.7),  the  aggregate  amount of all
     Restricted  Payments  made on or after the Issue  Date shall not exceed the
     sum of, without  duplication  (A) the amount of (x) the Operating Cash Flow
     of the Company  after  December 31, 2003 through the end of the latest full
     fiscal quarter for which consolidated  financial  statements of the Company
     are  publicly  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  Company  after  December  31,  2003
     through the end of the latest full  fiscal  quarter for which  consolidated
     financial  statements of the Company are publicly  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 Company
     since the Issue  Date as a  contribution  to the  Company's  common  equity
     capital or from the  issuance  or sale of the  Company's  Equity  Interests
     (other than Disqualified Stock) or from the issuance or sale of convertible
     or  exchangeable  Disqualified  Stock or convertible or  exchangeable  debt
     securities  of the Company that have been  converted  into or exchanged for
     such Equity Interests (other than Equity Interests,  Disqualified  Stock or
     debt  securities  sold to a Restricted  Subsidiary of the Company) plus (C)
     the amount by which  Indebtedness  of the Company or any of its  Restricted
     Subsidiaries  is reduced on the Company's  consolidated  balance sheet upon
     the  conversion  or exchange  (other than by a  Subsidiary  of the Company)
     subsequent to the Issue Date of any  Indebtedness  of the Company or any of
     its Restricted  Subsidiaries  convertible or exchangeable for Capital Stock
     (other  than  Disqualified  Stock) of the  Company  (less the amount of any


                                       48
<PAGE>

     cash, or the fair value of any other  property,  distributed by the Company
     upon  such  conversion  or  exchange),  plus  (D) to the  extent  that  any
     Restricted  Investment  that was made after the Issue Date is sold for cash
     or  otherwise  liquidated  or repaid  for cash,  the lesser of (x) the cash
     return of capital with respect to such Restricted Investment (less the cost
     of  disposition,  if any) and (y) the  initial  amount  of such  Restricted
     Investment.

     (c) The foregoing  limitations in this Section 4.7 do not limit or restrict
the making of any Permitted Investment,  and a Permitted Investment shall not be
counted as a Restricted  Payment for purposes of Section  4.7(b)(iii)  above. In
addition,  so long as no Default or Event of Default  shall have occurred and be
continuing, the foregoing limitations shall not prevent the Company from:

          (i) paying a dividend on the Company's Equity Interests within 60 days
     after  the  declaration  thereof  if,  on the date  when the  dividend  was
     declared,  the Company could have paid such dividend in accordance with the
     provisions of this Indenture;

          (ii) repurchasing the Company's Equity Interests,  including  options,
     warrants  or other  rights to acquire  such Equity  Interests,  from former
     employees or directors of the Company or any  Subsidiary  thereof,  or from
     option holders who have received  options under an option plan or agreement
     previously  approved by the Board of Directors,  for  consideration  not to
     exceed $3.0  million in the  aggregate  in any fiscal year (or $6.0 million
     for fiscal year 2001 only);  provided  that any unused amount in any fiscal
     year  may be  carried  forward  to one or more  future  periods;  provided,
     further, that the aggregate amount of all such repurchases made pursuant to
     this  Section  4.7(c)(ii)  does not exceed  $15.0  million and shall not be
     counted as Restricted Payments for purposes of Section 4.7(b)(iii) above;

          (iii)  redeeming,  repurchasing,  defeasing or otherwise  acquiring or
     retiring for value Indebtedness that is subordinated in right of payment to
     the Notes, including premium, if any, and accrued and unpaid interest, with
     the proceeds of, or in exchange for:

               (A)  the  net  cash  proceeds  of  a  capital  contribution  or a
          substantially  concurrent  offering of, shares of Equity  Interests of
          the Company  (other than  Disqualified  Stock of the Company and other
          than Equity Interests sold to a Restricted Subsidiary of the Company),
          provided  that the  amount  of any such  net  cash  proceeds  that are
          utilized  for any such  redemption,  repurchase,  defeasance  or other
          acquisition shall be excluded from Section 4.7(b)(iii)(B) above, or

               (B)  Indebtedness  that is at least as  subordinated  in right of
          payment to the Notes,  including  premium,  if any,  and  accrued  and
          unpaid interest, as the Indebtedness being purchased,  with Restricted
          Payments  made pursuant to this clause not being counted as Restricted
          Payments for purposes of Section 4.7(b)(iii) above;

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<PAGE>

          (iv) repurchasing,  redeeming or otherwise  acquiring Equity Interests
     of the Company in  exchange  for,  or out of the net cash  proceeds  from a
     substantially concurrent issuance of Equity Interests of the Company (other
     than Disqualified Stock of the Company and other than Equity Interests sold
     to a Restricted Subsidiary of the Company), provided that the amount of any
     such  net  cash  proceeds  that  are  utilized  for  any  such  repurchase,
     redemption   or  other   acquisition   shall  be  excluded   from   Section
     4.7(b)(iii)(B) above;

          (v) making other Restricted Payments not to exceed $5.0 million in the
     aggregate at any time outstanding,  with Restricted  Payments made pursuant
     to this clause not being  counted as  Restricted  Payments  for purposes of
     Section 4.7(b)(iii) above; or

          (vi)  making  distributions  or  payments of  Receivables  Fees,  with
     Restricted  Payments  made  pursuant  to this  clause not being  counted as
     Restricted Payments for purposes of Section 4.7 (b)(iii) above.

     In addition, if any Person in which an Investment is made, which Investment
constituted a Restricted  Payment when made,  thereafter  becomes a Wholly-Owned
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  (b)(iii) of this
Section  4.7 to the  extent  such  Investments  would not have  been  Restricted
Payments had such Person been a Wholly-Owned  Restricted  Subsidiary at the time
such Investments were made.

     For  purposes of clauses  (iii) and (iv) above,  (i) the net cash  proceeds
received by the Company from the issuance or sale of its Equity Interests either
upon the conversion of, or in exchange for,  Indebtedness  of the Company or any
Restricted  Subsidiary  shall be deemed to be an amount  equal to (A) the sum of
(1)  the  principal  amount  or  accreted  value,  whichever  is  less,  of such
Indebtedness  on the date of such  conversion or exchange and (2) the additional
cash  consideration,  if any,  received by the Company upon such  conversion  or
exchange,  less any  payment  on  account of  fractional  shares,  minus (B) all
expenses  incurred in connection  with such  issuance or sale;  and (ii) the net
proceeds  received  by the  Company  from  the  issuance  or sale of its  Equity
Interests  upon the  exercise  of any  options or warrants of the Company or any
Restricted  Subsidiary  shall  be  deemed  to be an  amount  equal  to  (A)  the
additional  cash  consideration,  if any,  received  by the  Company  upon  such
exercise,  minus (B) all expenses  incurred in connection  with such issuance or
sale.

     For  purposes of this  Section  4.7,  if a  particular  Restricted  Payment
involves a noncash  payment,  including  a  distribution  of  assets,  then such
Restricted  Payment shall be deemed to be an amount equal to the cash portion of
such Restricted  Payment,  if any, plus an amount equal to the Fair Market Value
of the  noncash  portion  of  such  Restricted  Payment,  as  determined  by the
Company's Board of Directors, whose good-faith determination shall be conclusive
and  evidenced  by a Board  Resolution  and, in the case of Fair Market Value of
such non-cash portion in excess of $5.0 million, accompanied by an opinion of an
accounting, appraisal or investment banking firm of national standing. Not later
than the Business Day after the making of any  Restricted  Payment,  the Company
shall  deliver  to the  Trustee  an  Officers'  Certificate  stating  that  such
Restricted  Payment  is  permitted  and  setting  forth the basis upon which the


                                       50
<PAGE>

calculations required by this Section 4.7 covenant were computed,  together with
a copy of any Board Resolution,  fairness opinion or appraisal  required by this
Indenture.

     The amount of any Investment  outstanding at any time shall be deemed to be
equal to the  amount of such  Investment  on the date  made,  less the return of
capital,  repayment  of loans and  return on  capital,  including  interest  and
dividends,  in each case,  received in cash, up to the amount of such Investment
on the date made.

Section 4.8 Dividend and Other Payment Restrictions Affecting Subsidiaries.

     (a) The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries,  directly  or  indirectly,  to create or permit to exist or become
effective  any  encumbrance  or  restriction  on the  ability of any  Restricted
Subsidiary to (1) pay dividends or make any other  distributions  on its Capital
Stock to the Company or any of its Restricted  Subsidiaries,  or with respect to
any other interest or participation in, or measured by, its profits,  or pay any
Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make
loans or advances to the Company or any of its Restricted  Subsidiaries;  or (3)
transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.

     (b) The provisions of clause (a) above shall not apply to  encumbrances  or
restrictions existing under or by reason of:

          (i) Existing  Indebtedness  or Credit  Facilities  as in effect on the
     Issue  Date  and any  amendments,  modifications,  restatements,  renewals,
     increases, supplements,  refundings,  replacements or refinancings thereof,
     provided  that  such  amendments,  modifications,  restatements,  renewals,
     increases, supplements, refundings, replacement or refinancings are no more
     restrictive,  taken as a whole,  with  respect to such  dividend  and other
     payment restrictions than those contained in such Existing  Indebtedness or
     Credit Facilities, as in effect on the Issue Date;

          (ii)  this  Indenture,  the  Notes  and the Note  Guarantees,  and the
     indenture  governing the Senior Discount  Notes,  the Senior Discount Notes
     and the Guarantees thereof;

          (iii) applicable law;

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

          (v) customary non-assignment  provisions in leases entered into in the
     ordinary course of business and consistent with past practices;

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<PAGE>

          (vi) Purchase Money Indebtedness for property acquired in the ordinary
     course of business that impose  restrictions on the property so acquired of
     the nature described in clause (3) of paragraph (a) of this Section 4.8;

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

          (viii)   Permitted   Refinancing   Indebtedness,   provided  that  the
     restrictions   contained  in  the   agreements   governing  such  Permitted
     Refinancing  Indebtedness are no more  restrictive,  taken as a whole, than
     those  contained  in  the  agreements   governing  the  Indebtedness  being
     refinanced;

          (ix) Liens securing  Indebtedness  otherwise  permitted to be incurred
     pursuant  to the  provisions  of  Section  4.12 that limit the right of the
     Company  or any of its  Restricted  Subsidiaries  to  dispose of the assets
     subject to such Lien;

          (x)  provisions  with respect to the  disposition or  distribution  of
     assets or property in joint venture agreements and other similar agreements
     entered into in the ordinary course of business; and

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

Section 4.9 Incurrence of Indebtedness and Issuance of Preferred Stock.

     (a) The Company shall not, and shall not permit any  Restricted  Subsidiary
to, directly or indirectly,  incur any  Indebtedness,  including  Acquired Debt,
other  than  Permitted  Indebtedness,  and  the  Company  shall  not  issue  any
Disqualified  Stock and shall not permit any of its Restricted  Subsidiaries  to
issue any shares of Preferred  Capital  Stock,  in each case unless  immediately
after giving effect to the  incurrence of such  Indebtedness  or the issuance of
such  Disqualified  Stock  or  Preferred  Capital  Stock  and  the  receipt  and
application of the net proceeds therefrom,  including,  without limitation,  the
application or use of the net proceeds  therefrom to repay  Indebtedness 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 December  31, 2005 and
(B) less than 6.0 to 1.0, if on or after  December  31, 2005 or (ii) in the case
of any incurrence of Indebtedness prior to December 31, 2005 only,  Consolidated
Debt would be equal to or less than 75% of Total Invested Capital.

     (b) So long as no Default or Event of Default  shall have  occurred  and be
continuing or would be caused  thereby,  paragraph (a) of this Section 4.9 shall
not  prohibit  the  incurrence  of any of the  following  items of  Indebtedness
(collectively, "Permitted Indebtedness"):

          (i) the incurrence by the Company and the  Guarantors of  Indebtedness
     represented  by the Notes and the related Note  Guarantees  to be issued on
     the Issue Date;

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<PAGE>

          (ii) the  incurrence by the Company and any Guarantor of  Indebtedness
     under Credit  Facilities;  provided that the aggregate  principal amount of
     all  Indebtedness of the Company and the Guarantors  outstanding  under all
     Credit  Facilities  at any time  outstanding,  after giving  effect to such
     incurrence,  does not exceed the sum of (A) $330.0 million less any amounts
     outstanding  under  paragraph  (iii)  below,  plus  (B)  80%  of  Qualified
     Receivables, which sum shall be permanently reduced by the aggregate amount
     of all Net  Proceeds of Asset Sales  applied  since the Issue Date to repay
     Indebtedness under a Credit Facility pursuant to Section 4.10;

          (iii) the  incurrence by the Company or any Guarantor of  Indebtedness
     represented by Capital Lease Obligations or Purchase Money Indebtedness, 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 Company
     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 and (B) such Indebtedness shall
     not constitute  more than 100%  (determined in accordance with GAAP in good
     faith  by the  Board  of  Directors)  to the  Company  or  such  Restricted
     Subsidiary,  as  applicable,  of the  cost of the  property  so  purchased,
     constructed, improved or leased;

          (iv) the  incurrence  by the  Company or any  Guarantor  of  Permitted
     Refinancing  Indebtedness in exchange for, or the net proceeds of which are
     used to refund, refinance or replace, Indebtedness, other than intercompany
     Indebtedness, that was permitted to be incurred under paragraph (a) of this
     Section 4.9 or clause (i) of this paragraph;

          (v) the incurrence of intercompany  Indebtedness  between or among the
     Company  and  any of its  Wholly-Owned  Restricted  Subsidiaries  that  are
     Guarantors; provided, however, that:

               (A) if the  Company  or any  Guarantor  is the  obligor  on  such
          Indebtedness,  such Indebtedness must be expressly subordinated to the
          prior payment in full in cash of all  Obligations  with respect to the
          Notes,  in the  case of the  Company,  or the Note  Guarantee  of such
          Guarantor, in the case of a Guarantor; and

               (B) (1) any subsequent  issuance or transfer of Equity  Interests
          that  results in any such  Indebtedness  being held by a Person  other
          than the Company or one of its  Wholly-Owned  Restricted  Subsidiaries
          and (2) any  sale or other  transfer  of any  such  Indebtedness  to a
          Person  that is not  either  the  Company  or one of its  Wholly-Owned
          Restricted Subsidiaries,  shall be deemed, in each case, to constitute
          an incurrence of such Indebtedness by the Company or such Wholly-Owned
          Restricted  Subsidiary,  as the case may be, that was not permitted by
          this clause (v);

          (vi)  the  incurrence  by the  Company  or any  Guarantor  of  Hedging
     Obligations that are incurred for the purpose of fixing or hedging interest
     rate risk with respect to any floating rate  Indebtedness that is permitted
     by the terms of this Indenture to be outstanding;

                                       53
<PAGE>

          (vii)  the  Guarantee  by the  Company  or any  of the  Guarantors  of
     Indebtedness that was permitted to be incurred by another provision of this
     Section 4.9;

          (viii) the  accrual  of  interest  and the  payment  of  dividends  on
     Disqualified  Stock in the form of  additional  shares of the same class of
     Disqualified Stock;

          (ix)  Indebtedness  (A) in  respect of  performance,  surety or appeal
     bonds or bankers'  acceptances  provided in the ordinary course of business
     and (B) arising from agreements providing for  indemnification,  adjustment
     of purchase price or similar obligations,  or from Guarantees or letters of
     credit,  surety bonds or performance  bonds securing any obligations of the
     Company or any of its Restricted  Subsidiaries pursuant to such agreements,
     in any case incurred in connection  with the  disposition  of any business,
     assets or Restricted  Subsidiary  (other than  Guarantees  of  Indebtedness
     incurred by a Person acquiring all or any portion of such business,  assets
     or Restricted Subsidiary for the purpose of financing such acquisition), in
     a principal  amount not to exceed the gross proceeds  actually  received by
     the  Company  or  any  Restricted   Subsidiary  in  connection   with  such
     disposition;

          (x) the incurrence by the Company or any Restricted  Subsidiary of any
     Indebtedness under any unsecured deferred promissory note payable to Sprint
     PCS  pursuant  to the  deferral of  collected  revenues  provisions  of the
     Consent and Agreement  between  Sprint PCS and the lenders under the Credit
     Facilities;

          (xi) the  incurrence  by the Company or any  Restricted  Subsidiary of
     additional  Indebtedness  in an  aggregate  principal  amount,  or accreted
     value,  as  applicable,  at any time  outstanding,  including all Permitted
     Refinancing  Indebtedness  incurred  to refund,  refinance  or replace  any
     Indebtedness  incurred  pursuant to this clause  (xi),  not to exceed $50.0
     million; and

          (xii) the incurrence by the Company or any Guarantor of Acquired Debt,
     but  only  to the  extent  that  immediately  after  giving  effect  to the
     incurrence  of such  Indebtedness  (A) in the  event of any  incurrence  of
     Acquired Debt on or after December 31, 2005 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 (B) in the event of any  incurrence of Acquired Debt
     prior to December 31, 2005 only,  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 incurrence.

     (c) For purposes of  determining  compliance  with this Section 4.9, in the
event that an item of proposed  Indebtedness meets the criteria of more than one
of the  categories  of Permitted  Indebtedness  described in clauses (i) through
(xii) of  paragraph  (b) of this  Section  4.9,  or is  entitled  to be incurred
pursuant to paragraph (a) of this Section 4.9, the Company shall be permitted to


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<PAGE>

classify  such  item of  Indebtedness  on the date of its  incurrence,  or later
reclassify  all or a portion of such item of  Indebtedness,  in any manner  that
complies with this Section 4.9 and such item of Indebtedness shall be treated as
having been incurred pursuant to only one of such clauses or pursuant to Section
4.9(a) at any given time.  Indebtedness  outstanding under any Credit Facilities
on the Issue Date shall be deemed to have been  incurred  under  clause  (ii) of
paragraph  (b) of this  Section  4.9.  Accrual of  interest,  the  accretion  of
accreted   value  and  the  payment  of  interest  in  the  form  of  additional
Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes
of this Section 4.9.

     (d) Notwithstanding anything to the contrary contained in this Section 4.9,
(i) the Company  shall not,  and shall not permit any  Guarantor  to,  incur any
Indebtedness  pursuant  to this  Section 4.9 if the  proceeds  thereof are used,
directly or indirectly,  to refinance any subordinated  Indebtedness unless such
newly-incurred Indebtedness shall be subordinated to the Notes or the applicable
Note  Guarantee,  as the  case  may be,  to at least  the  same  extent  as such
refinanced subordinated Indebtedness,  and (ii) the Company shall not permit any
Restricted Subsidiary that is not a Guarantor to incur any Indebtedness pursuant
to this Section 4.9 if the proceeds thereof are used, directly or indirectly, to
refinance any Indebtedness of the Company or any Guarantor.

Section 4.10 Asset Sales.

     (a)  Neither  the  Company  nor any of its  Restricted  Subsidiaries  shall
consummate an Asset Sale unless:

          (i) the  Company  or its  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  sold,  leased,  conveyed  or  otherwise
     disposed of or of the Equity Interests issued or sold;

          (ii) such Fair Market Value is determined  by the  Company's  Board of
     Directors  and  evidenced  by a resolution  of such Board of Directors  set
     forth in an Officers' Certificate delivered to the Trustee; and

          (iii) at  least  75% of the  consideration  therefor  received  by the
     Company  or its  Restricted  Subsidiary  is in the  form  of  cash  or Cash
     Equivalents.

     For purposes of clause (iii) of this  paragraph  (a), each of the following
are  considered to be cash: any  liabilities,  as shown on the Company's or such
Restricted  Subsidiary's  most  recent  balance  sheet,  of the  Company or such
Restricted  Subsidiary,  other than contingent  liabilities and liabilities that
are by their terms  subordinated  to the Notes or any Note  Guarantee,  that are
assumed by the transferee of any such assets or Equity  Interests  pursuant to a
customary  novation  agreement  that  releases  the  Company or such  Restricted
Subsidiary  from  further  liability;   and  any  securities,   notes  or  other
obligations  received by the  Company or such  Restricted  Subsidiary  from such
transferee that are  contemporaneously,  subject to ordinary settlement periods,
converted by the Company or such Restricted  Subsidiary into cash, to the extent
of the cash received in that conversion.

                                       55
<PAGE>

     (b)  Within 360 days after the  receipt of any Net  Proceeds  from an Asset
Sale,  the Company or any Restricted  Subsidiary may apply the Net Proceeds,  at
its option,

          (i) to repay Senior Debt;

          (ii) to acquire all or  substantially  all of the assets of, or all of
     the Voting Stock of, another  Permitted  Business which becomes part of, or
     which is or becomes, a Restricted Subsidiary of the Company;

          (iii) to make one or more capital expenditures in assets that are used
     or useful in a Permitted Business; or

          (iv) to acquire  other  long-term  assets that are used or useful in a
     Permitted Business.

Pending  the  final  application  of any  such Net  Proceeds,  the  Company  may
temporarily  reduce  revolving  credit  borrowings 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 paragraph  (b) of this  Section  4.10 shall be deemed to  constitute
"Excess  Proceeds." When the aggregate amount of Excess Proceeds is greater than
$10.0 million,  the Company shall be required to make an offer to all holders of
Notes and all holders of Indebtedness that is equal in right of payment with the
Notes  containing  provisions  similar to those set forth in this Indenture with
respect to offers to purchase or redeem the  Indebtedness  with the  proceeds of
sales of assets (an  "Asset  Sale  Offer") to  purchase  the  maximum  aggregate
principal amount of Notes and such other  Indebtedness that is equal in right of
payment that may be purchased out of the Excess Proceeds. The offer price in any
Asset Sale Offer will be equal to 100% of the aggregate  principal amount,  plus
accrued and unpaid interest, if any, to the date of purchase, as applicable, and
will be payable in cash. If any Excess Proceeds remain after  consummation of an
Asset Sale Offer,  the Company may use such Excess  Proceeds for any purpose not
otherwise  prohibited by this Indenture.  If the aggregate  principal  amount of
Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess  Proceeds,  the Trustee  shall select the Notes and
such  other  Indebtedness  that is equal in right  of  payment  to be  purchased
pursuant  to Section  3.9 on a pro rata  basis,  by lot or by such method as the
Trustee shall deem fair and appropriate. Upon completion of an Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.

     (d) The Company will comply with the  requirements  of Rule 14e-1 under the
Exchange Act and any other  securities  laws and  regulations  thereunder to the
extent  such  laws and  regulations  are  applicable  in  connection  with  each
repurchase  of  Notes  pursuant  to an  Asset  Sale  Offer.  To the  extent  the
provisions  of any such rule  conflict  with the  provisions  of this  Indenture
relating to Asset Sales,  the Company  shall comply with the  provisions of such
rule and be deemed not to have breached its  obligations  relating to such Asset
Sale provisions by virtue of such conflict.

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<PAGE>

Section 4.11 Transactions with Affiliates.

     (a) The  Company  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  transaction,  contract,
agreement,  understanding,  loan,  advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

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

          (ii) The Company delivers to the Trustee:

               (A) with  respect  to any  Affiliate  Transaction  or  series  of
          related Affiliate  Transactions  involving aggregate  consideration in
          excess of $5.0 million,  a Board  Resolution set forth in an Officers'
          Certificate  certifying  that such Affiliate  Transaction or series of
          related  Affiliate  Transactions  complies  with this Section 4.11 and
          that  such  Affiliate  Transaction  or  series  of  related  Affiliate
          Transactions  has been  approved  by a majority  of the  disinterested
          members of the Board of Directors; and

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

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

          (i) any employment agreement entered into by the Company or any of its
     Restricted  Subsidiaries  in the ordinary course of business and consistent
     with past practice of the Company or such Restricted Subsidiary;

          (ii)  transactions  between or among the Company and/or a Wholly-Owned
     Restricted Subsidiary and/or its Wholly-Owned Restricted Subsidiaries;

          (iii)   payment   of   reasonable   directors   fees,   expenses   and
     indemnification to Persons who are not otherwise Affiliates of the Company;

          (iv) Restricted  Payments that are not prohibited by the provisions of
     Section 4.7;

          (v) sales of Equity Interests (other than  Disqualified  Stock) of the
     Company to Affiliates of the Company;

          (vi)  transactions  pursuant to the Service  Agreement  by and between
     Horizon  Services,  Inc.  and Horizon  Personal  Communications,  Inc.  and


                                       57
<PAGE>

     pursuant to the Service Agreement by and between Horizon Services, Inc. and
     Bright Personal  Communications  Services,  LLC, as such  agreements  exist
     immediately prior to the Issue Date;

          (vii)  transactions  pursuant to the Services Agreement by and between
     Horizon Personal Communications,  Inc. and United Communications,  Inc., as
     such agreement exists immediately prior to the Issue Date;

          (viii) payments of amounts due under the lease between the Company and
     The Chillicothe  Telephone Company,  as such lease exists immediately prior
     to the Issue Date;

          (ix) payments by the Company or Horizon Personal Communications,  Inc.
     of any amounts due  pursuant to the  Amended and  Restated  Tax  Allocation
     Agreement  dated as of May 1,  2000 by and  among  Horizon  Telcom  and its
     Subsidiaries, as such agreement exists immediately prior to the Issue Date;

          (x)  sales of  accounts  receivable,  or  participations  therein,  in
     connection with any Receivables Facility; and

          (xi) transactions with an investor in the investor group led by Apollo
     Management  in  accordance  with the  agreements  governing the sale by the
     Company  of  the  Convertible  Preferred  Stock  including  the  Securities
     Purchase  Agreement,  the Registration  Rights Agreement and the Investors'
     Rights and Voting  Agreement as such agreements  exist on the Issue Date or
     in  accordance  with the  certificate  of  incorporation  or  bylaws of the
     Company, as each exists immediately prior to the Issue Date.

Section 4.12 Liens.

     The  Company  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  Indebtedness  that is equal in
right of payment with the Notes or the applicable  Note  Guarantee,  as the case
may be, or is subordinated  Indebtedness,  upon any of their property or assets,
now owned or hereafter  acquired,  unless the Company  provides,  and causes its
Restricted Subsidiaries to provide,  concurrently therewith,  that the Notes and
the applicable Note Guarantees are equally and ratably so secured; provided that
if such  Indebtedness  is  subordinated  Indebtedness,  the Lien  securing  such
subordinated  Indebtedness  shall be subordinate and junior to the Lien securing
the Notes (and any related  applicable Note  Guarantees)  with the same relative
priority as such subordinated  Indebtedness shall have with respect to the Notes
(and any related  applicable Note  Guarantees);  and provided  further that this
restriction shall not apply to Permitted Liens.

Section 4.13 Corporate Existence.

     Subject to Article V hereof,  the Company  shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence,  and the corporate,  limited liability company,  partnership or other
existence  of  each of its  Restricted  Subsidiaries,  in  accordance  with  the
respective  organizational  documents  (as the same may be amended  from time to
time) of the  Company  or any such  Restricted  Subsidiary  and (ii) the  rights


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

Section 4.14 Offer to Repurchase Upon Change of Control.

     (a) If a Change of  Control  occurs,  the  Company  shall  make an offer (a
"Change of Control  Offer") to each Holder to repurchase all or any part,  equal
to $1,000 or an integral  multiple of $1,000,  of the Holder's Notes at an offer
price in cash equal to 101% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest and Liquidated  Damages, if any, thereon to the date
of repurchase (the "Change of Control Payment").

     (b) Within 30 days following a Change of Control,  the Company shall mail a
notice to each Holder describing the transaction or transactions that constitute
the Change of Control and offering to repurchase the Notes on the date specified
in the notice,  which date shall be no earlier than 30 days and no later than 60
days from the date the notice is mailed (the "Change of Control  Payment  Date")
pursuant to the procedures set forth in Section 3.9 and described in the notice.

     (c) The Company shall comply with the  requirements of Rule 14e-1 under the
Exchange Act and any other  securities  laws and  regulations  thereunder to the
extent  such  laws  and  regulations  are  applicable  in  connection  with  the
repurchase  of Notes  pursuant to a Change of Control  Offer.  To the extent the
provisions  of any such rules  conflict with the  provisions  of this  Indenture
relating to a Change of Control, the Company shall comply with the provisions of
such rule and be deemed not to have breached its  obligations  under such Change
of Control provisions by virtue of such conflict.

     (d) On the Change of Control Payment Date, the Company shall, to the extent
lawful,  (1) accept for payment all Notes or portions of Notes properly tendered
pursuant  to a Change of Control  Offer;  (2) deposit  with the Paying  Agent an
amount  equal to the  Change of  Control  Payment  in  respect  of all Notes and
portions of the Notes so  tendered;  and (3) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions of the Notes being purchased
by the Company.

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

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     (f) Prior to complying with any of the provisions of this Section 4.14, but
in any event within 90 days following a Change of Control, the Company shall, or
shall cause the  Guarantors  to,  either  repay all  outstanding  Senior Debt or
obtain  the  requisite  consents,   if  any,  under  all  agreements   governing
outstanding  Senior  Debt to permit the  repurchase  of Notes  required  by this
Section 4.14. The Company shall  publicly  announce the results of the Change of
Control Offer on or as soon as practicable  after the Change of Control  Payment
Date.

     (g) The Change of Control  provisions  described in this Section 4.14 shall
be  applicable  regardless  of  whether  or not  any  other  provisions  of this
Indenture are applicable.

     (h) The Company  shall not be  required  to make a Change of Control  Offer
following 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 this Section 4.14 and purchases all Notes validly  tendered and not
withdrawn under the Change of Control Offer.

Section 4.15 Payments for Consent.

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

Section 4.16 Sale and Leaseback Transactions.

     (a) The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries  to, enter into any Sale and Leaseback  Transaction;  provided that
the Company or any  Restricted  Subsidiary  that is a Guarantor may enter into a
Sale and Leaseback transaction if:

          (i) the  Company  or that  Guarantor,  as  applicable,  could have (A)
     incurred  Indebtedness in an amount equal to the Attributable Debt relating
     to such Sale and Leaseback  Transaction  under the tests in clauses (i) and
     (ii) of Section  4.9(a),  if applicable,  and (B) incurred a Lien to secure
     such Indebtedness pursuant to Section 4.12;

          (ii) the gross cash  proceeds of that Sale and  Leaseback  Transaction
     are at least equal to the Fair Market Value, as determined in good faith by
     the Board of Directors and set forth in an Officers'  Certificate delivered
     to the  Trustee,  of the  property  that is the  subject  of such  Sale and
     Leaseback Transaction; and

          (iii) the transfer of assets in that Sale and Leaseback Transaction is
     permitted by, and the Company applies the Net Proceeds of such  transaction
     in compliance with, Section 4.10.

     (b)  Notwithstanding  anything to the  contrary in this Section  4.16,  the
Company  or any of its  Restricted  Subsidiaries  shall not be  prohibited  from
entering into Permitted Tower Sale and Leaseback Transactions.

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<PAGE>

Section 4.17 Limitation on Layering Indebtedness.

     The  Company  shall  not,  and  shall  not  permit  any of  its  Restricted
Subsidiaries  to, incur any Indebtedness  that is contractually  subordinated to
any  Indebtedness  of the Company or any Guarantor  unless such  Indebtedness is
subordinated  to the Notes at least to the same  extent  as it is to such  other
Indebtedness.

Section 4.18  Limitation  On  Issuances   and  Sales  of   Equity  Interests  in
Wholly-Owned Restricted Subsidiaries.

     (a) The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries  to,  transfer,  convey,  sell,  lease or otherwise  dispose of any
Equity Interests in any Wholly-Owned Restricted Subsidiary of the Company to any
Person, other than the Company or a Wholly-Owned Restricted Subsidiary, unless:

          (i) such transfer,  conveyance, sale, lease or other disposition is of
     all the Equity Interests in such Wholly-Owned Restricted Subsidiary; and

          (ii) the Net Proceeds from such transfer,  conveyance,  sale, lease or
     other disposition are applied in accordance with Section 4.10.

     (b) In addition,  the Company shall not permit any Wholly-Owned  Restricted
Subsidiary of the Company to issue any of its Equity  Interests,  other than, if
necessary,  shares  of its  Capital  Stock  constituting  directors'  qualifying
shares,  to any Person  other than to the Company or a  Wholly-Owned  Restricted
Subsidiary.

Section 4.19 Business Activities.

     The  Company  shall  not,  and  shall  not  permit  any of  its  Restricted
Subsidiaries  to,  engage  in any  business  other  than  Permitted  Businesses;
provided,  however, that, subject to the other provisions of this Indenture, the
Company and its  Restricted  Subsidiaries  shall not be prohibited  from owning,
directly or indirectly,  not more than 2.0% of the equity of any publicly traded
corporation,  partnership,  limited  liability  company,  joint venture or other
publicly traded entity that is not engaged in a Permitted Business.

Section 4.20 Designation of Restricted and Unrestricted Subsidiaries.

     The Board of  Directors  may  designate  any  Restricted  Subsidiary  as an
Unrestricted  Subsidiary  if that  designation  would not cause a Default.  If a
Restricted  Subsidiary  is  designated  as  an  Unrestricted   Subsidiary,   all
outstanding  Investments owned by the Company and its Restricted Subsidiaries in
the Subsidiary so designated  shall be deemed to be an Investment made as of the
time of such  designation  and if required  by that  covenant  shall  reduce the
amount available for Restricted  Payments under Section 4.7(b)(iii) or Permitted
Investments,  as applicable. All such outstanding Investments shall be valued at
their Fair Market Value at the time of such designation.  That designation shall
only be permitted if such Restricted Payment would be permitted at that time and
if such Restricted  Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.  The Board of Directors may redesignate any Unrestricted  Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.

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<PAGE>

Section 4.21 Pledge and Escrow Agreement Deposit.

     Upon  consummation  of the initial  sale of the Notes,  the  Company  shall
deposit  $48,659,722.22  of the net proceeds of the initial sale of the Notes in
the Escrow Account with the Escrow Agent.

                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1 Merger, Consolidation, or Sale of Assets.

     (a) The Company and the  Guarantors,  considered as a whole,  shall not, in
any transaction or series of related transactions,  merge or consolidate with or
into, or sell, assign,  convey,  transfer or otherwise dispose of its properties
and assets substantially as an entirety to, any Person, and shall not permit any
of their Restricted Subsidiaries to enter into any such transaction or series of
transactions, unless, at the time and after giving effect thereto:

          (i) either:  (A) if the  transaction  or series of  transactions  is a
     consolidation  of the Company  with or a merger of the Company with or into
     any other Person,  the Company shall be the surviving Person of such merger
     or  consolidation,  or (B) the Person formed by any  consolidation  with or
     merger with or into the Company,  or to which the  properties and assets of
     the  Company or the  Company and its  Restricted  Subsidiaries,  taken as a
     whole, as the case may be, substantially as an entirety are sold, assigned,
     conveyed or otherwise  transferred (any such surviving Person or transferee
     Person referred to in this clause (B) being the "Surviving Entity"),  shall
     be a corporation, partnership, limited liability company or trust organized
     and  existing  under the laws of the United  States of  America,  any state
     thereof  or the  District  of  Columbia  and  shall  expressly  assume by a
     supplemental  indenture  executed and  delivered  to the  Trustee,  in form
     satisfactory to the Trustee, all the Company's  obligations under the Notes
     and this Indenture and, in each case, this Indenture,  as so  supplemented,
     shall remain in full force and effect;

          (ii)  immediately  before and immediately  after giving effect to such
     transaction or series of  transactions  on a pro forma basis  including any
     Indebtedness  incurred or anticipated to be incurred in connection  with or
     in respect of such  transaction  or series of  transactions,  no Default or
     Event of Default shall have occurred and be continuing; and

          (iii) the Company or the Surviving  Entity shall,  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, (A) be
     permitted to incur at least $1.00 of  additional  Indebtedness  pursuant to
     Section 4.9(a) or (B) in the case of such  transaction  with another Sprint
     PCS Affiliate (including a Wholly-Owned  Subsidiary or Sprint PCS Affiliate
     Parent of a Sprint PCS  Affiliate)  (1) in the event that such  transaction
     occurs  on or after  December  31,  2005  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 transaction or (2) in the event that such transaction  occurs prior
     to December 31, 2005 only, the ratio of Consolidated Debt to Total Invested


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<PAGE>

     Capital  would  decrease as compared to the ratio of  Consolidated  Debt to
     Total Invested Capital  immediately  prior to such  transaction;  provided,
     however, that the foregoing requirements shall not apply to any transaction
     or series of  transactions  involving  the  sale,  assignment,  conveyance,
     transfer  or  other  disposition  of  the  properties  and  assets  by  any
     Restricted Subsidiary to the Company or any other Restricted Subsidiary, or
     the merger or consolidation  of any Restricted  Subsidiary with or into the
     Company or any other Restricted Subsidiary.

     (b) For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise,  in a single transaction or series of related transactions) of all
or  substantially  all of the properties or assets of one or more  Subsidiaries,
the  Capital  Stock  of  which  constitutes  all  or  substantially  all  of the
properties and assets of the Company,  shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.

     (c)  In  connection  with  any  consolidation,  merger,  sale,  assignment,
conveyance,   transfer  or  other  disposition  contemplated  by  the  foregoing
provisions  of this  Section  5.1,  the Company  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,  conveyance,  transfer,  or other  disposition and the  supplemental
indenture in respect  thereof,  required under clause  (a)(i)(B) of this Section
5.1, comply with the  requirements of the Indenture and an Opinion of Counsel to
such  effect.  Each such  Officers'  Certificate  shall set forth the  manner of
determination  of the Company's  compliance with clause (a)(iii) of this Section
5.1.

     (d) For all purposes  under this  Indenture  and the Notes,  including  the
provisions described in this Section 5.1 and Sections 4.9 and 4.20, Subsidiaries
of any Surviving  Entity will, upon such  transaction or series of transactions,
become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant
to  Section  4.20  and  all   Indebtedness  of  the  Surviving  Entity  and  its
Subsidiaries  that was not  Indebtedness  of the  Company  and its  Subsidiaries
immediately prior to such transaction or series of transactions  shall be deemed
to have been incurred upon such transaction or series of transactions.

Section 5.2 Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1 hereof, the successor  corporation formed
by such  consolidation  or into or with which the  Company is merged or to which
such sale, assignment,  transfer, lease, conveyance or other disposition is made
shall  succeed  to, and be  substituted  for (so that from and after the date of
such consolidation,  merger, sale, lease,  conveyance or other disposition,  the
provisions of this Indenture  referring to the "Company"  shall refer instead to
the successor corporation and not to the Company),  and may exercise every right
and power of the Company  under this  Indenture  with the same effect as if such
successor Person had been named as the Company herein;  provided,  however, that
the  predecessor  Company shall not be relieved  from the  obligation to pay the
principal  of and  interest on the Notes  except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.1 hereof.

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<PAGE>

                                  ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1 Events of Default.

     An "Event of Default" occurs if:

     (a) the failure by the Company to pay  interest on, or  Liquidated  Damages
with respect to, the Notes when the same becomes due and payable if such default
continues  for a period of 30 days;  provided,  however,  that for each interest
payment  scheduled to occur on or prior to December  15,  2003,  failure for two
days in the payment when due of that  interest on the Notes shall  constitute an
immediate Event of Default;

     (b) the failure of the Company to pay all or any part of the principal,  or
premium,  if any,  on the Notes when and as the same  becomes  due and  payable,
redemption, by acceleration or otherwise, including, without limitation, payment
of the Change of Control Payment or the amount set forth in an Asset Sale Offer,
or otherwise on Notes validly tendered and not properly  withdrawn pursuant to a
Change of Control or Asset Sale Offer, as applicable,  or default in the payment
when due of  principal  of or  premium,  if any,  on the  Notes,  whether or not
prohibited by any other provision of this Indenture;

     (c) the failure by the  Company or any of its  Restricted  Subsidiaries  to
comply with any of the provisions of Section 4.10 or 4.14 or Article V hereof;

     (d) the failure by the Company or any of its Restricted  Subsidiaries,  for
30 days after written  notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Notes, to comply
with any of its covenants or agreements  in this  Indenture or the Notes,  other
than those covenants referred to in clause (c) above;

     (e) the default  under any mortgage,  indenture or  instrument  under which
there  may  be  issued  or by  which  there  may be  secured  or  evidenced  any
Indebtedness  for  money  borrowed  by the  Company  or  any  of its  Restricted
Subsidiaries, or the payment of which is guaranteed by the Company or any of its
Restricted  Subsidiaries,  whether such Indebtedness or Guarantee now exists, or
is created  after the Issue Date,  if that default (i) is caused by a failure to
pay principal of or premium,  if any, or interest on such Indebtedness  prior to
the expiration of the grace period provided in such  Indebtedness on the date of
such default (a "Payment  Default") or (ii) results in the  acceleration of such
Indebtedness  prior to its express  maturity and, in each case, the  outstanding
principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness  under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $5.0 million or more;

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<PAGE>

     (f) failure by the  Company or any of its  Restricted  Subsidiaries  to pay
final judgments  aggregating in excess of $5.0 million,  which judgments are not
paid, discharged or stayed for a period of 60 days;

     (g)  except  as  permitted  by this  Indenture,  any  Note  Guarantee  of a
Guarantor is held in any judicial  proceeding to be  unenforceable or invalid or
ceases for any reason to be in full  force and effect or any  Guarantor,  or any
Person acting on behalf of any Guarantor,  denies or disaffirms its  obligations
under its Note Guarantee;

     (h) the  Company  or any of its  Significant  Subsidiaries  or any group of
Restricted  Subsidiaries  that, taken as a whole, would constitute a Significant
Subsidiary, pursuant to or within the meaning of Bankruptcy Law:

          (i) commences a voluntary case,

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

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

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

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

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

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

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

          (iii) orders the  liquidation of the Company or any of its Significant
     Subsidiaries  or any  group of  Restricted  Subsidiaries  that,  taken as a
     whole, would constitute a Significant Subsidiary;

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

     (j) if any Credit  Facility  is not in  existence,  any event  occurs  that
causes,  subject  to  any  applicable  grace  period  or  waiver,  an  Event  of
Termination under any of the Sprint Agreements or (ii) if any Credit Facility is


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in  existence,  Sprint  shall have  commenced  to exercise  any remedy under the
Sprint  Agreements  (other than Section 11.6.3 of the  Management  Agreement) by
reason of the occurrence of an Event of Termination.

     (k) any material breach by the Company of any  representation,  warranty or
agreement set forth in the Pledge and Escrow Agreement, or a material default by
the  Company  in the  performance  of any  covenant  set forth in the Pledge and
Escrow  Agreement,  or a repudiation by the Company of its obligations under the
Pledge and Escrow  Agreement,  or the Pledge and Escrow Agreement is held in any
judicial  proceeding to be  unenforceable or invalid or ceases for any reason to
be in full force and effect.

Section 6.2 Acceleration.

     If any Event of Default (other than an Event of Default specified in clause
(h) or (i) of Section 6.1 hereof  with  respect to the  Company),  occurs and is
continuing,  the Trustee or the Holders of at least 25% in  aggregate  principal
amount of the then  outstanding  Notes may  declare  to be  immediately  due and
payable  the  aggregate  principal  amount of all Notes then  outstanding,  plus
accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date
of acceleration. Notwithstanding the foregoing, if an Event of Default specified
in clause (h) or (i) of Section 6.1 hereof  occurs  with  respect to the Company
any of its  Significant  Subsidiaries  or any group of  Restricted  Subsidiaries
that,  taken  as  a  whole,  would  constitute  a  Significant  Subsidiary,  all
outstanding Notes shall be due and payable immediately without further action or
notice. In order to effect such acceleration, the Trustee or Holders of at least
25% in principal  amount of the then  outstanding  Notes shall deliver notice in
writing to the  Company  and the  Trustee  specifying  the  respective  Event of
Default and that such notice is a "notice of  acceleration"  (the  "Acceleration
Notice"),  and the same (A) shall become  immediately  due and payable or (B) if
there are any amounts  outstanding  under the Credit  Facilities,  shall  become
immediately due and payable upon the first to occur of an acceleration under the
Credit  Facilities  or five  Business  Days after receipt by the Company and the
agent under the Credit Facilities of such Acceleration  Notice, but only if such
Event of Default is then continuing.

     If an Event of Default  occurs on or after  December  15, 2006 by reason of
any  willful  action (or  inaction)  taken (or not taken) by or on behalf of the
Company with the  intention of avoiding  payment of the premium that the Company
would  have had to pay if the  Company  then had  elected  to  redeem  the Notes
pursuant  to Section  3.7  hereof,  then,  upon  acceleration  of the Notes,  an
equivalent premium shall also become and be immediately due and payable,  to the
extent  permitted  by law,  anything  in this  Indenture  or in the Notes to the
contrary  notwithstanding.  If an Event of Default  occurs prior to December 15,
2006 by reason of any willful action (or inaction) taken (or not taken) by or on
behalf  of the  Company  with the  intention  of  avoiding  the  prohibition  on
redemption  of the Notes  prior to such date,  then,  upon  acceleration  of the
Notes,  an  additional  premium  shall also  become and be  immediately  due and
payable in an amount,  for each of the years  beginning  on  December  15 of the
years set forth below,  as set forth below  (expressed  as a  percentage  of the
aggregate  principal  amount  of the  Notes on the date of  payment  that  would
otherwise be due but for the provisions of this sentence):

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        Year                                          Percentage
        ----                                          ----------
        2001..........................................   13.750%
        2002..........................................   12.375%
        2003..........................................   11.000%
        2004..........................................    9.625%
        2005..........................................    8.250%

Section 6.3 Other Remedies.

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

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

Section 6.4 Waiver of Past Defaults.

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

Section 6.5 Control by Majority.

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

Section 6.6 Limitation on Suits.

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

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     (a)  the  Holder  of a  Note  gives  to the  Trustee  written  notice  of a
continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Notes make a written request to the Trustee to pursue the remedy;

     (c) such  Holder of a Note or Holders of Notes  offer  and,  if  requested,
provide to the Trustee  indemnity  satisfactory to the Trustee against any loss,
liability or expense;

     (d) the  Trustee  does not  comply  with the  request  within 60 days after
receipt of the  request  and the offer  and,  if  requested,  the  provision  of
indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the then outstanding  Notes do not give the Trustee a direction  inconsistent
with the request.

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

Section 6.7 Rights of Holders of Notes to Receive Payment.

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

Section 6.8 Collection Suit by Trustee.

     If an Event of Default  specified  in  Section  6.1(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee  of an  express  trust  against  the  Company  for the  whole  amount of
principal of, premium and  Liquidated  Damages,  if any, and interest  remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further  amount as shall be  sufficient to cover the costs and
expenses  of  collection,  including  the  reasonable  compensation,   expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.9 Trustee May File Proofs of Claim.

     The Trustee is  authorized to file such proofs of claim and other papers or
documents  as may be  necessary  or advisable in order to have the claims of the
Trustee  (including  any  claim  for  the  reasonable  compensation,   expenses,
disbursements  and  advances of the  Trustee,  its agents and  counsel)  and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other  obligor upon the Notes),  its creditors or its property and shall
be entitled and empowered to collect,  receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee,  and in the event that the Trustee  shall  consent to the making of
such payments  directly to the Holders,  to pay to the Trustee any amount due to
it for the reasonable compensation,  expenses, disbursements and advances of the
Trustee,  its agents and counsel,  and any other  amounts due the Trustee  under
Section  7.7 hereof.  To the extent  that the payment of any such  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and


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any other  amounts due the Trustee under Section 7.7 hereof out of the estate in
any such proceeding,  shall be denied for any reason,  payment of the same shall
be secured  by a Lien on,  and shall be paid out of, any and all  distributions,
dividends,  money,  securities  and other  properties  that the  Holders  may be
entitled to receive in such proceeding  whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any  Holder any plan of  reorganization,  arrangement,  adjustment  or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

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

     First:  to the  Trustee,  its agents and  attorneys  for  amounts due under
Section  7.7  hereof,  including  payment  of  all  compensation,   expense  and
liabilities  incurred,  and all advances  made, by the Trustee and the costs and
expenses of collection;

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

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

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

Section 6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit  against the  Trustee for any action  taken or omitted by it as a
Trustee,  a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs,  including  reasonable  attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses  made by the party  litigant.  This Section 6.11
does not apply to a suit by the Trustee,  a suit by a Holder of a Note  pursuant
to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.

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                                  ARTICLE VII.

                                     TRUSTEE

Section 7.1 Duties of Trustee.

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

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

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

          (ii)  in the  absence  of bad  faith  on its  part,  the  Trustee  may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein,  upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture.  However,
     the  Trustee  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  liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct,  except
that:

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

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

          (iii) 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 6.5 hereof.

     (d) Whether or not therein  expressly so provided,  every provision of this
Indenture  that in any way relates to the Trustee is subject to paragraphs  (a),
(b), (c), (e) and (f) of this Section and Section 7.2.

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

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

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Section 7.2 Rights of Trustee.

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

     (b) Before the Trustee  acts or  refrains  from  acting,  it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee 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.  The Trustee may consult with
counsel and the written  advice of such counsel or any Opinion of Counsel  shall
be full and complete  authorization  and protection from liability in respect of
any action  taken,  suffered  or omitted  by it  hereunder  in good faith and in
reliance thereon.

     (c) The Trustee may act through its  attorneys  and agents and 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 that it  believes  to be  authorized  or within the rights or
powers conferred upon it by this Indenture.

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

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

Section 7.3 Individual Rights of Trustee.

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

Section 7.4 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  Notes,  it shall not be
accountable  for the  Company's  use of the proceeds from the Notes or any money
paid to the Company or upon the Company's  direction under any provision of this
Indenture,  it shall not be responsible  for the use or application of any money
received  by any  Paying  Agent  other  than the  Trustee,  and it shall  not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection  with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

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Section 7.5 Notice of Defaults.

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

Section 7.6 Reports by Trustee to Holders of the Notes.

     Within 60 days after each October 1 beginning with October 1, 2000, and for
so long as Notes remain  outstanding,  the Trustee  shall mail to the Holders of
the Notes a brief report dated as of such  reporting date that complies with TIA
ss. 313(a) (but if no event  described in TIA ss. 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted).  The
Trustee  also  shall  comply  with TIA ss.  313(b)(2).  The  Trustee  shall also
transmit by mail all reports as required by TIA ss. 313(c).

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

Section 7.7 Compensation and Indemnity.

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

     The  Company  shall  indemnify  the  Trustee  against  any and all  losses,
liabilities or expenses  incurred by it arising out of or in connection with the
acceptance or administration  of its duties under this Indenture,  including the
costs and expenses of enforcing  this Indenture  against the Company  (including
this Section 7.7) and defending  itself against any claim  (whether  asserted by
the Company or any Holder or any other person) or liability in  connection  with
the exercise or performance of any of its powers or duties hereunder,  except to
the extent  any such loss,  liability  or  expense or a portion  thereof  may be
attributable  to its  negligence  or bad faith.  The  Trustee  shall  notify the
Company  promptly of any claim for which it may seek  indemnity.  Failure by the
Trustee  to so  notify  the  Company  shall  not  relieve  the  Company  of  its
obligations hereunder.  The Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any  settlement  made without its consent,  which  consent  shall not be


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unreasonably  withheld.  The Company need not reimburse any expense or indemnify
against  any loss  liability  or expense  incurred  by the  Trustee  through the
Trustee's own willful misconduct, negligence or bad faith.

     The  obligations  of the Company  under this Section 7.7 shall  survive the
satisfaction and discharge of this Indenture.

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

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified in Section 6.1(h) or (i) hereof occurs,  the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel)  are  intended  to  constitute  expenses  of  administration  under any
Bankruptcy Law.

     The Trustee shall comply with the  provisions  of TIA ss.  313(b)(2) to the
extent applicable.

Section 7.8 Replacement of Trustee.

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

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

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

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

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

     (d) the Trustee becomes incapable of acting.

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

     If a  successor  Trustee  does not take  office  within  60 days  after the
retiring Trustee resigns or is removed,  the retiring Trustee,  the Company,  or


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the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent  jurisdiction for the appointment of a
successor Trustee.

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

     A successor  Trustee shall deliver a written  acceptance of its appointment
to the  retiring  Trustee and to the  Company.  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
Holders of the Notes.  Subject to the Lien  provided  for in Section 7.7 hereof,
the retiring Trustee shall promptly  transfer all property held by it as Trustee
to the successor Trustee; provided,  however, that all sums owing to the Trustee
hereunder  shall  have been paid.  Notwithstanding  replacement  of the  Trustee
pursuant to this Section 7.8, the Company's obligations under Section 7.7 hereof
shall continue for the benefit of the retiring Trustee.

Section 7.9 Successor Trustee by Merger, etc.

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

Section 7.10 Eligibility; Disqualification.

     There  shall at all  times be a  Trustee  hereunder  that is a  corporation
organized and doing  business  under the laws of the United States of America or
of any state  thereof that is authorized  under such laws to exercise  corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

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

Section 7.11 Preferential Collection of Claims Against Company.

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

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                                 ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1 Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company  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  8.2 or 8.3 hereof be applied to all  outstanding  Notes or Note
Guarantees  upon  compliance with the conditions set forth below in this Article
VIII.

Section 8.2 Legal Defeasance and Discharge.

     Upon  the  Company's  exercise  under  Section  8.1  hereof  of the  option
applicable to this Section 8.2, the Company shall,  subject to the  satisfaction
of the  conditions  set  forth in  Section  8.4  hereof,  be deemed to have been
discharged  from its obligations  with respect to all  outstanding  Notes on the
date  the  conditions  set  forth  below  are  satisfied  (hereinafter,   "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and  discharged the entire  Indebtedness  represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the  purposes  of Section 8.5 hereof and the other  Sections  of this  Indenture
referred  to in (a)  and  (b)  below,  and  to  have  satisfied  all  its  other
obligations  under such Notes and this Indenture (and the Trustee,  on demand of
and  at  the  expense  of  the  Company,   shall  execute   proper   instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section 8.4
hereof, and as more fully set forth in such Section,  payments in respect of the
principal of, premium,  if any, and interest and Liquidated  Damages, if any, on
such  Notes when such  payments  are due,  (b) the  Company's  obligations  with
respect to such Notes under  Article II and Section 4.2 hereof,  (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations  in  connection  therewith  and (d) this  Article  VIII.  Subject to
compliance  with this  Article  VIII,  the Company may exercise its option under
this Section 8.2  notwithstanding the prior exercise of its option under Section
8.3 hereof.

Section 8.3 Covenant Defeasance.

     Upon  the  Company's  exercise  under  Section  8.1  hereof  of the  option
applicable to this Section 8.3, the Company shall,  subject to the  satisfaction
of the  conditions  set  forth in  Section  8.4  hereof,  be  released  from its
obligations under the covenants  contained in Sections 4.3, 4.7, 4.8, 4.9, 4.10,
4.11,  4.12,  4.14,  4.15,  4.16,  4.17,  4.18,  4.19 and 4.20  hereof,  and the
operation of Section 5.1 hereof,  with respect to the  outstanding  Notes on and
after  the  date  the   conditions  set  forth  in  Section  8.4  are  satisfied
(hereinafter,  "Covenant Defeasance"),  and the Notes shall thereafter be deemed
not  "outstanding"  for  the  purposes  of any  direction,  waiver,  consent  or
declaration  or act  of  Holders  (and  the  consequences  of  any  thereof)  in
connection  with such covenants,  but shall continue to be deemed  "outstanding"
for all other purposes  hereunder (it being understood that such Notes shall not
be deemed  outstanding  for  accounting  purposes).  For this purpose,  Covenant
Defeasance  means that, with respect to the outstanding  Notes,  the Company may
omit to  comply  with and  shall  have no  liability  in  respect  of any  term,
condition or  limitation  set forth in any such  covenant,  whether  directly or
indirectly,  by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.1 hereof, but, except as specified above,
the remainder of this Indenture and such Notes shall be unaffected  thereby.  In
addition,  upon the  Company's  exercise  under Section 8.1 hereof of the option
applicable  to this  Section  8.3  hereof,  subject to the  satisfaction  of the
conditions  set forth in Section  8.4 hereof,  Sections  6.1(c)  through  6.1(g)
hereof shall not constitute Events of Default.

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Section 8.4 Conditions to Legal or Covenant Defeasance.

     The following  shall be the conditions to the application of either Section
8.2 or 8.3 hereof to the  outstanding  Notes.  In order to exercise either Legal
Defeasance or Covenant Defeasance:

     (a) the Company must  irrevocably  deposit with the Trustee,  in trust, for
the  benefit  of the  Holders,  cash  in  United  States  dollars,  non-callable
Government  Securities,  or a combination  thereof,  in such amounts as shall be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants,  to pay the  principal  of,  premium,  if  any,  and  interest  and
Liquidated  Damages,  if any,  on the  outstanding  Notes on the stated date for
payment  thereof or on the applicable  redemption  date, as the case may be, and
the Company must specify  whether the Notes are being defeased to maturity or to
a particular redemption date;

     (b) in the case of an election under Section 8.2 hereof,  the Company shall
have  delivered  to the  Trustee an  Opinion  of  Counsel  in the United  States
reasonably  acceptable  to the  Trustee  confirming  that  (A) the  Company  has
received  from, or there has been published by, the Internal  Revenue  Service a
ruling or (B) since the Issue  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, the Holders of the outstanding Notes
shall not recognize  income,  gain or loss for federal  income tax purposes as a
result of such Legal  Defeasance  and shall 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 an election under Section 8.3 hereof,  the Company shall
have  delivered  to the  Trustee an  Opinion  of  Counsel  in the United  States
reasonably  acceptable  to  the  Trustee  confirming  that  the  Holders  of the
outstanding  Notes shall not recognize  income,  gain or loss for federal income
tax  purposes as a result of such  Covenant  Defeasance  and shall 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 or Event of Default  shall have  occurred and be  continuing
either: (i) on the date of such deposit other than a Default or Event of Default
resulting  from the  borrowing of funds to be applied to such  deposit,  or (ii)
under  Sections  6.1(h) or 6.1(i) hereof at any time in the period ending on the
91st day after the date of deposit  (it being  understood  that this clause (ii)
shall not be interpreted as delaying the  effectiveness  of Covenant  Defeasance
beyond the date of deposit described in clause (a) above);

     (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  Company  or any of its
Restricted  Subsidiaries  is a  party  or by  which  the  Company  or any of its
Restricted Subsidiaries is bound;

     (f) the Company  shall have  delivered to the Trustee an Opinion of Counsel
to the effect that,  assuming no intervening  bankruptcy of the Company  between
the date of deposit and the 91st day  following the deposit and assuming that no


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Holder is an "insider" of the Company under applicable Bankruptcy Law, after the
91st day  following  the  deposit,  the trust  funds shall not be subject to the
effect of any applicable bankruptcy, insolvency,  reorganization or similar laws
affecting creditors' rights generally;

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

     (h)  the  Company  shall  have   delivered  to  the  Trustee  an  Officers'
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions
precedent  provided  for or relating  to the Legal  Defeasance  or the  Covenant
Defeasance have been complied with.

Section 8.5 Deposited  Money  and  Government  Securities  to  be Held in Trust;
Other Miscellaneous Provisions.

     Subject  to  Section  8.6  hereof,  all money and  non-callable  Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying  trustee,   collectively  for  purposes  of  this  Section  8.5,  the
"Trustee")  pursuant to Section 8.4 hereof in respect of the  outstanding  Notes
shall be held in trust  and  applied  by the  Trustee,  in  accordance  with the
provisions of such Notes and this Indenture,  to the payment, either directly or
through any Paying Agent  (including  the Company acting as Paying Agent) as the
Trustee  may  determine,  to the  Holders  of such  Notes of all sums due and to
become due thereon in respect of  principal,  premium,  if any, and interest and
Liquidated  Damages,  if any, but such money need not be  segregated  from other
funds except to the extent required by law.

     The Company  shall pay and  indemnify  the Trustee  against any tax, fee or
other charge imposed on or assessed against the cash or non-callable  Government
Securities  deposited  pursuant  to  Section  8.4  hereof or the  principal  and
interest  received  in respect  thereof  other  than any such tax,  fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Anything in this Article VIII to the contrary notwithstanding,  the Trustee
shall  deliver or pay to the  Company  from time to time upon the request of the
Company any money or non-callable  Government  Securities held by it as provided
in Section 8.4 hereof which,  in the opinion of a nationally  recognized firm of
independent  public  accountants  expressed in a written  certification  thereof
delivered  to the Trustee  (which may be the  opinion  delivered  under  Section
8.4(a) hereof),  are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.6 Repayment to Company.

     Any money  deposited with the Trustee or any Paying Agent,  or then held by
the Company,  in trust for the payment of the principal of, premium,  if any, or
interest or Liquidated  Damages, if any, on any Note and remaining unclaimed for
two years after such principal,  and premium,  if any, or interest or Liquidated
Damages,  if any, has become due and payable shall be paid to the Company on its
request or (if then held by the Company)  shall be  discharged  from such trust;
and the Holder of such Note shall  thereafter,  as an unsecured  creditor,  look


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only to the Company for payment  thereof,  and all  liability  of the Trustee or
such Paying  Agent with respect to such trust  money,  and all  liability of the
Company as trustee thereof, shall thereupon cease;  provided,  however, that the
Trustee or such Paying Agent,  before being required to make any such repayment,
may at the expense of the Company  cause to be published  once,  in The New York
Times and The Wall Street  Journal  (national  edition),  notice that such money
remains unclaimed and that, after a date specified  therein,  which shall not be
less  than 30 days  from  the  date of such  notification  or  publication,  any
unclaimed balance of such money then remaining shall be repaid to the Company.

Section 8.7 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or  non-callable  Government  Securities in  accordance  with Section 8.2 or 8.3
hereof,  as the case may be, by reason of any order or  judgment of any court or
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  then the Company's  obligations under this Indenture and the Notes
shall be revived and  reinstated  as though no deposit had occurred  pursuant to
Section  8.2 or 8.3  hereof  until such time as the  Trustee or Paying  Agent is
permitted to apply all such money in accordance  with Section 8.2 or 8.3 hereof,
as the case may be; provided, however, that, if the Company makes any payment of
principal of, premium, if any, or interest or Liquidated Damages, if any, on any
Note  following  the  reinstatement  of its  obligations,  the Company  shall be
subrogated  to the rights of the Holders of such Notes to receive  such  payment
from the money held by the Trustee or Paying Agent.

                                  ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1 Without Consent of Holders of Notes.

     Notwithstanding Section 9.2 of this Indenture,  the Company, the Guarantors
and the Trustee may amend or supplement  this  Indenture,  the Notes or the Note
Guarantees without the consent of any Holder of a Note:

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

     (b) to  provide  for  uncertificated  Notes in  addition  to or in place of
certificated  Notes or to alter the  provisions of Article II hereof  (including
the related  definitions) in a manner that does not materially  adversely affect
any Holder;

     (c) to provide  for the  assumption  of the  Company's  or any  Guarantor's
obligations  to the Holders of the Notes by a successor to the Company  pursuant
to Article V or Article XII hereof;

     (d) to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not  adversely  affect the legal rights
hereunder of any Holder of the Note;

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<PAGE>

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

     (f) to add a Guarantor pursuant to Section 12.2; and

     (g)  to  evidence  and  provide  the  acceptance  of the  appointment  of a
successor Trustee pursuant to Section 7.8 and 7.9.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors  authorizing  the  execution  of  any  such  amended  or  supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.2 hereof,  the Trustee  shall join with the  Company in the  execution  of any
amended or supplemental  indenture  authorized or permitted by the terms of this
Indenture and to make any further  appropriate  agreements and stipulations that
may be therein  contained,  but the Trustee shall not be obligated to enter into
such amended or  supplemental  indenture that affects its own rights,  duties or
immunities under this Indenture or otherwise.

Section 9.2 With Consent of Holders of Notes.

     Except as provided  below in this  Section 9.2, the Company and the Trustee
may  amend  or  supplement  this  Indenture  and the  Notes  may be  amended  or
supplemented with the consent of the Holders of at least a majority in aggregate
principal  amount  of the  Notes  then  outstanding  voting  as a  single  class
(including without  limitation,  consents obtained in connection with a purchase
of, tender offer or exchange offer for, the Notes), and, subject to Sections 6.4
and 6.7 hereof,  any existing  Default or Event of Default (other than a Default
or Event of Default in the  payment of the  principal  of,  premium,  if any, or
interest or Liquidated  Damages,  if any, on the Notes, except a payment default
resulting from an  acceleration  that has been rescinded) or compliance with any
provision  of this  Indenture or the Notes may be waived with the consent of the
Holders of a majority  in  aggregate  principal  amount of the then  outstanding
Notes voting as a single class (including without limitation,  consents obtained
in  connection  with a purchase  of,  tender  offer or exchange  offer for,  the
Notes).

     Upon  the  request  of  the  Company  accompanied  by  a  Board  Resolution
authorizing  the execution of any such amended or  supplemental  indenture,  and
upon the filing with the Trustee of evidence  satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents  described in Section 7.2 hereof,  the Trustee shall join with the
Company in the execution of such amended or supplemental  indenture  unless such
amended or  supplemental  indenture  directly  affects the Trustee's own rights,
duties or  immunities  under  this  Indenture  or  otherwise,  in which case the
Trustee may in its  discretion,  but shall not be obligated  to, enter into such
amended or supplemental indenture.

     It shall not be  necessary  for the  consent of the  Holders of Notes under
this Section 9.2 to approve the  particular  form of any  proposed  amendment or
waiver,  but it shall be  sufficient  if such  consent  approves  the  substance
thereof.

     After an  amendment,  supplement  or waiver  under this Section 9.2 becomes
effective,  the Company  shall mail to the Holders of Notes  affected  thereby a
notice briefly  describing the amendment,  supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein,  shall not, however,  in


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<PAGE>

any way  impair or affect  the  validity  of any such  amended  or  supplemental
indenture  or waiver.  However,  without the  consent of each  Holder  adversely
affected, an amendment or waiver under this Section 9.2 may not (with respect to
any Notes held by a non-consenting Holder):

     (a) reduce the  aggregate  principal  amount of Notes  whose  Holders  must
consent to an amendment, supplement or waiver;

     (b) reduce the  principal  of or change the fixed  maturity  of any Note or
alter any of the  provisions  with respect to the redemption of the Notes except
as provided above with respect to Sections 3.9, 4.10 and 4.14 hereof;

     (c) reduce the rate of or change the time for  payment of  interest  on any
Note;

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

     (e) make any Note payable in money other than that stated in the Notes;

     (f) make any change in the provisions of this Indenture relating to waivers
of past  Defaults  or the  rights of Holders  of Notes to  receive  payments  of
principal of or premium,  if any, or interest or Liquidated  Damages, if any, on
the Notes;

     (g) waive a  redemption  payment  with  respect to any Note  (other  than a
payment required by Sections 3.9, 4.10 and 4.14 hereof); or

     (h) make any  change  in  Section  6.4 or 6.7  hereof  or in the  foregoing
amendment and waiver provisions.

Section 9.3 Compliance with Trust Indenture Act.

     Every  amendment or supplement to this  Indenture or the Notes shall be set
forth in a amended or supplemental  indenture that complies with the TIA as then
in effect.

Section 9.4 Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing  consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note.  However,  any such  Holder of a Note or  subsequent  Holder of a Note may
revoke the  consent as to its Note if the  Trustee  receives  written  notice of
revocation  before  the  date  the  waiver,   supplement  or  amendment  becomes
effective.  An amendment,  supplement or waiver becomes  effective in accordance
with its terms and thereafter binds every Holder.

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<PAGE>

Section 9.5 Notation on or Exchange of Notes.

     The  Trustee  may  place  an  appropriate   notation  about  an  amendment,
supplement  or waiver  on any Note  thereafter  authenticated.  The  Company  in
exchange  for all Notes may issue and the  Trustee  shall,  upon  receipt  of an
Authentication  Order,  authenticate  new  Notes  that  reflect  the  amendment,
supplement or waiver.

     Failure  to make the  appropriate  notation  or issue a new Note  shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.6 Trustee to Sign Amendments, etc.

     The Trustee  shall sign any amended or  supplemental  indenture  authorized
pursuant to this Article IX if the  amendment or  supplement  does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental indenture until its Board of Directors
approves it. In executing  any amended or  supplemental  indenture,  the Trustee
shall be entitled to receive and (subject to Section 7.1 hereof)  shall be fully
protected in relying upon, in addition to the documents required by Section 10.4
hereof,  an  Officer's  Certificate  and an Opinion of Counsel  stating that the
execution of such amended or  supplemental  indenture is authorized or permitted
by this Indenture.

                                   ARTICLE X.

                                  MISCELLANEOUS

Section 10.1 Trust Indenture Act Controls.

     If any provision of this Indenture limits,  qualifies or conflicts with the
duties imposed by TIA ss. 318(c), the imposed duties shall control.

Section 10.2 Notices.

     Any notice or  communication by the Company or the Trustee to the others is
duly given if in writing and  delivered  in Person or mailed by first class mail
(registered  or  certified,  return  receipt  requested),  telex,  telecopier or
overnight air courier guaranteeing next-day delivery, to the others' address:

                  If to the Company:

                  Horizon PCS, Inc.
                  68 East Main Street
                  Chillicothe, Ohio  45601-0480
                  Attention:   William A. McKell
                  Telecopy No.:   (740) 774-3400

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<PAGE>

                  With copies to:

                  Arnall Golden & Gregory, LLP
                  2800 One Atlantic Center
                  1201 West Peachtree Street
                  Atlanta, Georgia  30309-3450
                  Attention:  Donald I. Hackney, Jr.
                                 T. Clark Fitzgerald
                  Telecopy No.:  (404) 873-8501

                  If to the Trustee:
                  Wells Fargo Bank Minnesota, National Association
                  Sixth and Marquette, MAC N9303-120
                  Minneapolis, Minnesota  55479
                  Telecopier No.:  (612) 667-9825
                  Attention:  Corporate Trust Services

     The  Company  or the  Trustee,  by  notice  to  the  others  may  designate
additional or different addresses for subsequent notices or communications.

     All notices and communications  (other than those sent to Holders) shall be
deemed to have been duly given:  at the time  delivered by hand,  if  personally
delivered;  five  Business  Days  after  being  deposited  in the mail,  postage
prepaid, if mailed; when answered back, if telexed;  when receipt  acknowledged,
if telecopied;  and the next Business Day after timely  delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

     Any  notice or  communication  to a Holder  shall be mailed by first  class
mail,  certified or registered,  return receipt  requested,  or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the  Registrar.  Any notice or  communication  shall also be so mailed to any
Person  described in TIA ss. 313(c),  to the extent required by the TIA. Failure
to mail a notice  or  communication  to a Holder  or any  defect in it shall not
affect its sufficiency with respect to other Holders.

     If a notice or  communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders,  it shall mail a
copy to the Trustee and each Agent at the same time.

Section 10.3 Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate  pursuant to TIA ss. 312(b) with other Holders with
respect to their rights  under this  Indenture  or the Notes.  The Company,  the
Trustee,  the  Registrar  and anyone else shall have the  protection  of TIA ss.
312(c).

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<PAGE>

Section 10.4 Certificate and Opinion as to Conditions Precedent.

     Upon any request or  application  by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably  satisfactory
to the Trustee  (which shall  include the  statements  set forth in Section 10.5
hereof)  stating that, in the opinion of the signers,  all conditions  precedent
and covenants,  if any, provided for in this Indenture  relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably  satisfactory to
the Trustee  (which  shall  include  the  statements  set forth in Section  10.5
hereof)  stating  that,  in the  opinion of such  counsel,  all such  conditions
precedent and covenants have been satisfied.

Section 10.5 Statements Required in Certificate or Opinion.

     Each  certificate or opinion with respect to compliance with a condition or
covenant  provided  for in this  Indenture  (other than a  certificate  provided
pursuant  to TIA ss.  314(a)(4))  shall  comply with the  provisions  of TIA ss.
314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read
such covenant or condition;

     (b) 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;

     (c) a statement  that,  in the opinion of such  Person,  he or she 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
satisfied; and

     (d) a statement as to whether or not, in the opinion of such  Person,  such
condition or covenant has been satisfied.

Section 10.6 Rules by Trustee and Agents.

     The  Trustee  may make  reasonable  rules for  action by or at a meeting of
Holders.  The  Registrar  or  Paying  Agent  may make  reasonable  rules and set
reasonable requirements for its functions.

Section 10.7  No  Personal  Liability  of  Directors,  Officers,  Employees  and
Stockholders.

     No past,  present or future director,  officer,  employee,  incorporator or
stockholder of the Company or any Guarantor,  as such,  shall have any liability
for any  obligations of the Company or any Guarantor  under the Notes,  the Note
Guarantees,  this  Indenture  or for any claim  based on, in  respect  of, or by
reason of, such  obligations or their creation.  Each Holder by accepting a Note
waives and releases all such  liability.  The waiver and release are part of the
consideration for issuance of the Notes and the Note 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.

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<PAGE>

Section 10.8 Governing Law.

     THE  INTERNAL  LAW OF THE  STATE OF NEW YORK  SHALL  GOVERN  AND BE USED TO
CONSTRUE  THIS  INDENTURE  AND THE NOTES  WITHOUT  GIVING  EFFECT TO  APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 10.9 No Adverse Interpretation of Other Agreements.

     This  Indenture may not be used to interpret any other  indenture,  loan or
debt agreement of the Company or its  Subsidiaries  or of any other Person.  Any
such  indenture,  loan or debt  agreement  may  not be  used to  interpret  this
Indenture.

Section 10.10 Successors.

     All  agreements  of the Company in this  Indenture and the Notes shall bind
its  successors.  All agreements of the Trustee in this Indenture shall bind its
successors.

Section 10.11 Severability.

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

Section 10.12 Counterpart 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.

Section 10.13 Table of Contents, Headings, etc.

     The Table of Contents,  Cross-Reference  Table and Headings of the Articles
and Sections of this Indenture  have been inserted for  convenience of reference
only,  are not to be  considered  a part of this  Indenture  and shall in no way
modify or restrict any of the terms or provisions hereof.

                                   ARTICLE XI.

                        SUBORDINATION OF NOTE GUARANTEES

Section 11.1 Agreement To Subordinate.

     Each Guarantor agrees, and each Holder by accepting a Note agrees, that the
Indebtedness  evidenced  by each  Note  Guarantee  is  subordinated  in right of
payment,  to the extent and in the manner provided herein,  to the prior payment
in full of all Senior Debt of such  Guarantor  (whether  outstanding on the date
hereof or hereafter  created,  incurred,  assumed or  guaranteed),  and that the
subordination  is for the benefit of, and shall be enforceable  directly by, the
holders of such Senior Debt.

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<PAGE>

Section 11.2 Liquidation; Dissolution; Bankruptcy.

     Upon (a) any distribution to creditors of any Guarantor in a liquidation or
dissolution  of such Guarantor or in a bankruptcy,  reorganization,  insolvency,
receivership or similar proceeding relating to such Guarantor or its property or
(b) an  assignment  for the  benefit  of  creditors  or any  marshaling  of such
Guarantor's assets and liabilities:

          (i) the holders of Senior Debt of such Guarantor  shall be entitled to
     receive  payment in full of all  Obligations  due in respect of such Senior
     Debt (including  interest after the  commencement  of any such  proceeding,
     whether or not  allowed,  at the rate  specified in the  applicable  Senior
     Debt) in cash or Cash  Equivalents  before  Holders  shall be  entitled  to
     receive any  payment  with  respect to the  Guarantee  Obligations  of such
     Guarantor  (except  that  Holders may receive and retain  Permitted  Junior
     Securities); and

          (ii)  until  all  Obligations  with  respect  to  Senior  Debt of such
     Guarantor  (as  provided  in  clause  (i)  above)  are  paid in  full,  any
     distribution  to  which  Holders  would be  entitled  with  respect  to the
     Guarantee  Obligations  of such  Guarantor but for this Article XI shall be
     made to holders of Senior Debt of such  Guarantor  (except that Holders may
     receive and retain  Permitted  Junior  Securities),  as their interests may
     appear to the extent  necessary to make payment in full on all  Obligations
     with respect to such Senior Debt remaining  unpaid,  after giving effect to
     all  concurrent  payments  or  distributions  to the holders of such Senior
     Debt.

     The  consolidation  of any  Guarantor  with, or the merger of any Guarantor
into,  another  Person  or the  liquidation  or  dissolution  of  any  Guarantor
following  the  conveyance,  transfer  or lease  of its  properties  and  assets
substantially as an entirety to another Person upon the terms and conditions set
forth  in  this  Indenture  shall  not be  deemed  a  dissolution,  winding  up,
liquidation,  reorganization,   assignment  for  the  benefit  of  creditors  or
marshaling of assets and  liabilities of such Guarantor for the purposes of this
Section  11.2 if the  Person  formed by such  consolidation  or into  which such
Guarantor  is merged or the Person  which  acquires by  conveyance,  transfer or
lease such properties and assets  substantially as an entirety,  as the case may
be, shall,  as a part of such  consolidation,  merger,  conveyance,  transfer or
lease, comply with the conditions set forth in this Indenture.

Section 11.3 Default On Designated Senior Debt.

     No Guarantor  shall make any payment or  distribution to the Trustee or any
Holder upon or in respect of its  Guarantee  Obligations  other than payments in
Permitted Junior Securities if:

     (a) a default in the payment of any  principal  of, or premium,  if any, or
interest  on  any  Designated  Senior  Debt  of  such  Guarantor  occurs  and is
continuing  beyond any applicable  grace period in the  agreement,  indenture or
other document governing such Designated Senior Debt (whether upon maturity,  as
a result of acceleration or otherwise); or

                                       85
<PAGE>

     (b) any other  default  occurs and is  continuing  with respect to any such
Designated Senior Debt that permits holders of such Designated Senior Debt as to
which such default  relates to accelerate  its maturity,  and such Guarantor and
the  Trustee  receive  written  notice of such  default  from a majority  of the
holders,   or  from   the   trustee,   agent  or   other   representative   (the
"Representative")  of the  holders,  of any such  Designated  Senior  Debt (such
notice, a "Payment Blockage Notice"). If the Trustee receives any such notice, a
subsequent notice received within 360 days thereafter shall not be effective for
purposes  of this  Section  11.3.  No  nonpayment  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.

     Notwithstanding  anything  herein to the contrary,  each  Guarantor may and
shall  resume  payments  on  and  distributions  in  respect  of  its  Guarantee
Obligations  including  the  payment of any amounts  previously  blocked by such
Payment Blockage Notice upon the earlier of:

          (i) in the case of a default referred to in clause (a) of this Section
     11.3,  the date  upon  which  the  default  is cured or waived or ceases to
     exist, or

          (ii) in the  case  of a  default  referred  to in  clause  (b) of this
     Section  11.3,  179 days  after  the date on which the  applicable  Payment
     Blockage  Notice is received or such earlier  date on which the  applicable
     Payment Blockage Notice is earlier  terminated (a) by written notice to the
     Trustee and such Guarantor from such  Representative or the majority of the
     holders of such  Designated  Senior  Debt,  (b) because  such default is no
     longer  continuing  or (c)  because  such  Designated  Senior Debt has been
     discharged or repaid in full.

Section 11.4 Payment Permitted if No Default.

     Nothing contained in this Article XI or elsewhere in this Indenture, in any
of the Notes or in any Note  Guarantee  shall  prevent any Guarantor at any time
except during the pendency of any case, proceedings, dissolution, liquidation or
other winding up, assignment for the benefit of creditors or other marshaling of
assets and  liabilities  of any such  Guarantor  referred to in Section  11.2 or
under the conditions described in Section 11.3, from making payments at any time
of the Guarantee Obligations of such Guarantor.

Section 11.5 Acceleration of Notes.

     If payment of the Notes is accelerated because of an Event of Default,  the
Company shall promptly notify holders of Senior Debt of the acceleration.

Section 11.6 When Distribution Must be Paid Over.

     In the event that any Holder  receives  any  payments  with  respect to the
Guarantee Obligations of any Guarantor at a time when such payment is prohibited
by Section 11.3 hereof,  such payment  shall be held by such Holder in trust for
the benefit of, and, upon written request of the  Representative  of the holders
of Senior Debt of such Guarantor, shall be paid forthwith over and delivered to,


                                       86
<PAGE>

the  holders  of Senior  Debt of such  Guarantor  under any  indenture  or other
agreement (if any)  pursuant to which such Senior Debt may have been issued,  as
their interest may appear,  for  application  to the payment of all  Obligations
with respect to such Senior Debt remaining unpaid to the extent necessary to pay
such Obligations in full in accordance with their terms,  after giving effect to
any  concurrent  payment or  distribution  to or for the  holders of such Senior
Debt.

     If a  distribution  is made to any Holder that  because of this  Article XI
should not have been made to it, such Holder who receives the distribution shall
hold  it in  trust  for  the  benefit  of,  and  upon  written  request  of  the
Representative  of the holders of the applicable Senior Debt pay it over to, the
holders of such  Senior Debt under any  indenture  or other  agreement  (if any)
pursuant to which such Senior Debt may have been issued,  as their  interest may
appear,  for application to the payment of all Obligations  with respect to such
Senior Debt remaining  unpaid to the extent necessary to pay such Obligations in
full in  accordance  with their  terms,  after giving  effect to any  concurrent
payment or distribution to or for the holders of such Senior Debt.

     With  respect to the  holders of Senior  Debt,  the Trustee  undertakes  to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article XI, and no implied  covenants or obligations  with respect
to the  holders of Senior  Debt shall be read into this  Indenture  against  the
Trustee.  The  Trustee  shall  not be deemed  to owe any  fiduciary  duty to the
holders  of Senior  Debt,  and shall  not be liable to any such  holders  if the
Trustee  shall pay over or  distribute to or on behalf of Holders or the Company
or any other person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article XI except if such payment is made as a result
of the willful misconduct or gross negligence of the Trustee.

Section 11.7 Notice By The Company.

     The Company shall  promptly  notify the Trustee and the Paying Agent of any
facts known to it that would  cause a payment of any  Guarantee  Obligations  to
violate  this  Article XI, but failure to give such notice  shall not affect the
subordination  of the Guarantee  Obligations  to Senior Debt as provided in this
Article XI.

Section 11.8 Subrogation.

     After all Senior  Debt of a  Guarantor  is paid in full and until the Notes
are paid in full,  the Holders  shall be  subrogated to the rights of holders of
such Senior Debt to receive payments or distributions  applicable to such Senior
Debt to the extent  that  payments  or  distributions  otherwise  payable to the
Holders have been  applied to the payment of such Senior Debt.  For the purposes
of such  subrogation,  no such payments or  distributions to the holders of such
Senior  Debt by or on  behalf of such  Guarantor  to which  the  Holders  or the
Trustee would  otherwise be entitled  except for the  provisions of this Article
XI, and no payments pursuant to the provisions of this Article XI to the holders
of such  Senior Debt by the  Holders or the  Trustee,  or by or on behalf of the
Holders by virtue of this Article XI which otherwise would have been made to the
Holders shall,  as between the relevant  Guarantor and the Holders of the Notes,
be deemed to be a payment by such  Guarantor  to or on  account  of such  Senior
Debt,  it being  understood  that the  provisions of this Article XI are and are
intended  solely for the purpose of defining the relative  rights of the Holders
on the one hand, and the holders of the Senior Debt, on the other hand.

                                       87
<PAGE>

Section 11.9 Relative Rights.

     This Article XI defines the  relative  rights of the Holders and holders of
Senior Debt of a Guarantor. Nothing in this Indenture shall:

     (a) impair,  as between any Guarantor and the Holders,  the  obligations of
such  Guarantor,  which are absolute  and  unconditional,  to pay its  Guarantee
Obligations in accordance with their terms;

     (b) affect the  relative  rights of the  Holders and the  creditors  of any
Guarantor  other than their  rights in relation to the holders of Senior Debt of
such Guarantor; or

     (c)  prevent  the  Trustee  or any Holder  from  exercising  its  available
remedies upon a default by a Guarantor under its Guarantee Obligations,  subject
to the rights of holders and owners of Senior Debt of such  Guarantor to receive
distributions and payments otherwise payable to Holders pursuant to this Article
XI.

     If any  Guarantor  fails  because of this  Article XI to pay any  Guarantee
Obligation  on the due date,  such failure  shall still  constitute a Default or
Event of Default.

Section 11.10 Subordination May Not Be Impaired By The Guarantors.

     No right of any  holder of Senior  Debt of any  Guarantor  to  enforce  the
subordination of the Indebtedness evidenced by the Guarantee Obligations of such
Subsidiary  shall be impaired by any act or failure to act by such  Guarantor or
any Holder or by the  failure of such  Guarantor,  the  Trustee or any Holder to
comply with this Indenture.

Section 11.11 Distribution Or Notice To Representative.

     Whenever  a  distribution  is to be made or a notice  given to  holders  of
Senior Debt of any Guarantor,  the distribution may be made and the notice given
to their Representative.

     Upon any payment or distribution of assets of any Guarantor  referred to in
this Article XI, the Trustee, subject to TIA Sections 315(a) through 315(d), and
the Holders shall be entitled to rely upon any order or decree made by any court
of competent  jurisdiction or upon any certificate of such Representative of the
applicable Senior Debt of such Guarantor or of the liquidating  trustee or agent
or other person making any distribution to the Trustee or to the Holders for the
purpose  of   ascertaining   the  persons   entitled  to   participate  in  such
distribution,  the holders of such Senior  Debt and other  Indebtedness  of such
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 XI.

                                       88
<PAGE>

Section 11.12 Rights Of Trustee And Paying Agent.

     Regardless  of anything to the  contrary  contained  in this  Article XI or
elsewhere in this Indenture,  the Trustee shall not be charged with knowledge of
the existence of any default or event of default with respect to any Senior Debt
of any  Guarantor  or of any other facts which would  prohibit the making of any
payment  to or by the  Trustee  unless  and until a  Responsible  Officer of the
Trustee  shall have  received  notice in writing from the  Company,  or from the
majority holders of the applicable Senior Debt or Designated Senior Debt, as the
case may be, or a Representative  therefor  satisfactory to it that payments may
not be made pursuant to this Article XI, together with proof satisfactory to the
Trustee  of  such   holding  of  Senior  Debt  or  of  the   authority  of  such
Representative,  and,  prior to the  receipt  of any such  written  notice,  the
Trustee,  subject to TIA Sections  315(a) through  315(d),  shall be entitled to
assume (in the absence of actual  knowledge to the contrary)  that no such facts
exist.

     In the event that the Trustee determines in good faith that any evidence is
required  with  respect to the right of any Person as a holder of Senior Debt of
any Guarantor to  participate  in any payment or  distribution  pursuant to this
Article  XI, the Trustee  may  request  such  Person to furnish  evidence to the
reasonable  satisfaction  of the  Trustee as to the  amounts of such Senior Debt
held by such Person,  the extent to which such Person is entitled to participate
in such payment or  distribution  and any other facts pertinent to the rights of
such Person  under this  Article XI and if such  evidence is not  furnished  the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive such payment.

     The Trustee in its  individual  or any other  capacity may hold Senior Debt
with the same rights it would have if it were not Trustee.  Any Agent may do the
same with like rights.

Section 11.13 Article XI Not To Prevent Events of Default Under A Note Guarantee
or Limit Right to Demand Payment.

     The failure to make a payment pursuant to a Note Guarantee by reason of any
provision in this Article XI shall not be construed as preventing the occurrence
of a default  under such Note  Guarantee.  Nothing in this Article XI shall have
any  effect on the right of the  Holders  or the  Trustee  to make a demand  for
payment on any Note  Guarantee  pursuant to this  Indenture or the relevant Note
Guarantee.

Section 11.14 Authorization To Effect Subordination.

     Each Holder of Notes by such Holder's  acceptance  thereof  authorizes  and
directs  the  Trustee  on such  Holder's  behalf to take  such  action as may be
necessary or  appropriate to effectuate  the  subordination  as provided in this
Article XI, and appoints the Trustee such Holder's  attorney-in-fact for any and
all such purposes.

Section 11.15 Article Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed  by the Company and be then acting  hereunder,  the term  "Trustee" as
used in this  Article  XI shall  in such  case  (unless  the  context  otherwise
requires) be construed  as extending to and  including  such Paying Agent within
its meaning as fully for all intents and  purposes as if such Paying  Agent were
named in this Article XI in addition to or in place of the Trustee.

                                       89
<PAGE>

Section 11.16 Amendments.

     The  provisions  of this  Article XI shall not be amended or  modified in a
manner  that  adversely  affects the rights of the holders of any Senior Debt of
any Guarantor without the written consent of the Administrative  Agent under the
Senior Financing or a majority of the lenders under the Senior Financing.

Section 11.17 Payment in Full.

     For purposes of this  Article XI,  payment in full of all Senior Debt shall
be deemed to have  occurred upon the payment of such Senior Debt in cash or Cash
Equivalents  or such other manner as is  satisfactory  to holders of such Senior
Debt.

                                  ARTICLE XII.

                                   GUARANTEES

Section 12.1 Guarantees.

     Each Guarantor hereby unconditionally Guarantees, jointly and severally, to
each Holder and to the Trustee and its  successors  and assigns (a) the full and
punctual  payment of principal of, and premium and Liquidated  Damages,  if any,
and interest on the Notes when due,  whether at maturity,  by  acceleration,  by
redemption or otherwise, and all other monetary obligations of the Company under
this  Indenture and the Notes and (b) the full and punctual  performance  within
applicable  grace  periods of all other  obligations  of the Company  under this
Indenture  and the Notes.  Each  Guarantor  further  agrees  that the  Guarantee
Obligations  set forth in this Article XII may be extended or renewed,  in whole
or in part, without notice or further assent from such Guarantor,  and that such
Guarantor  shall  remain  bound  under  this  Article  XII  notwithstanding  any
extension or renewal of any Guarantee Obligations.

     Each Guarantor waives  presentation to, demand of, payment from and protest
to the Company of any of the  Guarantee  Obligations  and also waives  notice of
protest for  nonpayment.  Each Guarantor  waives notice of any default under the
Notes or its Note Guarantee.  The obligations of each Guarantor  hereunder shall
not be  affected  by (a) the  failure of any Holder or the Trustee to assert any
claim or demand or to enforce  any right or remedy  against  the  Company or any
other  Person  under  this  Indenture,  the  Notes  or any  other  agreement  or
otherwise;  (b) any  extension  or renewal of any thereof;  (c) any  rescission,
waiver,  amendment or  modification  of any of the terms or  provisions  of this
Indenture,  the Notes or any other  agreement;  (d) the release of any  security
held by any Holder or the Trustee for the Note  Guarantees  or any of them;  (e)
the failure of any Holder or the Trustee to exercise any right or remedy against
any other guarantor of the Note Guarantee; or (f) any change in the ownership of
such Guarantor.

     Each Guarantor further agrees that its Note 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 Note Guarantee.

                                       90
<PAGE>

     Each  Note  Guarantee  is, to the  extent  and in the  manner  set forth in
Article XI, subordinated and subject in right of payment to the prior payment in
full of all Senior Debt of the Guarantor  giving such Note Guarantee and is made
subject to such provisions of this Indenture.

     Except as expressly set forth in Sections 8.1 and 12.3, 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 any Note Guarantee
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 Notes 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 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 such Guarantor or would
otherwise operate as a discharge of such Guarantor as a matter of law or equity.

     Each Guarantor further agrees that its Note Guarantee herein shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or
any part  thereof,  or premium,  if any, or  interest on any Note  Guarantee  is
rescinded  or must  otherwise  be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.

     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  Company to pay the  principal  of or
premium,  if any, or interest on any Guarantee  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  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 amount of such Guarantee  Obligations,
(ii) accrued and unpaid premium and Liquidated  Damages, if any, and interest on
such  Guarantee  Obligations  (but only to the extent not prohibited by law) and
(iii) all other  monetary  Obligations  of the  Company to the  Holders  and the
Trustee.

     Each  Guarantor  agrees  that it  shall  not be  entitled  to any  right of
subrogation  in respect of any  Obligations  guaranteed  hereby until payment in
full in cash of all Guarantee  Obligations and all obligations to which the Note
Guarantee are  subordinated  as provided in Article XI. 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  Obligations  guaranteed  hereby may be
accelerated as provided in Article VI for the purposes of each such  Guarantor's
Note Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such  acceleration in respect of the Obligations  guaranteed  hereby,
and (y) in the event of any declaration of  acceleration of such  Obligations as
provided  in Article  VI,  such  Guarantee  Obligations  (whether or not due and
payable)  shall  forthwith  become  due and  payable by such  Guarantor  for the
purposes of this Section 12.1.

                                       91
<PAGE>

     Each Guarantor also agrees to pay any and all costs and expenses (including
reasonable  attorneys'  fees) incurred by the Trustee or any Holder in enforcing
any rights under this Section 12.1.

Section 12.2 Additional Guarantees.

     If (a)  the  Company  or any of its  Restricted  Subsidiaries  acquires  or
creates  (including,   without   limitation,   by  designating  an  Unrestricted
Subsidiary as a Restricted Subsidiary) another Restricted Subsidiary, other than
a Foreign  Subsidiary,  after the Issue Date,  (b) any  Unrestricted  Subsidiary
ceases to be an Unrestricted  Subsidiary,  (c) any Restricted  Subsidiary of the
Company that is not a Guarantor Guarantees any other Indebtedness of the Company
or any Restricted  Subsidiary of the Company, (d) any Foreign Subsidiary that is
a Restricted  Subsidiary ceases to be a Foreign Subsidiary or (e) the Company or
a Restricted  Subsidiary of the Company,  individually or collectively,  pledges
more  than 65% of the  Voting  Stock of a  Restricted  Subsidiary  that is not a
Guarantor to a United States  lender,  then, in each case,  any such  Subsidiary
shall execute and deliver to the Trustee (i) a supplemental  indenture,  in form
and  substance  substantially  in the form of Exhibit E attached  hereto,  which
subjects such Person to the provisions of this Indenture as a Guarantor,  (ii) a
Note  Guarantee,  and  (iii) an  Opinion  of  Counsel  to the  effect  that such
supplemental  indenture has been duly authorized and executed by such Person and
constitutes the legal, valid, binding and enforceable obligation of such Person.

Section 12.3 Limitation on Guarantor Liability.

     Each  Guarantor,  and by its  acceptance  of  Notes,  each  Holder,  hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not  constitute a fraudulent  transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention,  the Trustee, the Holders
and the  Guarantors  hereby  irrevocably  agree  that  the  Obligations  of such
Guarantor  under this  Article  XII shall be limited  to the  maximum  amount as
shall,  after giving effect to such maximum amount and all other  contingent and
fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections  from,  rights to receive  contribution from or
payments  made  by or on  behalf  of  any  other  Guarantor  in  respect  of the
Obligations  of such other  Guarantor  under  this  Article  XII,  result in the
Obligations  of such  Guarantor  under its Note  Guarantee  not  constituting  a
fraudulent transfer or conveyance.

Section 12.4 Execution and Delivery of Note Guarantee.

     To evidence  its Note  Guarantee  set forth in Section  12.1  hereof,  each
Guarantor  hereby agrees that a notation of such Note Guarantee in substantially
the form included in Exhibit D shall be endorsed by an Officer of such Guarantor
on each Note  authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such  Guarantor  by an Officer of such  Guarantor
thereunto authorized.

                                       92
<PAGE>

     Each  Guarantor  hereby agrees that its Note Guarantee set forth in Section
12.1 hereof shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

     If an Officer whose signature is on this Indenture or on the Note Guarantee
no longer  holds that office at the time the Trustee  authenticates  the Note on
which  a  Note  Guarantee  is  endorsed,  the  Note  Guarantee  shall  be  valid
nevertheless.

     The delivery of any Note by the Trustee,  after the authentication  thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

Section 12.5 Guarantors May Consolidate, etc., on Certain Terms.

     A Guarantor may not sell or otherwise  dispose of all or substantially  all
of its assets,  or consolidate with or merge with or into another Person,  other
than the Company or another Guarantor, unless:

     (a) immediately  after giving effect to the transaction,  no Default exists
under this Indenture; and

     (b) Either

          (i) the Person acquiring the assets in any such sale or disposition or
     the Person  formed by or  surviving  any such  consolidation  or merger (if
     other than a  Guarantor  or the  Company)  unconditionally  assumes all the
     obligations of such Guarantor, pursuant to a supplemental indenture in form
     and substance reasonably satisfactory to the Trustee, under the Notes, this
     Indenture, and the Note Guarantee on the terms set forth herein or therein;
     or

          (ii) the Net Proceeds of the  transactions  are applied in  accordance
     with  Section  4.10 (it being  understood  that in the event  that such Net
     Proceeds are not so applied,  the Company will be permitted and required to
     make an Asset Sale Offer with any Excess  Proceeds in  satisfaction of this
     condition).

     In case of any such consolidation,  merger, sale or conveyance and upon the
assumption by the successor  Person,  by  supplemental  indenture,  executed and
delivered to the Trustee and  satisfactory  in form to the Trustee,  of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named  herein as a Guarantor.  Such  successor
Person  thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable  hereunder which  theretofore  shall not
have been signed by the  Company  and  delivered  to the  Trustee.  All the Note
Guarantees  so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance  with  the  terms  of this  Indenture  as  though  all of  such  Note
Guarantees had been issued at the date of the execution hereof.

                                       93
<PAGE>

     Except as set forth in Articles IV and V hereof, and notwithstanding clause
(a) and (b) of this Section 12.5,  nothing contained in this Indenture or in any
of the Notes shall prevent any  consolidation  or merger of a Guarantor  with or
into the Company or another  Guarantor,  or shall prevent any sale or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety to
the Company or another Guarantor.

Section 12.6 Releases of Note Guarantees.

     A Note Guarantee  shall be released (a) in connection  with any sale of all
of the Capital  Stock of a Guarantor to a Person  (including by way of merger or
consolidation)  that is not  (either  before  or  after  giving  effect  to such
transaction)  a  Subsidiary  of  the  Company,  if  the  Net  Proceeds  of  that
transaction are applied (or the Company delivers an Officers' Certificate to the
Trustee certifying that such Net Proceeds will be applied within the time period
specified in Section  4.10) in accordance  with Section 4.10 hereof,  (b) if the
Company properly designates any Restricted  Subsidiary that is a Guarantor as an
Unrestricted  Subsidiary  in  accordance  with  Section  4.20  hereof  or (c) in
connection with any sale or other disposition of all or substantially all of the
assets of that Guarantor, including by way of merger or consolidation, provided,
however  that in the  event of such a  transaction,  the  Company  still has the
obligation to apply the Net Proceeds as set forth in Section 4.10.

     Any Guarantor not released from its  obligations  under its Note  Guarantee
shall  remain  liable for the full amount of  principal  of and  interest on the
Notes and for the other  Obligations  of any Guarantor  under this  Indenture as
provided in this Article XII.


                         [Signatures on following page]



                                       94
<PAGE>

                                   SIGNATURES

Dated as of December 7, 2001

                                  HORIZON PCS, INC.


                                  By:  /s/ William A. McKell
                                       -------------------------------------
                                  Name:   William A. McKell
                                  Title:  President


                                  HORIZON PERSONAL COMMUNICATIONS, INC.


                                  By:  /s/ William A. McKell
                                       -------------------------------------
                                  Name:   William A. McKell
                                  Title:  President

                                  BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC


                                  By:  /s/ Peter Holland
                                       -------------------------------------
                                  Name:   Peter Holland
                                  Title:  Chief Financial Officer


                                  WELLS FARGO BANK MINNESOTA, NATIONAL
                                  ASSOCIATION
                                  as Trustee


                                  By:  /s/ Michael G. Slade
                                       -------------------------------------
                                  Name:   Michael G. Slade
                                  Title:  Corporate Trust Officer




                                       95
<PAGE>


                                    EXHIBIT A
                                 (Face of Note)

                          13 3/4% Senior Notes due 2011

                                                            CUSIP  _____________
No. ___________                                               $_________________


                                HORIZON PCS, INC.

promises  to pay to Cede & Co.  or  registered  assigns,  the  principal  sum of
________ Dollars ($______________) on June 15, 2011.

Interest Payment Dates:  December 15 and June 15.

Record Dates:  December 1 and June 1.

Dated:


                                        HORIZON PCS, INC.


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


This is one of the Global
Notes referred to in the
within-mentioned Indenture:


WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee

By:
   -----------------------------
       Authorized Signatory


                                      A-1
<PAGE>

                                 (Back of Note)
                          13 3/4% Senior Notes due 2011

THIS  GLOBAL  NOTE  IS HELD  BY THE  DEPOSITARY  (AS  DEFINED  IN THE  INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF,  AND IS NOT  TRANSFERABLE  TO ANY PERSON UNDER ANY  CIRCUMSTANCES
EXCEPT THAT (i) THE TRUSTEE  MAY MAKE SUCH  NOTATIONS  HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.7 OF THE INDENTURE, (ii) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (iii) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE  INDENTURE  AND  (iv)  THIS  GLOBAL  NOTE  MAY BE  TRANSFERRED  TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.  SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED,  SOLD,  PLEDGED OR
OTHERWISE  TRANSFERRED  WITHIN  THE UNITED  STATES OR TO, OR FOR THE  ACCOUNT OR
BENEFIT  OF,  U.S.  PERSONS,  EXCEPT AS SET FORTH IN THE NEXT  SENTENCE.  BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

     (1) REPRESENTS THAT (i) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
     IN RULE 144A UNDER THE ACT)(A "QIB"), (ii) IT HAS ACQUIRED THIS SECURITY IN
     AN OFFSHORE  TRANSACTION IN COMPLIANCE  WITH  REGULATION S UNDER THE ACT OR
     (iii) IT IS AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  (AS DE FINED IN RULE
     501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT (AN "IAI"),

                                      A-2
<PAGE>

     (2) AGREES  THAT IT WILL NOT RESELL OR  OTHERWISE  TRANSFER  THIS  SECURITY
     EXCEPT (i) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (ii) TO A PERSON WHOM
     THE SELLER  REASONABLY  BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
     FOR THE ACCOUNT OF A QIB IN A TRANSACTION  MEETING THE REQUIREMENTS OF RULE
     144A, (iii) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
     OR 904 OF THE ACT, (iv) IN A TRANSACTION  MEETING THE  REQUIREMENTS OF RULE
     144 UNDER THE ACT, (v) TO AN IAI THAT,  PRIOR TO SUCH  TRANSFER,  FURNISHES
     THE  TRUSTEE  A  SIGNED  LETTER  CONTAINING  CERTAIN   REPRESENTATIONS  AND
     AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN
     BE OBTAINED  FROM THE  TRUSTEE)  AND, IF SUCH  TRANSFER IS IN RESPECT OF AN
     AGGREGATE  PRINCIPAL  AMOUNT OF NOTES  LESS THAN  $250,000,  AN  OPINION OF
     COUNSEL  ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
     THE ACT, (vi) IN ACCORDANCE  WITH ANOTHER  EXEMPTION FROM THE  REGISTRATION
     REQUIREMENTS OF THE ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO
     THE COMPANY) OR (vii) PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT AND,
     IN EACH CASE,  IN ACCORDANCE  WITH THE  APPLICABLE  SECURITIES  LAWS OF ANY
     STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS  SECURITY OR AN
     INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
     LEGEND.

AS USED HEREIN,  THE TERMS "OFFSHORE  TRANSACTION"  AND "UNITED STATES" HAVE THE
MEANINGS  GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT. THE INDENTURE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THESE SECURITIES IN VIOLATION OF THE FOREGOING.

     Capitalized  terms used herein shall have the meanings  assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. Interest.  Horizon PCS, Inc., a Delaware  corporation  (the  "Company"),
promises  to pay  interest on the  principal  amount of this Note at 13 3/4% per
annum  until  maturity,  in the  manner  specified  below,  and  shall  pay  the
Liquidated  Damages,  if any,  payable pursuant to Section 5 of the Registration
Rights  Agreement  referred  to  below.  The  Company  shall  pay  interest  and
Liquidated  Damages,  if any,  semi-annually  on June 15 and December 15 of each
year, or if any such day is not a Business Day, on the next succeeding  Business
Day (each an "Interest  Payment Date").  Interest on the Notes shall accrue from
the most recent date to which interest has been paid or, if no interest has been
paid,  from December 7, 2001;  provided,  however,  that if there is no existing

                                      A-3
<PAGE>

Default in the payment of interest,  and if this Note is authenticated between a
record  date  referred to on the face  hereof and the next  succeeding  Interest
Payment Date,  interest shall accrue from such next succeeding  Interest Payment
Date; provided,  further, that the first Interest Payment Date shall be June 15,
2001. The Company shall pay interest  (including  post-petition  interest in any
proceeding under any Bankruptcy Law) on overdue  principal and premium,  if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including  post-petition interest in any,
proceeding  under any Bankruptcy  Law) on overdue  installments  of interest and
Liquidated Damages, if any (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

     2. Method of Payment.  The Company  shall pay interest on the Notes (except
defaulted  interest)  and  Liquidated  Damages,  if any,  to the Persons who are
registered Holders of Notes at the close of business on the June 1 or December 1
next preceding the Interest Payment Date, even if such Notes are cancelled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted  interest.  The Notes
shall be payable as to principal,  premium and Liquidated  Damages,  if any, and
interest  at the office or agency of the  Company  maintained  for such  purpose
within  or  without  the City and State of New  York,  or, at the  option of the
Company,  payment of interest  and  Liquidated  Damages,  if any, may be made by
check  mailed to the  Holders at their  addresses  set forth in the  register of
Holders;  provided,  however,  that  payment  by wire  transfer  of  immediately
available  funds shall be required  with respect to  principal of and  interest,
premium and Liquidated Damages, if any, on, all Global Notes and all other Notes
the Holders of which  shall have  provided  wire  transfer  instructions  to the
Company or the Paying  Agent.  Such payment shall be in such coin or currency of
the United  States of  America  as at the time of  payment  is legal  tender for
payment of public and private debts.

     3. Paying  Agent and  Registrar.  Initially,  Wells  Fargo Bank  Minnesota,
National Association, the Trustee under the Indenture, shall act as Paying Agent
and  Registrar.  The Company may change any Paying  Agent or  Registrar  without
notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

     4.  Indenture.  The Company issued the Notes under an Indenture dated as of
December  7,  2001  ("Indenture")  by and among the  Company,  Horizon  Personal
Communications,  Inc.  and Bright  Personal  Communications  Services,  LLC,  as
Guarantors,  and the Trustee. The terms of the Notes include those stated in the
Indenture  and  those  made  part of the  Indenture  by  reference  to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb).  The Notes
are subject to all such terms,  and Holders are  referred to the  Indenture  and
such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express  provisions of the  Indenture,  the provisions of the
Indenture shall govern and be controlling.

                                      A-4
<PAGE>

     5. Optional Redemption.

     (a) On or after  December 15, 2006, the Company may redeem the Notes at any
time, 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 and Liquidated  Damages,  if any,
thereon to the date fixed for redemption,  if redeemed  during the  twelve-month
period beginning on December 15 of the years indicated below:

                     Year                      Percentage
                     ----                      ----------
                     2006                          106.875%
                     2007                          104.583%
                     2008                          102.292%
                     2009 and thereafter           100.000%

     (b)  Notwithstanding  the provisions of clause (a) of this Section 5, on or
prior to December 15, 2004,  the Company  shall be permitted to redeem up to 35%
of the aggregate principal amount of the Notes originally issued at a redemption
price of 113.750% of the aggregate  principal  amount thereof,  plus accrued and
unpaid interest and Liquidated  Damages,  if any,  thereon to the date fixed for
redemption,  with  the  net  cash  proceeds  of one or  more  Equity  Offerings;
provided,  however,  that (1) at least 65% of the aggregate  principal amount of
the Notes originally issued remains outstanding immediately after the occurrence
of  the  redemption,  excluding  Notes  held  by  the  Company  or  any  of  its
Subsidiaries;  and (2) each  redemption  occurs within 90 days after the date of
the closing of such an offering.

     6.  Mandatory  Redemption.  Except as set forth in  paragraph 7 below,  the
Company shall not be required to make mandatory redemption payments with respect
to the Notes.

     7. Repurchase at Option of Holder.

     (a) If there is a Change of Control,  the Company shall be required to make
an offer (a "Change of Control  Offer") to repurchase  all or any part (equal to
$1,000 or an integral  multiple  thereof) of each  Holder's  Notes at a purchase
price equal to 101% of the aggregate  principal  amount thereof plus accrued and
unpaid interest and Liquidated Damages, thereon, if any, to the date of purchase
(the "Change of Control Payment").  Within 30 business days following any Change
of Control,  the  Company  shall mail a notice to the Trustee and to each Holder
setting forth the  procedures  governing the Change of Control Offer as required
by the Indenture.

     (b) If the Company or a Restricted Subsidiary  consummates any Asset Sales,
when the aggregate amount of Excess Proceeds exceeds $10.0 million,  the Company
shall  commence  an  offer to all  Holders  of Notes  and all  holders  of other
Indebtedness  containing  provisions similar to those set forth in the Indenture
with  respect to offers to  purchase  or redeem  with the  proceeds  of sales of
assets (an "Asset Sale Offer") pursuant to Section 3.9 of the Indenture and such
other  Indebtedness to purchase the maximum  principal  amount of Notes and such
other  Indebtedness that may be purchased out of the Excess Proceeds at an offer
price in cash in an  amount  equal  to 100% of the  aggregate  principal  amount
thereof plus accrued and unpaid interest,  and in each case,  Liquidated Damages
thereon,  if any, to the date fixed for the closing of such offer in  accordance
with the procedures set forth in Section 3.9 and such other Indebtedness.

                                      A-5
<PAGE>

     8. Notice of Redemption.  Notice of redemption  shall be mailed at least 30
days but not more than 60 days before the  redemption  date to each Holder whose
Notes are to be  redeemed  at its  registered  address.  Notes in  denominations
larger  than  $1,000  may be  redeemed  in part but only in whole  multiples  of
$1,000,  unless  all of the Notes held by a Holder  are to be  redeemed.  On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

     9.  Denominations,  Transfer,  Exchange.  The Notes are in registered  form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be  registered  and Notes may be  exchanged as provided in
the Indenture.  The Registrar and the Trustee may require a Holder,  among other
things,  to furnish  appropriate  endorsements  and transfer  documents  and the
Company  may  require  a Holder to pay any  taxes  and fees  required  by law or
permitted  by the  Indenture.  The Company  need not  exchange  or register  the
transfer of any Note or portion of a Note  selected for  redemption,  except for
the  unredeemed  portion of any Note being  redeemed in part.  Also, the Company
need not  exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.

     10. Persons Deemed Owners.  The registered  Holder of a Note may be treated
as its owner for all purposes.

     11. Amendment,  Supplement and Waiver.  Subject to certain exceptions,  the
Indenture  or the Notes may be amended or  supplemented  with the consent of the
Holders of at least a majority  in the  aggregate  principal  amount of the then
outstanding  Notes,  voting as a single  class,  including  without  limitation,
consents  obtained in connection with a purchase of, or tender offer or exchange
offer for Notes,  and any existing  Default or compliance  with any provision of
the  Indenture  or the Notes may be waived  with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes voting as a
single class,  including without limitation,  in consents obtained in connection
with a purchase  of, or tender  offer or exchange  offer for Notes.  Without the
consent of any Holder of a Note,  the  Indenture  or the Notes may be amended or
supplemented  to cure any  ambiguity,  defect or  inconsistency,  to provide for
uncertificated  Notes in  addition  to or in place of  certificated  Notes or to
alter the  provisions  of  Article 2 of the  Indenture  (including  the  related
definitions) in a manner that does not materially  adversely  affect any Holder,
to provide for the assumption of the Company's or any Guarantor's obligations to
the Holders of the Notes by a successor to the Company  pursuant to Article 5 of
the Indenture,  to make any change that would provide any  additional  rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights  hereunder of any Holder of the Note, to comply with  requirements of the
SEC in order to effect or maintain the qualification of this Indenture under the
TIA,  to add a  Guarantor  pursuant  to Section  12.2 of the  Indenture,  and to
evidence and provide the acceptance of the  appointment  of a successor  Trustee
pursuant to Section 7.8 and 7.9 of the Indenture.

                                      A-6
<PAGE>

     12. Defaults and Remedies. Events of Default include (a) the failure by the
Company to pay any  installment  of  interest  on, or  Liquidated  Damages  with
respect  to, the Notes,  as and when the same  becomes  due and  payable and the
continuance of any such failure for 30 days;  provided,  however,  that for each
interest  payment  scheduled to occur on or prior to December 15, 2003,  failure
for two  days in the  payment  when  due of that  interest  on the  Notes  shall
constitute an immediate Event of Default,  (b) the failure of the Company to pay
all or any part of the principal,  or premium,  if any, on the Notes when and as
the same becomes due and payable at maturity,  redemption,  by  acceleration  or
otherwise,  including,  without  limitation,  payment  of the  Change of Control
Payment or the amount set forth in the Asset Sale Offer,  or  otherwise on Notes
validly tendered and not properly  withdrawn  pursuant to a Change of Control or
Asset Sale Offer, as applicable, or default in the payment when due of principal
of or premium,  if any,  on the Notes,  whether or not  prohibited  by any other
provision  of the  Indenture,  (c)  the  failure  by the  Company  or any of its
Restricted Subsidiaries to comply with any of the provisions of Sections 4.10 or
4.14 or Article V of the Indenture, (d) the failure by the Company or any of its
Restricted Subsidiaries,  for 30 days after written notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding  Notes, to comply with any of its other  agreements in the Indenture
or the Notes, (e) the default under any mortgage,  indenture or instrument under
which there may be secured or evidenced any  Indebtedness  for money borrowed by
the Company or any of its  Restricted  Subsidiaries,  or the payment of which is
guaranteed by the Company or any of its  Restricted  Subsidiaries,  whether such
Indebtedness  or  Guarantee  now  exists,  or is  created  after the date of the
Indenture,  if that  default (A) is caused by a failure to pay  principal  of or
premium, if any, or interest on such Indebtedness on the date of such default (a
"Payment Default") or (B) results in the acceleration of such Indebtedness prior
to its express maturity;  and, in each case, the outstanding principal amount of
any such  Indebtedness,  together  with the  principal  amount of any other such
Indebtedness  under  which there has been a Payment  Default or the  maturity of
which has been so  accelerated,  aggregates $5.0 million or more; (f) failure by
the  Company  or any of  its  Restricted  Subsidiaries  to pay  final  judgments
aggregating in excess of $5.0 million,  which judgments are not paid, discharged
or stayed for a period of 60 consecutive  days, (g) certain events of bankruptcy
or  insolvency   with  respect  to  the  Company  or  any  of  its   Significant
Subsidiaries, (h) certain termination events under the Sprint Agreements and (i)
any material breach by the Company of any representation,  warranty or agreement
set forth in the  Pledge  and Escrow  Agreement,  or a  material  default by the
Company in the  performance  of any  covenant set forth in the Pledge and Escrow
Agreement,  or a repudiation by the Company of its obligations  under the Pledge
and Escrow Agreement, or the Pledge and Escrow Agreement is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full
force and effect. If any Event of Default occurs and is continuing,  the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable.  Notwithstanding the foregoing,
in the case of an Event of Default  arising from certain events of bankruptcy or
insolvency,  all outstanding  Notes shall become due and payable without further
action or notice.  Holders may not enforce the  Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in  aggregate  principal  amount of the then  outstanding  Notes may  direct the
Trustee in its  exercise of any trust or power.  The Trustee may  withhold  from
Holders  of the  Notes  notice of any  continuing  Default  or Event of  Default
(except a Default or Event of Default  relating to the payment of  principal  or
interest) if it determines that  withholding  notice is in their  interest.  The
Holders  of  a  majority  in  aggregate  principal  amount  of  the  Notes  then
outstanding  by notice to the Trustee may on behalf of the Holders of all of the

                                      A-7
<PAGE>
Notes waive any existing Default or Event of Default and its consequences  under
the Indenture except a continuing  Default or Event of Default in the payment of
interest on, or the principal of, the Notes.  The Company is required to deliver
to the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required upon becoming  aware of any Default or Event of Default,
to  deliver  to the  Trustee a  statement  specifying  such  Default or Event of
Default.

     13. Trustee  Dealings with Company.  The Trustee,  in its individual or any
other capacity,  may make loans to, accept  deposits from, and perform  services
for the Company or its  Affiliates,  and may otherwise  deal with the Company or
its Affiliates, as if it were not the Trustee.

     14.  No  Recourse   Against  Others.   No  director,   officer,   employee,
incorporator or stockholder,  of the Company,  as such, shall have any liability
for any  obligations  of the Company under the Notes or the Indenture or for any
claim  based on, in  respect  of, or by reason  of,  such  obligations  or their
creation.  Each  Holder  by  accepting  a Note  waives  and  releases  all  such
liability. The waiver and release are part of the consideration for the issuance
of the Notes 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.

     15. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     16.  Abbreviations.  Customary  abbreviations  may be used in the name of a
Holder or an  assignee,  such as:  TEN COM (=  tenants  in  common),  TEN ENT (=
tenants by the  entireties),  JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian),  and U/G/M/A (= Uniform Gifts
to Minors Act).

     17.  Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive  Notes.  In addition to the rights provided to Holders of Notes under
the  Indenture,  Holders of Restricted  Global Notes and  Restricted  Definitive
Notes shall have all the rights set forth in the  Registration  Rights Agreement
dated as of December 7, 2001,  between the Company and the parties  named on the
signature pages thereof (the "Registration Rights Agreement").

     18.  CUSIP  Numbers.  Pursuant  to  a  recommendation  promulgated  by  the
Committee on Uniform Security Identification  Procedures, the Company has caused
CUSIP  numbers to be printed on the Notes and the Trustee may use CUSIP  numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the  accuracy  of such  numbers  either  as  printed  on the  Notes  or as
contained  in any notice of  redemption  and  reliance may be placed only on the
other identification numbers placed thereon.

     The Company  shall  furnish to any Holder upon written  request and without
charge  a copy  of the  Indenture  and/or  the  Registration  Rights  Agreement.
Requests may be made to:

                  Horizon PCS, Inc.
                  68 East Main Street
                  Chillicothe, Ohio  45601-0480
                  Attention: Chief Executive Officer


                                      A-8
<PAGE>


                                 Assignment Form

To assign  this Note,  fill in the form below:  (I) or (we) assign and  transfer
this Note to


________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)


________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint  _______________________________________________________
to  transfer  this Note on the books of the  Company.  The agent may  substitute
another to act for him.


________________________________________________________________________________

Date: ____________________
                                    Your Signature: ____________________________
                                    (Sign  exactly  as  your name appears on the
                                    face of this Note)

                                    Signature Guarantee: _______________________



                                      A-9
<PAGE>
                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.14 of the Indenture, check the box below:

             Section 4.10  [ ]          Section 4.14   [ ]


     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.14 of the Indenture,  state the amount you
elect to have purchased: $________.


Date: ____________________
                                    Your Signature: ____________________________
                                    (Sign  exactly  as  your name appears on the
                                    Note)

                                    Signature Guarantee: _______________________

                                    Tax Identification No: _____________________





                                      A-10
<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     The  following  exchanges  of a part of this Global Note for an interest in
another Global Note or for a Definitive  Note, or exchanges of a part of another
Global Note or  Definitive  Note for an interest in this Global Note,  have been
made:

<TABLE>
<CAPTION>
<S>                      <C>                    <C>                    <C>                    <C>
                                                                        Principal Amount of        Signature of
                         Amount of decrease in  Amount of increase in     this Global Note    authorized officer of
                          Principal Amount of    Principal Amount of       following such        Trustee or Note
    Date of Exchange        this Global Note       this Global Note    decrease (or increase)       Custodian
---------------------------------------------------------------------------------------------------------------------



</TABLE>





                                      A-11
<PAGE>


                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601-0480

Wells Fargo Bank Minnesota, National Association
Sixth and Marquette, MAC N9303-120
Minneapolis, MN  55479

     Re: 13 3/4% Senior Notes due 2011 of Horizon PCS, Inc.

     Reference  is hereby  made to the  Indenture,  dated as of December 7, 2001
(the  "Indenture"),  by and among Horizon PCS, Inc., as issuer (the  "Company"),
Horizon  Personal  Communications,   Inc.  and  Bright  Personal  Communications
Services,  LLC,  as  guarantors,  and  Wells  Fargo  Bank  Minnesota,   National
Association,  as trustee.  Capitalized  terms used but not defined  herein shall
have the meanings given to them in the Indenture.

     ______________,  (the  "Transferor")  owns and  proposes  to  transfer  the
Note[s]  or  interest  in such  Note[s]  specified  in  Annex A  hereto,  in the
principal amount of $___________ in such Note[s] or interests (the  "Transfer"),
to __________ (the  "Transferee"),  as further  specified in Annex A hereto.  In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

     1. [ ] Check if Transferee shall take delivery of a beneficial  interest in
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being  effected  pursuant to and in  accordance  with Rule 144A under the United
States  Securities Act of 1933 (the "Securities  Act"),  and,  accordingly,  the
Transferor hereby further  certifies that the beneficial  interest or Definitive
Note is being  transferred to a Person that the Transferor  reasonably  believed
and believes is purchasing  the beneficial  interest or Definitive  Note for its
own  account,  or for one or more  accounts  with  respect to which such  Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the  requirements  of Rule 144A and such Transfer is in compliance  with
any applicable blue sky securities laws of any state of the United States.  Upon
consummation  of the  proposed  Transfer  in  accordance  with the  terms of the
Indenture,  the  transferred  beneficial  interest or  Definitive  Note shall be
subject to the  restrictions  on transfer  enumerated  in the Private  Placement
Legend  printed  on the  144A  Global  Note or the  Definitive  Note  and in the
Indenture and the Securities Act.

     2. [ ] Check if Transferee shall take delivery of a beneficial  interest in
the Regulation S Global Note or a Definitive  Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 904 under the
Securities Act and,  accordingly,  the Transferor  hereby further certifies that
(i) the  Transfer is not being made to a person in the United  States and (x) at
the time the buy order was  originated,  the  Transferee  was outside the United

                                      B-1
<PAGE>

States  or such  Transferor  and any  Person  acting  on its  behalf  reasonably
believed and believes that the  Transferee  was outside the United States or (y)
the  transaction  was executed in, on or through the  facilities of a designated
offshore  securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States,  (ii) no directed selling efforts have been made in contravention of the
requirements  of Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction  is  not  part  of a  plan  or  scheme  to  evade  the  registration
requirements  of the Securities  Act and (iv) if the proposed  transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser).  Upon consummation of the proposed transfer in accordance
with  the  terms  of the  Indenture,  the  transferred  beneficial  interest  or
Definitive Note shall be subject to the  restrictions on Transfer  enumerated in
the Private  Placement Legend printed on the Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

     3. [ ] Check and complete if Transferee shall take delivery of a beneficial
interest in the IAI Global Note or a Definitive  Note  pursuant to any provision
of the  Securities  Act other than Rule 144A or  Regulation  S. The  Transfer is
being  effected in  compliance  with the  transfer  restrictions  applicable  to
beneficial interests in Restricted Global Notes and Restricted  Definitive Notes
and pursuant to and in accordance  with the  Securities  Act and any  applicable
blue sky securities laws of any state of the United States,  and accordingly the
Transferor hereby further certifies that (check one):

     (a) [ ] such Transfer is being effected  pursuant to and in accordance with
Rule 144 under the Securities Act;

                                       or

     (b) [ ] such  Transfer is being  effected  to the  Company or a  subsidiary
thereof;

                                       or

     (c)  [  ]  such  Transfer  is  being  effected  pursuant  to  an  effective
registration  statement  under the  Securities  Act and in  compliance  with the
prospectus delivery requirements of the Securities Act;

                                       or

     (d) [ ] such  Transfer  is being  effected to an  Institutional  Accredited
Investor and pursuant to an exemption from the registration  requirements of the
Securities  Act other than Rule 144A,  Rule 144 or Rule 904, and the  Transferor
hereby  further  certifies  that it has not engaged in any general  solicitation
within the meaning of  Regulation  D under the  Securities  Act and the Transfer
complies with the transfer restrictions  applicable to beneficial interests in a
Restricted  Global Note or Restricted  Definitive  Notes and the requirements of
the exemption  claimed,  which  certification  is supported by (1) a certificate
executed by the  Transferee in the form of Exhibit F to the Indenture and (2) if
such  Transfer  is in  respect  of a  principal  amount  of Notes at the time of
transfer of less than $250,000, an Opinion of Counsel provided by the Transferor
or the  Transferee  (a  copy  of  which  the  Transferor  has  attached  to this
certification),  to the effect  that such  Transfer  is in  compliance  with the

                                      B-2
<PAGE>

Securities Act. Upon  consummation  of the proposed  transfer in accordance with
the terms of the Indenture,  the transferred  beneficial  interest or Definitive
Note will be subject to the  restrictions on transfer  enumerated in the Private
Placement  Legend printed on the IAI Global Note and/or the Definitive Notes and
in the Indenture and the Securities Act.

     4. [ ] Check if Transferee shall take delivery of a beneficial  interest in
an Unrestricted Global Note or an Unrestricted Definitive Note.

     (a) [ ] Check if  Transfer is  pursuant  to Rule 144.  (i) The  Transfer is
being effected  pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions  contained in the Indenture
and any applicable  blue sky  securities  laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement  Legend are not  required  in order to  maintain  compliance  with the
Securities Act. Upon  consummation  of the proposed  Transfer in accordance with
the terms of the Indenture,  the transferred  beneficial  interest or Definitive
Note shall no longer be subject to the  restrictions  on transfer  enumerated in
the  Private  Placement  Legend  printed  on the  Restricted  Global  Notes,  on
Restricted Definitive Notes and in the Indenture.

     (b) [ ] Check if Transfer is Pursuant to  Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer  contained in the Indenture and the
Private  Placement Legend are not required in order to maintain  compliance with
the Securities  Act. Upon  consummation  of the proposed  Transfer in accordance
with  the  terms  of the  Indenture,  the  transferred  beneficial  interest  or
Definitive  Note  shall no longer be  subject to the  restrictions  on  transfer
enumerated in the Private  Placement  Legend  printed on the  Restricted  Global
Notes, on Restricted Definitive Notes and in the Indenture.

     (c) [ ] Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer
is being  effected  pursuant to and in  compliance  with an  exemption  from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in  compliance  with the  transfer  restrictions  contained  in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer  contained in the Indenture and the
Private  Placement Legend are not required in order to maintain  compliance with
the Securities  Act. Upon  consummation  of the proposed  Transfer in accordance
with  the  terms  of the  Indenture,  the  transferred  beneficial  interest  or
Definitive Note shall not be subject to the restrictions on transfer  enumerated
in the  Private  Placement  Legend  printed on the  Restricted  Global  Notes or
Restricted Definitive Notes and in the Indenture.

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



                                        _______________________________________
                                        [Insert Name of Transferor]

                                        By:
                                        Name:
                                        Title:


Dated: _________________,_____


                                      B-3
<PAGE>


                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601-0480

Wells Fargo Bank Minnesota, National Association
Sixth and Marquette, MAC N9303-120
Minneapolis, MN  55479

     Re: 13 3/4% Senior Notes due 2011 of Horizon PCS, Inc.

                              (CUSIP______________)

     Reference  is hereby  made to the  Indenture,  dated as of December 7, 2001
(the  "Indenture"),  by and among Horizon PCS, Inc., as issuer (the  "Company"),
Horizon  Personal  Communications,   Inc.  and  Bright  Personal  Communications
Services,  LLC,  as  guarantors,  and  Wells  Fargo  Bank  Minnesota,   National
Association,  as trustee.  Capitalized  terms used but not defined  herein shall
have the meanings given to them in the Indenture.

     ____________,  (the  "Owner")  owns and proposes to exchange the Note[s] or
interest  in  such  Note[s]   specified  herein,  in  the  principal  amount  of
$____________ in such Note[s] or interests (the "Exchange").  In connection with
the Exchange, the Owner hereby certifies that:

     1. Exchange of  Restricted  Definitive  Notes or Beneficial  Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note.

     (a) [ ] Check if  Exchange  is from  beneficial  interest  in a  Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial  interest in an Unrestricted  Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the  Owner's own  account  without  transfer,  (ii) such  Exchange  has been
effected in compliance with the transfer  restrictions  applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933 (the "Securities Act"), (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance  with  the  Securities  Act and (iv) the  beneficial  interest  in an
Unrestricted  Global Note is being  acquired in compliance  with any  applicable
blue sky securities laws of any state of the United States.

     (b) [ ] Check if  Exchange  is from  beneficial  interest  in a  Restricted
Global Note to Unrestricted  Definitive Note. In connection with the Exchange of
the Owner's beneficial  interest in a Restricted Global Note for an Unrestricted
Definitive  Note, the Owner hereby  certifies (i) the  Definitive  Note is being
acquired for the Owner's own account  without  transfer,  (ii) such Exchange has

                                      C-1
<PAGE>

been effected in  compliance  with the transfer  restrictions  applicable to the
Restricted  Global Notes and pursuant to and in accordance  with the  Securities
Act,  (iii) the  restrictions  on transfer  contained in the  Indenture  and the
Private  Placement Legend are not required in order to maintain  compliance with
the Securities Act and (iv) the Definitive  Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

     (c) [ ] Check if Exchange is from Restricted  Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted  Definitive  Note for a beneficial  interest in an  Unrestricted
Global Note,  the Owner hereby  certifies (i) the  beneficial  interest is being
acquired for the Owner's own account  without  transfer,  (ii) such Exchange has
been  effected  in  compliance  with the  transfer  restrictions  applicable  to
Restricted  Definitive  Notes  and  pursuant  to  and  in  accordance  with  the
Securities Act, (iii) the  restrictions  on transfer  contained in the Indenture
and the  Private  Placement  Legend  are  not  required  in  order  to  maintain
compliance  with the Securities  Act and (iv) the  beneficial  interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     (d)  [  ]  Check  if  Exchange  is  from  Restricted   Definitive  Note  to
Unrestricted  Definitive  Note.  In  connection  with the Owner's  Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer  restrictions  applicable to Restricted  Definitive  Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer  contained in the  Indenture and the Private  Placement  Legend are not
required in order to maintain  compliance  with the  Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     2.  Exchange of  Restricted  Definitive  Notes or  Beneficial  Interests in
Restricted Global Notes for Restricted  Definitive Notes or Beneficial Interests
in Restricted Global Notes.

     (a) [ ] Check if  Exchange  is from  beneficial  interest  in a  Restricted
Global Note to Restricted  Definitive  Note. In connection  with the Exchange of
the Owner's  beneficial  interest in a  Restricted  Global Note for a Restricted
Definitive Note with an equal principal amount,  the Owner hereby certifies that
the  Restricted  Definitive  Note is being  acquired for the Owner's own account
without transfer.  Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued shall continue
to be  subject  to the  restrictions  on  transfer  enumerated  in  the  Private
Placement Legend printed on the Restricted  Definitive Note and in the Indenture
and the Securities Act.

     (b) [ ] Check if Exchange is from Restricted  Definitive Note to beneficial
interest in a Restricted  Global Note.  In  connection  with the Exchange of the
Owner's Restricted  Definitive Note for a beneficial interest in the 144A Global
Note,  Regulation  S Global  Note or IAI Global  Note,  with an equal  principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account  without  transfer  and (ii) such  Exchange has been
effected  in  compliance  with  the  transfer  restrictions  applicable  to  the

                                      C-2
<PAGE>

Restricted  Global Notes and pursuant to and in accordance  with the  Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States.  Upon  consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued shall be subject
to the  restrictions  on transfer  enumerated  in the Private  Placement  Legend
printed on the  relevant  Restricted  Global Note and in the  Indenture  and the
Securities Act.

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


                                        _______________________________________
                                        [Insert Name of Owner]

                                        By:
                                        Name:
                                        Title:


Dated: _________________,_____



                                      C-3
<PAGE>

                                    EXHIBIT D

               FORM OF NOTATION ON NOTE RELATING TO NOTE GUARANTEE

     Each Guarantor, as defined in the Indenture (the "Indenture"),  referred to
in the Note upon which this notation is endorsed,  (i) has jointly and severally
unconditionally  guaranteed  (a) the full and punctual  payment of the principal
of, premium and interest and Liquidated Damages,  if any, on the Notes,  whether
at maturity or an interest payment date, by acceleration, call for redemption or
otherwise,  (b) the  full  and  punctual  payment  of  interest  on the  overdue
principal and premium of, and interest and  Liquidated  Damages,  if any, on the
Notes,  and (c) in case of any  extension  of time of  payment or renewal of any
Notes or any of such other obligations,  the same shall be promptly paid in full
when due in accordance  with the terms of the  extension or renewal,  whether at
stated maturity, by acceleration or otherwise and (ii) has agreed to pay any and
all costs and expenses  (including  reasonable  attorneys' fees) incurred by the
Trustee or any Holder in enforcing any rights under this Note Guarantee.

     Notwithstanding  the  foregoing,  in the  event  that the  Guarantor  would
constitute or result in a violation of any applicable  fraudulent  conveyance or
similar law of any relevant jurisdiction,  the liability of such Guarantor under
its Note Guarantee shall be reduced to the maximum amount permissible under such
fraudulent conveyance or similar law.

     No  past,   present  or  future   director,   officer,   employee,   agent,
incorporator,  stockholder  or agent of any Guarantor,  as such,  shall have any
liability for any  obligations of the Company or any Guarantor  under the Notes,
any Note Guarantee,  Indenture, any supplemental Indenture delivered pursuant to
the Indenture by such Guarantor or any Note  Guarantees,  or for any claim based
on, in  respect  of or by reason of such  obligations  or their  creation.  Each
Holder by accepting a Note waives and releases all such liability.

     This Note Guarantee shall be binding upon each Guarantor and its successors
and assigns and shall inure 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 the Holder or the Trustee,  the rights and privileges herein conferred
upon that party shall  automatically  extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.

     This Note Guarantee  shall not be valid or obligatory for any purpose until
the certificate of  authentication on the Note upon which this Note Guarantee is
noted  have been  executed  by the  Trustee  under the  Indenture  by the manual
signature of one of its authorized officers.  Capitalized terms used herein have
the meaning assigned to them in the Indenture.

                                        [GUARANTOR]


                                        By: ____________________________________
                                        Name:
                                        Title:




                                      D-1
<PAGE>

                                    EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                          TO BE DELIVERED BY GUARANTORS

     SUPPLEMENTAL  INDENTURE  (this  "Supplemental  Indenture"),   dated  as  of
_____________,  among ______________ (the "Guarantor"),  a subsidiary of Horizon
PCS, Inc. (or its permitted  successor),  a Delaware corporation (the "Company")
and Wells  Fargo Bank  Minnesota,  National  Association,  as trustee  under the
indenture referred to below (the "Trustee").

                                   WITNESSETH

     WHEREAS,  the Company has heretofore  executed and delivered to the Trustee
an indenture (the  "Indenture"),  dated as of December 7, 2001 providing for the
issuance of an aggregate  principal  amount of $175.0  million of 13 3/4% Senior
Notes due 2011 (the "Notes") on the Issue Date;

     WHEREAS,  the  Indenture  provides  that under  certain  circumstances  the
Guarantor  shall  execute and deliver to the  Trustee a  supplemental  indenture
pursuant  to which the  Guarantor  shall  unconditionally  guarantee  all of the
Company's  Obligations  under  the  Notes  and the  Indenture  on the  terms and
conditions set forth herein (the "Note Guarantee"); and

     WHEREAS,  pursuant  to  Section  9.1  of  the  Indenture,  the  Trustee  is
authorized to execute and deliver this Supplemental Indenture.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  of which  is  hereby  acknowledged,  the
Guarantor and the Trustee mutually  covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

     1.  Capitalized  Terms.  Capitalized  Terms used herein without  definition
shall have the meanings assigned to them in the Indenture.

     2. Agreement to Guarantee. The Guarantor hereby agrees as follows:

     (a) Along with all Guarantors,  to jointly and severally  Guarantee to each
Holder of a Note  authenticated  and delivered by the Trustee and to the Trustee
and its successors and assigns,  irrespective of the validity and enforceability
of the  Indenture,  the Notes or the  Obligations  of the Company  hereunder  or
thereunder, that:

          (i) the principal  of,  premium,  if any, and interest and  Liquidated
     Damages,  if any,  on the Notes  shall be  promptly  paid in full when due,
     whether  at  maturity,  by  acceleration,  redemption  or other  wise,  and
     interest  on the  overdue  principal  of to the  extent  and  interest  and
     Liquidation  Damages,  if any, on the Notes to the extent  lawful,  and all
     other Obligations of the Company to the Holders or the Trustee hereunder or
     under the Indenture  shall be promptly  paid in full or  performed,  all in
     accordance with the terms hereof and under the Indenture;

                                      E-1
<PAGE>

          (ii) in case of any  extension  of time of  payment  or renewal of any
     Notes or any of such other Obligations, that same shall be promptly paid in
     full when due or performed in accordance with the terms of the extension or
     renewal, whether at stated maturity, by acceleration or otherwise.  Failing
     payment  when  due of any  amount  so  guaranteed  or  any  performance  so
     guaranteed  for  whatever  reason,  the  Guarantors  shall be  jointly  and
     severally obligated to pay the same immediately.

     (b) The obligations  hereunder shall be unconditional,  irrespective of the
validity,  regularity  or  enforceability  of the  Notes or the  Indenture,  the
absence of any action to enforce  the same,  any waiver or consent by any Holder
of the Notes with respect to any provisions  hereof or thereof,  the recovery of
any judgment  against the  Company,  any action to enforce the same or any other
circumstance which might otherwise  constitute a legal or equitable discharge or
defense of a Guarantor.

     (c) The  following  is  hereby  waived:  diligence  presentment,  demand of
payment,  filing of claims with a court in the event of insolvency or bankruptcy
of the  Company,  any right to require a proceeding  first  against the Company,
protest, notice and all demands whatsoever.

     (d)  This  Note  Guarantee  shall  not be  discharged  except  by  complete
performance of the obligations contained in the Notes and the Indenture.

     (e) If any Holder or the Trustee is required by any court or  otherwise  to
return to the Company, the Guarantors, or any Custodian,  Trustee, liquidator or
other  similar  official  acting  in  relation  to  either  the  Company  or the
Guarantors,  any amount paid by either to the Trustee or such Holder,  this Note
Guarantee,  to the extent  theretofore  discharged,  shall be reinstated in full
force and effect.

     (f) The  Guarantor  shall not be  entitled to any right of  subrogation  in
relation to the Holders in respect of any  obligations  guaranteed  hereby until
payment in full of all obligations guaranteed hereby.

     (g) As  between  the  Guarantors,  on the one  hand,  the  Holders  and the
Trustee,  on the other  hand,  (x) the  maturity of the  obligations  guaranteed
hereby may be  accelerated  as provided in Article VI of the  Indenture  for the
purposes of this Note Guarantee,  notwithstanding any stay,  injunction or other
prohibition   preventing  such   acceleration  in  respect  of  the  obligations
guaranteed  hereby,  and (y) in the event of any  declaration of acceleration of
such  obligations as provided in Article VI of the Indenture,  such  obligations
(whether or not due and payable) shall  forthwith  become due and payable by the
Guarantors for the purpose of this Note Guarantee.

     (h) The  Guarantors  shall  have  the  right  to seek  contribution  from a
non-paying  Guarantor  so long as the exercise of such right does not impair the
rights of the Holders under the Note Guarantee.

     (i)  Notwithstanding  the foregoing,  in the event that this Note Guarantee
would  constitute  or  result  in  a  violation  of  any  applicable  fraudulent
conveyance  or similar law of any relevant  jurisdiction,  the  liability of the

                                      E-2
<PAGE>

Guarantor  under this  Supplemental  Indenture and its Note  Guarantee  shall be
reduced to the maximum amount  permissible  under such fraudulent  conveyance or
similar law.

     (j) Notwithstanding anything herein to the contrary, all obligations of the
Guarantor hereunder shall be subordinated to the prior payment of Senior Debt to
the same  extent that the Notes are  subordinated  pursuant to Article 11 of the
Indenture.

     3. Execution and Delivery.  Each Guarantor  agrees that the Note Guarantees
shall remain in full force and effect  notwithstanding any failure to endorse on
each Note a notation of such Note Guarantee.

     4. Guarantor May Consolidate, Etc. on Certain Terms.

     (a) A Guarantor may not sell or otherwise  dispose of all or  substantially
all of its assets,  or  consolidate  with or merge with or into another  Person,
other than the Company or another Guarantor, unless:

          (i)  immediately  after giving effect to the  transaction,  no Default
     exists under the Indenture; and

          (ii) Either

               a.  the  Person   acquiring  the  assets  in  any  such  sale  or
          disposition   or  the  Person   formed  by  or   surviving   any  such
          consolidation  or merger (if other than a  Guarantor  or the  Company)
          unconditionally   assumes  all  the  obligations  of  such  Guarantor,
          pursuant to a supplemental  Indenture in form and substance reasonably
          satisfactory to the Trustee,  under the Notes, the Indenture,  and the
          Note Guarantee on the terms set forth herein or therein; or

               b. the Net Proceeds of the transactions are applied in accordance
          with Section 4.10 of the  Indenture (it being  understood  that in the
          event that such Net Proceeds are not so applied,  the Company shall be
          permitted  and  required  to make an Asset  Sale Offer with any Excess
          Proceed in satisfaction of this condition).

     (b) In case of any such consolidation,  merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental Indenture,  executed and
delivered to the Trustee and  satisfactory  in form to the Trustee,  of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named  herein as a Guarantor.  Such  successor
Person  thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable  hereunder which  theretofore  shall not
have been signed by the  Company  and  delivered  to the  Trustee.  All the Note
Guarantees  so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance  with  the  terms  of this  Indenture  as  though  all of  such  Note
Guarantees had been issued at the date of the execution hereof.

                                      E-3
<PAGE>

     (c)  Except  as set  forth  in  Articles  IV and V of  the  Indenture,  and
notwithstanding  clause (a) and (b) of Section  12.5 of the  Indenture,  nothing
contained  in  the   Indenture  or  in  any  of  the  Notes  shall  prevent  any
consolidation  or merger of a  Guarantor  with or into the  Company  or  another
Guarantor,  or  shall  prevent  any  sale or  conveyance  of the  property  of a
Guarantor  as an  entirety  or  substantially  as an  entirety to the Company or
another Guarantor.

     5. Releases.

     (a) A Note Guarantee  shall be released (a) in connection  with any sale of
all of the Capital Stock of a Guarantor to a Person  (including by way of merger
or  consolidation)  that is not (either  before or after  giving  effect to such
transaction)  a  Subsidiary  of  the  Company,  if  the  Net  Proceeds  of  that
transaction are applied (or the Company delivers an Officer's Certificate to the
Trustee certifying that such Net Proceeds will be applied within the time period
specified in Section 4.10) in accordance with Section 4.10 of the Indenture, (b)
if the Company properly designates any Restricted Subsidiary that is a Guarantor
as an  Unrestricted  Subsidiary in accordance with Section 4.20 of the Indenture
or (c) in connection with any sale or other  disposition of all or substantially
all of the assets of the Guarantor, including by way of merger or consolidation,
provided,  however,  that in the event of such a transaction,  the Company still
has the obligation to apply the Net Proceeds as set forth in Section 4.10 of the
Indenture.

     (b) Any  Guarantor  not  released  from  its  obligations  under  its  Note
Guarantee  shall remain  liable for the full amount of principal of and interest
on the Notes and for the other  obligations of any Guarantor under the Indenture
as provided in the Indenture.

     6. No  Recourse  Against  Others.  No past,  present  or  future  director,
officer, employee, incorporator, stockholder or agent of the Guarantor, as such,
shall have any  liability  for any  obligations  of the Company or any Guarantor
under  the  Notes,  any Note  Guarantees,  the  Indenture  or this  Supplemental
Indenture  or for any claim  based  on, in  respect  of, or by reason  of,  such
obligations or their  creation.  Each Holder of Notes by accepting a Note waives
and  releases  all  such  liability.  The  waiver  and  release  are part of the
consideration  for  issuance of the Notes.  Such waiver may not be  effective to
waive  liabilities  under the federal  securities laws and it is the view of the
SEC that such a waiver is against public policy.

     7. NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS  SUPPLEMENTAL  INDENTURE 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.

     8.  Counterparts.  The  parties  may  sign any  number  of  copies  of this
Supplemental  Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

     9. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     10.  The  Trustee.  The  Trustee  shall not be  responsible  in any  manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals  contained  herein,  all of which
recitals are made solely by the Guarantor and the Company.

                                      E-4
<PAGE>


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

     Dated: _________________

                                         [Guaranteeing Subsidiary]


                                         By: ___________________________________
                                         Name:
                                         Title:


                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION, as Trustee


                                         By: ___________________________________
                                         Name:
                                         Title:




                                      E-5
<PAGE>

                                    EXHIBIT F

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Horizon PCS, Inc.
68 East Main Street
Chillicothe, Ohio  45601-0480

Wells Fargo Bank Minnesota, National Association
Sixth and Marquette, MAC N9303-120
Minneapolis, MN  55479

     Re: 13 3/4% Senior Notes due 2011

     Reference  is hereby  made to the  Indenture,  dated as of December 7, 2001
(the  "Indenture"),  by and among Horizon PCS, Inc., as issuer (the  "Company"),
Horizon  Personal  Communications,   Inc.  and  Bright  Personal  Communications
Services,  LLC,  as  guarantors,  and  Wells  Fargo  Bank  Minnesota,   National
Association,  as trustee.  Capitalized  terms used but not defined  herein shall
have the meanings given to them in the Indenture.

     In  connection  with  our  proposed  purchase  of  $____________  aggregate
principal amount of:

               (a) [  ] a beneficial interest in a Global Note, or

               (b) [  ] a Definitive Note, we confirm that:

     1. We understand that any subsequent  transfer of the Notes or any interest
therein  is  subject to certain  restrictions  and  conditions  set forth in the
Indenture and the undersigned  agrees to be bound by, and not to resell,  pledge
or otherwise  transfer the Notes or any interest  therein  except in  compliance
with, such  restrictions and conditions and the United States  Securities Act of
1933, as amended (the "Securities Act").

     2. We  understand  that  the  offer  and  sale of the  Notes  have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted  in the  following  sentence.  We
agree,  on our own behalf and on behalf of any  accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we  will  do so  only  (A) to the  Company  or any  subsidiary  thereof,  (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein),  (C) to an institutional  "accredited investor" (as
defined below) that, prior to such transfer,  furnishes (or has furnished on its
behalf  by a U.S.  broker-dealer)  to you and to the  Company  a  signed  letter
substantially  in the form of this letter and, if such transfer is in respect of
a principal  amount of Notes, at the time of transfer of less than $250,000,  an
Opinion of Counsel in form  reasonably  acceptable  to the Company to the effect
that such transfer is in  compliance  with the  Securities  Act, (D) outside the
United States in accordance  with Rule 904 of Regulation S under the  Securities
Act, (E) pursuant to the  provisions of Rule 144(k) under the  Securities Act or
(F) pursuant to an effective  registration  statement  under the Securities Act,
and we further agree to provide to any person  purchasing the Definitive Note or

                                      F-1
<PAGE>

beneficial  interest  in a Global  Note  from us in a  transaction  meeting  the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

     3. We understand  that,  on any proposed  resale of the Notes or beneficial
interest  therein,  we will be required  to furnish to you and the Company  such
certifications,  legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions.  We further  understand that the Notes purchased by us will bear a
legend to the foregoing effect.

     4.  We are an  institutional  "accredited  investor"  (as  defined  in Rule
501(a)(1),  (2), (3) or (7) of Regulation D under the  Securities  Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating  the merits and risks of our  investment in the Notes,  and we and
any accounts for which we are acting are each able to bear the economic  risk of
our or its investment.

     5. We are acquiring the Notes or beneficial  interest therein  purchased by
us for our  own  account  or for  one or more  accounts  (each  of  which  is an
institutional  "accredited  investor")  as to each of  which  we  exercise  sole
investment discretion.

     You and  the  Company  are  entitled  to  rely  upon  this  letter  and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any  administrative  or legal  proceedings  or  official  inquiry  with
respect to the matters covered hereby.


                                        ________________________________________
                                        [Insert Name of Accredited Investor]


                                        By: ____________________________________
                                            Name:
                                            Title:


Dated: ________, ____





                                      F-2



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